St. Michaels Community Center Inc.

“By laws were amended as follows (copy of bylaws attached as pdf to return):article ii mission - the purpose was stated briefly and succinctly. Non-discrimination clause was updated to reflect the broadest inclusion. Smcc had never discriminated, but modern language on the subject needed to be brought in. Smcc has always been drug, alcohol and smoke free in practice. We needed our bylaws to state that explicitly.article iii geographic area - we made it explicit that we're covering the bay hundred area - tilghman to the oak creek bridge.article iv board of advisors - clarified the boa role vis-a-vis that of the executive director. Most of the boa list was taken from the guidelines of the maryland non-profit guidelines. We added a point about succession to make sure all records were turned over for the sake of continuity.article v boa meetings - updated the article to include the opportunity for electronic proxies to insure a quorum to conduct business.article vi boa committees - updated the list of committees and duties. Added the provision for ad hoc committees to be appointed as necessary.article vii officers - updated the overall duties of the four officers and the executive director along the lines of maryland non-profit guidelines. Clarified the wording on the term of office and limits of terms. Enforced the concept of complete records turnover at end of service to boa.article viii executive director and support staff - brought in the concept of the organization and ed governed by an approved strategic plan. Enforced the strict standard with regard to no drugs, alcohol and smoke free policy.article ix indemnification - updated and clarified that boa, employees, and volunteers are not liable for damages in the carrying out of the business of the smcc. Only willful misconduct is not indemnified.article x general - updated the general business operations. Specified that borrowing (except for normal credit card business) can only be done by vote of the boa.addenda - 1. Laid out a confidentiality policy for boa and staff2. Added conflict of interest policy3. Added a conflict of interest policy disclosure form to be filled out by new boa members and refiled when there are changes for incumbent directors.”

“The 990 is subject to a detailed review by the treasurer. Copies of the 990 are then remitted to the board for review and approval based on the recommendations of the treasurer and the outsourced certified public accountant.”

“The board of directors monitor and enforce the conflict of interest policy annually when appeals are made during the year for the solicitation of donations from the community. Each board member receives a copy of the donor listing which is reviewed for possible conflict of interest issues as well as to identify new donors who are not included in the listing. Annually, the board completes an evaluation of key members of management, in which conflicts of interest are taken into consideration. The finance committee evaluates and approves all disbursements to vendors in which conflict of interest is taken into consideration.”

“The key members of management are evaluated on an annual basis by the governance committee in which compensation recommendations are submitted to the board of directors. The board assess the compensation of key members of management based on performance, current level of funding, and using other local non-profit organizations as a bench mark for determining appropriate levels of compensation.”

“All documents and policies are available upon request.”

“No documents available to the public.”