Dallas Citizens Council

“Part vi, section a, line 1a article four of the organizations bylaws provide for an executive committee. The executive committee consists of the corporate officers and the chairs of the issues analysis committee, the communications and membership committees. The committee, to the extent expressly provided for by the board of directors, shall have and may exercise the authority granted by the board of directors, except that they have no authority in amending the articles of incorporation; recommending to the members a voluntary dissolution of the corporation or a revocation thereof; amending, altering, or repealing these bylaws or adopting new bylaws; filling vacancies in or removing members of the board of directors or of any committee; electing or removing officers or committee members; and altering or repealing any resolution of the board of directors.”

“Part vi, section a, line 6 the corporation shall have the following four classes of members: (i) regular members, (ii) associate members, (iii) honorary members, and (iv) honorary life members. The number of regular and associate members shall be limited to 250 in the aggregate and the total number of associate members shall be limited to 20. To be eligible to be a regular member a person shall be either (i) the president, chairman or ceo (or hold a comparable position with) a company, professional organization, or business entity, which transacts a significant amount of business in the dallas metropolitan area (qualified company) as determined by the board of directors or (ii) a second key executive of a qualified company whose chief executive is a regular member. No more than two persons from the same qualified company may be regular members at the same time. To be eligible to be an associate member, a person shall be someone (i) who the board of directors (defined below) recognizes as making a significant contribution to the dallas metropolitan community; (ii) who does not meet the requirements for being a regular member; and (iii) who can be expected to contribute to the corporation's objectives through such person's knowledge, influence, and participation. To be eligible to be an honorary member, a person shall be a past chairman of the corporation who is no longer a regular or associate member. To be eligible to be an honorary life member, a person shall have been an elected official who has made a significant lasting contribution to dallas. In addition, any person who has served as president of the corporation may be considered as an honorary life member.”

“Part vi, section a, lines 7a & 7b election of the board and officers are approved by board of directors at each year's annual board meeting.”

“Part vi, section b, line 11b the form 990 is presented to and reviewed by the board of directors and the president of the organization prior to filing with the irs.”

“Part vi, section b, line 12c dallas citizens council follows a conflict of interest policy. The purpose of this conflict of interest policy is to protect the corporations interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with board of directors delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the board of directors or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members, as the case may be, shall decide if a conflict of interest exists. An interested person may make a presentation at the board of directors or committee meeting, but after the presentation, that person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chair of the board of directors or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board of directors or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board of directors or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.”

“Part vi, section b, lines 15a & 15b the president's compensation is determined by the compensation committee. Staff compensation is recommended by the president and approved by the chairman.”

“Part vi, section c, line 19 the organization makes its governing documents, financial statements and conflict of interest policy available upon request.”