| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 1A | THE BOARD MAY ESTABLISH AND ELECT FROM AMONG THE DIRECTORS SUCH COMMITTEES AS IT MAY FROM TIME TO TIME DETERMINE NECESSARY OR ADVISABLE, AND MAY DELEGATE TO ANY SUCH COMMITTEE SUCH POWERS AND DUTIES THERETO AS THE BOARD MAY DEEM ADVISABLE, EXCEPT THE FOLLOWING POWERS AND DUTIES AND ANY OTHERS THAT MAY NOT BE DELEGATED UNDER APPLICABLE LAW: (A) CHANGING THE NUMBER OF DIRECTORS; (B) ELECTING OR REMOVING DIRECTORS OR OFFICERS OR FILLING VACANCIES IN THOSE POSITIONS; (C) CHANGING THE ORGANIZATION'S PRINCIPAL OFFICE OR FISCAL YEAR; AND (D) AMENDING THESE BY-LAWS. THE BOARD MAY ALSO APPOINT PERSONS OTHER THAN DIRECTORS AS NON-VOTING MEMBERS OF SUCH COMMITTEES. |
| FORM 990, PART VI, SECTION B, LINE 11B | FORM 990 IS REVIEWED BY THE ORGANIZATION'S TREASURER PRIOR TO FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE BOARD OF DIRECTORS ARE REQUIRED ANNUALLY TO SIGN A CONFLICT OF INTEREST POLICY STATEMENT AND DISCLOSE ALL POTENTIAL CONFLICTS OF INTEREST. THIS PROCESS IS OVERSEEN BY THE EXECUTIVE COMMITTEE. IF A CONFLICT ARISES, AN INTERESTED PERSON MAY MAKE A PRESENTATION TO THE BOARD AT A MEETING OF THE BOARD CALLED FOR THE PURPOSE OF CONSIDERING THE TRANSACTION OR ARRANGEMENT AND THE INTERESTED PERSON'S RELATED INTEREST, BUT AFTER THE PRESENTATION, THE INTERESTED PERSON MUST LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, SUCH TRANSACTION OR ARRANGEMENT. THE PRESIDENT SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER EXERCISING DUE DILIGENCE, INCLUDING A REVIEW OF SURVEYS OF COMPARABLE DATA WHERE APPROPRIATE, THE BOARD SHALL DETERMINE WHETHER THE ORGANIZATION CAN OBTAIN WITH REASONABLE EFFORTS A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT 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 POSSIBLE UNDER CIRCUMSTANCES NOT PRODUCING A CONFLICT OF INTEREST, THE BOARD SHALL DETERMINE BY A VOTE OF THE DISINTERESTED DIRECTORS OF THE BOARD WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE ORGANIZATION'S BEST INTEREST, FOR ITS OWN BENEFIT, AND WHETHER IT IS FAIR AND REASONABLE, AND THEREFORE WHETHER TO ENTER INTO SUCH TRANSACTION OR ARRANGEMENT. |
| FORM 990, PART VI, SECTION B, LINE 15 | COMPENSATION FOR THE ORGANIZATION'S EXECUTIVE DIRECTOR IS PURSUANT TO AN EMPLOYMENT CONTRACT THAT IS APPROVED BY THE ORGANIZATION'S BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE UPON REQUEST. |
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