Golf Club of Avon Incorporated

“The club's members are comprised of individuals and families. Their membership affords them access to the club's amenities based on their membership classification.”

“At least eight weeks prior to the annual meeting, the board of governors shall appoint a nominating committee consisting of five members of the club. At least four weeks prior to the annual meeting, the nominating committee shall submit to the board and shall post upon the club bulletin board and internet website a list of nominees for each office of president, vice president, treasurer, and secretary and the candidates for each other member of the board of governors. Names of other members in good standing may be nominated by petition signed by at least ten (10) members and submitted to the board at least two weeks prior to the annual meeting. At least one week prior to the annual meeting, a list of all candidates nominated shall be emailed to each member at their last known electronic mail address and a copy of such list shall be posted upon the club bulletin board and internet website. Voting shall be written ballot and those names receiving the greatest number of votes cast shall be declared to be elected. The board shall appoint a committee of three judges who are not members of the board or candidates for election to supervise the election. In the event there are no more than nine (9) candidates for election, the uncontested slate shall be elected by proxy vote of the secretary of the club.”

“In addition to board approval, the following shall require a vote of the aggregate of voting members: (a) present at a special meeting and (b) voting by absentee ballot (as provided in section 3.3): (i) any new charge imposed upon some or all of the voting members which exceeds one thousand dollars ($1,000.00) per voting member in any twelve (12) month period; and (ii) any indebtedness to be incurred by the club from a financial institution or other lender which exceeds seven hundred fifty thousand dollars ($750,000.00).”

“The club coo/cfo and two officers of the club's board of governors review the 990 before it is signed and filed.”

“The board of governors require all board members, committee chairs, and members of management to complete conflict of interest statements on an annual basis. These statements are reviewed by the board of governors and responses are developed for those individuals that have a conflict of interest.”

“Compensation for the coo/cfo is determined by the executive committee. Annually, the executive committee determines the bonus amount and wage increase for the coo/cfo. The coo/cfo generally determines compensation for all other key employees in consultation with the executive committee. To determine compensation for key employees, the coo/cfo may use different methods including industry statistics and the individual employee's work experience. As all discussion of compensation-related matters takes place in the executive committee, there are no contemporaneous records of the deliberations as the executive committee does not keep minutes of its meetings. Compensation for the coo/cfo is reflected in her employment agreement, which represents the only contemporaneous record of approved compensation.”

“The club's governing documents, conflict of interest policy, and audited financial statements are only available to club members.”

“The finance and budget committee is responsible for selection of the independent accounting firm and oversight of the financial statement audit. This process has not changed from the prior year.”