Common Cause

“The Executive Committee shall have and exercise the authority of the National Governing Board in the management of Common Cause between meetings of the National Governing Board, except that the Executive Committee shall not have the authority to elect officers, to fill vacant Board or Executive Committee positions, to cause the termination of a sitting Board member, to cause the termination of the President, to amend the Corporation's Articles of Incorporation or Bylaws, to adopt an agreement of merger or consolidation, to dispose of all or substantially all of Common Cause's assets or to dissolve the corporation.”

“The by-laws were changed to eliminate term limits for directors. Directors serve three-year terms and must be reelected after each three-year term.”

“Common cause has only one class of membership, consisting of those individual members of the public who choose to join common cause and make a monetary contribution. Such members have no voting rights within the organization.”

“The chief financial officer provides the form 990 to the audit committee for review. Once that committee has approved the document, it is sent to the full board for review. The board members have two (2) days to respond with any comments they might have before the document is filed.”

“Procedure for monitoring and enforcing compliance with the conflict of interest policy: board -- whenever a director, officer, or committee member becomes aware of a potential conflict of interest, whether financial or otherwise, he or she shall make the situation known to the board or governance committee (as the case might be) and provide all facts material to understanding the nature and scope of the conflict, including whether the interested person believes his or her ability to make an independent decision based solely on the best interest of the corporation has been compromised. If the interested person involved does not make this disclosure, another director or committee member with knowledge of the potential conflict should draw it to the body's attention. The interested person with the potential conflict must retire from the meeting and not participate in final discussion and voting on the existence of the conflict. If a conflict is found to exist, the interested person may be invited to provide any relevant information that could be of use to the board in making its decision, but shall again retire and not participate in the final discussion and voting regarding the transaction. The board or committee's decision shall be based on consideration of whether the transaction: a) is in the organization's best interest and for its own benefit; b) is fair and reasonable to the organization; and c) is the most advantageous transaction or arrangement the organization can obtain with reasonable effort under the circumstances. Staff -- whenever a staff member becomes aware of a potential conflict of interest in an area where he or she exercises any discretion in carrying out his or her duties for common cause, he or she shall promptly disclose the potential conflict to an immediate supervisor or to the president. If the president has a potential conflict, he or she shall disclose it to the board or an executive committee. The person or body to whom disclosure is made (hereinafter "supervisor") shall determine whether there is a conflict that requires recusal of the interested person. When a conflict is found to exist, the interested person shall provide the supervisor with all information he or she has relevant to any decision to be made in which he or she has an interest, and the final decision shall be made by the supervisor.”

“CHIEF EXECUTIVE OFFICER: THE EXECUTIVE COMMITTEE OF THE NATIONAL GOVERNING BOARD CONDUCTS A 360 DEGREE REVIEW OF THE CEO PRIOR TO DETERMINING THE ANNUAL COMPENSATION. THE COMMITTEE INTERVIEWS THE SENIOR STAFF, REVIEWs A COMPARABILITY STUDY, AND THEN CONFERS AS A COMMITTEE. THE COMMITTEE BRINGS ITS RECOMMENDATION TO THE FULL BOARD AT THE LAST BOARD MEETING OF THE YEAR. MINUTES ARE TAKEN OF THE SALARY DELIBERATIONS. OTHER OFFICERS OR KEY EMPLOYEES: THE EXECUTIVE COMMITTEE CONDUCTS A REVIEW OF THE CFO, REVIEWS A COMPARABILITY STUDY, AND THEN CONFERS AS A COMMITTEE. THE COMMITTEE BRINGS ITS RECOMMENDATION TO THE FULL BOARD AT THE LAST BOARD MEETING OF THE YEAR. MINUTES ARE TAKEN OF THE SALARY DELIBERATIONS. THE COMMITTEE DOES NOT REVIEW COMPENSATION OF KEY EMPLOYEES; THAT IS PERFORMED BY MANAGEMENT.”

“Common cause seeks to be faithful to its mission by being open and accountable to our members and supporters. We will make our governance documents, conflict of interest policy, and financial statements available for public inspection upon request. Our financial statements are also part of our annual report which is available on our website.”

“There was no change in the review and selection process during the year.”