| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 1A | THE MEMBERS OF THE EXECUTIVE COMMITTEE SHALL BE THE CHAIR, THE CHAIR-ELECT, THE TREASURER, AND THE CHAIR OF THE FINANCE COMMITTEE. OTHER EXECUTIVE COMMITTEE MEMBERS MUST BE RECOMMENDED BY THE NOMINATING COMMITTEE AND ELECTED BY THE BOARD OF DIRECTORS. THE TOTAL NUMBER OF VOTING MEMBERS ON THE EXECUTIVE COMMITTEE SHALL NOT EXCEED TWELVE VOTING MEMBERS. THE PRESIDENT/CEO AND THE LEGAL COUNSEL SHALL SERVE AS EX-OFFICIO MEMBERS WITHOUT VOTE. THE EXECUTIVE COMMITTEE SHALL HAVE THE AUTHORITY TO ACT FOR THE CHAMBER BETWEEN MEETINGS OF THE BOARD OF DIRECTORS. ACTIONS OF THE EXECUTIVE COMMITTEE SHALL BE REPORTED TO THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE ORGANIZATION HAS FIVE CLASSES OF MEMBERSHIP WITH RIGHTS UNDER THE ORGANIZATION'S DOCUMENTS TO PARTICIPATE IN GOVERNANCE. AN ACTIVE MEMBER MUST MEET THE ELIGIBILITY REQUIREMENTS IN ORDER TO HOLD OFFICE, VOTE, AND SERVE. THE ELIGIBILITY REQUIREMENTS IS ANY REPUTABLE PERSON, ASSOCIATION, CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY, TRUST, OR ESTATE WHO SUBSCRIBES TO THE OBJECTIVES OF THE CORPORATION, WHO SUBMITS THE USUAL APPLICATION AND INVESTS THE ANNUAL DUES. THE BOARD OF DIRECTORS MAY GRANT HONORARY MEMBERSHIP TO INDIVIDUALS WHO HAVE DISTINGUISHED THEMSELVES IN CIVIC LEADERSHIP OR OTHER DISTINGUISHED SERVICE TO THE CHAMBER OR THE COMMUNITY. HONORARY MEMBERS SHALL BE EXEMPT FROM PAYING DUES AND SHALL HAVE ALL RIGHTS AND PRIVILEGES OF ACTIVE MEMBERS EXCEPT THE RIGHT TO HOLD OFFICE, SERVE AS A MEMBER OF THE BOARD OF DIRECTORS OR THE EXECUTIVE COMMITTEE, AND TO VOTE. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE BOARD OF DIRECTORS WILL HAVE UP TO 6 VOTING MEMBERS APPOINTED FOR A ONE YEAR TERM BY THE CHAIR, INCLUDED IN THE NOMINATING COMMITTEE REPORT AND APPROVED BY THE BOARD OF DIRECTORS. IT WILL CONSIST OF NO FEWER THAN 35 AND NO MORE THAN 120 MEMBERS. |
| FORM 990, PART VI, SECTION A, LINE 7B | PER THE ORGANIZATIONS APPROVED BYLAWS, ARTICLE VIII, SECTION 3 ADDRESSES THE METHOD OF ELECTION OF THE OFFICERS, EXECUTIVE COMMITTEE, AND BOARD OF DIRECTORS. THE ELECTION OF OFFICERS, EXECUTIVE COMMITTEE AND DIRECTORS MAY BE BY VOICE VOTE OF THE BOARD OF DIRECTORS. A MAJORITY OF THE BOARD OF DIRECTORS PRESENT AND VOTING IS REQUIRED TO ELECT. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE GTCC'S INDEPENDENT AUDITOR PREPARES ALL APPLICABLE TAX RETURNS, WHICH ARE FIRST REVIEWED BY THE CFO AND THE PRESIDENT/CEO. THE TAX RETURNS AND AN ACCOMPANYING COVER LETTER ARE THEN SENT TO THE BOARD OF DIRECTORS, IN AN ELECTRONIC FORMAT, AT LEAST ONE WEEK PRIOR TO FILING THE TAX RETURNS WITH THE IRS. BOARD MEMBERS ARE GIVEN THE OPPORTUNITY TO DIRECT ANY QUESTIONS OR COMMENTS TO THE CFO. THE TAX RETURNS ARE SIGNED BY THE PRESIDENT/CEO AND FILED WITH THE IRS BY THE CFO. |
| FORM 990, PART VI, SECTION B, LINE 12C | ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST ON THE PART OF A DIRECTOR, OFFICER, COMMITTEE MEMBER OR KEY EMPLOYEE SHALL BE DISCLOSED PROMPTLY TO THE BOARD OR TO THE AUTHORIZED OFFICER (IN THE CASE OF AN ACTUAL OR POTENTIAL CONFLICT OF AN OFFICER OR KEY EMPLOYEE) AND MADE A MATTER OF RECORD IN ACCORDANCE WITH THE PROCEDURES IDENTIFIED BELOW. DISCLOSURE TO THE BOARD OR COMMITTEE SHALL BE EFFECTED BY NOTICE TO THE CHAMBER'S CHAIRPERSON OF THE BOARD OR CHAIRPERSON OF THE CONFLICT COMMITTEE OF THE BOARD. IN THE CASE OF A CONFLICT BY AN OFFICER OR KEY EMPLOYEE, THE OFFICER OR KEY EMPLOYEE SHALL HAVE NO INVOLVEMENT IN THE DECISION WHETHER TO GO FORWARD WITH THE CONTEMPLATED TRANSACTION OR ARRANGEMENT. THE FOLLOWING PROCEDURES SHALL BE EMPLOYED TO IMPLEMENT THIS POLICY: ON AN ANNUAL BASIS, ON OR BEFORE JUNE 30TH OF EACH FISCAL YEAR, EACH DIRECTOR, OFFICER, COMMITTEE MEMBER AND KEY EMPLOYEE SHALL COMPLETE A CONFLICT OF INTEREST DISCLOSURE FORM. THIS FORM SHALL BE SUBMITTED AND KEPT ON FILE WITH THE PRESIDENT OR PRESIDENT'S DESIGNEE. ANY DIRECTOR, OFFICER, COMMITTEE MEMBER, OR KEY EMPLOYEE WHO REASONABLY BELIEVES THAT HE OR SHE MAY HAVE AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST MUST DISCLOSE THE EXISTENCE OF AND THE MATERIAL FACTS OF THE NATURE OF HIS OR HER INTEREST ON THIS FORM. SUCH DISCLOSURE SHALL INCLUDE ANY RELEVANT AND MATERIAL FACTS KNOWN TO SUCH DIRECTOR, OFFICER, COMMITTEE MEMBER OR KEY EMPLOYEE ABOUT THE TRANSACTION OR INTEREST, AND ALL FACTS RELATING TO THE REASON THAT SUCH DIRECTOR, OFFICER, COMMITTEE MEMBER OR KEY EMPLOYEE MIGHT HAVE SUCH CONFLICT. FOLLOWING SUBMISSION OF THE CONFLICT OF INTEREST DISCLOSURE FORMS, THE CHAIR OF THE CONFLICT COMMITTEE OF THE BOARD SHALL CONVENE A MEETING OF THE CONFLICT COMMITTEE OF THE BOARD FOR THE PURPOSE OF REVIEWING A SUMMARY OF THE DISCLOSURES AND TAKING ANY ADDITIONAL ACTION AS DEEMED NECESSARY. IF A DIRECTOR OR COMMITTEE MEMBER DISCLOSES THAT HE OR SHE HAS A POTENTIAL CONFLICT OF INTEREST AT A BOARD OR COMMITTEE MEETING, SUCH DIRECTOR OR COMMITTEE MEMBER MUST DISCLOSE THE NATURE OF THE INTEREST AND ANY RELATED INFORMATION AND RESPOND TO QUESTIONS AS MAY BE REQUIRED BY THE REMAINDER OF THE BOARD OR COMMITTEE. AFTER DISCLOSURE OF THE POTENTIAL CONFLICT OF INTEREST AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE DIRECTOR OR COMMITTEE MEMBER, THE DIRECTOR OR COMMITTEE MEMBER SHALL LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. THE CHAIRPERSON OF THE BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT OR REFER THE MATTER TO THE CONFLICT COMMITTEE OF THE BOARD. AFTER EXERCISING DUE DILIGENCE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE CHAMBER CAN OR SHOULD 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 DETERMINE BY A MAJORITY VOTE OF THE BOARD OR COMMITTEE MEMBERS PRESENT WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE CHAMBER'S BEST INTEREST AND FOR ITS OWN BENEFIT AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO THE CHAMBER AND SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION. THE DIRECTOR OR COMMITTEE MEMBER WHO IS THE SUBJECT OF A CONFLICT, SHALL NOT VOTE ON, NOR USE HIS OR HER PERSONAL INFLUENCE ON, NOR PARTICIPATE IN THE DISCUSSIONS OR DELIBERATIONS WITH RESPECT TO SUCH CONTRACT OR OTHER TRANSACTION. THE MINUTES OF MEETINGS OF THE BOARD AND ALL COMMITTEES WITH BOARD DELEGATED POWERS SHALL CONTAIN: THE NAMES OF THE PERSONS WHO DISCLOSED OR OTHERWISE WERE FOUND TO HAVE AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST, THE NATURE OF THE INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT, AND THE BOARD'S OR COMMITTEE'S DECISION AS TO WHETHER A CONFLICT OF INTEREST IN FACT EXISTED; AND THE NAMES OF THE PERSONS WHO WERE PRESENT FOR THE DISCUSSIONS AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, THE CONTENT OF THE DISCUSSION, INCLUDING ANY ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION THEREWITH. IF THE BOARD HAS REASONABLE CAUSE TO BELIEVE THAT A DIRECTOR, OFFICER, COMMITTEE MEMBER OR KEY EMPLOYEE HAS FAILED TO DISCLOSE ACTUAL OR FORMS POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE INDIVIDUAL OF THE BASIS FOR SUCH BELIEF AND AFFORD THE INDIVIDUAL AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF, AFTER HEARING THE RESPONSE OF THE INDIVIDUAL AND MAKING SUCH FURTHER INVESTIGATION AS MAY BE WARRANTED UNDER THE CIRCUMSTANCES, THE BOARD OR COMMITTEE DETERMINES THAT THE INDIVIDUAL HAS IN FACT FAILED TO DISCLOSE AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. |
| FORM 990, PART VI, SECTION B, LINE 15A | THE MEMBERS OF THE COMPENSATION COMMITTEE SHALL BE THE CHAIR, THE CHAIR-ELECT, AND THE TREASURER. THE CHAIR SERVES AS THE CHAIR OF THIS COMMITTEE. THE LEGAL COUNSEL SHALL SERVE AS EX-OFFICIO MEMBER WITHOUT VOTE. SALARY AND BENEFITS COMPS AND SURVEYS ARE USED, ALONG WITH THE INDIVIDUALS PERFORMANCE, TO DETERMINE COMPENSATION OF OTHER KEY EMPLOYEES. THE FINAL DECISION FOR ALL STAFF SALARIES, WITH THE EXCEPTION OF THE PRESIDENT & CEO, LIES WITH THE PRESIDENT & CEO. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, POLICIES, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. |
| FORM 990, PART XII, LINE 2C | THE CHAMBER'S BOARD REVIEWS THE INDEPENDENT AUDIT PRIOR TO ISSUANCE. |
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