Reading and Berks County Bureau Corporation

“The organization has members.”

“The members shall submit names of individuals who are interested in serving on the board of directors to the nominating committee.”

“Any "fundamental transaction" shall require (i) the affirmative vote of two-thirds (2/3) or more of the directors then in office and the affirmative vote of a majority or more of the members present at a duly called meeting of the members where a quorum is present, or (ii) the unanimous approval of all of the members. A "fundamental transaction" shall include the following: (1) any amendment to, or the repeal and subsequent adoption of, any provision of the articles or bylaws; (2) the increase or decrease in the authorized number of members of the board of directors; (3) the adoption of any plan for the merger, consolidation or reorganization of the corporation; (4) the adoption of any plan for the division or conversion of the corporation; (5) the sale of all or substantially all of the assets of the corporation; (6) the formation of a subsidiary of the corporation; (7) the adoption of any plan for the dissolution or liquidation of the corporation; (8) the creation of an additional membership class of the corporation; (9) the approval, modification or termination of the signatory and disbursement policy of the corporation (the "signatory and disbursement policy"); and (10) a special assessment of dues upon the members.”

“All financial information and the form 990 are reviewed by the executive board and officers before the treasurer signs the form for filing. Additionally, all financial information, including form 990, and minutes from board meetings are available for inspection at the bureau's office during normal business hours.”

“The president monitors annual disclosures from officers, directors, and trustees to determine any conflict of interests.”

“The president is reviewed yearly by the chairman of the board, who evaluates and discusses the evaluation with the executive committee. Compensation was set in 2007 by the executive committee based on the destination marketing association study data of cvb's from across the nation and has been reviewed annually since then.”

“All governing documents and financial information are available for inspection at the bureau's office during normal business hours.”

“The organization did not have any instances where backup withholding was requried; however, if the situation would arise, the organization is aware of the reporting requirements and would handle that accordingly.”