Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 1 | THE EXECUTIVE COMMITTEE CONSISTS OF SEVERAL CURRENT MEMBERS OF THE BOARD OF DIRECTORS INCLUDING THE CHAIR, VICE CHAIR, SECRETARY/TREASURER AND IMMEDIATE PAST CHAIR. THE EXECUTIVE COMMITTEE IS EMPOWERED AND AUTHORIZED TO EXERCISE ALL OF THE POWERS AND AUTHORIZATIONS POSSESSED BY THE BOARD OF DIRECTORS AT ALL TIMES, EXCEPT DURING TIMES WHEN THE BOARD OF DIRECTORS IS IN SESSION. THE ANNUAL MEETING OF THE EXECUTIVE COMMITTEE AND BOARD OF DIRECTORS IS HELD WITHIN 75 DAYS AFTER THE END OF THE FISCAL YEAR. |
| FORM 990, PART VI, SECTION B, LINE 11B | A COPY OF THE FORM 990 IS PROVIDED TO THE EXECUTIVE COMMITTEE PRIOR TO FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | ANY DIRECTOR, OFFICER, OR MEMBER OF A COMMITTEE WITH BOARD DELEGATED POWERS WHO HAS A DIRECT OR INDIRECT FINANCIAL INTEREST IS AN INTERESTED PERSON. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF HIS OR HER FINANCIAL INTEREST AND MUST BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS AND/OR MEMBERS OF COMMITTEE(S) WITH BOARD OR EXECUTIVE COMMITTEE DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, HE/SHE SHALL LEAVE THE MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE BOARD OR COMMITTEE MEETING, BUT AFTER SUCH PRESENTATION, HE/SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT THAT CONSTITUTES THE CONFLICT OF INTEREST. THE CHAIRPERSON OF THE BOARD OR COMMITTEE MAY, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER EXERCISING DUE DILIGENCE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE ORGANIZATION CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETEMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE ORGANIZATION'S BEST INTEREST AND FOR ITS OWN BENEFIT AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO THE ORGANIZATION AND SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION. |
| FORM 990, PART VI, SECTION B, LINE 15A | PURSUINT TO THE BYLAWS, THE ORGANIZATION HAS AN ACTIVE COMPENSATION COMMITTEE THAT REVIEWS AND APPROVES THE COMPENSATION FOR THE PRESIDENT AND CEO, INCLUDING DIRECT PAY AND BENEFITS. THE COMPENSATION PLAN INCLUDES BENCHMARK COMPARISONS OF PAY AND BENEFITS TO INDUSTRY AND GEOGRAPHIC DATA. THESE ITEMS ARE COLLECTIVELY APPROVED BY THE EXECUTIVE COMMITTEE THROUGH THE ANNUAL BUDGET APPROVAL PROCESS. THE LAST REVIEW OF THE CEO'S PERFORMANCE WAS COMPLETED IN 2018. THE COMPENSATION FOR ALL EMPLOYEES OTHER THAN THE CEO ARE DETERMINED BY THE CEO. THESE ITEMS ARE COLLECTIVELY APPROVED BY THE EXECUTIVE COMMITTEE THROUGH THE ANNUAL BUDGET APPROVAL PROCESS. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST. |
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