Navos

“The new bylaws require the majority of committee members (a quorum) to be present in order for the committee to "transact business." transacting business means any formal approval of an action, including approving minutes from a prior meeting, a budget, a formal committee report, or other major corporate action. A quorum would be required for those activities. A quorum would not be required for discussion, receiving presentations, etc., as long as a formal approval is not involved. Committee recommendations to the full board are a grey area. If, as a matter of usual custom and practice, the full board would not act on the matter without the committee recommendation, then a quorum is required. An example might be credentialing of providers, where the board would probably not proceed without prior p&q review and approval. However, it would be permissible for a committee without a quorum to discuss the issue, and nothing would prevent the full board from then deciding to act on the reports of members who were present for the committee's discussion, even without a formal recommendation, unless the board had a formal requirement of prior formal committee approval. Directors may not vote by proxy. However, directors and committee members may participate in a meeting by means of a conference telephone or similar communication equipment. Any action that could be taken at a meeting may be taken without a meeting if a consent in the form of a record, setting forth such action so taken, shall be executed by all of the directors on the board or committee. Execute means (a) signed, with respect to a written record, or (b) electronically transmitted with sufficient information to determine the sender's identity. Directors must have consented, in the form of a record, to receive electronically transmitted notices. (a director's consent may be revoked.) the notice can be posted on an electronic network provided the director receives a separate record of the posting, together with instructions on accessing the posting on the electronic network. The president shall have the sole authority to nominate the membership of all committees. The language creates a presumption, but not a requirement, that the 1st vp would become president.”

“Navos' form 990 is presented for review by the finance & operations committee. Any unusual changed items are highlighted in the discussion.”

“Each director, principal officer and member of a committee with board delegated powers shall annually sign a statement which affirms that such persons a) has received a copy of the conflict of interest policy, b) has read and understands the policy, c) has agreed to comply with the policy, and d) understands that the corporation is a tax exempt organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. The board is responsible for making sure periodic reviews of the signed statements are done and may use outside advisors. If a conflict of interest arises, the interested person may present to the board, but must leave during the discussion of and vote on the conflict of issue transaction or arrangement. A disinterested person or committee is appointed to investigate alternatives and the board must exercise due diligence to determine if the organization can obtain a more advantageous transaction or arrangement. Regarding compensation, a voting member of the board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on compensation matters. Appropriate disciplinary and correction action may be taken against interested persons who fail to disclose a conflict of interest.”

“The compensation of navos' ceo is established and approved by a compensation committee of independent board members. In determining appropriate compensation, the committee annually considers compensation surveys and salary expense for comparable organizations, as reported on form 990. Compensation is documented using a written employment contract which are updated every six months.”

“Navos' financial statements are available to the public on guidestar's website and by request. Navos does not make its governing documents or conflict of interest policy available to the public.”