Orange County Bar Association

“Board members scott b. Garner and mei tsang have a business relationship.”

“Membership of the association shall consist of active members, associate members, and honorary members, as those items are defined in the organization's bylaws.”

“Active association members shall have the right to vote for nominees named on the ballot, or for any qualified member of the association whose name may be written on the ballot. Each member shall be entitled to vote for vacant director offices only in one district, which shall be the district in which is located the member's mailing address on the address records of the association at the time ballots are mailed. Each member shall have one vote for each vacant office in the member's district. Ballots must be returned to the president-elect, according to instructions written on or furnished with the ballot, not later than 2:30 pm, on the election date, at which time the voting shall cease.”

“Controller and ceo/executive director review the 990 to address any concerns with cpa before presenting to treasurer for signatures. Copies of the tax returns are provided to the governing board of directors which is noted in the board meeting minutes.”

“Ocba conflict of interest policy: purpose: the purpose of this conflict of interest policy is to protect the orange county bar association's (the organization") interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. Definitions: 1. Interested person - any director, officer, board member, or key employee as defined by the internal revenue service, who has a direct or indirect financial interest, as defined below, is an interested person. 2. Financial interest - a person has a financial interest if the person has, directly or indirectly, through business, investment, or family: a. An ownership or investment interest in any entity with which the organization has a transaction or arrangement; b. A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement; or, c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement. Procedures: 1. Duty to disclose - in connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and relate all of the material facts. 2. Determination of conflict - after this disclosure, and after any discussion with the interested person, the interested person shall leave the meeting while the determination of a conflict of interest is discussed and voted upon. The remaining directors shall decide if a conflict exists. 3. Procedures for addressing a conflict - after the interested person has disclosed any possible conflict and related all material facts: a. The president, if appropriate, shall appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement; b. After completing this due diligence, the organization shall determine if it can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest; and, c. If no such arrangement can be identified, the organization shall determine by majority vote of the disinterested directors whether the transaction or arrangement is in the organization's best interest, for its own benefit, and whether it is fair and reasonable. 4. Violations - if the organization has reasonable cause to believe a director has failed to disclose actual or possible conflicts of interest, it shall inform the director of the basis for such belief and afford the director an opportunity to explain the alleged failure to disclose. After hearing the explanation, if the organization determines the director has failed to disclose, it shall take appropriate disciplinary and corrective action. Records: the minutes of all meetings at which a conflict is discussed shall include the names of all persons who disclosed or were otherwise found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the interest, the votes relating to the transaction, the content of the discussion, and a record of any votes taken shall also be noted. Compensation: directors of the organization shall not be paid compensation. Annual statements: each director shall annually sign a statement which affirms that such person has received a copy of this policy, has read and understood such, has agreed to comply with the policy, and understands that the organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Periodic r”

“The ceo/executive director's compensation is reviewed regularly by a compensation committee to ensure it is just and reasonable. The ceo/executive director reviews ocba staff wages and makes any recommendations to the executive committee for approval. Comparable compensation data is reviewed and decision made.”

“Governing documents, conflict of interest policy, and financial statements are available to the public upon request.”

“The audit oversight process has not changed from the prior year.”