The Dunes Club

“The membership of the club consists of two catergories: founder and annual. Founder members shall constitute the voting membership of the club and possess the exclusive voting power at all meetings thereof. Annual members shall be those persons approved and elected, as hereinafter provided, for membership for the remainder of the fiscal year following their approval and election. Founder members may also be stockholders, are responsible for electing the members of the board of governors, and for approving significant decisions of the governing body.”

“Members of the board of governors are elected from and by the founder members at the annual meeting of the club.”

“Founder members elect the members of the board of governors and approve any changes to the organization's by-laws.”

“The organization has various committees that are responsible for different aspects of the operation of the club. While some committee meetings are formal and result in written minutes, there are also committees that operate on a more informal basis that does not allow for documentation of committee decisions in the form of minutes. However, all committee decisions must go the board of governors for final approval. Since the board of governors does maintain minutes of its meetings, any committee decisions are documented in those minutes.”

“The form 990 is provided to the club's manager before it is filed. The manager of the club reviews the form 990 with the board who approves the 990 prior to it being filed with the irs.”

“The organization's by-laws include a conflict of interest policy under article iii -- the board of governors. Each board member must agree to this policy on an annual basis. The club manager monitors and enforces the policy. Any conflicts arising during the year must be presented to the board of governors and approved by them on a transaction by transaction basis.”

“The club manager is considered the top management official of the organizaiton. The executive committe is responsible for performing an annual review of the club manager's performance. At this time, the committee will utilize compensation data from other private social clubs in determining the appropriate level of compensation for its club manager.”

“The organization does not make its governing documents, conflict of interest policy, and financial statements available to the public. The organization does make its financial statements available to its board of governors and to its members at the annual meeting.”

“While the organization does not have a written whistleblower policy, it does provide similar guidelines in its employee handbook.”

“The organization's audit committee is responsible for oversight of its financial statement audit and selection of the independent accountant. The process has not changed from the prior year.”