Young Men'S Christian Association

“The board, by resolution adopted by a majority of the entire board, may designate one or more committees, including an executive committee, each consisting of two (2) or more directors, to serve at the pleasure of the board and to exercise the authority of the board to the extent provided in the resolution establishing the committee, except that no committee of the corporation, including, without limitation, any committees established in article vi of the bylaws, shall have authority to: (a) approve any action for which the california nonprofit corporation law, the articles of incorporation, or these bylaws requires approval by the entire board. (b) fill vacancies on the board or in any committee which has the authority of the board. (c) amend or repeal these bylaws or adopt new bylaws. (d) amend or repeal any resolution of the board which by its express terms is not so amendable or repealable. (e) appoint committees of the board or the members thereof. (f) expend corporate funds to support a nominee for director after there are more people nominated for director than can be elected. (g) approve any self-dealing transaction, except as provided in section 5233(d)(3) of the california nonprofit corporation law. The designation of a committee of the board and the delegation thereto of authority shall not operate to relieve the board or any member thereof of any responsibility imposed by law. In 2024, the executive committee includes the board chair, treasurer/secretary, ceo, and three board members, with the authority as indicated above.”

“Board members reviewed the documents and presented questions which were addressed by the management team. Both the audited financial statements and form 990 were presented to the board of directors prior to filing with the irs.”

“Any director, officer, or member of a committee with powers delegated by the board of directors, with a direct or indirect conflicting interest, including any financial interest, are required to comply with the conflict of interest policy and complete an annual statement reporting any potential conflicts. An interested person must disclose the existence of the conflicting interest, including any financial interest, and be given the opportunity to disclose all material facts to the directors and members of committees with board delegated powers considering the proposed contract, transaction or arrangement. After disclosure of the actual or possible conflicting interest, including any financial interest, and all material facts, and after any discussion with the interested person, such person shall leave the board or committee meeting while the determination of a conflicting interest is discussed and voted upon. The remaining board or committee members shall decide if a conflicting interest exists. An interested person may present at the board or committee meeting, but after the presentation, such person shall leave the meeting during the discussion of, and the vote on, the contract, transaction or arrangement involving the possible conflicting interest. The remaining board members shall decide if a conflict of interest exists. If the board of directors or committee has reasonable cause to believe a director, a member of the committee, or a principal officer has failed to disclose actual or possible conflict of interest, it shall inform such person of the basis for such belief and afford such person an opportunity to explain the alleged failure to disclose. If, after hearing the person's response and after making further investigation as warranted by the circumstances, the board or committee determines the person has failed to disclsose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. The minutes of the board and all committees with board delegated powers shall contain: (a) the names of the persons who disclosed or otherwise were found to have an actual or possible conflicting interest, including any financial interest, the nature of the conflicting interest, any action taken to determine whether a conflicting interest was present, and the board's or committee's decision as to whether a conflicting interest existed; and (b) the names of the persons present for discussions and votes relating to the contract, transaction or arrangement, the content of the discussion, including any alternatives to the proposed contract, transaction or arrangement, and a record of any votes taken with the proceedings.”

“The annual process for determining compensation of the ceo includes review and approval by the executive committee, use of comparability data and contemporaneous documentation of the deliberation and decision. The executive committee of the board review the ceo's salary and set it. They also perform an annual performance review of the ceo and determine if a bonus is earned. The review includes a performance evaluation against goals set for the year; the salary increase and performance ratings are based on the achievement of these goals. This process is done in the executive session of the board meeting. The ceo reviews the management staff against goals and determines their salaries. Salary increases are based on these goals and achievements, as well as market indicators. This process was last completed in 2023.”

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

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