Yellow Pages Integrated Media Association

“Smithbucklin corporation is a management company which manages all financial services of the organization in accordance with the organization's bylaws and policies.”

“The association is a company membership organization. Prospects of the yellow pages (local search) industry apply for membership to the association. Once they meet all requirements and are approved by the board, they become members of the association.”

“The by-laws state that "directors nominated for election shall be elected by the class membership represented by such directors.”

“As detailed in the bylaws, the following items require the approval of the membership: an amendment to the bylaws that would materially and adversely affect a class of membership and dissolution.”

“The form 990 is reviewed by the finance committee and then presented to the board members with comments for approval before filing.”

“All principal officers and committee members must disclose any conflict of interest, including all material facts, to the directors and committee members who will then decide if a conflict of interest exists and take appropriate disciplinary and corrective action, if necessary. On an annual basis, each principal officer and committee member shall sign a statement which affirms such person has received a copy of the conflict of interest policy, has read and understands the policy, has agreed to comply with the policy, and understands the organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.”

“The president's salary and target bonus opportunity is set forth in a written employment agreement. The board of directors annually establishes written goals for the president. The executive committee of the board of directors, acting as the compensation and benefits committee, consisting of the chair, vice chair and secretary/treasurer, annually review the accomplishments of the president compared to the goals established by the board. The committee determines the base salary increase, if any, for the prior year's performance based upon accomplishment of these goals, the financial conditions of the association and its members, and consultation with independent human resources professional, the decision of the compensation and benefits committee is reported to the board of directors and is reflected in contemporaneously recorded minutes of their meetings. All other staff are part of the annual review and evaluation process. Merit increase amounts for the year are approved by the board of directors during the budget process. The percentage is based on a review of merit increases at board companies and similar associations.”

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

“The association has an audit committee that assumes responsibility for oversight of the audit of the financial statements and the selection of the independent auditors.”