Colorado Visiting Nurse Association

“The board of directors may designate from among its members, by resolution adopted by a majority of the entire board of directors, one or more other committees each of which shall consist of two or more directors and which shall have and may exercise such authority in the management of the corporation as shall be provided in such resolution or in these bylaws. No committee shall have any power or authority to amend, alter, or repeal the bylaws; to amend, restate, alter, or repeal the articles of incorporation; to elect, appoint, or remove any member of any such committee or any officer or director of the corporation; to adopt a plan of merger or consolidation with another corporation; to authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; to authorize the voluntary dissolution of the corporation or to revoke any proceedings for the voluntary dissolution of the corporation; to adopt any plan for the distribution of the assets of the corporation; to amend, alter or repeal any resolution of the board of directors which by its terms provides that it shall not be amended, altered, or repealed by such committee; or to take any other action prohibited by law. Individuals may be appointed to committees who are not members of the board by action of a majority of the entire board of directors or by the committee chairperson. To the extent the board does not establish other procedures, each committee (including, without limitation, the professional advisory committee and the finance committee) shall be governed by the procedures set forth in these bylaws for notice, holding meetings (other than annual meetings), quorum and taking action as if the committee were the board. Each committee (including, without limitation, the professional advisory committee and the finance committee) shall keep regular minutes of its meetings, which shall be reported to the board and submitted to the secretary of the corporation for inclusion in the corporate records.”

“The board of directors receive a copy of the form 990 and review the content of the return at a board meeting before it is filed.”

“All board members affirm they are compliant with the conflict of interest policy by completing a written certification on an annual basis. If any conflicts arise during the year, the board members recuse themselves on voting on any actions pertaining to the conflict.”

“The ceo's compensation is set by the board of directors. The board used survey data from other homecare and hospice organizations to determine the appropriate compensation level. The procedure by which the ceo's compensation is set is documented in an internal compensation policy and any future adjustments to the ceo's compensation will be in accordance with the policy. The organization has maintained the appropriate documentation with respect to the compensation arrangement. The compensation levels for other officers and key employees of the organization are also set in accordance with this policy. Salary ranges are established by a compensation committee, which includes approval by the ceo. The salary ranges are based on survey data from similarly situated organizations. The organization has maintained the appropriate documentation with respect to the compensation arrangements for its other employees.”

“The organization does not make its governing documents, conflict of interest policy, or financial statements available to the public.”

“Change in beneficial interest in net assets of community first foundation 2,556.”