Arizona'S Children Association

“Amended and restated bylaws were approved by the board on 02/03/2018. Significant changes include: - directors are elected by a majority of the entire board. - directors shall hold office for a term of three years. - directors may be removed by an affirmative vote of a majority of the entire board. - at each meeting of the board, the presence of at least 50% of the entire board constitutes a quorum for the transaction of business. - the vote of a majority of directors present, if a quorum is present, shall be an act of the board. - in the event that a director is unable to attend a meeting, the director may vote by proxy. - any action required or permitted to be taken by the board or any committee may be taken without a meeting by a consent resolution evidencing approval in writing by a majority of the entire board. - corporate officers shall consist of chair, chair-elect, treasurer, and secretary. - officers shall serve for one year. - the chair may serve two consecutive one-year terms. - no officer shall hold any single office for more than three one-year terms. Exceptions can be made by a vote of the majority of the entire board. - officers may be removed by a vote of a majority of the entire board. - officers may resign by giving 30 days written notice to the board. Amended and restated articles were approved by the board on 02/03/2018. Significant changes include: - the board shall have not less than 20 directors. - the articles may be amended and the corporation dissolved by the vote of two-thirds of the directors.”

“The review of form 990 is delegated by the board to the audit committee of arizona's children association prior to signature and filing. After the audit committee reviews and approves the form 990 a copy is provided to all board members prior to filing.”

“During new board member initiation, the conflict of interest policy is reviewed and a disclosure form listing any potential conflicts is completed. Annually, board members complete a disclosure form and sign an acknowledgment that they have received, read, understood, and will comply with the policy. Additionally, should a board member have a conflict of interest, the board member excuses him/herself from discussion and voting on the matter. The agency also has a conflict of interest policy for its employees which is read by each employee during new employee orientation and upon any changes in the policy. Additionally, an employee completes a conflict of interest policy which is maintained in his/her human resources file. Employees are periodically reminded to notify agency of any potential conflicts of interest.”

“A compensation sub-committee of the executive committee of the board evaluates the ceo annually against agreed upon performance goals and duties contained in a written job description. The sub-committee also utilizes the child welfare league of america's national compensation survey and other related national compensation surveys for like positions and responsibilities. The ceo makes a recommendation annually to the executive committee for compensation of the members of the organization's executive leadership team. The ceo evaluates the executive leadership team against agreed upon performance goals and duties contained in written job descriptions. The ceo also utilizes cwla compensation and other appropriate compensation surveys in her determination of compensation. The executive committee then either approves or modifies the ceo recommendation.”

“The organization publishes an annual report which contains the consolidated audited financial statements. The annual report is distributed to donors, volunteers, board members, and any other interested party upon request. The annual report is also published on the website. Governing documents and conflict of interest policy are available on request. Form 990 is available upon request, or at www.guidestar.org.”