FORM 990, PART VI, SECTION A, LINE 1A |
EXECUTIVE COMMITTEE AUTHORITY THE EXECUTIVE COMMITTEE SHALL HAVE THE AUTHORITY OF THE BOARD OF DIRECTORS AS MAY BE NECESSARY AND APPROPRIATE FOR THE OPERATION OF THE HEALTH CENTER BETWEEN REGULAR OR SPECIAL MEETINGS OF THE FULL BOARD. THE EXECUTIVE COMMITTEE SHALL BE AUTHORIZED TO ACT ON BEHALF OF THE BOARD, CONSISTENT WITH ESTABLISHED BOARD POLICIES AND DIRECTION, AT ANY SUCH MEETINGS HELD BY THE EXECUTIVE COMMITTEE IN ALL RESPECTS, WITH THE EXCEPTION OF THE FOLLOWING AREAS OF AUTHORITY WHICH REQUIRE THE ACTION OF THE FULL BOARD: THE HIRING AND TERMINATION OF THE EXECUTIVE DIRECTOR; THE DISSOLUTION OF THE CORPORATION; THE ACQUISITION OR DISPOSITION OF REAL PROPERTY; APPROVAL OR AMENDMENT TO THE BUDGET; AND THE EXECUTION OF LOANS OR INCURRENCE OF INDEBTEDNESS AS REFERENCED IN ARTICLE IX, SECTION 1. THE EXECUTIVE COMMITTEE SHALL REPORT ITS ACTIONS AT THE NEXT MEETING OF THE FULL BOARD. |
FORM 990, PART VI, SECTION B, LINE 11B |
REVIEW OF THE FORM 990 THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM BASED ON THE AUDITED FINANCIAL STATEMENTS AND INFORMATION PROVIDED BY THE ACCOUNTING DEPARTMENT OF THE ORGANIZATION. THE FULL BOARD OF DIRECTORS REVIEWS THE PUBLIC DISCLOSURE COPY OF THE FORM 990 AT THE BOARD MEETING BEFORE FILING. THE PUBLIC DISCLOSURE COPY DOES NOT LIST THE NAMES OR ADDRESSES OF THE DONORS TO RESPECT THE CONFIDENTIALITY OF THE DONORS. |
FORM 990, PART VI, SECTION B, LINE 12C |
CONFLICT OF INTEREST POLICY YOUR COMMUNITY HEALTH CENTER REQUIRES FULL DISCLOSURE IN WRITING BY ANY INTERESTED PARTIES TO THE FULL BOARD OF DIRECTORS IN ALL CONFLICTS OF INTEREST, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: - A BOARD MEMBER IS RELATED TO ANOTHER BOARD MEMBER OR STAFF MEMBER BY BLOOD, MARRIAGE OR DOMESTIC PARTNERSHIP. - A STAFF MEMBER IN A SUPERVISORY CAPACITY IS RELATED TO ANOTHER STAFF MEMBER WHOM SHE/HE SUPERVISES. - A BOARD MEMBER OR THEIR ORGANIZATION STANDS TO BENEFIT FROM A TRANSACTION OR STAFF MEMBER OF SUCH ORGANIZATION RECEIVES PAYMENT FROM YOUR COMMUNITY HEALTH CENTER FOR ANY SUBCONTRACT, GOODS, OR SERVICES OTHER THAN AS PART OF HER/HIS REGULAR JOB RESPONSIBILITIES OR AS REIMBURSEMENT FOR REASONABLE EXPENSES INCURRED AS PROVIDED IN THE BYLAWS AND BOARD POLICY. - A BOARD MEMBER'S ORGANIZATION RECEIVES GRANT FUNDING FROM YOUR COMMUNITY HEALTH CENTER. - A BOARD MEMBER OR STAFF MEMBER IS A MEMBER OF THE GOVERNING BODY OF A CONTRIBUTOR TO YOUR COMMUNITY HEALTH CENTER. - A VOLUNTEER WORKING ON BEHALF OF YOUR COMMUNITY HEALTH CENTER WHO MEETS ANY OF THE SITUATIONS OR CRITERIA LISTED ABOVE. FOLLOWING FULL DISCLOSURE OF A POSSIBLE CONFLICT OF INTEREST OR ANY CONDITION LISTED ABOVE, THE BOARD SHALL DETERMINE WHETHER A CONFLICT OF INTEREST EXISTS AND, IF SO THE BOARD SHALL VOTE TO AUTHORIZE OR REJECT THE TRANSACTION OR TAKE ANY OTHER ACTION DEEMED NECESSARY TO ADDRESS THE CONFLICT AND PROTECT THE PARTNERSHIP'S BEST INTERESTS. BOTH VOTES SHALL BE BY A MAJORITY VOTE WITHOUT COUNTING THE VOTE OF ANY INTERESTED DIRECTOR, EVEN IF THE DISINTERESTED DIRECTORS ARE LESS THAN A QUORUM PROVIDED THAT AT LEAST ONE CONSENTING DIRECTOR IS DISINTERESTED. A BOARD MEMBER OR COMMITTEE MEMBER WHO IS FORMALLY CONSIDERING EMPLOYMENT WITH YOUR COMMUNITY HEALTH CENTER MUST TAKE A TEMPORARY LEAVE OF ABSENCE UNTIL THE POSITION IS FILLED. SUCH A LEAVE WILL BE TAKEN WITHIN THE BOARD MEMBER'S ELECTED TERM, WHICH WILL NOT BE EXTENDED BECAUSE OF THE LEAVE. A BOARD MEMBER OR COMMITTEE MEMBER WHO IS FORMALLY CONSIDERING EMPLOYMENT WITH YOUR COMMUNITY HEALTH CENTER MUST SUBMIT A WRITTEN REQUEST FOR A TEMPORARY LEAVE OF ABSENCE TO THE SECRETARY OF THE BOARD INDICATING THE TIME PERIOD OF THE LEAVE. THE SECRETARY OF YOUR COMMUNITY HEALTH CENTER WILL INFORM THE CHAIR OF THE BOARD OF SUCH A REQUEST. THE CHAIR WILL BRING THE REQUEST TO THE BOARD FOR ACTION. THE REQUEST AND ANY ACTION TAKEN SHALL BE REFLECTED IN THE OFFICIAL MINUTES OF THE BOARD MEETING. AN INTERESTED BOARD MEMBER, OFFICER, OR STAFF MEMBER SHALL NOT PARTICIPATE IN ANY DISCUSSION OR DEBATE OF THE BOARD OR OF ANY COMMITTEE OR SUBCOMMITTEE THEREOF IN WHICH THE SUBJECT OF DISCUSSION IS A CONTRACT, TRANSACTION, OR SITUATION IN WHICH THERE MAY BE A PERCEIVED OR ACTUAL CONFLICT OF INTEREST. HOWEVER, THEY MAY BE PRESENT TO PROVIDE CLARIFYING INFORMATION IN SUCH A DISCUSSION OR DEBATE UNLESS OBJECTED TO BY ANY PRESENT BOARD OR COMMITTEE MEMBER. ANYONE IN A POSITION TO MAKE DECISIONS ABOUT SPENDING THE PARTNERSHIP'S RESOURCES (I.E., TRANSACTIONS SUCH AS PURCHASES CONTRACTS)-WHO ALSO STANDS TO BENEFIT FROM THAT DECISION-HAS A DUTY TO DISCLOSE THAT CONFLICT AS SOON AS IT ARISES (OR BECOMES APPARENT); S/HE SHOULD NOT PARTICIPATE IN ANY FINAL DECISIONS. A COPY OF THIS POLICY SHALL BE GIVEN TO ALL BOARD MEMBERS, STAFF MEMBERS, VOLUNTEERS OR OTHER KEY STAKEHOLDERS UPON COMMENCEMENT OF SUCH PERSON'S RELATIONSHIP WITH YOUR COMMUNITY HEALTH CENTER OR AT THE OFFICIAL ADOPTION OF STATED POLICY. EACH BOARD MEMBER, OFFICER, STAFF MEMBER AND VOLUNTEER SHALL SIGN AND DATE THE POLICY AT THE BEGINNING OF HER/HIS TERM OF SERVICE OR EMPLOYMENT AND EACH YEAR THEREAFTER. FAILURE TO SIGN DOES NOT NULLIFY THE POLICY. THIS POLICY AND DISCLOSURE FORM MUST BE FILED ANNUALLY BY ALL SPECIFIED PARTIES. |
FORM 990, PART VI, SECTION B, LINES 15A & 15B |
COMPENSATION REVIEW: YOUR COMMUNITY HEALTH CENTER USES MPCA DATA FOR COMPARISON WHEN DETERMINING COMPENSATION FOR THE CEO AND OFFICERS. THE COMPENSATION IS THEN REVIEWED BY THE BOARD. |
FORM 990, PART VI, SECTION C, LINE 19 |
DOCUMENT DISCLOSURE YOUR COMMUNITY HEALTH CENTER MAKES ITS CONFLICT OF INTEREST POLICY, GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS AVAILABLE ON THE ORGANIZATION'S WEBSITE AND UPON REQUEST. |