Nysarc Inc.

“The organization recently approved changes to its by-laws resulting in a reduction of the size of its board. Prior to this change, each chapter was entitled to between 1 and 6 seats on the board of governors based upon that chapter's number of members. This resulted in a board of governors of approximately 150 individuals. The new structure caps the size of the board of governors at 1 for each chapter, who now receive a weighted vote of between 1 and 10 based upon a published chart of the number of members.”

“Nysarc, inc. Is a unitary corporation consisting of its 52 chapters. The corporation and chapter's governing body is the board of governors representing the individual membership in each chapter's jurisdiction. Each chapter has one primary and one alternate governor with a weighted vote based on membership. The corporation, through its bylaws, delegates day-to-day operating authority to the chapters' board of directors. The executive committee of the board of governors (see part vi, line 7a below) comprises the corporation's elected officers and exercises all powers of the board of governors between plenary meetings of the governors, which are held four times per year.”

“The organization's members elect the officers and directors of the chapter annually. In turn, those chapter board members nominate the officers and directors of the corporation.”

“The board of governors does not review chapters' form 990s before they are filed. Each chapter submits a copy of its form 990 to the corporation's board of governors when the form is filed by the chapter. Nysarc's 990 is reviewed by members of the executive committee and copies are available upon request.”

“Compliance with the conflict of interest policy is monitored by the audit committee.”

“Annual budget is reviewed and recommended by budget and finance committee, then submitted to board of governors. All executive staff salaries are listed and approved by full board.”

“BY WRITTEN REQUEST.”

“The audit committee is responsible for the selection and oversight of the auditors. This process has not changed from the prior year.”