Society of Corporate Secretaries

“Persons eligible to become members in the society are (a) persons whose primary roles are either as corporate secretaries and assistant secretaries of legal entities or persons associated with a corporate counsel office, (b) other employees of legal entities who have a substantial involvement with the corporate governance of the organization, such as legal, governance, sustainability, ethics, compliance, policy, or government affairs functions within their entity, (c) persons employed by firms that provide services to the individuals described in subsections (a) and (b) above, such as attorneys in private practice, accountants, and bank trust officers, (d) board members of other entities, and (e) academics, standard-setters, nongovernmental organizations, and others supportive of the society's community in a manner consistent with its mission. The board of directors may establish additional qualifications and categories of membership and the rights and obligations for those categories.”

“Each member, other than retired and honorary members and such other categories as the board of directors may determine from time to time, shall be entitled to cast one vote, either in person, via email or other electronic conveyance, or by proxy (including a proxy transmitted electronically), with respect to all matters presented for consideration at a meeting of members. The vote for directors and the vote on any other matter may be by ballot, if the board of directors shall so elect or if requested by a majority of the voting members represented at a meeting. Directors shall be elected by a plurality of the votes cast at a meeting of members. All other matters, except as may be required by law, the certificate of incorporation, or these by-laws, shall be authorized by a majority of the votes cast at a meeting of members by the members entitled to vote thereat.”

“Each member, other than retired and honorary members and such other categories as the board of directors may determine from time to time, shall be entitled to cast one vote, either in person, via email or other electronic conveyance, or by proxy (including a proxy transmitted electronically), with respect to all matters presented for consideration at a meeting of members. The vote for directors and the vote on any other matter may be by ballot, if the board of directors shall so elect or if requested by a majority of the voting members represented at a meeting. Directors shall be elected by a plurality of the votes cast at a meeting of members. All other matters, except as may be required by law, the certificate of incorporation, or these by-laws, shall be authorized by a majority of the votes cast at a meeting of members by the members entitled to vote thereat.”

“The 990 is reviewed by the society's president & ceo, senior finance officer, and other financial consultants. Once that review is completed it is given to the audit and finance committee for review. If any changes are required, they are made. The 990 is then distributed to the full board, which is given a comment period before the filing.”

“The society distributes and collects its conflicts of interest policy annually to all employees and board members. The society has appointed a volunteer member to serve as its compliance officer. The officer reviews the forms and informs the board of any potential conflicts. No actual conflicts were determined.”

“The board's executive steering committee, among other tasks specified in its charter, serves as the compensation committee. It reviews and approves the compensation level for the president & ceo. It also reviews and approves the bonus pool for employees. Following approval, the executive steering committee informs the board. These deliberations are generally described in the minutes.”

“The society's financial statements, form 990, code of conduct form, question and concern reporting form, and key governance documents are available on the society's website.”

“Pension-related benefits changes other than service costs -36,688.”