Finding Text
2025‑001: Board Meetings Criteria: New York Not‑for‑Profit Corporation Law (N‑PCL) §519 requires non-profit organizations to have at least an annual meeting of the board of directors. Condition: Villa Scalabrini did not hold an annual meeting of the board of directors during the fiscal year ended September 30, 2025. Context: This issue was entity‑wide and not limited to a single federal program. Cause: The Board did not prioritize or schedule the annual meeting due to competing operational priorities, and there were insufficient procedures to ensure compliance with statutory governance requirements (e.g., a corporate calendar with compliance checkpoints). Effect: Weakening of the control environment and governance oversight, increases the risk that noncompliance, errors, or irregularities may go undetected. Noncompliance with state corporate law requirements regarding annual meetings and the annual report of directors. Potential reputational and regulatory risk, including scrutiny from state regulators (e.g., NY Charities Bureau) and possible challenges in demonstrating effective oversight to federal pass‑through entities or awarding agencies. Recommendation: Schedule and hold an annual meeting of the board of directors and document minutes and the annual report of directors. Additionally, Villa Scalabrini should adopt a board governance calendar with statutory checkpoints (annual meeting, director elections, policy reviews) and assign responsibility for compliance tracking. Views of management and planned corrective action: The Board agrees with the finding. The board secretary will convene an annual meeting as soon as possible, minutes will be recorded and the annual report of directors prepared and filed with the corporate records in accordance with N‑PCL §519. A governance calendar will be implemented and monitored monthly.