East Carolina Council Bsa

“The executive board shall be the governing body of the corporation and shall manage its affairs. The executive board shall be the local reviewing authority with respect to matters within the scouting movement which arise in the territory of the corporation. There shall be an executive committee consisting of the persons and having the powers specified below. The executive committee shall be composed of thosee persons who are the officers of the corporation, including the scout executive (who shall have no vote), and may include others appointed by the president. The executive committee of the executive board shall have and may exercise all the necessary powers of the executive board in the management of the corporation during the intervals between the meetings of the executive board, but in no event shall the executive committee act contrary to action theretofore taken by the executive board. Minutes shall be kept of all executive committee action and reported at the ensuing meeting of the executive board for its approval. Meetings of the executive committee may be called at any time by the president and shall be called by the president within 30 days upon the request of three or more members of the executive committee. It shall be the general practice of the executive committee to meet in those months in which the exectutive board does not meet. All meetings of the executive committee shall be held on at least 3 days written notice by fax or electronic mail. A majority of the voting members of the executive committe shall constitute a quorum.”

“Active members may elect the members of the governing body and approve significant decistions of the governing body.”

“Active members may elect members at large, regular members of the executive board, and officers of the corporation other than the scout executive.”

“Active members may vote at the annual meeting to receive and approve financial statements showing the financial position of the corporation as of the close of its most recent complete fiscal year and the results of operations during such year, and transct such other business as may come before the meeting. Active members may vote in other regular meetings and special meetings including proposals to merge and consolidate.”

“The scout executive reviews form 990 prepared by auditor before submission.”

“At least once a year, the council distributes a conflict of interest certification and disclosure form to its officers, directors and professional employees. The covered persons are required to complete and sign the certification and disclosure form, which is retained in the council files. The certification and disclosure forms are reviewed no less than annually by the scout executive. Additionally, the council compiles and maintains a list of potentially conflicted entities and individuals, proposed transactions are then matched against the list as a means of identifying possible conflicts. The scout executive is ultimately responsible for maintaining the list and screening for possible conflicts of interest. The council also requests in writing that its major vendors and service providers disclose any relationship - personal, financial or otherwise - that the vendor or service provider has with any of the council's directors, officers, employees or volunteers in order to assist the council in monitoring compliance with its conflict of interest policy. In addition, the council periodically reviews major transactions to ensure any compensation paid continues to be reasonable. If a possible conflict is identifed with respect to a proposed transaction, the council follows procedures set forth in its conflict of interest policy to determine whether an actual conflict exists and the procedures for addressing the conflict of interest. If a covered person fails to disclose an actual or possible conflict of interest, appropriate disciplinary and corrective action is taken including possible termination for a covered employee, and prohibition from participating in the deliberations of the governing body for a board member.”

“Line 15a - compensation process for top official. Each year the council president appoints an independent compensation and benefits committee whose responsibilities are to review the performance of the scout executive and to establish a compensation package for him subject to approval by the executive board. The compensation of the board executive is reviewed and approved using data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations. There is contemporaneous documentation and record keeping with respect to the deliberations and decisions regarding the compensation arrangement. Line 15b - compensation process for officers. Each year the council president appoints an independent compensation and benefits committee whose responsibility is to establish a compensation package for key employees based on performance reviews conducted by the scout executive using data as to comparable compensation for similarly situated organizations. There is contemporaneous documentation and record keeping with respect to the deliberations and decisions regarding the compensation arrangement.”

“If the governing documents (articles of incorporation, bylaws, and constitution) and policies of the council are subject to the federal public disclosure rules (or state public disclosure rules), these documents will be made publically available as applicable law may require. Otherwise, the governing documents and policies will be provided to the public at the discretion of management. The following documents are available for public inspectiion at the council's service center located at 313 boy scout boulevard, kinston, nc 28501. All documents are required by federal, state, and local law, including but not limited to the irs form 990 and if applicable, the irs 990t; annual report; audited financial statements; minutes of the executive board meetings.”