The Bar Association of San Francisco

“The organization has only one class of member (as defined by the form 990 instructions) with the right to participate in the organization's governance: attorney members. Attorney members are attorneys who are admitted to practice before the supreme court of the united states, or before the courts of the united states located in the state of california, or before the court of last resort of any state, territory or possession of the united states or of any foreign country.”

“Each year, the nominating committee (which consists of 12 attorney members) nominates one person for each vacant position on the board of directors. Other nominations for directors may also be made in writing, signed by at least 1% of the attorney members, and filed with the secretary. If there is one nominee for any position on the board, then such nominee will be deemed elected. If there is more than one nominee for any position on the board, an election shall be held by written ballot of the attorney members of the association.”

“New bylaws of the association may be adopted or the current bylaws amended or repealed by the affirmative vote of a majority of the attorney members represented and voting at a duly held meeting at which a quorum is present or via written ballot.”

“The form 990 is prepared by an independent tax preparer in conjunction with the organization's accounting and finance department. A draft form 990 is then reviewed by the cfo, and appropriate updates and revisions are made. Thereafter, the form 990 is reviewed by the executive director and the audit committee of the board of directors prior to filing with the internal revenue service. The form 990 is also made available to board members for review prior to filing with the internal revenue service.”

“Officers, directors, and management personnel with responsibility for authorizing contracts, signing checks, and approving vendor invoices are required to complete annual conflict of interest disclosure forms, and have a continuing obligation to report potential or actual conflicts when they arise. The executive committee of the board of directors is tasked with monitoring compliance with the conflict of interest policy. After disclosure of the financial interest and all material facts in connection therewith to the executive committee, and after any discussion with the conflicted individual, he or she shall leave the executive committee meeting while the members of the executive committee decide if a conflict of interest exists and/or whether the executive committee wishes to seek input from the entire board. If the conflicted individual is a member of the executive committee, such person shall leave the meeting and the matter shall be decided by the remaining members. The recordings of the proceedings are documented in the minutes of the meetings of the executive committee.”

“Compensation for the executive director is determined by the board of directors, who utilize comparable data and compensation surveys when making the decision. Any annual increases are also approved by the board. Each deliberation and decision is contemporaneously substantiated. Compensation for other officers and key employees of the organization is also determined by the board of directors, who utilize comparable data and compensation surveys when making the decision. Any annual increase is approved by the board, unless the percentage is in-line with all other employees in the organization. The deliberation and decision is contemporaneously substantiated.”

“The governing/organizing documents are available to the public on the organization's website. The consolidated audited financial statements are available to members and select others on request. The conflict of interest policy is not made available to the public.”