Kentucky Bankers Association

“The president and ceo review and set the compensation of the officers using comparability data obtained from the aba's state association salary survey.”

“The Board of Directors, by resolution adopted by a majority of the directors in office, may, at the pre-convention meeting of the Board of Directors, designate and appoint an executive committee which shall consist of two or more directors, which committee, to the extent provided in such resolution, shall have and exercise all the authority of the Board of Directors, except that such committee shall not have the authority of the Board of Directors in reference to amending, altering or repealing the bylaws; electing, appointing, or removing any member of any such committee or any director or officer of the Association; amending the articles of incorporation, restating articles of incorporation, adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Association; authorizing the voluntary dissolution of the Association or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Association; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him by law.”

“Kentucky Bankers Association is organized as a trade association with members.”

“The board of directors is elected from the membership, including all members of the executive committee.”

“Any changes in the Charter of the association must be ratified by the membership at the association's annual meeting.”

“The organization's Form 990 is reviewed in detail by management. A copy of the organization's final Form 990 (including supplemental schedules), as ultimately filed with the IRS, was then provided to each voting member of the KBA's Executive Committee prior to its filing with the IRS.”

“The KBA's Conflict of Interest Policy covers the officers and directors of the Association. Officers and directors are surveyed annually to disclose any conflict of interest they may have with the Association. Any and all conflicts are monitored by the Chairman. If a conflict is identified in a transaction in which an individual covered by the policy may benefit, the person is asked to refrain from deliberations and decisions regarding the transaction.”

“The Association's Executive Compensation Committee reviews the CEO's compensation as compared to other State Banking Association CEO's, as well as evaluates performance from an industry and association perspective. All documentation obtained through the review process is documented in the CEO's personnel file. Compensation reviews took place in May 2021.”

“Financial Statements, Governing Documents, and conflict of interest policies are not required disclosures pursuant to IRC Section 6104. These documents are not available to the public at this time.”

“The prior period adjustment relates to a settlement paid under a consent order to the Kentucky Bankers Association Health and Welfare Benefit Program incurred during the period 2011 to 2017.”

“EQUITY IN UNDISTRIBUTED EARNINGS OF SUBSIDIARIES - 151991; Prior Period Adjustment - -312364; Investment in KenBanc Reinsurance - 745639;”