Joslyn Castle Trust Inc

“The executive committee may exercise the authority of the board of directors in the management of the corporation between board meetings or in an emergency. Notwithstanding the foregoing, the executive committee shall not have the authority of the board in reference to: (i) amending the bylaws; (ii) electing, appointing, or removing any director or officer of the corporation; (iii) amending the articles of incorporation; (iv) adopting a plan of merger or consolidation; (v) authorizing the sale, lease, exchange or mortgage of all or substantially all of the assets of the corporation; (vi) authorizing a voluntary dissolution of the corporation, or (vii) adopting or repealing any resolution of the board which specifically provides that it shall not be amended, altered or repealed by such committee. The executive committee shall submit all of its actions to the full board of directors for ratification at the next meeting of the board.”

“After completion and before filing of the form 990, a copy is provided to all members of the board of directors and is reviewed by the organization's executive director, president, and treasurer.”

“In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and may 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. 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. The minutes of the governing board and all committees with board delegated powers will contain all proceedings when conflicts of interest arise. Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms they have received a copy of the policy, they have read and understand the policy, and they agree to comply with the policy.”

“The compensation for the executive director is set by the board of directors after reviewing nonprofit association of the midlands survey of compensation of like organizations. The same is said for any key personnel. The executive committee of the board of directors reviews the nam survey and the executive director make a recommendation and the salary is set. The executive committee sets the salary and the full board reviews at the annual assessment or prior to hiring and presenting an offer for the executive director position. All positions are employed and there is an employment agreement.”

“The organization does not make these documents available to the public.”