Spiricare of New Jersey Inc

“The executive committee is made up of board officers and at-large members. All of the committee members are on the governing body. The executive committee has the authority to act on behalf of the full board, except for the following actions: 1) to elect or appoint any trustee, or remove any officer or trustee; 2) to amend or repeal any resolution previously adopted by the board; or 3) to make, alter or repeal the certificate of incorporation or any bylaw of the corporation.”

“Lutheran social ministries of new jersey, inc. ("lsmnj") is the sole member of the corporation and has the right, among others, to appoint trustees, approve major expenditures, and approve long-term borrowings.”

“The members of the board of trustees are appointed by the member, lutheran social ministries of new jersey, inc. The member has the right to approve trustees nominated by the nominating committee of the board of trustees.”

“The member, lutheran social ministries of new jersey, inc., in addition to statutorily reserved rights of approval, has certain reserved rights of approval set forth in the corporation's bylaws, including the right to: appoint and remove trustees, the chairperson and independent auditors; adopt and amend the certificate of incorporation and by-laws; approve fundamental changes such as mergers, consolidation, dissolution or disposition of substantially all the assets; approve budgets, major policies, and long-term plans; and approve the sale of property, incurrence of debt, and major gifts. The member votes through the action of its board of trustees.”

“A copy of the prepared form 990 was provided to each member of the board of trustees. Members were requested to send questions, if any, to management. Those questions that were addressed to management were considered and resolved to the satisfaction of each board member.”

“Pursuant to the organization's conflict of interest policy, the board of trustees and senior management disclose actual and potential conflicts on an annual basis and as they arise during the year, using a form distributed to them. These disclosures are reviewed by the organization's compliance officer. In addition, staff are to disclose actual or potential conflicts of interest as they arise during the year to their vice president/executive director, who reviews the disclosure with the president and ceo and compliance officer. The president and ceo work with trustees and senior management to resolve any conflicts that arise or, where appropriate, refers the matter to the board of trustees. The vice president/executive director works with staff to resolve conflicts of interest if they arise. A conflict of interest may be resolved in a number of ways depending on the circumstances. For example, staff may be asked to change their job duties, an officer may have to withdraw from an external and conflicting activity, or a trustee may have to be excused from a board meeting where a matter involving the trustee is discussed and resolved.”

“Some of spiricare of new jersey's senior management are employed by lutheran social ministries of new jersey, inc., a tax-exempt related organization. Following is the method used to determine compensation for those senior management employees. The board of trustees developed a plan for senior management compensation that maintains compensation at market levels, rewards exceptional performance, and encourages longevity. The structure of the plan was developed and approved by the board of trustees. The plan included an assessment of comparable market data.the deliberations of the board of trustees were documented and have been maintained in the form of written minutes. Salary survey data was used to determine compensation ranges for the senior management team ("smt"), including the president/chief executive officer, chief financial officer, and chief operating officer. The goal is to maintain the smt at market compensation for comparable positions as defined in the executive compensation review of the market for comparable positions. The board approves the plan and develops a ceo base salary and incentive compensation recommendation each year to be approved by the board of trustees. The board will review the salary and incentives that the ceo develops for the smt.”

“Interested parties may obtain a copy of the bylaws, articles of incorporation, conflict of interest policy, and financial statements at the corporate office upon request.”