Outward Bound Adventures

“Regular and ad hoc committees may be used to help conduct the affairs of the board of directors. The board may at any time and from time to time, by resolution adopted by a majority of the board, designate, change the membership of, or terminate the existence of any committee or committees, except for the executive committee and the audit committee, the status of which are governed by sections 4.2 and 4.3 hereof. Such committees may include a development committee, a finance committee, a governance committee, a program/safety committee, and other such committees as deemed appropriate by the board of directors. Any committee, to the extent provided in the resolution of the board, may be given the authority of the board except that no committee may: approve any action for which the california nonprofit corporation law also requires approval of the members or approval of a majority of all members; fill vacancies on the board or in any committee which has the authority of the board; fix compensation of the directors for serving on the board or on any committee; amend or repeal bylaws or adopt new bylaws; amend or repeal any resolution of the board which by its express terms is not so amendable or repealable; appoint any other committees or the members of these committees; expend corporate funds to support a nominee for director after more persons have been nominated than can be elected; or approve any transaction (i) between the corporation and one or more of its directors or (ii) between the corporation and any entity in which one or more of its directors have a material financial interest. The board chair may temporarily create special ad hoc committees and appoint members to such special committees provided that such committees and their chairs are ratified by the board of directors at their next regular meeting if such committees are to continue serving the board.”

“A copy of form 990 is kept in the administrator office that board members can view at their leisure.”

“Any director, officer, or member of a committee with powers delegated by the board of directors, with a direct or indirect conflicting interest, including any financial interest, are required to comply with the conflict of interest policy and complete an annual statement reporting any potential conflicts. Duty to disclose in connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement. Determining whether a conflict of interest exists after disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. Procedures for addressing the conflict of interest. A. An interested person may make a presentation at the board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that result in the conflict of interest. B. The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. C. After exercising due diligence, the board or committee shall determine whether oba can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. D. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in oba's best interest and for its own benefit and whether the transaction is fair and reasonable to oba and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. Violations of the conflicts of interest policy a. If the board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. B. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“The organization makes its form 1023 and 990 available upon request.”

“The organization made its governing documents, conflict of interest policy, and financial statements available to the public upon request.”