Greater Philadelphia Hotel Association

“The executive committee shall consist of the officers of the association and the chair of each standing committee. The executive committee will retain certain authority concerning affairs of the association. Subject to contrary actions of the board of directors, the executive committee shall (1) set and approve the annual budget of the association; (2) enter into binding contracts on behalf of the association; and (3) hire staff and/or an association management company. The executive committee shall not have any power or authority as to (1) the filling of vacancies in the board of directors; (2) the adoption, amendment or repeal of the bylaws; (3) the amendment or repeal of any resolution of the board of directors; or (4) action on other matters committed by resolution of the board of directors or by pennsylvania law to the full board of directors or to another committee of the board.”

“The duties commonly performed by the executive director and staff of the trade association are performed by alta management services, inc (ams). The executive director of gpha, ed grose, is the president of ams and is not paid a salary by ams for being the executive director of gpha.”

“An active member shall be any hotel in existence or under construction, which has been duly admitted to membership. Each active member shall designate in writing its executive head or general manager to serve as its active member representative and represent such active member at meetings of members of the association as members of the board of the association. An allied member shall be a firm doing business with hotels. Allied members shall annually elect one from among their membership to represent allied members on the board of the association.”

“As described in form 990, part vi, section a, line 6, active and allied members of the association elect members of the board.”

“The form 990 is prepared by an independent accounting firm and is reviewed by the executive director and the board of directors prior to filing.”

“The conflict of interest policy covers all directors, principal officers key employees and members of a committee with board delegated powers. (key employees are the executive director and any other managerial staff who directly report to the board of directors.) those covered by the policy will annually complete a disclosure statement detailing known material financial interests with current and recent gpha contractors and shall promptly disclose any potential conflict to the board of directors as it becomes known. If a conflict of interest is identified, the interested person must leave the room until after the discussion, vote, and any other disposition of the matter is concluded unless the matter has been placed on the portion of the agenda reserved for uncontested matters. The chair of the board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board or committee shall determine whether gpha can obtain with reasonable efforts a more advantageous transaction or arrangement from a person that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board or committee shall decide whether to enter into the transaction or arrangement. Transaction or arrangement.”

“The executive director is the president of the management company engaged by the board of directors. Fees paid to the management company are documented in a contract signed by the president of the board.”

“The governing documents, conflict of interest policy and financial statements are distributed to the membership and are available to the public upon request.”

“Gpha accomplishes these goals through six primary areas of involvement-civic representation, events, government relations, human resources/education, networking, and research.”

“The association uses the modified cash basis of accounting in order to present income and expenses from fundraisers in the period in which the events occur and to present management bonus and fees in the period in which they are incurred.”