The Executives' Club of Chicago

“The club shall have an executive committee, composed of the chair of the board of directors, the first vice chair and second vice chair of the board of directors, the two former chairs of the board of directors who have most recently served in that capacity, the secretary and the treasurer. The chair of the board of directors shall serve as chair of the executive committee. The chief executive officer & president shall serve on the executive committee on an ex-officio basis. During the intervals between meetings of the board of directors, the executive committee shall have, and may exercise, all the powers of the board of directors in the management of the affairs of the club, in all cases in which specific directions shall not have been given by the board of directors or for reasons of stability or continuity, subject to the limitations provided by section 108.40 of the act.”

“The club shall have four classes of members, designated as follows: (a) corporate members (b) individual members (c) diplomatic corps members (d) not-for-profit members. The qualifications and rights of each class of members are as follows: corporate members shall be divided into four levels of corporate membership: (a) "corporate sponsorship" will consist of twelve executives (b) "corporate i" will consist of ten executives,(c)"corporate ii" will consist of five executives (d)"corporate iii" will consist of two executives from companies. Each corporate member shall be entitled to designate from time to time, in accordance with such corporate member's applicable level of corporate membership, those executives who will be considered to be members of the club. Each individual executive designated by a corporate member as a member of the club shall be entitled to one vote in accordance with section 2.7 of the club's by-laws on each matter submitted to a vote of the members. Individual members shall be divided into three levels of membership: "individual members i" are those members who are not otherwise categorized in one of the other classes. Diplomatic corps members are those diplomats representing foreign nations, who are not residents of chicago or its vicinity before becoming diplomats and who are not citizens of the united states of america. It shall also include the chief consular representative of a foreign nation who is in charge of a chicago consulate of such a foreign nation. Not-for-profit members are persons who are executives of institutions, organizations and foundations designated as "non-profit" whose objectives seek to realize the particular values which they purport to serve.”

“Please see the narrative form 990, part vi, section a, line 6”

“The audit committee of the organization's board of directors is primarily responsible for overseeing the preparation of the organization's annual information return (form 990). A copy of the organization's annual information return is provided to the organization's board of directors for review prior to the time it is filed with the internal revenue service.”

“Annually the organization requires each of the members of its board of directors and officers to certify compliance with the organization's written conflict of interest policy, which requires disclosure of material family or business relationships involving the organization. The annual certifications are reviewed by management of the organization and any potential conflicts of interest identified as part of the annual certification process are referred to the governance committee of the board of directors for evaluation and resolution. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the members of the board or committee considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person must leave the meeting of the board or committee while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members will decide if a conflict of interest exists. An interested person may make a presentation at the meeting of the board or committee at which the transaction or arrangement involving a possible conflict of interest is to be considered, but after the presentation, the interested person must leave the meeting during the discussion of, and the vote on, the transaction or arrangement. The board or committee will determine by a majority vote of the disinterested directors or members whether the transaction or arrangement is in the club's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, the board or committee will make its decision as to whether to enter into the transaction or arrangement. If the board or committee has reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, it will inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose. If, after hearing the interested person's response and after making further investigation as warranted by the circumstances, the board or committee determines the interested person has failed to disclose an actual or possible conflict of interest, it will take appropriate disciplinary and corrective action.”

“The compensation arrangements relating to the organization's president/chief executive officer are determined using comparability data from other organizations as well as nonprofit salary surveys. The compensation arrangement is approved by the executive committee and governance committee of the organization's board of directors and documented in a written employment agreement.”

“Compensation for other officers and key employees is determined annually based on performance. Salary decisions are made at the president & ceo level, while bonus compensation is determined by the executive committee of the board of directors.”

“Financial statements, governing documents, and conflict of interest policies are not required disclosures pursuant to internal revenue code (irc) section 6104. These documents are not available to the public at this time.”

“Leadership Development program 490866. 0. 0.”