Touchstone Behavioral Health

“The executive committee may exercise the powers of the board of directors in the management of the business affairs of the corporation while the board of directors is not in session excluding a) authorizing distributions of cash or property; b) changing the size of the board of directors, establishing or disbanding a committee or appointing or removing officers, directors or committee members; or c) amending or repealing the bylaws or articles of incorporation.”

“The bylaws have been updated to more clearly define recipients of distributions of assets as a result of dissolution to 501(c)(3) organizations of the internal revenue code of 1986, as amended. The bylaws now define the term of the directors. The corporation's board of directors is self-perpetuating such that the incumbent directors shall serve until they die, resign or are removed from the board. A director may be removed by a majority vote of the remaining members of the board of directors. The bylaws have been amended to more clearly define the limitations of the executive committee. The executive committee does not have the authority to a) authorize distributions of cash or property; b) change the size of the board of directors, establish or disband a committee or appoint or remove officers, directors or committee members; or c) amend or repeal the bylaws or articles of incorporation. Additional committees can be created at the discretion of the board of directors upon a majority vote of the directors and may exist for a specific time period or purpose and may be disbanded at the board's discretion. The new bylaws have added a quorum for meetings of committees. One half of all of the members of a committee will constitute a quorum. The new bylaws define the officers of the corporation and the officers of the board. The corporate officers include the chief executive officer, chief operating officer, and chief financial officer. Officers of the board of directors include a chairperson, vice chairperson, treasurer and secretary. The duties of the chief executive officer have been defined to include signing all deeds and conveyances, contracts and agreements, and all other instruments requiring executions on behalf of the corporation. They will also act as the operating and directing head of the corporation, subject to policies established by the board of directors.”

“The 990 is prepared by an outside accounting firm and will be reviewed by the cfo prior to filing.”

“Disclosure of conflicts: board members, officers, employees and independent contractors as designated by the ceo shall annually disclose any interests (including those of family members and business associates) that could give rise to a conflict of interest on the conflict disclosure statement provided by touchstone. The conflict of interest policy is reviewed annually by all employees and all members of the board of directors. Following policy review, the conflicts disclosure statement is updated and signed by all employees and board members. Any conflict/potential conflict or appearance of a conflict discovered is required to be promptly disclosed to the employee's direct supervisor and the compliance officer and/or president/ceo. If the conflict/potential conflict or appearance of a conflict is discovered by the president/ceo and/or any board member, disclosure is required to be promptly made to the chairperson of the board of directors. Board members, officers and employees are also encouraged to disclose those situations that may result in a conflict of interest. Advance disclosure is solicited so that a determination may be made as to the appropriate plan of action to manage the conflict. Procedures to manage conflicts: for each interest disclosed by employees, the president/ceo determines whether touchstone should: (i) take no action, or (ii) disclose the situation more broadly and invite discussion/resolution by the board of what action to take, or (iii) require the employee to refrain from taking action and avoid the conflict. For each interest disclosed by the president/ceo or board members, the board determines which of the actions listed above to take. A) the person with the conflict ("interested party"): (i) must fully disclose the conflict to the appropriate party set forth above; (ii) may not be involved in the decision of what action to take (e.g. May not participate in a vote) but may serve as a resource to provide necessary information. B) in some cases the person with the conflict may be asked to recuse him/herself from sensitive discussions so as not to unduly influence the discussion of the conflict. C) in all cases, decisions involving a conflict is made only by disinterested persons. D) the fact that a conflict was managed, and the outcome, is documented in the minutes of board meetings if the conflict was related to a board member or the president/ceo. It will be reported by the president/ceo to the board/chairperson of the board if the conflict was related to an employee. The chairperson of the board or president/ceo, as applicable, monitors proposed or ongoing transactions of the organization (e.g. Contracts with vendors and collaborations with third parties) for conflicts of interest and discloses them to the board and officers or supervisors, as appropriate, whether discovered before or after the transaction has occurred.”

“The personnel committee of the board of directors performs the annual evaluation of the president in accordance with the annual goals outlined, and compensation is adjusted accordingly. All other top management compensation is evaluated based on their performance in accordance with their written job descriptions by their supervisors. This review is done on an annual basis. Touchstone conducts an analysis of available and relevant survey data each 2 years. At a minimum the arizona state university non-profit compensation and benefits report and the arizona council for human services salary surveys are used. The comparable data for the president is given to the board of directors each year, via the personnel committee chairperson. The salary survey data for the remaining management positions is provided to the executive management team.”

“The organization makes its articles of incorporation, by-laws, conflict of interest policy and financial statements available to the public upon request.”

“Psychiatrist fees: program service expenses 1,054,653. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,054,653. Other professional: program service expenses 583,756. Management and general expenses 65,874. Fundraising expenses 0. Total expenses 649,630.”