Ohio Business Roundtable

“Classes of members or stockholders THE CORPORATION SHALL HAVE NOT MORE THAN ONE HUNDRED MEMBERS, EACH OF WHICH SHALL BE ELECTED TO MEMBERSHIP BY THE TRUSTEES UPON RECOMMENDATION OF THE PRESIDENT. TO BE ELIGIBLE FOR MEMBERSHIP IN THE CORPORATION, A BUSINESS ORGANIZATION MUST BE AN OHIO ENTERPRISE (AS HEREINAFTER DEFINED). A MEMBER SHALL CONTINUE AS SUCH UNTIL SUCH MEMBER WITHDRAWS BY WRITTEN NOTICE TO THE PRESIDENT OR UNTIL SUCH MEMBER IS TERMINATED BY ACTION OF THE TRUSTEES PURSUANT TO SECTION 2.04. AS USED HEREIN, THE TERM 'OHIO ENTERPRISE' SHALL MEAN EITHER AN OHIO-BASED BUSINESS ORGANIZATION WHICH HAS ANNUAL SALES OF AT LEAST ONE HUNDRED MILLION DOLLARS ($100,000,000) AND AT LEAST ONE THOUSAND (1,000) EMPLOYEES IN OHIO, OR A BUSINESS ORGANZATION (WHETHER OR NOT BASED IN OHIO) WHICH HAS INFLUENCE IN OHIO EQUIVALENT TO AN ORGANIZATION HAVING SUCH SALES AND EMPLOYEES. ANY DECISION BY THE PRESIDENT WITH RESPECT TO QUALIFICATION OF A BUSINESS ORGANIZATION AS AN OHIO ENTERPRISE SHALL BE FINAL, BUT EACH BUSINESS ORGANIZATION WHICH IS A MEMBER AS OF MARCH 1, 1995 SHALL BE CONCLUSIVELY DEEMED TO HAVE QUALIFIED AS AN OHIO ENTERPRISE AS OF THAT date.”

“Classes of persons and their rights CLASS A MEMBERS WITH VOTING RIGHTS ARE ASKED TO ELECT OFFICERS. THE EXECUTIVE COMMITTEE SHALL HAVE THE POWER AND AUTHORITY TO ELECT AND TERMINATE OR REMOVE TRUSTEES AND MEMBERS OF THE CORPORATION AND TO APPOINT MEMBERS OF, AND TO FILL VACANCIES IN, STANDING AND AD HOC COMMITTEES OF THE CORPORATION, INCLUDING, WITHOUT LIMITATION, THE EXECUTIVE COMMITTEE. THE EXECUTIVE COMMITTEE SHALL ALSO BE RESPONSIBLE FOR SCREENING, PRIORITIZING AND DETERMINING THOSE ISSUES WHICH SHOULD BE ADDRESSED BY THE CORPORATION, CREATING AND DISBANDING TASK FORCES TO DEAL WITH THOSE ISSUES, AND APPOINTING/REMOVING MEMBERS AND CHAIRMEN OF TASK FORCES, EACH OF WHICH CHAIRMEN SHALL HAVE THE POWER TO APPOINT AND REMOVE ADDITIONAL MEMBERS OF HIS OR HER TASK FORCE. THE CHAIRMAN OF THE CORPORATION SHALL BE THE CHAIRMAN OF THE EXECUTIVE COMMITTEE.”

“Process used to review 990 THE 990 RETURN WAS REVIEWED BY THE EXECUTIVE COMMITTEE PRIOR TO ITS FILING WITH THE INTERNAL REVENUE SERVICE. THE EXECUTIVE COMMITTEE IS THE GOVERNING BODY OF THE ORGANIZATION, PER THE CODE OF REGULATIONS.”

“Process to monitor for conflicts of interest A CONFLICT OF INTEREST POLICY WAS SENT TO EACH MEMBER OF THE CORPORATION. THEY WERE ASKED TO SEND A SIGNED DECLARATION OF INTEREST FORM BACK TO THE CORPORATION STATING THAT THEY READ, UNDERSTOOD AND AGREED TO FOLLOW THE POLICY. IF A CONFLICT ARISES, THE PRESIDENT AND CO-CHAIRS WILL REVIEW THE SITUATION. LEGAL COUNSEL WILL BE SOLICITED IN ANY CASE WHERE THE SMALL GROUP IS UNABLE TO MAKE A DETERMINATION. ONCE A DETERMINATION HAS BEEN MADE THE PROPER COURSE OF ACTION WILL BE TAKEN.”

“Process for determining compensation for ceo THE CHAIRMAN CONDUCTS A PERFORMANCE EVALUATION OF THE PRESIDENT OF THE CORPORATION. BONUS AND/OR COMPENSATION ADJUSTMENTS ARE RECOMMENDED BY THE CHAIRMAN AND APPROVED BY THE MEMBERS OF THE EXECUTIVE COMMITTEE BEFORE BEING AWARDED. COMPENSATION IS BASED UPON INDUSTRY STANDARD SALARY LEVELS AND AN ANNUAL SURVEY CONDUCTED AMONG SIMILAR ORGANIZATIONS ACROSS THE COUNTRY. BASE SALARY FOR THE POSITION WAS EVALUATED IN 2000 BY TOWERS PERRIN; SINCE THEN THE PRESIDENT'S BASE SALARY HAS BEEN ADJUSTED TO COINCIDE WITH THE RANGE OF THE CPI. ALL COMPENSATION CHANGE INFORMATION IS DOCUMENTED AND IN THE CORPORATION'S FILES. Form 990, part vi, line 15b process of determining compensation for other employees THE PRESIDENT CONDUCTS A PERFORMANCE EVALUATION OF THE EMPLOYEES OF THE CORPORATION. BONUS AND/OR COMPENSATION ADJUSTMENTS ARE AWARDED BY THE PRESIDENT. COMPENSATION IS BASED ON INDUSTRY STANDARD SALARY LEVELS AND AN ANNUAL SURVEY CONDUCTED AMONG SIMILAR ORGANIZATIONS ACROSS THE COUNTRY. ALL COMPENSATION CHANGE INFORMATION IS DOCUMENTED AND IN THE corporation's files.”

“availability of gov docs, coi policy, & fin stmts ALL GOVERNING DOCUMENTS, TAX RETURNS, FINANCIAL STATEMENTS AND CONFLICT OF INTEREST POLICIES ARE AVAILABLE FOR PUBLIC INSPECTION AT ANY TIME.”

“Accounting method used to prepare 990 THE ORGANIZATION'S POLICY IS TO PREPARE ITS FINANCIAL STATEMENTS ON A MODIFIED CASH BASIS THAT INCLUDES RECORDING OF DEPRECIATION AND AMORTIZATION ON LONG-LIVED ASSETS, LIABILITIES FOR THE ACQUISITION OF LONG-LIVED ASSETS, PAYROLL WITHHOLDING AND ACCRUALS OF PAYROLL TAXES, AND INCOME TAXES PAYABLE. UNDER THIS BASIS, REVENUE IS GENERALLY RECOGNIZED WHEN PAID RATHER THAN WHEN THE RELATED LIABILITY IS INCURRED. CONSEQUENTLY, ACCOUNTS RECEIVABLE, ACCOUNTS PAYABLE, AND ACCRUED EXPENSES, OTHER THAN THOSE MENTIONED ABOVE, ARE NOT INCLUDED IN THE FINANCIAL STATEMENTS. IF AN EXPENDITURE RESULTS IN THE ACQUISITION OF AN ASSET HAVING AN ESTIMATED USEFUL LIFE WHICH EXTENDS SUBSTANTIALLY BEYOND THE YEAR OF ACQUISITION, THE EXPENDITURE IS CAPITALIZED AND DEPRECIATED OR AMORTIZED OVER THE ESTIMATED USEFUL LIFE OF THE ASSET.”

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