St. Anne’s Terrace, Inc. Board Member Information/Committee Preference
Committee Responsibilities
Finance/ Personnel:
Drafts the annual budget, analyzes salary structure, bonus, investments, financial issues and reviews the annual audit. Coordinates with Executive Director and Director of Finance.
Facilities: Building, Grounds
Building coordinates with the Director of Maintenance concerning maintenance and capital improvements for the building. Grounds participates in oversight of landscape company, pond, and fish maintenance, provides input in landscaping changes and improvements.
IT:
Coordinates with management concerning IT systems for facility and residents.
Enrichment:
Concentrates on creating wide range of enriching experiences for the residents such as newcomer’s dinners, special classes and special occasion events, equipment purchases.
Governance:
Heads up board development and oversees board governance by reviewing and updating By-Laws, policies and documents.
Special Funds:
There are three funds. Samaritan Fund provides limited financial assistance to residents who qualify. Anne’s Purse, with an annual fund drive, provides funds outside the operating budget for projects improving the residential experience. Terrace Future Fund supplements operating revenues for future expenses such as debt service and reduction, renovation of public spaces and other as directed by the Board.
Long Range Planning:
Reviews, assesses financials, policies, physical plant, resident census, and innovations with an eye to the future.
Executive:
Consists of President, Vice-President/President-Elect, Secretary, Treasurer, Immediate Past President and other current or past board member(s) whose experience is valued. Meets on regular basis to serve as sounding board for and oversees performance of Executive Director, approves certain financial transactions, facilitates committee actions and reports actions to Board.
Please select one, two or more of the committees below on which you are interested in serving. (See the information above for the explanation of committee functions)
IRS Conflict of Interest Policy for St. Anne’s Terrace, Inc.
Article 1
Purpose
The purpose of this conflict-of-interest policy is to protect the interest of St. Anne's Terrace, Inc. ("St. Anne's”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of St. Anne's or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace O.C.G A. 14-3-860 et. seq and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Article II
Definitions
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Conflict of Interest
A conflict of interest exists where an Interested Person has a financial interest in a transaction with St. Anne's.
The following activities are considered by the organization to be conflicts of interest, but that conflicts of interest are not limited to the following situations:
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Where a director makes a decision, or does an act motivated by other or additional considerations than the best interests of the organization.
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Where a director, without disclosure, personally contracts with the organization or where he/he is a director of other organizations which are contracting with this organization.
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Where, in his or her position of a director, he or she learns of an opportunity for profit which may be valuable to him/her personally or to another organization of which he/s he is a member or to other persons known to the director and usurps the opportunity.
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Where a director, in any circumstance as related to the organization, puts his/her personal interests ahead of the best interest s of the organization.
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Family Member
Shall mean the spouse (or a parent or sibling thereof) of the director or a child, grandchild, sibling, parent (or spouse of any thereof), or an individual having the same ho me as the director, or a trust or estate of which an individual specified in this paragraph is a substantial beneficiary.
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Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or Family Member:
St. Anne's has a transaction or arrangement or
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
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Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
Article III
Procedures
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Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the 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 transaction or arrangement.
Disclosure should be made to the board president, who shall bring these matters, if material, to the board.
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Determining Whether a Conflict of Interest Exists
After disclosure of the interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The board shall determine whether a conflict exists and is material and in the presence of an existing material conflict, whether the contemplated transaction may be authorized as just, fair,and reasonable to St. Anne's. The decision of the board on these matters will rest in their sole discretion, and their concern must be the welfare of St. Anne's and the advancement of its purpose and will be documented in the minutes.
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Procedures for Addressing the Conflict of Interest
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An interested person may make a presentation at the board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and voteon, the transaction or arrangement involving the possible conflict of interest.
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The president of the board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
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After exercising due diligence, the board or committee shall determine whether St.Anne's can obtain with reasonable efforts a more advantageous transaction orarrangement from a person or entity that would not give rise to a conflict of interest.
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If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangements is in St. Anne's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
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Violations of the Conflict-of-Interest Policy
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If the board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
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If, after hearing the member's response and after making further investigation as warranted by the circumstances, the board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
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Confidentiality
Each director shall exercise care not to disclose confidential information acquired in connection with such status or information the disclosure of which might be adverse to the interests of St. Anne 's. Furthermore, a director shall not disclose or use information relating to the business of St. Anne's for the personal profit or advantage of the director or a Family Member.
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Records of Proceedings
The minutes of the board and all committees with board delegated powers shall contain:
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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.
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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 with the proceedings.
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Annual Statements
Each director shall annually sign a statement which affirms such person:
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Has received a copy of the conflicts of interest policy.
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Has read and understands the policy,
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Has agreed to comply with the policy, and
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Understands St. Anne's is charitable and in order to maintain its federal Tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
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Periodic Reviews
To ensure St. Anne's operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
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Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm' s length bargaining.
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Whether partnerships. joint ventures, and arrangements with management organizations conform to St. Anne's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
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Use of Outside Experts
When conducting the periodic reviews, St. Anne' s may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
St. Anne's Terrace., Inc. Board of Directors Conflict-of-Interest Disclosure Statement
Conflicts can arise from many ordinary and appropriate activities; the existence of a conflict does not imply wrong doing on anyone's part. But when conflicts do arise, they must be recognized and disclosed, and then eliminated or appropriately managed. Some relationships may create an appearance of conflict; those too, are important to eliminate or manage so that we may maintain public confidence in the integrity of our activities.
AREAS IN WHICH CONFLICT MAY ARISE: Conflicts of interest may arise in the relations of directors, officers, and management employees with any of the following third parties:
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Persons and firms supplying goods and services to St. Anne 's
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Persons and firms from whom St. Anne's leases property and equipment
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Persons and firms with whom St. Anne's is dealing or planning to deal in connection with the gift, purchase or sale of real estate, securities, or other property
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Competing or affinity organizations
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Donors and others supporting St. Anne 's
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Agencies, organizations, and associations that affect the operations of St. Anne' s
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Family members, friends, and other employees
NATURE OF CONFLICTING INTEREST: A material conflicting interest may be defined as an interest, direct or indirect, with any persons and firms mentioned above. Such an interest might arise through:
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Owning stock or holding debt or other proprietary interests in any third party dealing with St.Anne's
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Holding office, serving on the board, participating in management, or being otherwise employed (or formerly employed) in any third party dealing with St. Anne's
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Receiving remuneration for services with respect to individual transactions involving St. Anne's
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Using St. Anne' s time, personnel, equipment, supplies, or good will for other than St. Anne's approved activities, programs, and purposes
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Receiving personal gifts or loans from third parties dealing with St. Anne’s. Receipt of any gift is disapproved except gifts of nominal value that could not be refused without discourtesy. No personal gift of money should ever be accepted.
Conflict of Interest Disclosure Statement
Please initial in the space at the end of Item A or complete Item B, whichever is appropriate, complete item C, and sign and date the statement and return it to the board president.
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I am not aware of any relationship or interest or situation involving my family or myself thatmight result in, or give the appearance of being, a conflict of interest between such familymember or me on one hand and St. Anne's on the other.
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The following are relationships, interests, or situations involving me or a member of my familythat I consider might result in or appear to be an actual, apparent or potential conflict ofinterest between such family members or myself on one band and St. Anne's on the other.
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For - profit corporate directorships, positions, and employment:
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Nonprofit trusteeships of positions:
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Memberships in the following organizations:
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Contracts, business activities, and investments with or in the following organizations:
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Other relationships and activities:
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My primary business or occupation at this time:
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I have read and understand St. Anne's conflict-of-interest policy and agree to be bound by it. Iwill promptly inform the Board president of St. Anne's of any material change that develops inthe information contained in the foregoing statement.
