Arizona Goodwill Education Services

“Ages employees are leased to the organization by the parent (gcna). Ages does not pay the ceo, other officers or key employees. The parent organization, gcna, establishes and pays such compensation.”

“Arizona goodwill education services (ages) only member shall be goodwill of central and northern arizona (gcna). The sole member elects the members of the governing body of ages, approves significant decisions of the governing body, and shall receive ages's net assets upon dissolution. If gcna ceases to be a qualified organization, its successor, if any shall be the member, and if gcna has no successor, the board shall elect another qualified organization that has substantially the same purposes as gcna to serve as the member.”

“The member shall elect the directors. Any director may be removed by the member.”

“The following shall require approval by the board of trustees of the member: (a) amendment of the articles of incorporation of the corporation; (b) amendment of the bylaws of the corporation; (c) adoption of a plan of merger or consolidation of the corporation with another corporation; (d) adoption of a plan to sell substantially all of the assets of the corporation; (e) the voluntary election of bankruptcy by the corporation; (f) election to dissolve and wind up the affairs of the corporation or the revocation of any such action; (g) adoption of a plan for the distribution of the assets of the corporation upon dissolution; (h) approval of capital and operating budgets for the corporation after giving due consideration to the board of directors' recommendation; (i) adoption of financial, accounting, and budgeting processes for the corporation that are consistent with those of the member; and (j) approval of any action of the corporation outside the ordinary course of operations, as defined from time to time by the board of directors and the member.”

“The form 990 is prepared by an outside accounting firm and is reviewed by the executive staff of the organization. The return is reviewed by the board of directors prior to being filed with the internal revenue service.”

“Board members are required to sign an annual certification reporting any conflicts. Key employees and other members of the management team are required by the employee handbook to immediately report any conflict of interest to their manager. Their obligation is reinforced by a signed commitment to the organization's ethics policy, which includes prohibition of interest conflicts. Compliance is monitored on an ongoing basis. In addition, all new vendors are screened for any potential conflicts. All new and renewal contracts for the purchase of goods or services are reviewed by the chief compliance officer. An interested person may make a presentation at the board or standing committee meeting, but after such presentation, he or she shall leave the meeting during the discussion of, and the vote on the transaction or arrangement that results in the conflict of interest.”

“The organization makes its articles of incorporation, bylaws and any related amendments, conflict of interest policy, annual report, and financial statements available to the public upon request.”