P33

“Committees of the governing body the board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees each of which shall consist of two or more directors, which committees, to the extent provided in such resolution, shall have and exercise the authority of the board of directors in the management of the corporation. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, or any responsibility imposed by law.”

“There were no committees with the authority to act on behalf of the governing body during the year.”

“The form 990 was prepared by a national public accounting firm in conjunction with management and staff of the organization. A draft was then provided to management. Management and the treasurer reviewed a draft version of the form 990. Subsequent to their review, club management and the treasurer, along with the commercial club's vp, finance & admin discussed the draft versions with the tax preparers including any questions or necessary revisions. Based on feedback from that meeting, the form 990 was revised as necessary. The board of directors received a copy of the form 990 prior to filing with the irs.”

“No director or member of any committee shall derive any personal profit or gain, directly or indirectly, by reason of his or her membership on the board of directors or a committee. If a director or committee member is directly or indirectly a party to any transaction considered by the board of directors or a committee, the director or committee member shall disclose the material facts of the transaction and the director's interest or relationship prior to the approval or ratification of the transaction by the board of directors or committee, and shall not vote on the approval or ratification of the transaction. Transactions that involve a board member or officer are assessed to determine if a conflict of interest exists. The decisions regarding if a conflict exists is determined by the governing committees of the organization. If a conflict is identified (none identified to date), the member that it relates to is asked to abstain from the conversation and any related decisions made. Although the organization's conflict of interest policy does not require an annual completion of a conflict of interest statement, each officer, director, and key employee is required to disclose on a contemporaneous basis when a conflict arises.”

“P33 uses the following to establish compensation for all employees: a compensation committee, an independent compensation consultant, form 990 of other organizations, compensation surveys, and approval by the board and compensation committee. Compensation is contemporaneously documented by the compensation committee.”

“P33 provides documents to the public upon request.”

“The process has not changed from the prior year.”