CIVIC Consulting Alliance

“Committees of the governing body committees and advisory bodies: the board of directors may from time to time establish one or more committees and one or more advisory bodies. Unless its membership consists of two or more directors, and a majority of its membership consists of directors, such committee or other body, however denominated, shall not have authority to act on behalf of the board of directors. Operating board: the corporation shall have an operating board consisting of 45 to 55 members. The operating board shall review the corporation's mission, strategy, priorities, and budget and review the progress and result of the corporation's projects. Executive committee: there shall be an executive committee of the operating board, consisting of the chairman, the president, and at least eight members of the operating board designated by the chairman. The executive committee of the operating board shall monitor the day-to-day operations of the corporation, and, in such capacity, shall review projects, assist in the strategic planning process, prepare the annual budget, and oversee development efforts. The executive committee may nominate a slate of candidates for election to the operating board prior to the annual meeting of the board of directors. The chairman, or, in his or her absence, a member designated by the chairman, shall preside over all meetings of the executive committee. The operating board shall meet three times per year, or more or less frequently, as determined by the executive committee. Members of the operating board may be nominated by the executive committee and will be selected by the board of directors from time to time. Members of the operating board will be expected to make measurable contributions to the accomplishment of the purposes of the corporation, including funding, resources for project teams, or contributions to infrastructure. Other committees: the corporation may establish a human capital committee to recruit and retain consulting staff, oversee the staff development process, and assist with outplacement. A partnership committee may be established to identify new participants in the work of the corporation.the chairman may appoint ad hoc committees at his or her discretion.”

“Committees there were no committees with the authority to act on behalf of the governing body during the year.”

“Review of form 990 the form 990 was prepared by a national public accounting firm in conjunction with management and staff of the organization. A draft was then provided to management. Management and the treasurer reviewed the draft version of the form 990. Subsequent to their review, club management and the treasurer, along with the commercial club's vp, finance & admin discussed the draft versions with the tax preparers including any questions or necessary revisions. Based on feedback from that meeting, the form 990 was revised as necessary. The board of directors received a copy of the form 990 prior to filing with the irs. Form 990, part vi, line 12b: director conflict of interest policy no director or member of any committee shall derive any personal profit or gain, directly or indirectly, by reason of his or her membership on the board of directors or a committee. If a director or committee member is directly or indirectly a party to any transaction considered by the board of directors or a committee, the director or committee member shall disclose the material facts of the transaction and the director's interest or relationship prior to the approval or ratification of the transaction by the board of directors or committee, and shall not vote on the approval or ratification of the transaction.”

“Monitoring conflict of interest transactions that involve a board member or officer are assessed to determine if a conflict of interest exists. The decisions regarding if a conflict exists is determined by the governing committees of the organization. If a conflict is identified (none identified to date), the member that it relates to is asked to abstain from the conversation and any related decisions made. Although the organization's conflict of interest policy does not require an annual completion of a conflict of interest statement, each officer, director, and key employee is required to disclose on a contemporaneous basis when a conflict arises.”

“Compensation approval civic consulting alliance uses the following to establish compensation for all employees: a compensation committee, an independent compensation consultant, form 990 of other organizations, compensation surveys, and approval by the board and compensation committee. Compensation decisions are contemporaneously documented by the compensation committee.”

“Documents available to the public civic consulting alliance provides documents to the public upon request.”