Old Greenwich-Riverside Community Center Inc.

“The corporation has one class of members who have paid annual dues to the corporation and who have delivered to the corporation a duly completed application or registration for membership in such form as the board of directors may adopt from time to time.”

“Members shall each be entitled to one vote (i) at the annual meeting of members in the election of directors and (ii) at the annual meeting or at any special meeting called for the purpose of amending the corporation's bylaws.”

“Members have the right to vote at any special meeting called for the purpose of amending the corporation's bylaws.”

“A draft copy of the organization's 990 is provided to the executive director, financial officer and the board president of the organization electronically. The board president forwards the copy electronically to the entire board of directors for review, comments and approval. Comments and/or approval are sent electronically to the board president who notifies the financial officer. Any clarifications or changes are requested by the financial officer to the audit firm. Once a consensus is achieved the board president gives final approval and the financial officer notifies the audit firm to proceed with filing. The audit firm sends an e-filing approval form which is signed by the board president and returned.”

“Conflict of interest policy potential conflicts of interest a potential conflict of interest exists when actions, contracts, transactions or other dealings between the corporation and an interested party or a related party may result in a personal benefit to the interested party. A potential conflict of interest may also exist when an interested party serves as director, officer, or staff member of an organization which competes with the corporation or when an interested party or related party aids, financially or otherwise, such competing organization. Although it is impossible to list every circumstance, the following activities by an interested party or a related party appear to involve a potential conflict and should be disclosed: a. Outside interests: holding, directly or indirectly, a financial interest or any position in any concern with which the corporation does business (or is considering doing business) or that provides services in competition with the corporation; or competing, directly or indirectly, with the corporation in the purchase or sale of property or property rights, interests or services. B. Outside activities: rendering services to any outside concern that does business with or competes with the corporation. C. Gifts, gratuities, and entertainment: accepting gifts, entertainment, or other favors from any concern that does, or seeks to do, business with the corporation or is a competitor, under circumstances that might influence the performance of the individual's duties for the corporation. Required disclosures of potential conflicts of interest a. Initial and annual disclosure of relevant interests: immediately upon election or appointment as a director or officer, all directors and officers shall disclose any relevant interest of an interested party or related party which may pose a potential conflict of interest. Said disclosure statements shall be updated at least annually. B. Disclosure of potential conflicts of interest: if any question may arise in the mind of any director or officer of the corporation as to a potential conflict between his or her own individual interest, those of an immediate family member, or those of a related party, and the interest of the corporation, full disclosure of all facts pertaining to such potential conflict shall be made to the board of directors. Fact-gathering and subsequent review by the board of directors will determine whether or not an actual conflict exists or would occur. Procedures for addressing potential conflicts of interest a. The board of directors of the corporation (or a duly appointed committee of the board) shall investigate the potential conflict of interest. B. The director or officer to whom the potential conflict of interest relates may offer factual information to the board or committee; but no such director or officer shall vote on such matter. The board or committee may, by majority vote, ask any such director or officer not to participate in any discussion relating to the conflict, or to leave the room in which such discussion is carried on; provided, however, that the interested director may participate in any discussion regarding his or her exclusion. C. Directors and officers to whom the potential conflict of interest relates shall not attempt to influence other directors regarding such matter. D. After conducting due diligence, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest, for its own benefit, and is fair and reasonable to the corporation, and shall determine whether to enter into or allow the transaction or arrangement. As part of its due diligence efforts, the board or committee shall determine whether the corporation can 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. E. The following information shall be reco”

“Executive compensation policy: i. Purpose: a. To assure that ogrcc is able to retain high quality executive leadership by providing reasonable compensation. B. To assure that decisions regarding executive compensation are made through a process free of potential conflicts of interest. Ii. Persons whose compensation is subject to this policy a. The executive directors' compensation shall be reviewed under this policy. B. If at some point in the future ogrcc employs an additional person performing the services of chief financial officer, that person's compensation may be reviewed in accordance with this policy. Iii. Executive committee a. The personnel committee of the board is authorized to make recommendation to the board regarding executive compensation. B. Only those members of the personnel committee who are free of conflicts of interest may be involved in evaluation of executive compensation. C. The personnel committee should, to the extent reasonably available, rely upon appropriate data as to comparability prior to making its recommendation, and shall contemporaneously place such data and other reasons for its recommendation in the minutes. D. If the personnel committee does not have data as to comparability, it shall document any other basis for believing the proposed compensation is reasonable. E. The executive committee shall make this determination at least once annually. Iv. Final board action a. Only those directors who are free of conflicts of interest may vote on executive compensation. B. The board shall review and approve executive compensation, after a review of comparability data or other evidence that compensation is reasonable, and shall contemporaneously substantiate its deliberation and decision in the minutes.”

“The financial statements, governing documents, form 1023, and form 990 are made available for public viewing upon written request at old greenwich/riverside community center, 90 harding road, 2nd floor, old greenwich, ct 06870. Form 990 is available on www.guidestar.org, www.charitynavigator.org, and www.eri-nonprofit-salaries.com.”

“Referees and umpires: program service expenses 91,442. Management and general expenses 0. Fundraising expenses 0. Total expenses 91,442. Instructors: program service expenses 726,536. Management and general expenses 0. Fundraising expenses 0. Total expenses 726,536. Payroll processing: program service expenses 0. Management and general expenses 3,180. Fundraising expenses 0. Total expenses 3,180. Consultant fees: program service expenses 8,949. Management and general expenses 6,761. Fundraising expenses 0. Total expenses 15,710.”

“The organization has a committee that assumes responsibility for oversight of the audit of its financial statements and selection of an independent accountant. This process did not change from the prior year.”