Kentucky Chamber of Commerce Inc

“Powers of the Executive Committee - A majority of the Executive Committee shall, between meetings of the Board of Directors, have power to exercise all of the authority possessed by the Board of Directors. It shall be the duty of the Chair at each meeting of the Board of Directors to report all actions taken by the Executive Committee subsequent to the next meeting of the Directors. Any action taken by the Executive Committee may be rescinded or set aside by the Board of Directors, subject, however, to any rights that may have been acquired by others pursuant to, or in reliance upon the action of the Executive Committee. The Board of Directors may, at any time, limit or restrict the powers of the Executive Committee.”

“The chamber is organized as an association with members.”

“A copy of the organizations final form 990 (including supplemental schedules), as ultimately filed with the IRS, was provided to each voting member of the Chamber's governing body electronically prior to December 20, 2017. A hard copy of the Form 990 (including supplemental schedules) was then presented during the full board meeting on December 20, 2017, prior to its filing with the IRS.”

“The Kentucky Chamber annually surveys its board of directors and other key persons to determine potential conflicts of interest. A questionnaire is distributed annually that includes a list of key persons and a detailed description of what might constitute a conflict of interest with the organization. The response to the questionnaires are reviewed by the board of directors. On matters where the conflict applies, the board member holding the conflict will be prevented from deliberating and voting on decisions of the transaction or arrangement.”

“The ceo's performance and compensation are reviewed at least once each year by the performance review and compensation committee (established in the chamber's bylaws) using comparable chamber of commerce and state chamber association executive compensation data. The performance review and compensation committee reports its review process to the executive committee. The reports are included in the executive committee minutes which are distributed to the full board of directors at the regular meeting. The ceo's salary was last reviewed in october 2017.”

“The organization's other officers or key employees performance and compensation are reviewed at least once each year by the ceo using comparable chamber of commerce and state chamber association executive compensation data. The cfo annually reports all salaries to the treasurer. The ceo reports to the compensation committee on his/her process for review of other executive salaries. The committee reports its review process to the executive committee. The reports are included in the executive committee minutes which are distributed to the full board of directors at the regular meeting. Executive salaries were last reviewed in october 2017.”

“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.”