Birmingham Athletic Club

“The organization's members are persons who hold an active membership in the corporation.”

“Article iv - election of board of directors section 1. Classes of directors; election the board of directors shall consist of nine (9) active members, and it shall be divided into three classes of three members each, in accordance with the expiration dates of their terms of office. On the day of each annual meeting there shall be elected to the board by the active, senior and social members of the club, by secret ballot, three active members of the club. The members so elected shall serve as members of the board for three (3) years from and after their election, and shall succeed the members of the board whose term then shall have expired. Section 2. Nominating committee the nominating committee shall meet at least thirty (30) days prior to each annual meeting, and shall nominate two active members as candidates for each vacancy of the board. The nominating committee shall consist of the past presidents of the club who are currently active, senior, super senior or social members of the club. The nominating committee shall be chaired by the past president who is the second most immediate past president eligible to serve on the nominating committee. Section 3. Nominee board the names of the candidates nominated by the nominating committee shall be filed promptly with the secretary, who shall post their names and brief biographies on the club's bulletin board at least twenty-five (25) days prior to the date of the annual meeting. Section 4. Annual meeting, ballot after at least ten (10) days prior to the date of the meeting, the secretary shall mail to all active, senior and social members a ballot containing the names and biographies of those nominated as candidates for the board, an envelope marked ballot, and an envelope addressed to the secretary. The two envelopes sent to each active, senior and social member shall be for the member's use in voting in the manner hereinafter provided. Section 5. Manner of voting each active, senior and social member may cast as many votes as there are vacancies on the board. Cumulative voting shall not be permitted. Balloting for the election of the board may be in person, delivered to the presiding officer before the closing of the polls, or by mail provided the ballot is received by the club prior to the meeting. All ballots, whether to be cast in person at the meeting, by personal delivery or by mail, shall be enclosed in the sealed envelope marked ballot. This envelope shall be enclosed and sealed in the envelope addressed to the secretary. The latter envelope must then be signed by the member and the member's house account must be indicated thereon. Ballots prepared in this way shall be mailed to the secretary or deposited in a box provided at the club for safekeeping.”

“Section 1. Board of directors, authority the club shall be supervised and controlled by a board of directors, herein referred to as the board, which shall consist of nine (9) active members. The board may make rules for the government of the club and its members and it shall have all power not expressly reserved to the members. However, the board shall not, without first being authorized by a majority vote of all active, senior and social members present in person or by proxy at a regular meeting of active, senior and social members, or at a special meeting thereof called for such purpose and disclosing the amount thereof, if any, which will be considered an additional membership deposit: a) levy special assessments upon the members, or b) borrow funds for any purpose other than: 1. For working capital, or 2. An amount not to exceed one hundred thousand ($100,000) dollars at any one time for capital improvements or major maintenance purposes.”

“The general manager and the president of the board will review the 990 for accuracy before they are signed and submitted to the irs. The board of directors will look at the completed 990 and 990t after they are filed with the irs.”

“The board of directors, the general manager and all department heads continually monitor all employees in regard to this policy.”

“The general manager's employment contract including compensation is the responsibility of the executive committee of the board of directors, lead by the president. The executive committee includes the president, vice president(s) and the treasurer. Any employment contract is reviewed by the legal committee. Ultimately, the compensation is a function of the budget. The budget is formulated by the finance committee and is the responsibility of the treasurer. Once the compensation of the general manager has been determined and budgeted, the terms of his employment contract have been reviewed by the legal committee, and the general manager has agreed to the terms, the contract is presented to the board of directors for ratification by a majority vote. A similar process is followed for other key employees, except that the general manager participates in this process and provides his advice and counsel.”

“The club provides copies of form 990 and form 1024 upon request.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available upon request.”

“No change from prior year.”