Catholic Charities Community Services

“The executive committee may act with full authority of the board of directors between scheduled board meetings and also if a quorum is not present at a scheduled board meeting. Without intending to limit the powers given to the executive committee in the preceding sentence. The executive committee shall have also the specific responsibilities from time to time given to it by the board. In no event, however, shall the executive committee have the power to (a) fill any vacancy on the board of directors or any committee appointed by the board, (b) adopt amendments to the articles of incorporation or the bylaws, (c) amend or revoke policies established by the board of directors respecting the investment of funds held by this corporation: (d) encumber or authorize the sale of all or substantially all of the assets of the corporation: (e) authorize the dissolution of the corporation; or (f) take any other action prohibited by law. The membership of the executive committee shall consist of the officers of the corporation, the chairpersons of the external affairs committee, the internal affairs committee, and, if still a director, the immediate past president of the corporation. The executive committee shall meet at least once each quarter prior to the board of directors regular meeting to review the recommendations of the other committees and plan the agenda of the regular meeting, including discussion and action items, staff presentations and program presentations. All members of this committee are currently part of the governing body.”

“The sole member of the corporation shall be the bishop of the roman catholic church of the diocese of phoenix, a corporation (the statutory member).”

“The bishop of the roman catholic diocese of phoenix, by virtue of his office, may appoint up to twenty-five percent of the membership of the board of directors, which percentage shall include the ex-officio directors.”

“The audit committee and the board of directors review the form 990 draft prior to filing.”

“Board members are periodically required to sign a conflict of interest policy which states that there are no existing conflicts of interest, no potential conflicts of interest and, if one should arise, they will disclose it in writing. Each director shall disclose to the board of directors as soon as reasonably possible any possible conflict of interest. The disclosure shall include (a) the existence and nature of the conflict of interest and (b) all facts known to the director respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not the proceed with the transaction. Any director having a conflict of interest on any matter shall abstain from voting on the matter, shall leave the meeting room when the matter is being discussed, and shall not be counted in determining the quorum for the vote on the matter, but may briefly state his or her position on the matter and may answer pertinent questions from other directors since his or her knowledge may be of great assistance. The minutes of the meeting involving any such conflict of interest transaction shall reflect that a disclosure was made. The abstention from voting, and the quorum situation. If a director is uncertain as to whether he or she has a conflict of interest which requires abstention, or if a director asserts that another director has such a conflict, the board, by majority vote of those present other than the director having the possible conflict, shall dedcide when abstention is required.”

“The board of directors determines the compensation of the ceo using data provided by the director of human resources, including a variety of compensation surveys with geographic and demographic data to determine a suitable compensation range. Ceo compensation has never exceeded the federal executive level ii rate, which is also a guideline for compensation. The process was last undertaken august 2024. Officer and key employee compensation is determined by the direct supervisor of the employee based on data provided by the human resources director, including a variety of compensation surveys with geographic and demographic information, to determine a suitable compensation range. The process was last undertaken august 2024.”

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