Nexus Path Family Healing

“The Executive Committee consists of (a) the Chair of the Nexus-PATH Family Healing Board, who shall be the Chair of the Executive Committee; (b) the Nexus Family Healing CEO, who shall be a permanent member of the Executive Committee; (c) the Vice Chair; (d) the Secretary/Treasurer and (e) two (2) to three (3) additional Board Members appointed by the Chair. The Executive Director shall be an ex officio, non-voting member of the Executive Committee. The Executive Committee shall have the power to transact all regular business of the Corporation during the period between meetings of the Nexus-PATH Family Healing Board, subject to any prior limitation or direction imposed by the Nexus-PATH Family Healing Board.”

“Dr. Michelle Murray, Scott McGuire, Roberta Kochevar, and Margaret Vimont are employed by Nexus Family Healing, a related tax-exempt organization, in officer positions. Lisa Bjergaard also serve as board members of Nexus Family Healing. Therefore, a business relationship exists between these individuals.”

“Article VII from the Bylaws was amended. The substance of the amendment is based on the desire of the PATH Board to abolish the standing Strategic Planning and Nominations Committee and move its work to the Executive Committee.”

“The sole member of the organization is Nexus Family Healing, a Minnesota nonprofit corporation described in Section 501(c)(3).”

“The CEO and President of Nexus Family Healing shall at all times serve on the board as an ex-officio voting director.”

“The following items are subject to approval by Nexus Family Healing, the sole member: any sale of all or substantially all of the organization's assets, or any acquisition, merger, or consolidation with any other person or entity; any changes to the articles or bylaws; any action that might jeopardize the tax-exempt status of the organization or the sole member; parameters and guidelines for the organization's capital and operating budgets; modification or amendment of any capital or operating budget in excess of 5% in the aggregate; parameters and guidelines for strategic plans and any material modifications to approved plans; any material transaction or the incurrence of indebtedness not accounted for in the organization's budget established pursuant to the parameters and guidelines and in excess of $25,000; altering the purpose of the organization; any proposed dissolution; and any proposed organizational or significant contractual relationship with any entity except the sole member or an entity affiliated with the sole member. The sole member may also remove directors at any time with or without cause.”

“The Form 990 will be presented to the Board of Directors prior to filing with the IRS.”

“All actual and potential conflicts of interests shall be disclosed by Board members to the Nexus-PATH Executive Committee through the annual disclosure form and/or whenever a conflict arises. The disinterested members of the Nexus-PATH Executive Committee shall make a determination as to whether a conflict exists and what subsequent action is appropriate (if any). The Nexus-PATH Executive Committee shall inform the Board of such determination and action. The Board shall retain the right to modify or reverse such determination and action and shall retain the ultimate enforcement authority with respect to the interpretation and application of this policy. On an annual basis, all Board members shall be provided with a copy of this policy and required to complete and sign the acknowledgment and disclosure form (attachment B). All completed forms shall be provided to and reviewed by the Nexus-PATH Executive Committee, as well as all other conflict information provided by Board members.”

“The current practice for executive compensation is to utilize an outside consulting firm every three years to price all executive positions to the marketplace and establish new salary ranges which are approved by the Board of Directors. Merit reviews are conducted annually and corresponding merit increases are determined by Executive Management utilizing established documented protocols.”

“The Organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Admin Fees: Program service expenses 0. Management and general expenses 1,186,689. Fundraising expenses 0. Total expenses 1,186,689. Contract Labor: Program service expenses 7,692. Management and general expenses 4,615. Fundraising expenses 0. Total expenses 12,307. Consulting: Program service expenses 448,710. Management and general expenses 2,457. Fundraising expenses 0. Total expenses 451,167.”