El Centro De La Raza

“If authorized by the board, the executive committee will have, and may exercise such, authority of the board of directors in the management of the business and affairs of the corporation as authorized by the board of directors: provided, that the executive committee will not have the authority of the board of directors in reference to: amending, altering, or repealing the bylaws; electing, appointing or removing any member of any such committee or any director or officer of the corporation; amending the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, or exchange of all or substantially all of the property and assets of the corporation, not in the ordinary course of business; authoring the voluntary dissolution of the corporation or revoking proceedings therefore; adopting a plan for the dissolution of the assets of the corporation; or amending, altering or repealing any resolution of the board of directors which by its terms provides that it will not be amended, altered or repealed by any committee. The designation and appointment of the executive committee and the delegation thereto of authority will not operate to relieve the board of directors, or any individual director of any responsibility imposed upon it by the bylaws. The executive committee will consist of not less than three (3) directors.”

“At any time there is a need to elect directors who will serve as a representative of the poor, the board will designate organizations or groups representative of the low income community served by the corporation, or groups made up of recipients of the services provided by the corporation, that will be entitled to elect directors to serve as representatives of the poor, and the persons thus elected will become directors upon notice to the board of such election by the organization or group so designated. At any time there is the need to elect directors who qualify as public officials or their designees, the board will solicit nominations from such public officials as are willing and available to serve as directors or to appoint a designee to serve as a director. Nominees will become directors when approved by a majority of the directors then in office. At any time there is a need to elect directors who will serve as representatives of business, industry, labor, religious, welfare, education, or other major groups and interests in the community, the board will solicit nominations from businesses, social service agencies, labor organizations, religious organizations, educational institutions, or other community groups. Nominees will become directors when approved by a majority of the directors then in office. To qualify for election as a director, a person must be committed to the goals and principles of the corporation, as determined by a screening committee designated by the board and made up of representatives of the board and staff of the corporation. No employee of the corporation may serve as a director.”

“The form 990 was reviewed by the controller and board president prior to filing. The completed form 990 will be presented to the full board at the next board meeting.”

“No member, director or officer of the nonprofit organization will be interested, directly or indirectly, in any contract relating to the operations conducted by it, nor in any contract for furnishing services or supplies to it, unless (a) such contract will be authorized by an absolute majority of directors present and voting at meeting at which the presence of such director is not necessary for such authorization, (b) the facts and nature of such interest will have been fully disclosed or shown to the members of the board of directors present at the meeting at which such contract is so authorized, and (c) any interested director has abstained from participating in discussions or votes related to such authorization, other than to disclose the facts and nature of such interest.”

“The executive director's salary is decided every year at the annual budget meeting. Directors go into executive session to decide on the executive director's salary as required by the department of commerce as a funding source and board documentation is provided to the department of commerce. Directors and managers salaries are compared based on responsibilities, size of budget and the amount of staff supervised. The executive director has contracted with a consultant to address salary equity of what is being paid at other similar community action organizations. The process described here was last completed in january 2024.”

“The governing documents, conflict of interest policy and financial statements are available upon request.”

“The volunteer count was determined by the number of the board members. These board members govern and oversee the organization's operations. The board members ensure the organization operates in compliance with legal and ethical standards. Each month a board meeting is held to discuss important issues and make decisions.”