Via Care Community Health Center Inc

“The board of directors has an executive committee that has all of the powers and authority of the board, but only on emergency or time-sensitive issues during the interim periods between board meetings when there is no time to call a full board meeting, except for those matters identified in the bylaws as being reserved to the board of directors. Only the executive committee has the authority to act on behalf of the full board in these circumstances. Any action must be consistent with established board policies and/or direction. Any action by the executive committee is reported to the full board at the next meeting. The executive committee is comprised of the board's officers. In the absence of a governance committee, the executive committee is delegated responsibilities in matters pertaining to board development (recruitment, orientation, education and evaluation). The executive committee is also responsible for matters pertaining to board nomination.”

“The bylaws were amended in june 2021 to make the following significant changes: 1) specify the organization's mission statement; 2) limit the organization's activities to those that are allowed under irc section 501(c)(3); 3) expand and clarify the board of director's responsibilities; 4) allow board members to be reimbused for actual, necessary and documented expenses incurred in attending board and committee meetings; 5) allow individuals other than board members to serve as committee members; 6) create an audit committee, separate from the finance committee, that is responsible for selecting the independent auditor of the financial statements and for overseeing the financial statement audit; and 7) expand and clarify the rules and procedures related to conflicts of interest.”

“Prior to filing, the form 990 was reviewed by the cfo and by the board of directors.”

“Officers, directors and key employees sign a conflict of interest policy upon accepting their positions and are required each year to review and re-sign the policy statement. The conflict of interest policy requires all signors to report potential conflicts of interests such as relationships to vendors or major contributors, family relationships, outside employment, consulting, etc. If a board member has a conflict, they are required to disclose the conflict and answer any questions, after which they leave the meeting for the remainder of discussions and votes on the matter. If a conflict is identified, the board investigates whether an alternative transaction can be entered that would not result in a conflict. If a board or committee member fails to disclose a conflict, they are notified of the matter and are given an opportunity to explain. After this, the board or committee determines appropriate discplinary and corrective actions, if any.”

“A formal evaluation and review process is conducted for the ceo. The ceo's compensation is evaluated by a committee of the board of directors and approved by the board chair. The california primary care association's salary survey is used for comparability purposes. Similar to ceo compensation, a formal evaluation and review process is conducted for key employee compensation (primarily the chief medical officer and chief financial officer). Vc cchc policy is to limit annual salary increases to no more than 5% unless the employee is promoted to a new position or the job description significantly changes to become a new position. The process for both was last completed in 2020.”

“Governing documents, conflict of interest policy, exempt organization application and approval letter, financial statements and tax returns are available for on-site review upon request of vcchc executive staff. Our audited financials are available on our website.”

“During the fiscal year, the bylaws were amended to create an audit committee, separate from the finance committee, with responsibility for selecting the independent auditor of the organization's financial statements and for overseeing the financial statement audit.”