Sun Street Centers

“The board of directors may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create one or more committees, each consisting of two (2) or more directors to serve at the pleasure of the board. Appointments to such committees shall be by a majority vote of the directors then in office. The board of directors may appoint one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except that no committee may: a) take any final action on any matter that, under the california nonprofit public benefit corporation law, also requires the approval of the members or approval of a majority of all members: (b) fill vacancies on the board or any committee of the board; (c) board members are volunteers and are not compensated for their services; (d) amend or repeal bylaws or adopt new bylaws; (e) amend or repeal any resolution of the board that by its express terms is not so amendable or repeatable; (f) create any other committees of the board or appoint the members of committees of the board; (g) expend corporate funds to support a nominee for director if more people have been nominated for director than can be elected; and (h) approve any contract or transaction to which corporation is a party and in which one or more of its directors has a material financial interest, except as special approval is provided for in corporations code section 5233(d)(3).”

“The federal form 990 is reviewed by the board of directors finance committee and then presented to the board of directors president for review and signature.”

“Each director, principal officer and member of committee with board delegated powers shall anually sign a statement which affirms that they have received a copy of the conflicts of interest policy, has read and understands the policy and has agreed to comply with the policy. The board reviews all statements and requires that any board member not take part in any discussion or vote if a conflict of interest exists”

“The board provides a formal written performance review in conjunction with compensation review. The board provides an annual written statement of total compensatio, which is compared to market data. An authorized board committee comprised of independent, unrelated board members perform the review.”

“Sun street centers requires formal written requests for review of the articles of incorporation, bylaws, governing documents, policies and financial statements. Sun street centers' board will review each request at the regularly held meeting and determine the validity of each request on a case by case basis.”