Trail Life USA Inc.

“The bylaws provide that the board of directors shall have an executive committee. The executive committee includes all officers of the board of directors. The executive committee may exercise full authority of the board on a number of matters but this authority is limited. Significant organizational matters, such as bylaw amendments and election or removal of directors, must be addressed by the full board.”

“The organization's bylaws provide that a director must be a registered adult member in good standing to serve as a director. The amendment clarifies that the board of directors has the ultimate authority and responsibility to determine if a director meets this qualification, as well as, if the director becomes disqualified from serving on the board as a result of failing to meet this qualification.”

“Charter organizations of trail life organize local participants into an entity called a troop.”

“Charter organizations vote on whether or not to elect persons nominated to serve as a director by the board of directors.”

“Members of the organization have the authority to approve some protected amendments to the organization's bylaws.”

“The organization's top management and financial officials review the form 990 prior to its filing with the irs. A copy of the final form 990 is also provided to the voting members of the organization's governing body prior to its filing with the irs.”

“The organization's conflict of interest policy is distributed to each member of the organization's governing body, its officers and its key employees on an annual basis. Each such individual provides an annual disclosure statement indicating that they have received, read, understood and agreed to comply with the policy.”

“The compensation of the organization's ceo is set by an independent committee of the board of directors. In setting compensation, the committee annually reviews and approves compensation levels. The deliberations and decisions of the committee are contemporaneously documented. The committee utilizes comparability data in its deliberations. Updated comparability data is generally obtained every two to three years.”

“The chief financial officer's compensation is set by the ceo.”

“New york, oregon, pennsylvania, rhode island, south carolina, tennessee, virginia, west virginia, wisconsin”

“The organization provides, upon request, copies of its articles of incorporation, bylaws, conflict of interest policy, and its financial statements.”