Young Mens Christian Association

“Bylaws were modified to require unanimous written consent for action without a meeting when board decisions are submitted electronically.”

“Form 990 is reviewed by management prior to filing. A public disclosure copy of the form 990 is provided to the audit committee for comment and review as well.”

“Each significant person annually signs the statement and affirms the person has received a copy of the conflict of interest policy, the person has read and understands the policy, the person agrees to comply with the policy, and the person understands the y is a charitable organization and, in order to maintain its federal tax exemption, it must continuously engage primarily in activities that accomplish one or more of its tax-exempt purposes. A significant person must disclose the existence of any interest and be given the opportunity to disclose all material facts to the persons the board has designated to consider the proposed contract, transaction or arrangement. Such information must be provided so that decisions are made with full knowledge and understanding of the significant person's interest. If any significant person becomes aware of anything that could give rise to a potential conflict of interest with respect to a proposed contract, transaction or arrangement involving the ymca, the significant person will promptly disclose that interest to the board or its designee. The board [or committee] will determine by a majority vote of disinterested directors whether the disclosed interest may result in a conflict of interest after meeting, discussing and voting on the matter. The board [or committee] will: 1. Review any continuing disclosures that are made during the year; 2. Take such steps as are necessary to identify interests and review any so identified; 3. Make such further investigation as it deems appropriate with regard to interests disclosed or identified; and 4. Determine whether any such interest gives rise to a conflict of interest. The board [or committee] may request additional information concerning the relevant interest from all reasonable sources before reaching a determination. A significant person may make a presentation at the board [or committee] meeting, but after the presentation, he/she will leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. Where a conflict of interest is determined to exist, the ymca will not enter into the proposed contract, transaction or arrangement unless the board [or committee thereof] has complied with the following: 1. The chairperson of the board [or committee] will, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed contract, transaction or arrangement. 2. After exercising due diligence, the board [or committee] will determine whether the ymca can, with reasonable efforts, get a more advantageous contract, transaction or arrangement from a person or entity without a conflict of interest. 3. If a more advantageous transaction or arrangement is not reasonably possible, the board [or committee] will determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the y's "best interest," for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, the board will make its decision as to whether to enter into the contract, transaction or arrangement. The process is documented in the minutes of the board.”

“The compensation committee of the board of directors provides an independent salary survey for executive management positions based on ranges for comparably sized ys on the west coast. The ceo also provides the committee with recommendations for incentive payments for executive management, excluding her own. The committee meets annually to review ranges and recommendations and determines the ceo's base pay and incentive award.”

“Documents are available upon request to the chief executive officer or the chief volunteer officer (chairman) of the board of directors.”