Cosmos Club

“The cosmos club is a private social club open to individuals of distinction, character and sociability who have done meritorious original work in science, literature or the arts; or who are well known to be cultivated in some field thereof; or who are recognized as distinguished in a learned profession or in public service. An individual who meets these requirements may be eligible for consideration for membership.”

“Officers are elected annually by the membership at the annual meeting. Members of the board of management are elected for staggered three-year terms by the membership at the annual meeting.”

“Under the bylaws of the club, any change in the bylaws, a proposed dues increase greater than five percent, an assessment, or the sale or mortgage of any real property of the club must be approved by a two-thirds vote of the membership at an annual or special meeting. Also a proposed dues increase not exceeding five percent may be disapproved by a vote of sixty percent of those members voting at the annual meeting following the announcement of such an increase.”

“Form 990 for the current fiscal year was prepared initially by the club's external tax preparer on the basis of financial information from the audited financial statements and other information provided by the general manager and the club's financial staff. The draft form 990 was reviewed by the general manager, controller and by a committee of members of the board of management appointed by the board of management. Items needing further review or revision were identified and transmitted to the club's external tax preparer. The final version of the form 990 was then completed by the club's tax preparer and provided to the board of management prior to filing. The general manager and the financial staff are responsible for ensuring that, to the best of their knowledge, all information in the form 990 is complete and accurate.”

“Each year the officers, members of the board and managerial staff are required to attest in writing that they will abide by the club's conflict of interest policy. In addition, all employees receive, and acknowledge in writing that they have received, the club's employee handbook that contains the club's conflict of interest policy. Further, the general manager discusses the club's conflict of interest policy quarterly at staff meetings. Should a potential conflict arise, every officer, member of the board or employee is expected to recuse himself or herself with respect to that matter.”

“A committee appointed by the board, and chaired by the vice president reviews and recommends approval by the board of management of the compensation arrangements for the club's general manager. The committee maintains contemporaneous records of its deliberation and decisions and uses comparability data when setting the salary for the general manager.”

“The club makes all governing documents, its conflict of interest policy and financial statements available to the public upon request.”

“The club's election cycle for officers and board members does not correspond to its fiscal year. Officers are elected annually at the annual meeting of the members in may. Three board members are elected at the annual meeting, each to serve three years. These circumstances, together with the instructions for form 990 defining "current" officers and board members to include all those who served at any time during the fiscal year, results in more names being listed in the compensation table than the numbers shown in part vi.”

“The club's general manager is not an officer of the club under its bylaws or under applicable govening law. However, in light of the instructions, he is so listed on form 990 because of his broad delegated authority to manage the business aspects of the club under the guidance of the president and the board of management.”

“Estimated total number of members serving as volunteers on the board of management, as officers and as members of committees.”

“Change in fair market value of interest rate swap 1,723. Nontaxable dividends 5,017.”

“The club has an audit committee composed of members appointed by the board of management but who are not themselves members of the board. The treasurer, who is a member of the board, is an ex-officio but non-voting member of the audit committee. The audit commitee recommends the selection of the external auditors to the board of management, oversees the audit process, and recommends acceptance of the audit report to the board of management.”