Policies

Executive Compensation Policy
Policy for Board Approval of Compensation

The Executive Director of Cuasvahh Incorporated (the “Nonprofit”) is the principal representative of Cuasvahh Incorporated, and the person responsible for the efficient operation of the Nonprofit. Therefore, it is the desire of the Nonprofit to provide a fair yet reasonable and not excessive compensation for the Executive Director.

The annual process for determining compensation is as follows: The Nonprofit shall annually evaluate the Executive Director on his/her performance, and ask for his/her input on matters of performance and compensation.

Board Approval. The human resource committee will obtain research and information to make a recommendation to the full board for the compensation (salary and benefits) of the Executive Director based on a review of comparability data. For example, the human resource Committee will secure data that documents compensation levels and benefits for similarly qualified individuals in comparable positions at similar organizations. This data may include the following:

Salary and benefit compensation studies by independent sources;
Written job offers for positions at similar organizations;
Documented telephone calls about similar positions at both nonprofit and for-profit organizations; and
Information obtained from the IRS Form 990 filings of similar organizations.

Concurrent Documentation. To approve the compensation for the Executive Director the board must document how it reached its decisions, including the data on which it relied, in minutes of the meeting during which the compensation was approved. Documentation will include:

a) A description of the compensation and benefits and the date it was approved;
b) The members of the board who were present during the discussion about compensation and benefits, and the results of the vote;
c) A description of the comparability data relied upon and how the data was obtained; and
d) Any actions taken (such as abstaining from discussion and vote) with respect to consideration of the compensation by anyone who is otherwise a member of the board but who had a conflict of interest with respect to the decision on the compensation and benefits.

Independence in Setting Compensation: The Chair of the board of directors, who is a volunteer and not compensated by the Nonprofit, will operate independently without undue influence from the Executive Director.

No member of the Human Resources Committee will be a staff member, the relative of a staff member, or have any relationship with staff that could present a conflict of interest.

Public Disclosure Policy as of October 15,2010

1. The following documents will be made available to the public through CUASVAHH’s website and/or upon request where applicable.

a. Articles of incorporation and all amendments;

b. Bylaws and all amendments;

c. Conflict of interest policy;

d. Reviewed Financial statement; and

e. Audited financial statements

2. The Form 990s are available on GuideStar. Before being posted on GuideStar, the Form 990 will be made available either upon request and reimbursement of copy costs or by other means allowable under the applicable Treasury Regulations.

The financial statements will not be made available to the public, other than as reported on the annual Form 990. The financial statements are unaudited and are for reporting purposes to the board only. The financial statements represent the current understanding of the financial picture at that snapshot in time, and as such are reviewed by the board of directors. Without an independent audit or review of the financial statements and the information from which they are prepared, the corporation believes that it would be unwise to make them available to the public. The information set forth in the Form 990 has at least received the advice of the organization’s independent accountant in its preparation, and to that extent, is a better picture of the organization’s financial condition than the informal financial statements presented to the board during the year.

Whistleblower Protection Policy

CUASVAHH requires directors, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of CUASVAHH, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.

Reporting Responsibility
This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns internally so that CUASVAHH can address and correct inappropriate conduct and actions. It is the responsibility of all board members, officers, employees and volunteers to report concerns about violations of CUASVAHH’s code of ethics or suspected violations of law or regulations that govern CUASVAHH’s operations.

No Retaliation
It is contrary to the values of CUASVAHH for anyone to retaliate against any board member, officer, employee or volunteer who in good faith reports an ethics violation, or a suspected violation of law, such as a complaint of discrimination, or suspected fraud, or suspected violation of any regulation governing the operations of CUASVAHH. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.

Reporting Procedure
CUASVAHH has an open door policy and suggests that employees/ Volunteers share their questions, concerns, suggestions or complaints with their supervisor. If you are not comfortable speaking with your supervisor or you are not satisfied with your supervisor’s response, you are encouraged to speak with the Human Resources Manager. Supervisors and managers are required to report complaints or concerns about suspected ethical and legal violations in writing to CUASVAHH’s Global Director of Human Resources and Organizational Development, who has the responsibility to investigate all reported complaints. Employees with concerns or complaints may also submit their concerns in writing directly to their supervisor or the Executive Director.

Global Director of Human Resources and Organizational Development.
CUASVAHH’s Global Director of HR & OD is responsible for ensuring that all complaints about unethical or illegal conduct are investigated and resolved. The Director will advise the Executive Director of all complaints and their resolution and will report at least annually to the Treasurer on compliance activity relating to accounting or alleged financial improprieties.

Accounting and Auditing Matters
CUASVAHH’s Global Director of HR and OD shall immediately notify the Finance Committee of any concerns or complaint regarding corporate accounting practices, internal controls or auditing and work with the committee until the matter is resolved.
Anyone filing a written complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

Confidentiality
Violations or suspected violations may be submitted on a confidential basis by the complainant. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

Handling of Reported Violations
CUASVAHH’s Global Director of HR and OD will notify the person who submitted a complaint and acknowledge receipt of the reported violation or suspected violation. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.

CONFLICT OF INTEREST POLICY

Article I: Purpose

This conflict of interest policy is designed to foster public confidence in the integrity of CUASVAHH (the “Organization”) and to protect the Organization’s interest when it is contemplating entering a transaction (defined below) that might benefit the private interest of a director, a corporate officer, the top management or top financial official, or a key employee (defined below).
Article II: Definitions

The following are considered insiders for the purposes of this policy:

Each member of the Board of Directors or other governing body.

The president, chief executive officer, chief operating officer, treasurer and chief financial officer, executive director, or any person with the responsibilities of any of these positions (whether or not the person is an officer of the Organization under the Organization’s Bylaws and the California Corporations Code).

Any key employee, meaning an employee whose total annual compensation (including benefits) from the organization and its affiliates is more than $130,000 and who (a) has responsibilities or influence over the organization similar to that of officers, directors, or trustees; or (b) manages a program that represents 10% or more of the activities, assets, income, or expenses of the organization; or (c) has or shares authority to control 10% or more of the organization’s capital expenditures, operating budget, or compensation for employees.

Interest means any commitment, investment, relationship, obligation, or involvement, financial or otherwise, direct or indirect, that may influence a person’s judgment, including receipt of compensation from the Organization, a sale, loan, or exchange transaction with the Organization.

A conflict of interest is present when, in the judgment of the Board of Directors, an insider’s stake in the transaction is such that it reduces the likelihood that an insider’s influence can be exercised impartially in the best interests of the Organization.

Transaction means any transaction, agreement, or arrangement between an insider and the Organization, or between the Organization and any third party where an insider has an interest in the transaction or any party to it. “Transaction does not include compensation arrangements between the Organization and a director, officer, or other insider that are wholly addressed under the Organization’s Compensation Policy.”

Article III: Procedures

1. Duty to Disclose

Each insider shall disclose to the Board all material facts regarding his or her interest in the transaction, promptly upon learning of the proposed transaction.

2. Determining Whether a Conflict of Interest Exists

With regard to an insider, the Board shall determine if a conflict of interest exists. The insider(s) and any other interested person(s) involved with the transaction shall not be present during the Board’s discussion or determination of whether a conflict of interest exists, except as provided in Article IV below.

3. Procedures for Addressing a Conflict of Interest

The Board shall follow the procedures set forth in Article IV in order to decide what measures are needed to protect the Organization’s interests in light of the nature and seriousness of the conflict, to decide whether to enter into the transaction and, if so, to ensure that the terms of the transaction are appropriate.

Article IV: Review by the Board

The Board may ask questions of and receive presentation(s) from the insider(s) and any other interested person(s), but shall deliberate and vote on the transaction in their absence. The Board shall ascertain that all material facts regarding the transaction and the insider’s conflict of interest have been disclosed to the Board and shall compile appropriate data, such as comparability studies, to determine fair market value for the transaction.

After exercising due diligence, which may include investigating alternatives that present no conflict, the Board shall determine whether the transaction is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable to the Organization; the majority of disinterested members of the Board then in office may approve the transaction.

Article V: Records of Proceedings

The minutes of any meeting of the Board pursuant to this policy shall contain the name of each insider who disclosed or was otherwise determined to have an interest in a transaction; the nature of the interest and whether it was determined to constitute a conflict of interest; any alternative transactions considered; the members of the Board who were present during the deliberations on the transaction, those who voted on it, and to what extent interested persons were excluded from the deliberations; any comparability data or other information obtained and relied upon by the Board and how the information was obtained; and the result of the vote, including, if applicable, the terms of the transaction that was approved and the date it was approved.

Article VI: Annual Disclosure and Compliance Statements

Each director, each corporate officer, the top management official, the top financial official, and each key employee of the Organization, shall annually sign a statement on the form attached, that:

affirms that the person has received a copy of this conflict of interest policy, has read and understood the policy, and has agreed to comply with the policy; and

discloses the person’s financial interests and family relationships that could give rise to conflicts of interest.

Article VII: Violations

If the Board has reasonable cause to believe that an insider of the Organization has failed to disclose actual or possible conflicts of interest, including those arising from a transaction with a related interested person, it shall inform such insider of the basis for this belief and afford the insider an opportunity to explain the alleged failure to disclose. If, after hearing the insider’s response and making further investigation as warranted by the circumstances, the Board determines that the insider has failed to disclose an actual or possible conflict of interest, the Board shall take appropriate disciplinary and corrective action.

Article VIII: Annual Reviews

To ensure that the Organization operates in a manner consistent with its status as an organization exempt from federal income tax, the Board shall authorize and oversee an annual review of the administration of this conflict of interest policy. The review may be written or oral. The review shall consider the level of compliance with the policy, the continuing suitability of the policy, and whether the policy should be modified and improved.

TRANSPARENCY & ACCOUNTABILITY

This How Our Practices Demonstrate Transparency and Accountability.
Our accountability and transparency is demonstrated by a variety of practices, including:

  • Being honest in solicitation materials and truthful and clear in communications with donors about how their gifts will be or have been used; Please see our Donor bill of rights. ( Ibrahim please make this a link to the bill of right that I will send to you later)
    Having a conflict of interest policy that all board and staff are aware of and review regularly;
  • Adopting an executive compensation policy to ensure that the full board is aware of and approves the compensation of the executive director/CEO; Publishing financial information on our website, such as the copy of the CUASVAHH’s application for tax-exemption, IRS Form 990, audited financial statements and annual reports, as applicable;
  • Ensuring the regular review by the board of current financial statements and of the IRS Form 990 prior to filing; ( Ibrahim this should be link to the annual report page)
  • Adopting sound financial management policies, including internal controls, to ensure accountability; clarifying the board and staff’s role in financial accountability by using a board/staff agreement
  • Being transparent about who is accountable for the nonprofit’s expenditures; adopting expense policies, such as a travel expense reimbursement policy.
  • Responding appropriately to requests for copies of financial reports, as required by the IRS public disclosure requirements.
  • Use an on-line tutorial from the IRS to teach your board or staff about the IRS public disclosure regulations

CUASVAHH public disclosure policy 

At CUASVAHH we believe that other important aspects of creating a culture of transparency and accountability include adopting an internal complaint procedure for staff and volunteers, and a whistleblower policy in accordance with state laws for whistleblower protection.