Wakonda Club

“Individuals who wish to belong to the wakonda club apply for membership. Their names are then posted for review by all other members of the club. After a short period of time, the board of directors will vote on whether or not to accept the application.”

“Past board presidents nominate individuals for the board. The membership votes on the nominees at the annual meeting.”

“The general manager reviews the form 990 before it is filed. The board is not involved in the process.”

“Per the organization's conflict of interest policy: - duty to disclose - 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. - determining whether a conflict of interest exists - after disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall 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. - procedures for addressing the conflict of interest: a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. B. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. C. After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. D. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement. - violations of the conflicts of interest policy: a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. B. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“The executive committee of the board annually reviews and approves the compensation for any manager employed by the club whose annual compensation exceeds $50,000. Market studies are performed to aid in compensation determination. These studies are not performed on an annual basis. This process was last completed in 2021. The general manager performs annual evaluations for each manager. The general manager uses these evaluations to make compensation adjustment recommendations to the executive committee of the board. The executive committee then approves and finalizes the compensation for the upcoming year.”

“Governing documents and financial statements can be requested on the club's website. Information submitted through regulatory filings is available to members via the website or upon request and to the public upon request for the same period of disclosure as set forth in section 6104(d).”