Holt International Foundation of China

“The board may elect an executive committee. The executive committee will have the power to make decisions between board meetings, including financial and budgetary decisions. The executive committee must comply with the provisions of the bylaws concerning the full board as far as those are reasonably applicable to the executive committee. All executive committee decisions must be recorded in official minutes, which must be submitted to the full board. Unless the board of directors decides otherwise, the executive committee will consist of the president, secretary, and treasurer of the organization, so long as they are simultaneously members of the board of directors. The executive committee must make reasonable efforts to contact all board members first, to discuss the issues to be dealt with at an executive committee meeting.”

“According to section 5 of the bylaws - selection of directors. Directors shall be elected by the board of directors of holt international children's services, inc. The vote must be by a secret ballot if any board member so requests. According to section section 6 of the bylaws - filling vacancies. The board of directors of holt international children's services, inc. May elect new directors to fill any vacancies on the board, including vacancies created by the passage of a resolution increasing the total number of board member positions. A director elected to fill a vacancy will serve only until the next regular election of directors.”

“According to section 7 of the bylaws - removal of directors. A director may be removed with or without cause by the directors of holt international children's services, inc. By a two-thirds vote of the directors in office. Notice of the meeting of the board of holt international children's services, inc. Must be given that states that the removal of a director is to be considered at that meeting.”

“The form 990 is prepared by a certified public accountant which is independent of holt international foundation of china based on information supplied by management. Prior to filing, the entire form 990 is circulated to the board via email to allow for their review.”

“Senior staff are responsible for disclosing potential conflicts of interest per holt's conflict of interest policy. Any disclosed conflicts are reviewed by the board of directors to determine whether or not a conflict exists, and work with management to recommend future action(s.) a conflict of interest is always present whenever the corporation pays money or other compensation, or provides any tangible benefits, to an officer or member of the board or to a member of a director's or officer's family. All transactions involving conflicts of interest must be approved using the following procedures: 1) conflict of interest transactions must be approved by the full board of directors; they cannot be approved by staff, the executive director, or by a committee. 2) directors and officers who have a conflict of interest in any matter must a) declare the existence of any direct or indirect conflict of interest, b) disclose the details of the proposed transaction on the record, c) abstain from voting on that matter and d) leave the room where the vote is to take place, until the votes have been counted. The minutes must record this to show that it was done. 3) the rest of the board must analyze the transaction and sufficient information to ensure that all transactions involving a conflict of interest are fair to the corporation and that no special benefits are being given to any person. The information relied upon by the board, and its source, must be recorded in the minutes. 4) all conflict-of-interest transactions must be approved by the affirmative vote of a majority of all of the members of the board of directors who do not have a conflict of interest involved in that issue, as long as no less than two disinterested directors vote to approve the transaction.”

“Holt international foundation of china does not make its governing documents, conflict of interest policy or financial statements available to the public.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”