Jobsohio Beverage System

“As specified in the articles of incorporation, jobs is a membership organization. The sole member of the corporation is jobsohio, a non-profit corporation formed under chapters 1702 and 187 of the ohio revised code. Jobsohio is a 501(c)(4) organization formed to promote economic development, job creation, job retention, job training, and the recruitment of business to the state of ohio.”

“The sole member of jobsohio beverage system is jobsohio. The board of directors of jobsohio has the ability to elect members of the governing body of jobsohio beverage system. Form 990, part vi, line 9: address information for officers, directors, etc.: betty montgomery 6530 west campus oval suite 210 new albany, oh 43054 theodore l. Adams l brands, inc. Three limited parkway columbus, oh 43230”

“The form 990 is submitted to the chief financial officer for review. Subsequent to his approval, it is submitted to the president for review and approval. Copies of the form 990 are provided to the board of directors for review prior to filing the return. Additionally, jobs employs deloitte to review the return and provide guidance in identifying errors in the return submission and feedback on quantitative and qualitative responses.”

“Annual disclosure: annually, each director, principal officer, and member of a committee with board delegated powers shall sign a statement which affirms that such person has received a copy of the conflicts of interest policy; has read and understands the policy; has agreed to comply with the policy; and, understands that the corporation is a tax-exempt organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Periodic reviews: to ensure that the corporation operates in a manner consistent with its nonprofit purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: 1. Whether compensation arrangements and benefits are reasonable and are the result of arm's length bargaining. 2. Whether partnership and joint venture arrangements of the corporation conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further the corporation's charitable purposes and do not result in inurement or impermissible private benefit. 3. Whether agreements with vendors, service providers and other third parties further the corporation's charitable purposes and do not result in inurement or impermissible private benefit. Duty to disclose: in connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement. Determining whether a conflict of interest exists: after disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or committee meetings while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. If no conflict of interest exists, the interested person may participate in a discussion of and vote on the transaction or arrangement in question. If a conflict of interest does exist, the procedures detailed below shall be followed. Procedures for addressing the conflict of interest: 1. An interested person may make a presentation at the board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. 2. The chairman of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 3. After exercising due diligence, the board or committee shall determine whether the corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. 4. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest and for its own benefit and whether the transaction is fair and reasonable to the corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.”

“A copy of the 990 is also provided to the ohio development services agency.”

“The corporation's articles of incorporation are filed with the office of the ohio secretary of state and are a matter of public record available online. The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Supplemental payment expense is referred to in the franchise transfer agreement dated february 1, 2013 as the deferred payment and is defined as supplemental payments to the state of ohio based upon a formula specified in that agreement. Jobsohio beverage system is required to make a cash payment to the state that is calculated based on the specified formula.”