Oceanfront Merchants Association

“(a) must be a property or business owner in the area bounded by 7th and 16th ave. North and kings highway to the ocean (the oma district) to be a voting members. A non-voting associate membership is available to area businesses interested in assisting oma in its mission. (b) membership requires payment of a fee to join which shall be established by the board of directors. (c) persons who own multiple properties or businesses with are distinct and separate entities may have multiple memberships if a separate fee is paid for each. (d) persons who hold multiple memberships are entitiled to one vote for each valid membership.”

“The governing body shall be elected (appointed) by plurality vote of the corporation members at an annual meeting. Directions shall have no restrictions, qualifications, or requirements placed on their ability to serve as directors.”

“The governing body reviews the form 990”

“Conflict of interest 9.1 purpose. The purpose of this conflict of interest policy is to protect the corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, direction, executive director, committee member, or employer of the corporation. This policy is intended to supplement but not replace sections 33-31-831 and 33-31-832 of the south carolina code or other applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations. 9.2 definitions. (a) interested person. Any director, executive officer, executive director, member of a committee, or employee of the corporation who has a direct or indirect financial interest, as defined below, is an interested person. (b) financial interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: (1) an ownership or investment interest in excess of one thousand ($1,000) dollars in any entity with which the corporation has a transaction or arrangement; (2) a compensation arrangement in excess of one thousand ($1,000) dollars in any calendar year with the corporation or with any entity or individual with which the corporation has a transaction or arrangement; or (3) a potential ownership or investment interest in excess of one thousand ($1,000) dollar in any calendar year with, any entity or individual with which the corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors. A financial interest in not necessarily a conflict of interest. Under section 9.3(b) of these bylaws, a person who has a financial interest may have a conflict of interest only if the board of directors decides that a conflict of interest exists. 9.3 procedures. (a) 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 at the next following meeting of the board of directors after such a financial interest arises and must be given the opportunity to disclose all material facts to the board of directors. (b) 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 or she shall leave the board of directors meeting while the determination of a conflict of interest is discussed and voted upon. The board of directors shall decide if a conflict of interest exists by majority vote of the disinterested directors. (c) procedures for addressing the conflict of interest. (1) an interested person may make a presentation at a meeting of the board of directors, 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 president of the board of directors 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 of directors 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 of directors 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. (d) violations of the conflicts of interest pol”

“The corporation shall keep correct and complete books, financial records, and records of account and shall also keep minutes of the proceedings of its board of directors and committees. The corporation shall keep at its registered or principal office a record giving the names and addresses of directors and any other information required under south carolina law.”