Latino Corporate Directors Association

“The association has a single class of membership.”

“The association's membership has the right to elect the members of the governing body. A member is selected to oversee the election process. A nomination form is submitted to the members and they can nominate candidates. Once all nominated candidates are gathered, a slate is compiled and sent to the membership for its official vote. There is a two-week period for members to submit their votes. Votes are counted and election results are announced to the membership.”

“The prepared form 990 is reviewed by the members of the governing body before the return is filed with the irs.”

“All lcda employees and members of the board of directors must sign a conflict of interest compliance certification annually. Conflicts of interest can occur when the organization enters into transactions with persons, businesses, or non-profit organizations that have relationships with its employees, board members or officers. To avoid actual or potential conflicts of interest, or the appearance of a conflict of interest, individuals subject to lcda's policy should always disclose any connections or relationships with organizations, persons or businesses seeking to do business with the organization, and refrain from participating in decisions affecting transactions between lcda and those organizations, persons or businesses. The mere existence of a connection or relationship with a person or business does not prevent a transaction from taking place, rather it requires that: the relationship be disclosed; only disinterested individuals participate in decisions regarding transactions between lcda and the person or business; and, the terms of the transaction are fair and reasonable compared to those available in other commercial transactions where the parties are entirely independent of one another. Employees and members of the board of directors of lcda have a duty to be free from conflict of interest when they represent the organization or make recommendations with respect to interactions between the organization and other entities. Employees must deal with suppliers and all others doing business with the organization on the sole basis of what is in the best interest of the organization, without favor or preference to third parties based on personal considerations. In particular: employees and members of the board of directors who have relationships with individuals or businesses that seek to do business with the organization--or who make recommendations with respect to such dealings or pass judgment upon them--shall not own any interest in, or have any personal agreement or understanding with, such third parties that would tend to influence the employees' decisions with respect to the business of the organization, unless expressly authorized in writing after the interest, agreement, or understanding has been disclosed. No employees or member of the board of directors shall seek or accept, directly or indirectly, personal payments, loans or services, excessive entertainment, or travel or gifts of more than nominal value from any individual or business doing or seeking to do business with the organization. This provision shall not, however, prevent employees and members of the board of directors from accepting or making use of rooms or entertainment provided by facilities on a complimentary or upgraded basis in connection with an organizational conference, seminar, or school, where such room or entertainment is part of the overall contract negotiations with the facility. Such use of facilities benefits the organization. No employee or members of the board of directors shall do business with a close relative on behalf of the organization, unless expressly authorized by the organization in writing after the relationship has been disclosed. The conflict of interest requirement extends to situations involving the close relatives of all employees and members of the board of directors. Close relatives normally include spouses, partners, parents, children, brothers and sisters. Employees and members of the board of directors shall take reasonable steps to become informed of conflicting interests involving close relatives who are either employed by, or have a greater than 5% financial stake in, organizations or entities that seek to do business with lcda. In instances where employees and members of the board of directors become aware of potential or actual conflicts of interest involving relatives who are employed by, or hold greater than 5% financial stake in, organizations or entities that seek to do business with lcda, those individu”

“The president/ceo's compensation was determined by reviewing the full-time equivalent compensation of the previous executive director.”

“The association makes its governing documents and financial statements available to the public upon request.”

“The latino corporate directors association (lcda) is a new and dynamic association that has been fully operational since 2016. Lcda is comprised of us senior executives that serve on publicly traded or large privately held company boards, as well as c-level aspiring directors. It convenes accomplished executives at the highest levels of corporate leadership who are committed to paying it forward and advancing the mission to develop, support and increase the number of us latinos on corporate boards. Our model is focused on expanding opportunities and lifting up the next wave of latino directors. Lcda envisions being the preeminent association of us latina and latino corporate directors and a trusted source for us corporations and search firms seeking board talent. To that end, we are at the forefront in preparing senior executives for board service and promoting them onto boardrooms. Lcda members occupy more than 30% of the board seats held by latinos on fortune 1000 companies. We have more than 250 members who hold seats on publicly traded and privately held boards including target, hp, ford motor company, cbs, honeywell international, southwest airlines, levi-strauss, bank of america, ryder, autozone, archer daniels midland, and cinemark, to name a few. Currently, lcda offers two membership categories, director and executive, and provides services and programming that empower directors and aspiring directors to lead with confidence and excellence in the boardroom. Lcda serves as an advocate and resource to corporate boards, search firms, private equity, and institutional investors interested in gaining access to exceptional board talent. Our program areas focus on growing the supply of high-caliber boardroom candidates and providing quality corporate governance programming for experienced and aspiring directors. We focus on three strategic areas: grow the supply: provide programs designed to identify, prepare, and grow the pool of board-qualified candidates. Grow the demand: work with strategic partners and influencers to increase opportunities for a greater number of talented latinos to serve on corporate boards. Raise awareness: convene directors and leading authorities to promote excellence in corporate governance and promote thought leadership on board diversity.”