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 2 | BOARD MEMBERS ARE IN THE SAME LINE OF BUSINESS AND MAY CONDUCT BUSINESS WITH EACH OTHER AT ARM'S LENGTH IN THE NORMAL COURSE OF BUSINESS. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE ORGANIZATION HAD MEMBERS DURING THE YEAR. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE BOARD OF TRUSTEE MEMBERS ARE VOTED ON BY GENERAL MEMBERS OF ORGANIZATION. |
| FORM 990, PART VI, SECTION A, LINE 7B | GENERAL MEMBERS VOTE ON MAJOR GOVERNANCE DECISIONS. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE CFO AND DIRECTOR OF FINANCE REVIEW AND APPROVE THE FORM 990 PRIOR TO FILING. IF AVAILABLE, THE FORM 990 MAY BE REVIEWED BY THE BOARD OF DIRECTORS AS WELL. IF NOT, THE FORM 990 IS MADE AVAILABLE TO BOARD OF DIRECTORS UPON REQUEST. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE CHAIRPERSON OF THE BOARD AND EACH DIRECTOR OR OFFICER SHALL ANNUALLY SIGN THE STATEMENT OF DISCLOUSRE WHICH AFFIRMS THAT SUCH SIGNING CHAIRPERSON, DIRECTOR, OR OFFICER (A) HAS RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY; (B) HAS READ AND UNDERSTANDS THE POLICY; AND (C) HAS AGREED TO COMPLY WITH THE POLICY. |
| FORM 990, PART VI, SECTION B, LINE 15A | IN 2023, A RELATED ORGANIZATION HIRED A CONSULTING COMPANY TO IMPLEMENT A COMPENSATION SURVEY AND REVIEW CEO SALARY. |
| FORM 990, PART VI, SECTION C, LINE 19 | THESE DOCUMENTS ARE AVAILABLE UPON REQUEST. |
| FORM 990, PART VI, LINE 4 | THE FOLLOWING WERE UPDATED IN THE ORGANIZATIONS BYLAWS: The number of Directors shall be comprised of between nine (9) and sixteen (16) Directors, and shall be comprised of the following individuals: (a) Four (4) individuals who are employees or representatives of a General Member elected by the General Members entitled to vote; (b) five (5) ex-officio ("Ex-Officio") members entitled to vote comprised of the following CHIME officers: (i) the current Chairperson, (ii) the immediate past Chairperson, (iii) the Treasurer, (iv) the President and Chief Executive Officer, (v) the Secretary and (c) three (3) individuals (required) who are not concurrently on the CHIME Board of Trustees appointed by the Chairperson of CHIME Foundation with the approval of the Board of Directors who will serve terms of three (3) years; (d) up to three (3) individuals (not required) appointed by the Chairperson of CHIME Foundation with approval of Board of Directors. The four (4) individuals elected by the General Members entitled to vote shall hold a four (4) year term each, and one such individual shall be elected by the General Members annually either electronically or at the annual meeting of the General Members. The three (3) Directors appointed by the CHIME Foundation Chairperson shall hold three (3) year staggered terms. Any vacancy occurring in the non-Ex-Officio members of the Board of Directors shall be filled by the Chairperson of the CHIME Foundation with approval of the Board of Directors. Committees of the Board of Directors shall be standing committees, special committees or operational working committees. Unless otherwise stated in these Bylaws, all committee chair-persons shall be appointed by the Chairperson with the approval of the Board of Directors. Unless otherwise directed by the Board of Trustees or as provided for in these Bylaws, the committee members will be recommended by the committee Chairperson and approved by the Board of Directors. Each committee shall record minutes of its deliberations, recommendations and conclusions. Reasonable notice of the meetings of any committee shall be given to the members thereof and to the Board of Directors. A majority of the members of each committee then serving, who shall be present in person, shall constitute a quorum for the transaction of business and the act of a majority of the members of any committee present at the meeting at which a quorum is present shall be the action of the committee. Each committee may adopt rules for its own operations and for the operations of its subcommittees not inconsistent with these Bylaws or the policies of the Board of Directors. The Chairperson of each committee shall present the plans of the committee to the Board of Directors for approval. The standing committees shall be the Executive Committee, Nominating Committee, and Awards Committee. Each committee member shall serve a term of one (1) year (January 1st to December 31st), unless otherwise approved by the Board of Directors. Special committees may be created for such special tasks as circumstances warrant or terminated by resolution of the Board of Trustees. A special committee shall limit its activities to the accomplishment of the tasks for which it is appointed and shall have no power to act except as specifically conferred by action of the Board of Trustees. Upon completion of the tasks for which created, a special committee shall stand discharged. Operational Working Committees shall be created and managed by the Chief Executive Officer. The Chairperson may appoint one or more liaisons to the working committees to represent the membership and assist with the achievement of the key strategic objectives. Examples of operational working committees include education, and membership. These committees will report progress and performance through reporting mechanisms directed by the Chief Executive Officer. Reports will be submitted at least quarterly, and the reports will be reviewed by the Chief Executive Officer at the Board of Trustees meetings. THE FOLLOWING WAS REMOVED FROM THE ORGANIZATION'S BYLAWS: The position of Treasurer and Secretary may be filled simultaneously by the same Board member if approved by the Board of Directors. This position will normally be filled by the Senior Elected Foundation Firm Board Member. |
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