Association of Old Crows

“Aoc governing documents had three significant changes in 2018 which required a vote of the aoc membership. The primary changes are outlined below. 1. Amendment to the aoc articles of incorporation - passed the membership provisions in the aoc articles of incorporation (from 1965) do not reflect the actual categories and rights of members as they have for some time been practiced. Articles of incorporation only need to contain that we will have members, not the description of types of membership or their differing rights and responsibilities. Therefore, specific membership types were removed. 2. Rescinding the aoc constitution - passed when the aoc was formed in 1965 it was common to have articles of incorporation, constitution and bylaws. Now, the common practice is just articles of incorporation and bylaws as there are many commonalities between the constitution and bylaws. Therefore, aoc abolished the constitution in order to consolidate its provisions into the bylaws. 3. Revision of the aoc bylaws - passed with the rescinding of the aoc constitution, the members needed to approve a new structure by which the aoc will operate. The board of directors carefully considered options and developed a revised set of bylaws. Article i of these bylaws contains those parts of the aoc which would require both aoc membership and board of directors approval (similar to the previous constitution). The remaining articles are delegated to the board of directors for management. These articles are very similar to the previous aoc bylaws with some updates/changes to clarify areas where there might have been uncertainty or confusion.”

“The organization has members who participate in the organization's governance.”

“The members of the organization elect the governing body of the organization.”

“Form 990 is reviewed before it is signed by executive committee in reference to financial statements.”

“Board members have a fiduciary duty to conduct themselves without conflict to the interests of association of old crows. In their capacity as board members, they must subordinate personal, individual business, third-party, and other interests to the welfare and best interests of association of old crows. A conflict of interest is conduct, a transaction or relationship that presents or might conflict with a board member's obligations owed to the association of old crows and the board member's personal, business or other interests. Full disclosure of all actual and potential conflicts are required. All board members and staff are required to complete and sign the acknowledgment and the conflict of interest policy annually. This policy is reviewed by the board of directors annually.”

“As part of the annual budget process, the board of directors' review as appropriate, funds to be allocated for total compensation, which includes base salaries, bonuses or any other incentive-based pay. The executive director's compensation is specifically reviewed on an annual basis by the board of directors.”

“Governing documents are available to members only through online access. Financial statements are available to the public upon request.”

“The organization sold its building which had housed it's operations for many years.”