Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 6 | ORGANIZATION HAS MEMBERS. |
| FORM 990, PART VI, SECTION A, LINE 7A | MEMBERS ELECT GOVERNING BODY. |
| FORM 990, PART VI, SECTION A, LINE 7B | THE GOVERNING BODY OF THE SOCIETY SHALL BE THE BOARD OF DIRECTORS, EACH OF WHOM SHALL BE A VOTING MEMBER OF THE SOCIETY IN GOOD STANDING. THE BOARD SHALL BE COMPOSED OF THE FOLLOWING POSITIONS: (A) THE CHAIRMAN/CHAIRWOMAN OF THE SOCIETY WHO SHALL BE DESIGNATED CHAIRMAN/CHAIRWOMAN OF THE BOARD AND SHALL PRESIDE AT ALL BOARD MEETINGS, (B) THE CHAIRMAN/CHAIRWOMAN ELECT OF THE SOCIETY WHO SHALL BE ELECTED BY THE MEMBERSHIP, AND (C) FOUR DIRECTORS AT LARGE WHO SHALL BE ELECTED BY THE MEMBERSHIP. THE BOARD MAY, IN ITS DISCRETION, CREATE OR LATER ELIMINATE ONE OR MORE ADDITIONAL DIRECTOR AT-LARGE POSITIONS, BUT THERE SHALL AT ALL TIMES BE NO FEWER THAN FOUR DIRECTORS AT-LARGE. ONE DIRECTOR AT-LARGE POSITION SHALL BE FOR A TERM OF ONE YEAR, THREE DIRECTOR AT-LARGE POSITIONS SHALL BE FOR A TERM OF TWO YEARS, AND ANY ADDITIONAL DIRECTOR AT-LARGE POSITIONS CREATED BY THE BOARD SHALL BE FOR A TERM OF ONE OR TWO YEARS IN THE BOARD'S DISCRETION. THE CHAIRMAN/CHAIRWOMAN-ELECT POSITION, AND ANY DIRECTOR AT-LARGE POSITION COMING VACANT AT THE EXPIRATION OF ITS TERM, SHALL BE FILLED BY ONE OR MORE VOTING MEMBERS OF THE SOCIETY WHO ARE NOMINATED BY THE LEADERSHIP DEVELOPMENT COMMITTEE, OR NOMINATED FROM THE FLOOR AT THE ANNUAL MEETING OF MEMBERS, AND ELECTED BY A MAJORITY VOTE OF THE MEMBERS PRESENT AT THE MEETING. DIRECTOR POSITIONS WITH A TWO-YEAR TERM SHOULD BE REASONABLY STAGGERED. |
| FORM 990, PART VI, SECTION B, LINE 11 | THE 990 IS REVIEWED AND APPROVED BY THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS PRIOR TO SUBMISSION. |
| FORM 990, PART VI, SECTION B, LINE 12C | ALL BOARD MEMBERS AND OFFICERS, ANNUALLY, AND EMPLOYEES UPON EMPLOYMENT, SHALL SIGN ACKNOWLEDGMENTS THAT THEY HAVE RECEIVED A COPY OF, UNDERSTAND, AND WILL COMPLY WITH THIS POLICY. IF THERE IS A DISAGREEMENT OR UNCERTAINTY AS TO WHETHER OR NOT A CONFLICT OF INTEREST EXISTS, FORMAL DETERMINATION WILL BE MADE BY THE BOARD OF DIRECTORS OF THE VTCPA. |
| FORM 990, PART VI, SECTION B, LINE 15A | CHAIRMAN/CHAIRWOMAN OF BOTH THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS AND THE COMPENSATION COMMITTEE, COORDINATES THE ANNUAL PROCESS OF EVALUATING THE EXECUTIVE DIRECTOR/CEO, AND ENSURES CONFIDENTIALITY AND COMPLETENESS OF THE EXECUTIVE DIRECTOR/CEO'S PERSONNEL FILE. THE COMPENSATION COMMITTEE REVIEWS THE PERFORMANCE AND SETS THE COMPENSATION OF THE EXECUTIVE DIRECTOR/CEO. |
| FORM 990, PART VI, SECTION C, LINE 19 | UPON REQUEST. |
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