Cincinnati Bar Association

“The organization has members.”

“The organization has members who have the right to elect board members.”

“Voting members of the association elect trustees to the board. The board of trustees has general supervision, management and control of the corporation and its officers, and may take regulations and by-laws for the government management and operations of the corporation.”

“The form 990 is prepared by an independent auditing company and the executive committee reviews the returns. The executive committee then votes to approve the return before filing. The 990 is available for the entire board of trustees to view. Once approved, the executive director signs and files the return.”

“A conflict of interest policy is distributed annually to all officers, employees, directors, finance committee members and other individuals with substantial involvement in the cba. Each person is required to submit a signed statement that they have read and understand the policy. All persons are required to disclose any and all conflicts. If a conflict of interest does arise, the chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or agreement. After exercising due diligence, the board or committee 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. If a more advantageous transaction or arrangement is not reasonably attainable, the board or committee shall determine by a majority vote whether the transaction or arrangement is in the cba's best interest and for its own benefit, and whether the transaction is fair and reasonable to the cba, and shall make its decision as to whether to enter into the transaction or arrangment in conformity with such determination.”

“The cba has a written executive director compensation and benefits package review process. The cba president gathers information such as compensation history, performance metrics, other bar association compensation packages, national salary data for bar association executive directors and local not-for-profit compensation data. The cba president then meets with an independent executive committee to evaluate the executive director's compensation. The president will also seek input from the board of directors. The president may also meet with the other staff managers regarding job performance. The executive director will have the opportunity to submit a memo to the president regarding any aspect of the compensation. The executive committee then meets with the president outside the presence of the executive director to recommend an appropriate compensation package to the board of directors. The president then meets with the board of directors without the executive director being present and informs them of the executive committee's findings and recommendation. The president then calls for a motion and then the board of trustees vote upon an appropriate compensation package for the executive director.”

“The governing documents are published in the members' directory. The conflict of interest policy and financials are available upon request.”

“The organization has an executive committee comprised of the officers of the board of trustees. The committee meets monthly and has the authority to act on behalf of the full board but only does in cases where time is of the essence.”

“The audit oversight process has not changed in the current year.”