Tbac Wind Down Ltd

“The organization amended its by-law during fy 15. The new by-laws changed the duties of treasurer and secretary.”

“The finance committee and executive committee of the board of directors will review and approve the irs form 990 before it is filed. It will be distributed to them electronically. The two committees' reviews are recorded in respective committee minutes. The chair of the finance committee, the president of the board, and the chair of the board will report the respective committee reviews and approvals and any relevant findings to the board of directors during the full board's subsequent meeting. Copies of the form 990 will be distributed to all members of the board of directors electronically before the form is filed with the irs.”

“The conflict of interest policy covers members of the board of directors and key employees. All key employees and all members of the board of directors need to renew their certification of compliance on an annual basis. If at any time during his or her term of service, a director or key employee acquires any interest or otherwise a circumstance arises which may pose a conflict of interest, that interest or other conflict shall be promptly disclosed in writing to the chair of the board. When any matter for decision or approval comes before the board or any committee of the board in which a director has an interest or other conflict, that interest or other conflict shall be immediately disclosed to the board or relevant committee by that director. The policy calls for the following disclosure requirements: 1. Directors and key employees shall disclose in writing, any interest (as defined below) such person may have in any entity which provides professional or other goods or services to the corporation for a fee or other compensation 2. Any position or other material relationship such director or key employees may have with any other not-for-profit corporation with which the corporation has an attorney-client or other business relationship the conflict of interest policy defines the following as rising to the level of a potential conflict of interest: 1. If the derive a significant individual economic benefit, either directly or indirectly, from any transaction or relationship involving such entity or any decision on a matter involving such entity by the board or a committee. The following restrictions would be imposed on such persons with a conflict: 1. Voting. No director shall vote on any matter in which he or she has a conflict of interest. 2. Non-participation. Any director who has a conflict of interest in a matter shall leave the room in which discussion regarding that matter is carried on, if so requested by the board or the relevant committee; provided, however, that the interested director may participate in any discussion regarding his or her absence. 3. Attempts to influence. Directors shall not attempt to influence other directors regarding matters in which they have a conflict of interest, without first disclosing that conflict of interest. 4. Contract review committee. The board may, in its own discretion establish a contract review committee consisting of at least three (3) directors to review any contract that is proposed for approval by the board respecting which a director or key employee may have a conflict of interest (an "interested party contract"). If no contract review committee has been duly appointed, at any time, the board (not including the directors having an interest in the applicable contract) shall serve such role. The contract review committee or board shall review the interested party contract and determine whether to authorize the contract; provided that if the contract is of a magnitude that it would otherwise require board approval, the contract review committee shall submit the contract to the board with its recommendation whether or not to approve it. The contract review committee or the board must approve an interested party contract by a majority vote of the disinterested directors entitled to vote on the matter. The conflict of interest policy defines the following as rising to the level of a potential conflict of interest: if they derive a significant individual economic benefit, either directly or indirectly, from any transaction or relationship involving such entity or any decision on a matter involving such entity by the board or a committee. The following restrictions would be imposed on such persons with a conflict: 1. Voting. No director shall vote on any matter in which he or she has a conflict of interest. 2. Non-participation. Any director who has a conflict of interest in a matter shall leave the room in which discussion regarding that matter is carried on, if so requested by”

“The big apple circus has used a national employment consulting firm to select ceo level candidates and facilitate the hiring process. The firm conducted a market analysis to develop recommendations for executive compensation based upon their research. When candidates emerged from the selection process, including board interviews, the consulting group presents the candidates' resumes and compensation guidelines to the executive committee of the board of directors for review, discussion, and approval. The committee's deliberations, discussion, and decision are documented in committee minutes. This process was last performed in may, 2012, to finalize the employment and compensation arrangements for the executive director, hired in july, 2012. A new acting executive director was promoted from within existing senior staff in february, 2015, and was approved to continue as executive director by the board in july 2015. No changes to the process for determining executive compensation were made in fy 2014-2015. To establish compensation for other senior staff, the executive committee reviews information from the guide star national compensation surveys and the eri nonprofit comparables assessor, as well as drawing on the circus's staffing history and board members' familiarity with other nonprofits.”

“The form 990 for the big apple circus, ltd. Is available for public inspection as required under section 6104 of the internal revenue service code as it is posted on guidestar.org and other similar websites. In addition, forms 990 and 1023, as well as the financial statements, conflict of interest policy, articles of incorporation and by-laws are available upon written request of the organization at one metrotech center, brooklyn, ny 11201, or by calling the organization at 212-268-2500.”

“The oversight process for the audit of the organization's financial statements and the process to select an independent accountant has not changed from the process employed in the prior year.”