Nuway Alliance

“Executive committee - the board of directors may, by action of a majority of the entire board, designate two or more of its members as an executive committee which, to the extent determined by the resolution of the board, shall have and exercise the authority of the board in the management of the business of the corporation. The executive committee shall at all times be subject to the control and direction of the board. The executive committee shall maintain minutes of each meeting.”

“The bylaws were updated during calendar 2024 to change the quorum requiring one half of the voting members to one third of the voting members.”

“The form 990 is prepared by the outside public accounting firm based on information provided by management. Once a draft is available, the return is reviewed by management and changes incorporated before the return is reviewed by the board of directors, prior to the return being filed with the irs.”

“The conflict of interest policy covers interested persons. Each interested person annually completes a conflict of interest statement. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.”

“The board meets independently of the ceo/coo to discuss job performance. Once a consensus is reached regarding job performance, the board discusses compensation relative to national compensation surveys conducted by independent third-party firms that are used by nationally known non-profit and for-profit organizations. The board discusses its findings in a closed session without the ceo/coo present for review and approval. Approval of the performance evaluation and salary are reflected in the minutes of the board of directors meeting. The board meets with the ceo/coo to discuss and document strengths, weaknesses, goals, and compensation for the upcoming year.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public.”