United States Golf Association

“During 2015, the United States Golf Association (the "Association") amended its bylaws, making the following significant changes. The quorum for a meeting of the Executive Committee has been raised from one-third of the members of the Executive Committee to a majority of the members of the Executive Committee; The officers of the Association no longer include vice-presidents; A new officer position of President-Elect has been created (nominated by the Nominating Committee); The President no longer serves as the Chief Executive Officer of the Association; The President serves as the Chair of the Executive Committee; The requirement that at least six of the candidates nominated by the Nominating Committee as officers or for the Executive Committee be selected from present or past members of governing boards of six different State, district or sectional golf associations has been decreased to require that at least three of the nominated candidates be selected from present or past members of governing boards of three different State, district or sectional golf associations.”

“The USGA is an association of member clubs and courses. While application for membership is open to any golf club, golf course or golf training facility, as specified and defined in the USGA By-Laws, voting privileges are limited to member clubs. Voting privileges do not extend to member courses or to member golf training facilities. Membership applications are reviewed and subject to approval or rejection at the discretion of the Executive Committee. Membership is automatically continuous unless interrupted by written resignation or expulsion in accordance with USGA By-Laws. Acceptance of membership binds each member to uphold all provisions of the USGA's Certificate of Incorporation, and By-Laws and other rules, to accept and enforce all rules and decisions of the Executive Committee acting within its jurisdiction and to otherwise conduct itself in a manner that furthers the interests of the USGA to promote the best interests and true spirit of the game of golf. (The USGA is organized and exists under the Non-Profit Corporation Laws of the State of Delaware. The USGA is a non-stock entity.)”

“The Executive Committee is the governing body of the USGA. The Executive Committee consists of fifteen voting members, including the five officers. Each member of the Executive Committee is elected at the annual meeting of the USGA and holds office until the annual meeting next succeeding his or her election and his or her successor is elected and qualified, or until his or her resignation or removal. Each member club is entitled to be represented by one voting delegate at the annual meeting of the USGA. Duly certified proxies may be voted by voting delegates at the annual meeting of the USGA.”

“The USGA By-Laws provide that they may be altered or repealed by member clubs acting pursuant to the By-Laws.”

“The Federal Form 990 is compiled by USGA staff. After appropriate staff has thoroughly reviewed the Federal Form 990 and deemed it to be accurate and complete, a copy of the Federal Form 990 is provided to the Executive Director and to all Executive Committee members (all voting Board members) for their review. After the Federal Form 990 is reviewed by all Executive Committee members, it is signed by an officer and submitted to the IRS.”

“The USGA requires Executive Committee members and USGA employees to administer their affairs honestly and efficiently, exercising due care, skill and judgment for the benefit of the USGA. It is the responsibility of Executive Committee members and USGA employees to make a full disclosure of any personal involvement which might result in a conflict of interest or the appearance of a conflict of interest on their part. Such disclosures are submitted to the Audit Committee Chair and/or the Chief Legal Officer for review and consideration as per stated procedures. Additionally, once a year, the USGA requires Executive Committee members and USGA employees to review the USGA's conflict of interest policy and submit a statement attesting to their understanding of and compliance with the policy. Any conflict of interest or the appearance of a conflict of interest must be included on the submitted statement. The Audit Committee reviews the statements and makes any necessary decisions to manage and/or eliminate the conflicts.”

“On a periodic basis, the USGA does a thorough review of compensation for the Executive Director and the executive team. This review includes a compensation survey by an independent compensation consultant, and consideration of comparability data obtained from other sources. The survey and data are carefully considered by the USGA's Compensation Committee to ensure that compensation is reasonable and appropriate. An external consultant prepared an "Executive Cash Compensation Update" (Intermediate Sanctions) report dated November 9, 2012. This report is used to make compensation decisions for USGA executives. Substantiation of the deliberation and decision of the compensation committee is maintained in the meeting minutes. In addition, employees of the USGA undergo a thorough evaluation process at the end of each year. Performance and goals are carefully reviewed and documented, then discussed with the employee. Merit increases and bonus awards are determined based on these evaluations. See Schedule J, Part III response to Schedule J, Part I, Line 5 for detail.”

“The USGA currently has no joint ventures, however, the USGA has a joint ventures policy to ensure that all potential arrangements are consistent with the organization's tax exempt status under IRC Section 501(c)(3). Specifically, the purpose of the policy is to set forth guidelines to help ensure that arrangements with for-profit entities will not jeopardize the USGA's tax exempt status.”

“The USGA makes the following documents available to the public by providing them to GuideStar to post on their website at www.guidestar.org: IRS Letter of Determination; Federal Form 1023; Federal Form 990; Federal Form 990-T; audited financial statements. The USGA also makes its governing documents and conflict of interest policy available to the public "upon request" at its headquarters location in New Jersey, during normal business hours.”

“As noted on Schedule M, the USGA receives non-cash donations. Some non-cash donations are for the museum collection. And some non-cash donations are to assist with USGA championships. The USGA does not record or assign a value to these non-cash donations. The amount reported on line 1g represents fair market value of donated practice range golf balls for USGA championships.”

“The estimate for volunteers represents people who serve on a USGA committee or USGA sub-committee. The estimate also includes the thousands of individuals who volunteer their time at USGA championships, and contribute toward the success of those USGA championships.”

“The museum collection, consisting of historical artifacts, works of art, library materials, photographic images, film and video, and other golf memorabilia is owned by the USGA.”

“Dentino provides advice only for the solicitation of memberships for the USGA Members Program.”

“Effect of changes to unfunded postretirement benefit obligations of $1,198,784. On the audited financial statements, these expenses are recorded as an increase or (decrease) in net assets.”