Arrowhead Zoological Society

“In 2024, we made the following significant changes to our bylaws: reduced number of maximum board members from twenty-five to fifteen; changed the quorum requirement for conducting business from calculating the full board regardless of excused absences to the following verbiage (quorum for the purpose of transacting business at board meetings shall be fifty-one percent (51%) of the number of directors in office. If a director notifies the corporation before a scheduled meeting that he or she will be absent, then for quorum determination purposes, the number of directors then in office shall be reduced by one. Un-notified absences do not alter quorum calculations. A quorum shall never be less than one-third (1/3) of all directors then in office. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, notwithstanding that the withdrawal of a number of directors originally present leaves less than a quorum. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors.); changed the requirement for the annual meeting to take place in the first two weeks of january to the first quarter of the fiscal year; increased the amount of checks that need two signatures from $2,500 to $18,000; and increased the amount of a contract requiring board approval from $5,000 to $75,000.”

“The organization is comprised of members who receive certain benefits in return for payment of annual dues.”

“The board of directors are elected by a majority membership vote at the annual membership meeting.”

“The organization distributed the 990 electronically to the board of directors with an opportunity to review and provide approval prior to submission to the irs.”

“Every employee and board member must read and sign our conflict of interest policy annually. 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 directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she may leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she may leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.”

“The board of directors reviews, determines and approves the ceo and other key leadership positions.”

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