Copyright Alliance

“Previously, an appointing or non-appointing member could appoint a current or former employee or a current consultant to be a board member. Under the new bylaws, the appointee must be a current employee or current consultant and cannot be a former employee or consultant. Under the new bylaws, an appointed director cannot serve on the board if they represent the same organization as another board member. Under the new bylaws, if an at-large board member ceases to be associated with the non-appointing member that nominated them, they are automatically removed from the board without the need to resign or hold a vote. Previously a vacancy of an at-large board member would be filed by the board for the remainder of the term. Under the new bylaws, the vacancy would be filed by a vote of the full membership for the remainder of the term.”

“The corporation has four membership classes: full members (both appointing and nonappointing) associate members individual members and organizational members. Only the appointing and nonappointing members have the rights allowed to a member within the definition of the dc code. All other classes of membership will have only those rights and obligations set forth in the bylaws. Membership is nontransferable.”

“Appointing members may annually appoint one director to serve on the board of directors. Nonappointing members may nominate candidates for atlarge director positions, and may vote on the nominated candidates for atlarge director positions, but may not directly appoint a director to the board.”

“A copy of the form 990 is provided to each member of the board for his/her approval. The board then discusses any potential issues or changes. Once approved by the board, the form 990 is filed with the irs.”

“The organization's conflict of interest policy covers all members of the board. Members are required to immediately notify the board if they become aware of a conflict between themselves and any person/entity doing business with the organization. When such conflicts arise, the conflicted board member recuses himself from participating in the board's deliberations and decision in the transaction.”

“Independent members of the board deliberate and fully vet the compensation of the ceo, officers and key employees using industry comparable data to determine the appropriate market salary for his/her services.”

“Upon request, the copyright alliance makes available for public inspection forms required in accordance with section 6104.”