Cimarron Council Inc Boy Scouts of America

“The corporate membership of the corporation shall be composed of active members and may also include associate members and honorary members; the corporate membership shall be known and designated collectively as the cimarron council, inc., boy scouts of america. All active, associate, and honorary members must meet the membership qualifications established by article vi of the corporation's articles of incorporation. The corporation also may enroll friends of scouting pursuant to clause 3 of this section. Friends of scouting shall not be part of the corporate membership of the corporation unless elected as associate members pursuant to clause 2. All active, honorary, and associate members of the local council shall be entitled to attend any meeting of the local council. The local council may invite other persons to attend local council meetings but such persons shall have no vote. Each active member of the local council present at a local council meeting shall be entitled to one vote and voting by proxy shall not be permitted. Nominations for elective offices shall only be made by the nominating committee, and nominations from the floor shall not be permitted. Except in the case of elections where voting shall be by ballot, voting at a meeting of the local council may be by ballot, voice, or show of hands as the chairman of the meeting may rule unless otherwise determined by the members entitled to vote. Unless otherwise required by law, the articles of incorporation or these bylaws, any question presented to a meeting of the local council at which a quorum is present shall be determined by a majority of those actually voting.”

“There shall be an executive committee consisting of the persons and having the powers specified in section 2 of this article. In addition, subject to the provisions of section 3 of this article, the executive board shall have committees, each of which shall have such powers and responsibilities as may be fixed by resolution of the executive board in accordance with guidelines and procedures from time to time recommended by the boy scouts of america. The committees of the executive board shall be appointed from members of the local council or from persons satisfying the qualifications set forth in article iii, sections 1 and 2, annually by the president with the advice and approval of the executive board, at the regular meeting of the executive board next following the annual meeting of the local council. In the event a person, other than the chairman of a committee in the district, who is not a member of the local council is appointed to such a committee, that person may be elected as a member at large of the local council. As provided in section 2 of article iv of these bylaws, the chairmen of the committees shall, by reason of their positions as such, be members of the executive board. All actions of the committees shall be subject to the approval of the executive board.”

“The officers of the corporation shall be a president, up to 10 vice- presidents (currently including advancement, endowment, finance, marketing, membership, outdoor program,properties, summer program, and training), a treasurer, and a council commissioner. The officers shall be elected from the active membership of the local council at the annual meeting of the local council, shall take office immediately following such meeting, and shall hold office until the conclusion of the next succeeding annual meeting of the local council and until their successors are elected and qualify.vacancies in these offices occurring between annual meetings of the local council may be filled by the executive board. The scout executive shall be appointed by and shall serve at the pleasure of the executive board.the local council may, upon the nomination of the executive board, create honorary offices and elect persons to fill the offices so created. Honorary officers shall have no duties or vote.”

“Tax form 990 prepared by independent cpa firm and provided to audit committee and full council for approval prior to filing.”

“It is imperative that employees of the council conduct themselves with a degree of honesty and integrity which is beyond reproach or even suspicion. While it is not possible to anticipate every situation and prescribe a precise rule for each, it is possible to set forth certain basic, general principles to be observed by employees at all times. The essence of this policy is that employees shall always deal with others doing, or seeking to do, business with the council in a manner that excludes all consideration of personal advantage. Accordingly, every employee of the council is subject to the following policy: interest in any other business organizations employees of the council or members of their immediate families shall not have any interest, direct or indirect, in any other business which in any degree conflicts with the employee's primary obligations to the council. In this regard, employees or members of their immediate families should not possess a significant financial interest in, or receive remuneration from, any business that does, or seeks to do, business with the council. In addition, employees should not i conduct business on behalf of the council with members of their immediate family, or an association which could be construed as significant in terms of potential conflict of interest. Employees or members of their immediate family should not do business with other employees of the council on the basis of their mutual association with the council. Transactions between the council and "disqualified persons" no employee who is a "disqualified person" with respect to the council under section 4958 of the internal revenue code may enter into any transaction with the council,if such transaction would constitute an "excess benefits transaction" under the aforementioned internal revenue code section. Gifts, favors, entertainment, and payments to employees employees shall not seek or accept any gifts, payments, fees, services, valuable privileges, vacations or pleasure trips, loans (other than conventional loans from lending institutions), or i other favors from any person or business organization that does, or seeks to do, business with the council. No employee shall accept anything of value in exchange for referral of parties to any person or business organization that does, or seeks to do, business with the council. In the application of this policy: employees may accept common courtesies of nominal value usually associated with accepted business practices for themselves and members of their families. B. An especially strict standard is expected with respect to gifts, services, or consideration of any kind from suppliers. Entertainment at the expense of suppliers beyond that contemplated by (a) above should not be accepted under any circumstances. C. It is never permissible to accept a gift in cash or cash equivalent of any amount. D. This policy does not preclude the acceptance of gifts that will benefit the council rather than an individual employee. E. This policy does not preclude the acceptance of courtesies extended to employees of the council in their official capacities, such as gratis hotel rooms for business use (but not personal use) in connection with meetings. F. This policy will be communicated to persons and organizations doing, or seeking to do, business with the council. Gifts, favors, entertainment, and payments by the council gifts, favors, and entertainment may be given to others at the expense of the council only if they meet all of the following criteria: a. They are consistent with accepted business practices. B. They are of sufficiently limited value, and in a form that will not be construed as improper. C. They are not in contravention of applicable laws and generally accepted ethical standards. D. Public disclosure of the facts will not embarrass the bsa and/or the council. Obligation to disclose any employee who believes that his or her personal actions or interests, or the actions of othe”

“Compensation for top management is to be reviewed and approved on by the board.”

“Compensation for top officials are subject to review and approval of board members.”

“Information is provided upon written request.”

“The corporation shall promote, within the territory covered by the charter from time to time granted it by the boy scouts of america and in accordance with the congressional charter, bylaws, and rules and regulations of the boy scouts of america and the local council charter granted by the boy scouts of america, the scouting program of promoting the ability of boys and young men and women to do things for themselves and others, training them in scoutcraft, and teaching them patriotism, courage, self-reliance, and kindred virtues, using the methods which are now in common use by the boy scouts of america. In achieving this purpose,emphasis shall be placed upon the educational program of the boy scouts of america and the oaths, promises, and codes of the scouting program for character development, citizenship training, and mental and physical fitness. The corporation shall fulfill the basic purpose of the scouting movement within its territory, making scouting training available to all boys and young men and women and serving organizations and community groups using the scouting program while maintaining standards and policies, protecting official badges and insignia, and providing adequate leadership and finances.”

“Book / tax depreciation difference 44”