Waialae Country Club

“The organization has approximately 1,350 members and 28 different classes of membership. Regular, limited, senior regular, special limited and senior special limited member classes are entitled to: (1) elect the members of the governing body; and (2) approve significant decisions of the governing body. Regular, limited, senior regular, senior limited, ex-resident regular, ex-resident limited, ex-resident senior, special limited, and senior limited member classes who hold transfer certificates at the time the organization dissolves may be entitled to share in the organization's assets, if any.”

“Of the 1,300 total members, approximately 500 members may elect the governing body.”

“1) any expenditure or group of related expenditures in excess of $1,000,000 requires a majority vote of voting members. 2) decisions of the governing body regarding changes to the by-laws and capital projects in excess of $1,000,000 are subject to approval by the voting members.”

“The completed copy of form 990 is reviewed by the controller and general manager, and officers and directors.”

“The executive committee of the board is charged with monitoring proposed or ongoing transactions for conflicts of interest and any actual conflicts are referred to the full board of directors for action. Any potential conflicts of interest are reported to the president. Pursuant to the conflicts of interest policy, an annual conflict of interest statement, aimed at determining any family and business relationships and transactions or other transactions that may pose a potential conflict, is distributed to all covered persons (i.e., board members, officers, management, and all key employees). Covered persons are required to disclose real or potential conflicts at the time when such conflicts arise. When someone becomes a covered person and annually thereafter, each covered person is required to sign a statement affirming that he/she has no conflicts of interest as defined in the club's conflict of interest policy. The procedures for addressing any conflict of interest are determined on a case by case basis.”

“The managing review committee, comprised solely of independent members, none of which have a conflict of interest with respect to the compensation arrangement, is accountable for setting reasonable compensation packages for each officer or key employee (including the general manager). Yearly, the managing review committee reviews the annual performance goals and criteria used in determining merit increases and variable compensation criteria for officers and key employees. The compensation committee met to retroactively determine the salary of waialae's officers and key employees on 12/13/2024. Appropriate comparability data is obtained every few years from other clubs in the area, i.e., total economic benefits paid by similarly situated organizations (both taxable and tax-exempt) for similar job responsibilities and used in determining reasonable compensation. The committee's written records include the (1) terms of the salary adjustment and bonus of the officer or key employee (including the date the arrangement was approved); (2) a list of members present during the vote on the transaction; and (3) a description of the comparable data relied upon by the committee. Key deliberations and decisions of the committee are documented in minutes which are approved at the next committee meeting. The last comparability data was obtained and evaluated on 12/13/2024 by the management review committee.”

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

“Retirement of nontransferable certificates -15,001.”