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 1 | The Board of Directors has established an Audit Committee comprised of three members of the Board of Directors (AS VOTING MEMBERS) and the PRESIDENT AND THE Treasurer (EACH serving in a non-voting, ex officio role). The Audit Committee was established to (a) advise the Board in general as to internal controls, risk oversight, financial reporting and legal and ethical compliance, and (b) exercise the authority of the Board as to the following matters: (i) retention of an independent accountant for WGLO; (ii) administration of the Conflict of Interest Policy and Whistleblower Policy; (iii) authorization of the filing of any tax reports and returns; (iv) establishment of an Investment Policy and administration of that Policy; (v) establishment of a Records Retention Policy and administration of that Policy; and (vi) establishment of a Risk Management Policy (including insurance) and administration of that Policy. |
| Form 990, Part VI, Section A, line 4 | WGLO's CHARTER AND bylaws were amended in August 2016. THESE AMENDMENTS TO WGLO'S ORGANIZATIONAL DOCUMENTS CHANGED THE MANNER IN WHICH THE BOARD OF DIRECTORS IS ELECTED OR APPOINTED. BY JULY 1 PRECEDING EACH BIENNIAL MEETING OF THE BOARD OF DIRECTORS (COMMENCING WITH THE OCTOBER 2015 BIENNIAL MEETING), THE PRESIDENT SHALL APPOINT A NOMINATING COMMITTEE (FOLLOWING PROCEDURES SET FORTH IN THE BYLAWS). THE NOMINATING COMMITTEE SHALL BE COMPRISED OF TEN DIRECTORS, THREE OF WHOM SHALL BE CLASS A DIRECTORS, FOUR OF WHOM SHALL BE CLASS B DIRECTORS (ONE OF WHICH SHALL BE THE CLASS B DIRECTOR APPOINTED BY THE TRIBAR OPINION COMMITTEE ("TRIBAR")), AND THREE OF WHOM SHALL BE CLASS C DIRECTORS. SUBJECT TO THE PROCEDURES STATED IN THE BYLAWS, THE NOMINATING COMMITTEE SHALL NOMINATE A SLATE OF 27 PERSONS TO BE ELECTED OR APPOINTED AS DIRECTORS AT THE NEXT BIENNIAL MEETING. THE FULL SLATE MUST BE APPROVED BY THE MAJORITY VOTE OF THE ENTIRE NOMINATING COMMITTEE AND BY A MAJORITY VOTE OF EACH CLASS OF DIRECTORS SERVING ON THE NOMINATING COMMITTEE (EXCLUDING FROM THE CLASS B CLASS VOTE THE TRIBAR APPOINTEE TO THE NOMINATING COMMITTEE). THE BYLAWS INCLUDE PROCEDURES FOR THE NOMINATION OF DIRECTORS IN THE EVENT THE NOMINATING COMMITTEE FAILS TO NOMINATE A FULL SLATE. AT SUCH NEXT BIENNIAL MEETING, FROM THE PERSONS NOMINATED (i) THE INCUMBENT CLASS A DIRECTORS WILL ELECT THE CLASS A DIRECTORS FOR THE ENSUING TERM, (ii) TRIBAR WILL APPOINT ONE CLASS B DIRECTOR AND THE INCUMBENT CLASS B DIRECTORS (EXCLUDING THE CLASS B DIRECTOR APPOINTED BY TRIBAR) WILL ELECT THE REMAINING CLASS B DIRECTORS FOR THE ENSUING TERM, AND (iii) THE CLASS C MEMBER WILL APPOINT THE CLASS C DIRECTORS FOR THE ENSUING TERM. |
| Form 990, Part VI, Section A, line 6 | THE CORPORATION SHALL HAVE THREE CLASSES OF MEMBERS: CLASS A MEMBERS, CLASS B MEMBERS AND THE CLASS C MEMBER. EACH MEMBER SHALL BE A LEGAL ENTITY AND NOT A NATURAL PERSON. CLASS A MEMBERS SHALL BE LAW FIRMS, AND AS A REQUIREMENT FOR CONTINUING MEMBERSHIP IN THE CORPORATION, THE CLASS A MEMBERS SHALL PAY ANNUAL ASSESSMENTS IN SUCH AMOUNTS AS DETERMINED BY THE BOARD FROM TIME TO TIME. CLASS B MEMBERS SHALL CONSIST OF OTHER TYPES OF INTERESTED ENTITIES, OTHER THAN A CLASS A OR CLASS C MEMBER, AS DETERMINED TO BE ACCEPTABLE BY THE BOARD FROM TIME TO TIME. CLASS B MEMBERS SHALL NOT BE REQUIRED TO PAY ANNUAL ASSESSMENTS FOR CONTINUING MEMBERSHIP; PROVIDED THAT TRIBAR SHALL BE A CLASS B MEMBER; AND PROVIDED, FURTHER THAT THE BOARD MAY TERMINATE MEMBERSHIP OF ANY CLASS B MEMBER IF SUCH CLASS B MEMBERS FAILS TO PARTICIPATE IN THE ACTIVITIES OF THE CORPORATION FOR TWELVE OR MORE CONSECUTIVE MONTHS. THE CLASS C MEMBER SHALL BE THE AMERICAN BAR ASSOCIATION BUSINESS LAW SECTION, AND THE CLASS C MEMBER SHALL NOT BE REQUIRED TO PAY ANNUAL ASSESSMENTS FOR CONTINUING MEMBERSHIP. |
| Form 990, Part VI, Section A, line 7a | THE PRESIDENT, THE SECRETARY, THE TREASURER, AND ALL OTHER OFFICERS ELECTED BY THE BOARD SHALL BE ELECTED AT EACH BIENNIAL MEETING OF THE BOARD, BEGINNING WITH THE BIENNIAL MEETING HELD OCTOBER 2015. SUCH ELECTION SHALL BE MADE BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE DIRECTORS PRESENT AT THE MEETING AT WHICH A QUORUM IS PRESENT. EACH SUCH OFFICER SHALL HOLD OFFICE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND QUALIFIED OR UNTIL SUCH OFFICER'S EARLIER RESIGNATION, REMOVAL FROM OFFICE OR DEATH. |
| Form 990, Part VI, Section B, line 11 | AFTER APPROVAL BY THE AUDIT COMMITTEE, THE BOARD OF DIRECTORS WILL RECEIVE A COPY OF THE FORM 990 FOR REVIEW PRIOR TO SUBMISSION. |
| Form 990, Part VI, Section B, line 12c | TO ENSURE THE CORPORATION OPERATES IN A MANNER CONSISTENT WITH ITS PURPOSE AND DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS TAX-EXEMPT STATUS, PERIODIC REVIEWS SHALL BE CONDUCTED BY THE BOARD OF DIRECTORS OF THE CORPORATION OR APPROPRIATE COMMITTEE THEREOF. THE PERIODIC REVIEWS SHALL, AT A MINIMUM, INCLUDE THE FOLLOWING SUBJECTS: A. WHETHER COMPENSATION ARRANGEMENTS AND BENEFITS ARE REASONABLE, BASED ON THE RESULT OF ARM'S LENGTH BARGAINING AND, TO THE EXTENT THE BOARD OF DIRECTORS OF THE CORPORATION OR APPROPRIATE COMMITTEE THEREOF DETERMINES IT REASONABLE AND APPROPRIATE GIVEN THE AMOUNT OF COMPENSATION OR BENEFITS PROVIDED OR THE NATURE OF THE EMPLOYMENT, COMPETENT SURVEY INFORMATION; AND B. WHETHER PARTNERSHIPS, JOINT VENTURE AND ARRANGEMENTS WITH MANAGEMENT ORGANIZATIONS CONFORM TO THE CORPORATION'S WRITTEN POLICIES, ARE PROPERLY RECORDED, REFLECT REASONABLE INVESTMENT OR PAYMENT FOR GOODS AND SERVICES, FURTHER THE CORPORATION'S PURPOSES AND DO NOT RESULT IN INUREMENT, IMPERMISSIBLE PRIVATE BENEFIT OR IN AN EXCESS BENEFIT TRANSACTION. |
| Form 990, Part VI, Section C, line 19 | THE ORGANIZATION CURRENTLY DOES NOT MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY OR FINANCIAL STATMENTS AVAILABLE TO THE PUBLIC. |
| Form 990, Part XII, Line 1: | WGLO uses the modified cash basis for accounting. |
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