San Diego Convention and Tourist Bureau

“All persons and organizations interested in the purpose and objectives of the sdta shall be eligible for membership in the sdta upon payment of dues and approval by the board of directors. Persons and organizations shall be granted membership as part of one of two classes, general membership and special membership.”

“Each member may vote on the election of the board of directors. The nomination of the slate of potential board members is proposed by the nomination committee of the board of directors or by petition of the members.”

“The governance decisions of the organization reserved to members include approval, amendment or repeal of the bylaws of the organization.”

“The audited financial statements are reviewed in detail by the finance committee of the board of directors. Any material differences between the audited results and the form 990 are brought to the attention of the ceo and the finance committee. The 990 is prepared by an outside accounting firm and is reviewed by the finance committee with the organization's management staff.”

“The audited financial statements are reviewed in detail by the finance committee of the board of directors. Any material differences between the audited results and the form 990 are brought to the attention of the ceo and the finance committee. The form 990 is prepared by an outside accounting firm and is reviewed by the finance committee with the organization's management staff.”

“The process for resolving conflicts of interest is as follows: a "self-dealing contract" is any contract or transaction (i) between the sdta and one or more of its directors, or between the sdta and any corporation, firm, or association in which one or more of the directors has a material financial interest, or (ii) between the sdta and a corporation, firm, or association of which one or more of its directors are directors of the sdta. Pursuant to section 7233 of the california nonprofit corporation law, no self-dealing contract shall be void or voidable because such director(s) or corporation, firm or association are parties or because such director(s) are present at the meeting of the board or committee which authorizes, approves, or ratifies the self-dealing contract if: all material facts are fully disclosed to or otherwise known by the members, and the self-dealing contract is approved by the members in good faith (without including the vote of any membership owned by such interested director(s)); or all material facts are fully disclosed to or otherwise known by the board of directors, and the board of directors authorizes, approves, or ratifies the self-dealing contract in good faith (without counting the vote of the interested director(s)), and, in the case of a self-dealing contract as described above, the board of directors finds and resolves that the contract is just and reasonable at the time it is authorized, approved, or ratified; or the person asserting the validity of the selfdealing contract sustains the burden of proving that the self-dealing contract was just and reasonable as to the sdta at the time it was authorized or ratified.”

“The compensation of the ceo is determined by the board's compensation committee and ratified by a vote of the full board of directors. The committee meets to discuss and agree on the level of compensation to be offered and paid to the ceo each year. Outside consultants with knowledge of the employment market are occasionally consulted during the compensation committee's review.”

“The organization's articles of incorporation, bylaws, the conflict of interest policy, and financial statements are available to the public upon request. An email link is posted on the organization's website to facilitate requests for information.”