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 OF THE BOARD OF DIRECTORS SHALL BE EMPOWERED AND AUTHORIZED TO EXERCISE ALL OF THE POWERS AND AUTHORITY OF THE BOARD OF DIRECTORS AT ALL TIMES, EXCEPT DURING TIMES WHEN THE BOARD OF DIRECTORS IS IN SESSION. THE EXECUTIVE COMMITTEE SHALL BE COMPRISED OF THE OFFICERS OF THE CORPORATION, THE IMMEDIATE PAST CHAIR OF THE CORPORATION, THE CHAIR OF THE FINANCE COMMITTEE AND THREE ADDITIONAL MEMBERS OF THE BOARD OF DIRECTORS SELECTED BY THE BOARD. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE CORPORATION SHALL HAVE MEMBERS WHO SHALL BE THOSE PERSONS, CORPORATIONS, LIMITED LIABILITY COMPANIES, PARTNERSHIPS, ASSOCIATIONS, OR FIRMS ELECTED TO MEMBERSHIP BY THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE DIRECTORS SHALL BE ELECTED BY A MAJORITY VOTE OF THE MEMBERS OF THE CORPORATION PRESENT AND VOTING AT THE ANNUAL MEETING OF MEMBERS. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE FORM 990 IS PREPARED BY THE ORGANIZATION'S PUBLIC ACCOUNTING FIRM BASED ON DATA SUPPLIED BY THE ORGANIZATION. ONCE A REVIEW IS PERFORMED BY MANAGEMENT OF THE ORGANIZATION, THE FORM 990 IS PRESENTED TO THE FINANCE COMMITTEE FOR THEIR FINAL REVIEW AND APPROVAL. IN ADDITION, A COPY OF THE FORM 990 IS MADE AVAILABLE TO ALL MEMBERS OF THE BOARD OF DIRECTORS PRIOR TO FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | A DESIGNATED PERSON WHO HAS A CONFLICT OF INTEREST SHALL DISCLOSE THE CONFLICT OF INTEREST WHEN IT ARISES, AND BEFORE ACTION ON THE TRANSACTION OR CLAIM IN QUESTION. DISCLOSURE IS REQUIRED EVEN IF A DECISION CONCERNING THE TRANSACTION OR CLAIM IS NOT SUBJECT TO APPROVAL BY THE DESIGNATED PERSON OR THE BOARD OR COMMITTEE ON WHICH THE DESIGNATED PERSON SERVES. CONFLICTS OF INTEREST INVOLVING THE MEMBERS OF THE BOARD OF THE CORPORATION SHALL BE REPORTED TO THE BOARD. THE MINUTES OF THE BOARD AND OF ANY COMMITTEE AT WHICH A CONFLICT OF INTEREST WAS REPORTED SHALL STATE WHO WAS PRESENT FOR ANY DISCUSSIONS AND VOTES CONCERNING THE TRANSACTION OR CLAIM INVOLVING THE CONFLICT OF INTEREST. A DESIGNATED PERSON WHO HAS A CONFLICT OF INTEREST ARISING OUT OF OR RELATED TO A TRANSACTION OR CLAIM SHALL BE EXCUSED FROM THE BOARD OR COMMITTEE MEETING, AS THE CASE MAY BE, BEFORE ANY DELIBERATIONS OR VOTING CONCERNING THE AUTHORIZATION OF THE TRANSACTION OR THE ASSERTION OF THE CLAIM, PROVIDED THAT THE DESIGNATED PERSON SHALL MAKE THE DISCLOSURE REQUIRED BY THIS PROVISION, RESPOND TO QUESTIONS FROM THE BOARD OR THE COMMITTEE, AND BE COUNTED IN DETERMINING THE PRESENCE OF A QUORUM AT ANY MEETING OF THE BOARD OR COMMITTEE. ANY TRANSACTION INVOLVING A CONFLICT OF INTEREST SHALL BE FAIR AND REASONABLE TO THE CORPORATION. THE DESIGNATED PERSON WILL AT ALL TIMES ACT WITH GOOD FAITH TOWARD THE CORPORATION. A CONFLICT OF INTEREST STATEMENT SHALL BE EXECUTED BY ALL DESIGNATED PERSONS, WHICH WILL BE RETAINED BY THE CORPORATION IN ITS ADMINISTRATIVE OFFICE. THIS STATEMENT SHALL BE RENEWED AT LEAST ANNUALLY AT THE REQUEST OF THE CORPORATION AND AT ANY TIME THAT A CONFLICT OF INTEREST MAY ARISE. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE ORGANIZATION HAS AN ACTIVE COMPENSATION COMMITTEE THAT REVIEWS AND APPROVES THE COMPENSATION PLAN FOR THE ENTIRE ORGANIZATION, INCLUDING DIRECT PAY AND BENEFITS. THE COMPENSATION PLAN INCLUDES BENCHMARK COMPARISONS OF PAY AND BENEFITS FOR EACH POSITION IN THE ORGANIZATION TO INDUSTRY AND GEOGRAPHIC DATA. IN ADDITION, THE COMPENSATION COMMITTEE AND THE EXECUTIVE COMMITTEE REVIEW AND APPROVE THE COMPENSATION PACKAGE FOR THE CEO. |
| 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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