Congaree Vista Guild

“Memberships are offered to businesses and individuals who are in the following classes: 1) own or operate a business located within the vista area (business members). 2) own a residence or live in the vista area (residential members). 3) businesses that are affiliated with the above (associate members). Members have no governance rights. The members have rights to benefits based on their membership class. All members have a right to attend monthly meetings where they are informed of actions of the board of directors and may ask questions regarding those actions. Other benefits are designed primarily to promote business activity. In general, they do not vote for directors or formally approve any actions of the board.”

“The financial information contained in form 990 is provided to the board of directors on a monthly basis and reviewed during their regularly scheduled meeting. All other infomration in form 990 is provided by the executive director or from printed materials regarding the activiites of the congaree vista guild.”

“An interested person is a member of the board of directors or a committee of the board. An interested person with a potential conflict may make a presentation at the governing board or committee meeting and then shall leave while the remaining board members decide if a conflict exists. If a conflict of interest exists, the president or chair may appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due dilligence, the governing board shall determine whether the corporation can obtain, with reasonable efforts, a more advantageous transaction or arrangement that would not give rise to a conflict of interest.”

“The executive director is the only compensated officer of the vista guild except for expense reimbursement pursuant to the bylaws. The governing board shall conduct periodic reviews to determine that compensation arrangements and benefits are reasonable based on competent survey information and the result of arms-length bargaining. When conducting the periodic reviews, the corporation may, but need not use, outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted in the best interests of the corporation. The executive director's compensation was part of a written employment agreement and was determined by current market rates.”

“The bylaws, the conflict of interest policy, and the names of the members of the governing board of directors are posted on the website of the congaree vista guild and may be accessed by the public. Financial statements are prepared by the executive director on a monthly basis and are distributed to the board members at their monthly meeting. They are available to the public upon reasonable request.”