Sojourner Center

“Lorrie henderson, mary jo whitfield, linda scott and terrence daniels have a business relationship as they are employees and officers of the sole member, jewish family and children's services, inc.”

“Jewish family and children's service (jfcs) provides administrative and management services to sojourner center. For the tax year ended september 30, 2024, jfcs implemented a management fee agreement with sojourner for the direct cost of services provided. Sojourner's current officers and directors compensated by jfcs and their total compensation amounts are as follows: - lorrie henderson: $357,414 - terrence daniels: $177,823 - mary jo whitfield: $175,468 - linda scott: $162,490”

“The corporation shall have one member, which shall be jewish family and children's services, inc., an arizona nonprofit corporation.”

“The member, jewish family and children's services, inc. Shall have the sole and exclusive control and power to carry out the following actions regarding the members of the governing body: (a) appoint the members of the board, the chair of the board, and the chief executive officer of the corporation; and (b) remove the members of the board, the chair of the board, and the chief executive officer of the corporation;”

“The member, jewish family and children's services, inc. Shall have ultimate authority regarding governance of the organization and its operations. The member has delegated such authority to the board of directors, but retains the power to veto any action or course of dealing proposed to taken by the board of directors. The member shall have the sole and exclusive control and power to carry out the following actions on behalf of and for the corporation, and the corporation shall be required to comply with the following: (a) transfer membership interest in the corporation, in the member's sole and exclusive discretion; (b) amend any governing document of the corporation, provided the member first (i) consults with the board regarding the proposed amendment, and (ii) the amendment is not inconsistent with any provisions of that certain affiliation agreement, executed by and between the corporation and member; (c) approve an agreement of (i) merger or consolidation of the corporation, or (ii) sale, lease, or transfer of substantially all of the assets of the corporation; (d) dissolve the corporation or revoke such dissolution, provided such action has received approval by a majority of the board; (e) receive from the corporation strategic and annual operating plans and annual operating and capital budgets for the corporation that are developed collaboratively by the corporation and member leadership and recommended by the corporation's board, and adopt such recommended plans and budgets unless an unusual circumstance arises in which the member determines a change to a plan or budget is necessary, and approve expenditures by the corporation not included in such budgets of an annual aggregate amount exceeding $100,000; (f) cause the corporation to incur, assume or guaranty indebtedness or fulfill other obligations required under member debt agreements, or incur, or approve indebtedness of an annual aggregate amount exceeding $100,000. (g) encumber the assets of the corproation as security for debts or other lawful engagements securing indebtedness, and approve sojourner encumbrances securing indebtedness of an annual aggregate amount exceeding $100,000. (h) exchange, abandon or dispose of fixed assets of the corproation by means of sale, lease or transfer with an annual aggregate value in excess of $100,000 provided that such action shall have been approved by a vote of the corporation's board; and (i) any other power that by law cannot be delegated by the member.”

“The organization does not have any committees with authority to act on behalf of the board.”

“The form 990 is prepared by the organization's public accounting firm based on information provided by management. Once the draft is available, it is reviewed by management and any changes incorporated into the filing. Once this detailed review is complete, the draft of the form 990 is presented to the board of directors for their review and comments prior to filing with the irs.”

“In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the directors and members of committees with board-delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussions with the interested person, he/she shall leave the board or the committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. An interested person may make a presentation at the board or committee meeting, but, after such presentation, he/she shall leave the board meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. The chairperson of the board or chairperson of the committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board or committee shall determine whether the corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under the circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest and for its own benefit and whether the transaction or arrangement is fair and reasonable to the corporation and shall make its decision as to the shelter to enter into the transaction or arrangement in conformity with such determination. The minutes of the board and all committees with board delegated powers shall contain: 1) the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present and the board's or committee's decision as to whether a conflict of interest in fact existed. 2) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith. Each director, principal officer, and member of a committee with board delegated powers shall annually sign a statement that affirms they have received a copy, read and understood, agreed to comply and understands the reason behind the policy. New employees are educated on conflict of interest policy during new hire orientation and required to sign an acknowledgement that is put in their employee file. Senior management is to monitor activities and required to report to hr any violations of the policy for further investigation. If any violation is substantiated, a determination of corrective action will be made such as coaching, performance improvement plan and or termination.”

“Sojourner center does not compensate anyone. The parent organization, jfcs, compensated lorrie henderson and terrence daniels and checks yes to box 15a and no to box 15b and provides the following explanation: the vice president of human resources does a marketplace salary comparison and reviews this with the chairman of the board for the ceo position and reviews with the ceo for key management positions. The vice president of human resources, chairman and chief financial officer review and approve the deferred compensation plan for the ceo and is documented.”

“All governing documents, conflict of interest policy, and financial statements are available to the public upon request.”

“Sojourner center played a key role in restructuring the new hotline processes for domestic violence survivors seeking shelter in maricopa county. The center also participates in the domestic violence coordinated entry workgroup to provide additional housing resources to the survivors we serve. Additionally, sojourner center renovated four rooms with a trauma-informed design to enhance the healing environment for survivors.”

“Sojourner delegates management authority to jfcs, and jfcs has a finance committee who will review audits, financial statements, and the selection of auditors. The jfcs finance committee only makes suggestions to the sojourner board of directors and the sojourner board votes on the jfcs finance committee's recommendation. This process has not changed from prior year.”