College Endowment Association Inc Co Womens Club of Wisconsin

“The following changes were made to the bylaws: allowing meetings to be conducted by telephone or other communication technology; adding conflict of interest policy; adding the office of president elect; explaining the voting rights and election cycle of directors; explaining no compensation is received by officers and directors. Reimbursement for expenses incurred in connection with the exempt purposes of the organization can be given; explaining the duties and composition of the board of directors.”

“There shall be three classes of membership in the association. The board of directors shall determine the form of the membership application as follows: annual member - membership paid per membership year. Life member currently honored but no new life memberships are being accepted. Honorary member may be elected at the discretion of the board of directors.”

“Annual members and life members elect officers and directors at the annual meeting or a special meeting.”

“The association does not have any committees with authority to act on behalf of the governing body.”

“The prepared form 990 is reviewed by the members of the governing body before the return is filed with the irs.”

“Each officer or director shall disclose to the board of directors any conflict of interest or possible conflict of interest pertaining to a matter being considered by the board and shall abstain from voting on the matter. Their abstention shall not be counted in determining the quorum for the vote on the matter. In addition, the director may not use their personal influence on the matter but may briefly speak on the matter and may answer questions from other directors since his or her knowledge may be of great value. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting and its impact on the quorum. If a director is uncertain if he or she has a conflict of interest that requires abstention, or if another director asserts that another director has such a conflict, the board, by majority of those present, other than the director having the possible conflict, shall decide whether abstention is required. If so, the director will be deemed to have abstained.”