Cosmos Club

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

“Officers are elected by the membership annually to serve one-year terms. Members of the board of management are elected by the membership at the annual meeting for staggered or classified three-year terms, where one third of the board is elected each year.”

“Under the bylaws of the club, any change in the bylaws, any 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 any proposed dues increase that does not exceed 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 drafted and initially prepared by the club's independent external tax preparation firm on the basis of financial information from the audited financial statements and other information provided by the general manager, the controller, and the club's financial staff. The completed draft form 990 was reviewed by the general manager, controller, treasurer, and a committee of three members of the board of management appointed by the board of management. Issues requiring further review or revision were identified and transmitted to the club's external tax preparation firm. The final version of the form 990 was then completed by the club's external tax preparation firm and provided to the board of management prior to filing. The general manager, the controller, and the financial staff are responsible for ensuring that, to the best of their knowledge and abilities, all information in the form 990 is complete and accurate.”

“On an annual basis, the officers, members of the board of management, chairs and members of all financially-related committees reporting to the board, the general manager, controller, and managerial staff are each in their individual capacities required to attest in writing that they will abide by the club's conflict of interest policy. In addition, all employees receive and are required to read and acknowledge in writing that they have received and read the club's employee handbook that contains the club's conflict of interest policy. The general manager discusses with club managers and employees the club's conflict of interest policy quarterly at staff meetings. Should a potential conflict arise, every involved or affected officer, member of the board, chair or member of a committee, manager, 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 compensation committee includes three of the club's four officers (president, vice president, and treasurer) and the chair of the club's house committee, advised as required by the legal advisor. The compensation committee maintains confidential contemporaneous records of its deliberation and decisions and uses key performance indicators, comparability data, objective measures performance evaluation, and external advisory opinions when setting the salary for the general manager. The salary and benefits of the general manager are a matter of record, while the evaluations of the general manager are confidential only to the extent required by law and best practices in corporate governance and human resources policy, reported to and overseen by the board of management.”

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

“The club's general manager is not an officer of the club under its bylaws or under applicable governing 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.”

“The club has an established audit committee comprised of members appointed by the board of management but who are not themselves members of the board. The treasurer, who is a fiduciary officer of the club and a member of the board, serves ex-officio as a non-voting member of the audit committee. The board of management requires all members of the audit committee to be currently professionally qualified to review and judge the work and performance of the independent external auditors. The audit committee reviews candidates and recommends the selection of the external auditors to the board of management, oversees the audit process, and recommends acceptance of the external auditor's report to the board of management.”

“The estimated total number of volunteers includes those club members serving as members of the board of management, as club officers, and as members of governing and program-related committees. Members of the board of management and club officers are fiduciaries of the organization. Members of committees are appointed by the board of management on an annual basis and are responsible to the governing board. All officers, members of the board, and club members serving on the committees are volunteers who must be members of the club, and they receive no compensation.”