Soroptimist International of the Americas Inc.

“The members of sia include 1,262 soroptimist clubs in the us (and its territories), canada, mexico, central america, south america, taiwan, japan, korea and philippines.”

“The members of sia are clubs. Each soroptimist club has one vote which is exercised via mail ballot. Members elect the president-elect and members of the board of directors. The board of directors meet in person at least two times per year and may meet via teleconference if urgent business arises between meetings.”

“Members of the sia board of directors are elected from 13 electoral areas and serve staggered 2-year terms, with half of the directors rotating off each year. There are 3 officers: president, president-elect and secretary/treasurer. The president-elect is elected annually via mail ballot to all the soroptimist clubs in good standing at the time of election, and automatically succeeds to the office of president on september 1 of the following year. The secretary/treasurer of the organization is elected annually by the board of directors from among one of its members who is not serving as president or president-elect and serves as the chair of the finance committee - which is a committee of the whole board. The chair of the fundraising council serves as an ex-officio member of the board of directors. Amendments to the organization's articles of incorporation and bylaws must be approved by a majority of the soroptimist clubs, with advance notice. In addition, the clubs consider resolutions directing certain mission-related projects or activities. All proposed amendments and resolutions are considered by delegates attending convention and then sent in final form via mail ballot to all soroptimist clubs in good standing for consideration.”

“A copy of the completed form 990 will be provided to all board members for review prior to filing. Approval of the form 990 will be conducted through a mail ballot or at a scheduled board of directors meeting.”

“Directors, officers and employees of sia are expected to act in a manner to put the interest of sia before any personal benefit. Information or personal contacts gained through associations with sia may not be used for personal profit, gain or advantages. Immediate family members of sia employees may not be employed by, sign contracts for, or receive any financial compensation from or have business interests with sia. From time to time, sia circulates questionnaires about conflicts of interest to persons, including upon commencement of service on the board or employment and at least annually thereafter. Any conflicts disclosed are investigated by the executive director.”

“Sia pays its executive director fair market value for his/her services within the context of fiscal responsibility to the organization. Comparable compensation and benefit packages will be researched by the chief operating & finance officer or an outside source at the discretion of the board on an annual basis. The board will review benefits and adjustments to the range annually, using this research as a guide. A written performance evaluation of the executive director is prepared annually after seeking input from the board at a board meeting. A self evaluation prepared by the executive director is considered in the written performance evaluation. The executive compensation committee (the president, president-elect and the immediate past president) recommends the increase in compensation and brings their recommendation to the board for a vote. The executive compensation committee meets with the executive director to discuss the evaluation and compensation increase.”

“Documents are made available to the public upon request.”

“Documents are made available upon request”

“The board of directors functions as a finance committee, as it has oversight of the audit and is responsible for the selection of the independent accountant.”