Sacramento Area Commerce and Trade Organization

“This corporation shall have one class of membership, which shall consist of any individual, business, trade association, or public sector entity which supports the purposes of the corporation and makes a monetary contribution to the corporation in such sum or sums and upon such date or dates as may be fixed by the board of directors.”

“The nominating committee shall nominate the officers of the corporation to be elected annually by the board of directors. Additinal nominations may be made by directors, provided the person being nominated shall have agreed to serve. The officers of the corporation shall be chosed annually by the board of directors, shall take office upon election at the annual organizational meeting held in the month of july in each year and shall serve at the pleasure of the board, subject to the rights, if any, of an officer under contract of employment.”

“Each member in good standing shall be entitled to one vote. Such members shall be entitled to vote on the election of directors, the disposition of all or substantially all of the assets of the corporation, any merger and its principal terms and any amandment of those terms, any election to dissolve the corporation, on an amendment to the articles of incorporation, except as otherwise specified in the california nonprofit mutual benefit corporations code.”

“The 990 will be reviewed by the audit committee and an ad hoc committee comprised of sacto's ceo/president, sacto's treasurer/cfo and chair of the finance committee, past chair of the board of directors and the director of finance and operations.”

“Members of its board of directors shall perform their duties as directors in good gaith in a manner each such respective director believes to be in the best interest of the corporation and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. However, to eliminate or minimize the effect of any conflict of interest, if any director or close relative (spouse, anchestor, or lineal decendent) of such director has any financial interest in a matter before the board, such director shall report such interest to the board prior to board action thereon either in writing or before the board so as to be set forth in the minutes. Furthermore, such director shall refrain from voting altogether on such matter. Members of the corporation and/or directors may engage either as individuals or as partners, employees, or agents of others in business activities of the type conducted by the corporation.”

“The ceo/president's contract is negotiated every year by the chair and chair-elect of sacto's board of directors. Once the contract is drafted, it is reviewed by the executive committee in a closed session, and a recommendation is made to approve/amend. Once the contract is agreed upon, it is enacted at the beginning of the fiscal year.”

“Sacto makes available monthly statements of financial position, conflict of interest and any other governing documents to the public, as requested, at its office. Sacto staff will monitor the review to ensure the documents do not leave the premises.”

“Net assets merged with gsaec. -421,987.”