YWCA USA Inc.

“Changes to Governing Documents: Amendments to Address Changes in Applicable Law - Under the old Bylaws, all amendments to the YWCA Bylaws or Certificate of Incorporation required approval by a supermajority two-thirds vote of the Local Associations. At times, however, changes to the YWCA USA Bylaws or Certificate of Incorporation may be required to address changes in applicable law, such as occurred last year with respect to the New York Nonprofit Revitalization Act. Under these circumstances, supermajority voting may threaten timely legal compliance. To address this, the Bylaws were amended to allow the Local Associations to approve by ordinary majority vote any changes in the YWCA USA Bylaws and Certificate of Incorporation that are made to address changes in applicable law. Officer Terms - Under the old Bylaws, the term of office of the YWCA USA's volunteer Chairperson, Vice-Chairperson, Secretary and Treasurer was one-year, with re-election permitted for two additional one-year terms. This allowed each of these officers to serve a maximum of three consecutive years before stepping down from service. To improve the continuity of leadership, while respecting term-limitation principals, the term of office of these officers was extended from one year to two years, with re-election permitted for one additional two-year term. This permits each of these officers to serve four consecutive years before stepping down from service. Transitional Bylaws - When the Bylaws were amended in 2013 to create a national federated YWCA structure, certain transitional matters concerning the composition of the Board, approval of the Local Association support fees policy, and approval of the procedures regarding the commencement and termination of Local Association membership, were addressed in Transitional Bylaws. These Transitional Bylaws were designed to operate to accomplish the transition from the prior Bylaws, and were intended to automatically expire and be removed from the Bylaws when the particular transitional issues had been addressed. The transitional matters concerning Board composition, which dealt with certain special Director terms, no longer applied as of the June 2015 Annual Meeting and were removed from the Bylaws. After local associations approved the Local Association support fees policy and the procedures regarding the commencement and termination of Local Association membership policies, the Transitional Bylaws on these matters were removed from the Bylaws.”

“The members of ywca usa are local associations and are all part of the same membership class. Local associations elect the board of directors. Local associations, upon receiving the vote of two-thirds of the members, approve any amendments to ywca usa certificate of incorporation or bylaws, merger, consolidation, or dissolution of the ywca usa and all other actions which, under applicable law, require member approval. Amendment of the ywca certificate of incorporation or bylaws to address changes in applicable law shall be by the vote of a majority of the members entitled to vote thereon at any meeting of the members, or, as provided in the certificate of incorporation, by written consent of the members entitled to vote thereon.”

“The form 990 is reviewed by the audit committee and presented to the board of directors prior to its filing with the irs.”

“The conflict of interest policy is renewed annually and is distributed to all new board members. It is reviewed and discussed with the board of directors.”

“according to the bylaws, the fixing of salaries for officers requires an affirmative vote of a majority of the entire board. all employee salaries are determined by the chief executive officer and chief operating officer.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Other changes revenue reported on the 990 includes $17,603 of noncash contributions not included on the financial statements.”

“During fiscal year 2015,ywca usa made a change in its investment manager and as a result, the investment portfolio was liquidated and reinvested by the new manager. The proceeds from the sale of investments totaled over $84m and are included in gross receipts shown on page 1,section g. See part viii for details on gross receipts.”

“Description:professional fees total fees:314074”

“Description:media & public relations fees total fees:215837”

“Description:annual giving professional fee total fees:142850”

“Description:consulting fees total fees:12328”