Boy Scouts of America Council

“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 matter 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 those 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 executive 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 committee shall constitute a quorum.”

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

“Active members may elect 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 as of the close of its most recent complete fiscal year and other such business as may come before the meeting. Active members may also vote in regular and special meetings on matters including but not limited to whether to merge with another council or councils.”

“Prior to filing each year, the council's audit committee performs a thorough review of a preliminary draft of its form 990 where it will recommend changes and/or corrections, if any, to the return preparer. When the changes have been incorporated in the return, the audit committee will recommend that it be presented to the entire board of directors for review. At that time, a complete copy of the council's form 990 and schedules is emailed to each director, where he or she is invited to review the return.”

“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 and treasurer. 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, officer's, employees or volunteers in order to assist the council in monitoring compliance with its conflict of interest policy. In addition, the council periodical reviews major transactions to ensure any compensation paid continues to be reasonable. If a possible conflict is identified 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.”

“Ceo, top management 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 or her subject to approval by the executive board. The compensation of the scout 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 an record keeping with respect to the deliberations and decisions regarding the compensation arrangement. Officers & key employees 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 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.”

“If the governing documents (article 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 publicly 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 inspection at the council's service center located at 702 south coit street, florence, sc 29501 or on the council's website at http://www.peedeescounts.org: all documents as required by federal, state, and local law, including but not limted to the irs form 990 and if applicable, the irs 990 t; annual report; audited financial statements; minutes of the executive board meetings.”

“The council is included in the group exemption filing of the national council, boy scouts of america, and therefore does not file form 1023.”