California Thoroughbred Breeders Association

“Cbta has three classes of members in this association: (a) regular membership, (b) associate membership (c) junior membership. The regular members shall have and exercise all of privileges the rights and privileges of regular members of a non-profit corporation, including the power to elect directors, save such rights, privileges may be limited by the articles of incorporation or these by-laws.”

“Each individual regular member shall be entitled to one (1) vote for the election of directors and at all other elections upon which the membership is entitled to vote. No regular member may cumulate his vote and no votes may be cumulative. Upon the death of any member, his regular membership shall cease and terminate, including all the property and other rights of said regular membership. No expelled regular member shall be entitled to any vote, nor shall any regular member be entitled to vote while in default in the payment of any dues or assessments or while in violation of any of the provisions of these by-laws. (b) each applicant for an associate membership in the association while not qualifying for regular membership shall have an interest in the thoroughbred breeding industry in california and fully support the objectives of the association. An associate member will have no voting rights but will be eligible for immediate transfer to a regular membership as soon as he or she becomes an owner or part owner of one (1) or more thoroughbreds maintained for breeding in california, and which are eligible for registration in the american stud book. (c) each applicant for junior membership either school age (through age 18) or college-age (19-21) shall have an interest in the thoroughbred breeding industry in california and fully support the objectives of the association.”

“There are no committees that have been granted authority to act on behalf of the board.”

“Form 990, part vi, line 11b - organization's process to review form 990 the return preparer provided a copy of the draft version of form 990 to the california thoroughbred breeders association audit committee for review. Audit committee, which also includes three members of the board of directors, performed review of form 990 before it was filed. Upon completion of the review, the governing board members were provided a copy of the form 990 and related schedules. The audit committee presented their findings to the entire board of directors.”

“The officers, directors, and the trustees are required to disclose all potential conflict of interests. Monitoring is performed regularly by the officers to identify potential conflicts of interest. The board reviews any conflicts presented by interested parties. The chairperson appoints a disinterested person or committee to investigate the transaction in question and report findings to the board. Alternatives to the proposed transaction are identified and compared to the proposed transaction. The board votes on the most beneficial option for the organization. If the board has reason to believe an interested person has failed to disclose the potential conflict, the board will investigate further and if necessary, take appropriate disciplinary and corrective action.”

“Compensation for the top management official is handled through an annual review and discussion of the executive committee, with recommendation and approval of the board of directors. Compensatory increases for other officers and employees is determined on an annual basis by the general manager with presentation and approval of the executive committee and the board of directors.”

“The organization these documents available to the public upon request.”

“California thoroughbred breeders association does not make its governing documents, conflict of interest policy, and financial statements available to the public. Federal law does not require that such documents be publicly available.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”