Camp Fire Central Oregon

“Cfco's articles of incorporation were updated in 2015, significant changes consisted of the following: 1) provision added to expressly state cfco will have no members. 2) the required minimum number of board members was reduced from 10 to 5 and there is no longer a limit to the maximum number of board members. 3) amendments to the articles now require written approval by camp fire national headquarters. 4) specific language outlining indemnification was added. Cfco's bylaws were updated in 2015, significant changes consisted of the following: 1) expressly stating there are no voting members. Cfco still has members in the same categories, but none of those members have any voting rights. The only individuals with voting rights are board members and officers of cfco. 2) removal of "first vice president and "second vice president" as required officers; the board still has the option to have these and other officers as they deem necessary and appropriate. The only required officers are: president, secretary and treasurer. 3) all officer's elected term was increased to 3 years from 1 year. 4) all officer's maximum consecutive terms was increased from no more than 3 consecutive terms (3 years) to no more than 2 consecutive terms (6 years). 5) the specific required duties of the secretary and treasurer were increased and clarified. The ultimate purpose of each position is substantially the same. A full listing of the updated duties, can be received by requesting a copy of cfco's current bylaws. 6) the process of nominating board members and filling vacancies was changed, a nominating committee is no longer primarily responsible for presenting nominees; instead the board of directors itself will nominate individuals for open board and officer positions. Cfco will still create a nominating committee, but the process is now the responsibility of the entire board. 7) the definition of quorum was changed from one-third of all board members to a majority of all board members. 8) the board composition was updated to remove the chairman of the nominating committee, leader representative and no longer requires 2 youth members. The required composition of the board is now the officers of cfco, at minimum 1 current camp fire youth member between the ages of 15-19, and other elected or appointed directors. 9) the term of adult non-officer board members was increased from 2 years to 3 years. 10) the maximum consecutive term limits of adult non-officer board members was decreased from 5 terms (10 years) to 2 terms (6 years). 11) the maximum consecutive term limits of youth board members was increased from 2 terms (2 years) to 3 terms (3 years). 12) requirement that board members participate in one standing committee and board-sponsored fundraisers has been removed. 13) all provisions related to the leader's association have been removed. 14) amendments to the bylaws now require written approval by camp fire national headquarters. 15) provision for dissolution was updated from requiring a majority of the voting members, to now requiring a two-thirds vote of the voting members at a meeting in which a quorum is present. It is also now requires that the dissolution plan be submitted to camp fire national headquarters for approval prior to voting on the dissolution. 16) the article which expressly outlines what will be reported to the secretary of state has been removed. Cfco will follow all rules and regulation for annual filing requirements, the provision in the bylaws was not considered necessary.”

“It is required that camp fire national headquarters be notified and that they provide written permission in order for any of the following actions to take place: 1. Any change in jurisdiction 2. Any changes in the articles of incorporation 3. Any changes in the bylaws”

“The form 990 is prepared by an independent accounting firm, then a draft is provided to the executive director and all board members for their review. Prior to filing with the irs all comments and questions are addressed and all voting board members are provided a copy of the return as it will be filed.”

“The conflict of interest policy exists as part of the formal code of ethics and applies to all employees, volunteers and board members. To ensure that no conflicts of interest or the appearance of such occur, these individuals are required to sign the code of ethics annually. Newly elected board members will sign immediately upon election. The statement requires that these individuals declare any potential conflicts and recuse themselves from all votes and/or affected activities related to the conflict. If a potential conflict arises it is reported to the board president or executive director, then it is the responsibility of the entire board, excluding anyone in potential conflict, to determine whether the potential conflict is an actual conflict.”

“The executive director's compensation was discussed, analyzed and approved by the board of directors. The review included the use of comparability data. The deliberation and final decision were timely documented in the board minutes. This process last took place in 2016. Form 990, part vi, section b, line 15b: the executive director is responsible for determining all payroll details for all other compensated employees of the organization.”

“The conflict of interest policy, governing documents and financial statements are made available upon request.”

“No change from the prior year.”