| Form 990, Part VI, Line 11 |
The Form 990 was prepared by a nationally renowned accounting firm in conjunction with the organization's financial department. The form 990 is reviewed by management and distributed to the Audit Committee of the Board of Directors for review and comment. Comments are addressed and the Form is distributed to the entire Board of Directors before it is sent to the IRS. |
| Form 990, Part VI, Line 12 |
If a Director or Executive Officer believes that he or she may have a conflict of interest with respect to any particular transaction, he or she shall promptly and fully disclose the potential conflict to the Chief Executive Officer ("CEO") and the Chair of the Governance Committee and the latter shall then promptly notify all members of the Governance Committee. A. If the Governance Committee determines that there is in fact a conflict with respect of a Director, the conflict shall be reported to the full Board, and the affected Director shall agree to answer any questions about the matter that other Board members may have. If the particular transaction requires a vote of the Board, or of one of its committees, the affected Director shall not be counted for purposes of a quorum nor shall he or she vote on the matter. The minutes shall report the quorum determination and the voting. B. If the Governance Committee determines that there is in fact a conflict concerning a particular transaction with respect to an Executive Officer, they shall exercise their best judgment about the appropriate course to follow, which may include: 1. approval of the transaction despite the conflict if they are reasonably certain that the best interests of AmeriCares will be served thereby, or 2. referral of the issue to legal counsel for advice, or 3. referral of the issue to the appropriate committee of the Board of Directors, or to the full Board, for decision. Except that in all cases wherein the Governance Committee determines that there is in fact a conflict of interest concerning a particular transaction involving an Officer of AmeriCares, the full Board shall be notified of the resolution of the issue and the affected Officer shall agree to answer any questions about the matter that Board members may have. C. If the Governance Committee determines that there is no conflict of interest with respect to a particular transaction involving a Director or Officer, they need not notify the Board of Directors, but the Secretary of the Board shall keep a record of the decision which shall be available to Board members upon request. D. In any case in which the potential conflict with respect to a particular transaction involves either the CEO or the Chairman of the Board of Directors, the affected party shall notify the Chair of the Governance Committee, and the conflict shall then be reported to the full Board, and the CEO or Chairman of the Board shall agree to answer any questions about the matter that other Board members may have. If the particular transaction requires a vote of the Board, or one of its committees, the CEO or Chairman shall not be counted for purposes of a quorum nor shall he or she vote on the matter. The minutes shall report the quorum determination and the voting. |
| Form 990, Part VI, Line 15 |
The Board of Directors determines compensation of the CEO, who receives the same compensation as when he started with AmeriCares in 2002. He has not accepted any annual increases or adjustments to his compensation, although in November 2008, and again in April 2009, he did accept a reduction in compensation as part of an organization-wide action. The Organization's Chief Executive determines the compensation of other senior staff and may utilize available market data, salary survey results and other available tools to substantiate decisions. |
| Form 990, Part VI, Line 19 |
The taxpayer makes its Form 990 available to the public by retaining a copy at its place of business and by posting it on the Americares Foundation website, www. americares.org. The Form 990 is likewise published on the internet at www.guidestar.org. The organization's financial activities are presented in the consolidated financial statements of its parent organization, Americares Foundation, and are summarized in the annual report, which is available on the Americares website. The governing documents and conflict of interest policy are not ordinarily made available to the public, but, if requested, will be provided at management's discretion. Form 990, Part VII Current President & CEO, Michael Nyenhuis, began his term in January of 2014. Compensation disclosed on the Form 990 is reported as of the calendar year ending within the fiscal year (or as of December 31, 2013). Since Mr. Nyenhuis did not serve as President & CEO in 2013, he has no compensation reported on this return. Executive Director, Karen Gottlieb, was appointed to the Board of Directors as of June 28th, 2014 and so she was serving in that capacity at year end ans is reported as a non-independent Board member in response to Form 990, Part VI, Line 1(b). |
Attach to Form 990 or 990-EZ.