Sam Houston Trails Coalition

“Sam houston trails coalition is an all member organization and there are no stockholders. There are five members representing the four elements of cycling, equestrian, hiking, motorized and one at-large elected to the board of directors.”

“Each director is elected from that elements membership and all members elect the at large director coming from any element. Nominations for each element must come from a current member of that element with all members eligible to nominate for the at-large director. To be eligible to be a board member, that member must have been a voting member for a minimum of one year. Only voting members are eligible to vote. To be eligible to vote, a member must have joined prior to the fourth quarter of the preceding year. This is all detailed in the bylaws, section v.”

“The 990 will be provided to each director by electronic delivery for review prior to filing the completed form.”

“Each officer, director, or key employee/member must disclose immediately to the board of directors all material facts regarding his or her interest in a transaction if the transaction may be or may have the appearance of a conflict of interest. The board must determine if a conflict exits. The insider and any other interested person involved with the transaction must not be present during the boards discussion or determination of whether a conflict of interest exists, except that the board may ask questions of and receive presentations from the insider and any other interested person, but must deliberate and vote on the transactions in their absence. The board must ascertain that all material facts regarding the transaction and the insiders conflict of interest have been disclosed to the board and must compile appropriate data to determine fair market value for the transaction. After exercising due diligence, the board must determine whether the transaction is in the companys best interest, for its own benefit, and whether it is fair and reasonable to the company. The majority of disinterested members of the board then in office may approve the transaction.”

“Documents are made available on our website, www.samhoustontrails.com on the about page. We provide financial information (990 filing, tax exempt status) along with approved board meeting minutes. Under the about page, the latest quarterly members meeting presentation is available.”

“ROUNDING”