Keystone Center

“Summary of significant changes to bylaws as approved by the keystone center board of trustees june 2014 article iii/section 10 - action without meeting any action of the board of trustees may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by one- third of the trustees entitled to vote with respect to such action. Such consent may be executed in counterparts and electronically, and shall be effective as of the date of the last signature constituting a vote of a majority of trustees thereon. The previous version required the action be signed by all of the trustees. Article iv /section 1 - executive committee the executive committee shall be appointed by the board at its annual meeting and shall consist of (a) the chair or co-chairs of the board of trustees; (b) the president of the center; (c) the chair or each co-chair of each standing committee of the board; and (d) up to three at-large members. Previous versions specified the committees as finance, nominating and governance, and development committees. Article iv/section 2 - committees. There shall be standing committees as follows: programs committee; nominating committee; finance and audit committee; development and strategic partnerships committee. Removed public policy committee and center for education committee. Article vii/section 4 -- conflicts of interest added the following to the end of the conflict of interest section "the provisions of the colorado nonprofit corporation code concerning conflicting interest transactions, as amended, shall govern conflicts of interest within the center."”

“The form 990 is provided to the board of trustees, the audit committee chair, chief executive office, and vp of business and administration for review prior to filing.”

“If any person who is a trustee or officer of the center is aware that the center is about to enter into any business transaction directly or indirectly with such person, any member of such person's family, or any entity in which such person has any legal, equitable or fiduciary interest or position, including without limitation as a director, officer, shareholder, partner, beneficiary or trustee, such person shall: (a) immediately inform the board of trustees with approving the transaction on behalf of the center of such person's interest or position; (b) aid the persons charged with making the decision by disclosing any material facts within such person's knowledge that bear on the advisability of such transaction from the standpoint of the center; (c) be counted, if present, to establish a quorum but not be entitled to vote on the decision to enter into such transaction.”

“The organization determines the compensation paid to its top management official based on comparability data found in the guidestar nonprofit compensation report and review and approval by the board of trustees. Feedback from the staff is also used. Compensation was last reviewed in calendar year 2014.”

“North carolina, ohio, pennsylvania, tennessee, virginia, washington, wisconsin, illinois, missouri, south carolina, dist of columbia”

“UPON REQUEST.”