CIVIC Progress Action Committee

“The following relationships exist among board members: david w. Kemper and andrew. Taylor: business relationship todd r. Schnuck and david w. Kemper: business relationship”

“The organization has members. An executive committee consisting of the board of directors exercises control over the organization.”

“The governing body is elected by the members.”

“A change of bylaws requires the approval of members.”

“The form 990 is prepared by an independent accounting firm. The form 990 is then reviewed by outside tax counsel at bryan cave llp, the organization's staff, and the board secretary before it is executed and filed.”

“Conflict of interest policy acknowledgements are required of all new members and are updated annually for existing members. The organization utilizes these policy acknowledgements as its method of monitoring compliance. If a conflict arises, the interested director shall leave the meeting during the discussion and vote, the chairperson of the executive committee may appoint a committee of disinterested directors to investigate alternatives and determine if they can obtain a more advantageious transaction with a distinterested person, and if a more advantageous transaction is not reasonably attainable, the committee shall determine by majority vote whether the transaction is in the best interest of the organization, fair and reasonable, and consistent with the exempt purposes of the charity.”

“The executive committee established the executive director's compensation following the procedures set forth in treas. Reg. Section 53.4958-6, including a review of form 990s of similar organizations and compensation materials prepared by outside counsel. The executive director's compensation is reflected in a written employment agreement that was approved by the executive committee.”

“Information is available upon written request. Documents made available include the conflict of interest policy, articles of incorporation, and bylaws. Statement of organization is filed with missouri secretary of state.”

“The organization does not file any payroll related forms itself because it is part of a common paymaster agreement with a related not-for-profit entity, civic progress, inc. All required forms are filed by civic progress.”