California Hotel & Lodging Association

“Executive Committee: Comprised of the officers of the association, who are also voting members of the board of directors, is a committee of the board. This committee acts only in the intervals between meetings of the board of directors and has and may exercise all of the powers and authority of the board of directors in the management and direction of the business and affairs of the association, with certain limitations (filling board vacancies, fixing compensation of the board, amending and/or repealing board solutions, appoint committees).”

“The Association has dues paying members (property members, allied vendor members and students).”

“The Association's dues paying members are able to make recommendations for nominations to the nominating committee for review. The nominating committee then reviews all nominations, and makes recommendations to the board of directors. The Association holds a meeting of the members annually at which time an election of officers and directors is held. Each member in good standing has a vote. Actions are carried by majority vote; a quorum is thirty members.”

“The power of the active members is: except as otherwise provided by law, new bylaws may be adopted or these bylaws may be amended or repealed by approval of voting members (as defined in Section 1 or Article X) representing a majority of the voting members required to constitute a quorum at a meeting of members as set forth in Article X of these bylaws, or by the written assent of such members.”

“The Form 990 will be provided to the Executive Committee for review and comment prior to the filing with the IRS and to the Board of Directors for review and comment.”

“During their service, the CH&LA board of directors have access to sensitive business, strategic and proprietary information about CH&LA, and such information is only to be used within the parameters of their activities with the association. The board of directors must meet professional, ethical and legal standards that require them to act objectively, honestly, in good faith, in the best interests and on behalf of CH&LA. Certain outside activities may give rise to concerns or perceptions that the outside activity may (1) bias or influence the individual's decision-making regarding a program, policy or activity under consideration by CH&LA, or (2) create an unfair competitive advantage for any individual person or outside organization (hereafter collectively referred to as "conflict of interest").Therefore, the following policies and procedures with respect to actual and potential conflicts of interest shall apply with respect to CH&LA matters: 1. The board of directors are expected to exercise their best judgement to further and protect the best interests of CH&LA and its constituents; this judgement must be exercised in light of CH&LA's mission, as well as their experiences, perspectives and expertise. 2. The board of directors shall not at any time disclose to others or use for that individual's benefit or the benefit of others, any confidential or proprietary information owned, possessed or used by CH&LA, except as authorized by CH&LA and for its benefit.3. The duty to disclose conflicts of interest is an ongoing one, and any new information should be reported promptly to the President/CEO of CH&LA and/or the board of CH&LA and discussed with CH&LA counsel.”

“President & CEO: The hiring and annual review process are done by the Executive Committee and include the reviewing of national and local salary and benefit survey data.”

“The organization does not make these documents available to the public.”