Section 1: Name
The name of the corporation shall be Bhutanese Community of Michigan (“BCM” or “Corporation”). It is established as charitable nonprofit corporation in the state of Michigan.
Section 2: Vision Statement
To upgrade the standard of living and safeguard the identities of Bhutanese community by implementing sustainable and creative programs aimed at achieving self-sufficiency and integration to the mainstream society.
Section 3: Mission Statement
The Corporation is committed to promoting and preserving the ethnic identities through case management, education, advocacy, mentoring, sports, and
Section 4: IRS 501(c)3 Purpose
The purpose of this Corporation shall be any purpose which may be lawfully undertaken by a domestic nonprofit corporation organized pursuant to Michigan law and according to Section 501(c)3 of the Internal Revenue Code of 1986, as amended.
Section 5: Specific Purpose
The specific purpose will include, but not limited to the following:
To empower and integrate the Bhutanese Americans in the mainstream society through education, advocacy and service, as well as conducting citizenship and ESL classes.
To coordinate with different skill development centers and refugee liaisons to provide job related trainings and make individuals self-dependent.
To guide children and youth in useful and productive work for the society.
To provide interpretation and translation services to the Bhutanese who have limited English proficiency, to get access to the different resources
available, and during appointments.
To preserve and promote Bhutanese values, cultures, and arts.
To provide all individuals the opportunity to live in dignity and respect.
To strengthen cooperation among local, state, and national organizations on matter of common interests, objectives, and purposes.
Section 1: Membership
Membership in this organization shall consist of all who are 18 years and older and Bhutanese origins, who have applied for and been accepted membership by the Board of Directors, and who have paid their membership dues. Active members have voting rights who can be elected officials of the organization.
The membership renewal is due on the month of May, every 2 years.
Section 2: Membership
The secretary of the Corporation shall keep the database containing the name and address of each member. All corporation database shall be kept by the Secretary.
Section 3: Termination of
The membership of a member shall terminate upon the occurrence of any of the following events:
Upon his/her notice of termination delivered to the president or secretary ofM the Corporation personally or by mail, such membership to terminate upon the date of delivery of the notice. Upon failure to renew his/her membership by paying dues on or before their due date, such termination to be effective thirty days of written notification of delinquency is given personally or mailed to such member by the secretary. A member may avoid such termination by paying the amount of delinquent dues within a thirty day period following the member’s receipt of the written notification of the delinquency.
After providing member with reasonable written notice and an opportunity to be heard either orally or in written, upon a determination by the board of
directors that he member has engaged in conduct materially and seriously prejudicial to the interest or purpose of the Corporation.
Section 4: Membership
Any member of record of the Corporation, in person or by attorney or other agent, may during regular business hours inspect for any proper purpose the
Corporation’s list of members, and its other books and records, if the member gives the Corporation written demand describing with reasonable particularity the purpose of the inspection and the records the member desires to inspect, and the records sought are directly connected with the purpose. A “proper purpose” means a purpose that is reasonably related to a person’s interest as a member of the Corporation. A demand for inspection under this section must be delivered to the Corporation at its registered office or at the Corporation’s principal place of business. If an attorney or other agent is the person seeking to inspect the records, the demand must include a power of attorney or other writing that authorizes the attorney or other agent to act on behalf of the member.
Section 5: Limitation on
Notwithstanding Section 4 above, the Board of Directors by resolution may provide that the members and attorneys or agents for the members do not have the right to inspect the Corporation’s list of members, lists of donors or donations, or its other books and records, if the Board of Directors makes a
good faith determination that one or more of the following apply:
(a) Opening the lists of members, lists of donors or donations, or its other books and records for inspection would impair the rights of privacy or free association of the members;
(b) Opening the lists of members, lists of donors or donations, or its other books and records for inspection would impair the lawful purposes of the Corporation; or
(c) Opening the lists of donors or donations is not in the best interest of the Corporation or its donors.
If the Board of Directors elects to limit the inspection of lists of members under this section, it shall nonetheless provide a reasonable way for members to communicate with all other members concerning the election of Directors and other affairs of the Corporation.
Section 1: Annual Meetings
The annual membership meeting of the Corporation shall be held on the 6th of August each and every year except if such day is a legal holiday, and in that event, the Board of Directors shall fix the day but it shall not be more than two weeks from the date fixed by these Bylaws. The secretary shall cause to be mailed to the every member in good standing at their address as it appears in the membership roll book in this organization a notice telling the time and place of such annual meeting.
Section 2: Regular meetings
Regular meetings of the Corporation shall held once a month with at least 5 days prior notification to the all members and at the Corporation’s registered
office unless the notice of the meeting indicates a different venue for the meeting.
Section 3: Special Meetings
Special meetings of the Corporation may be called by the President when he deems it for the best interest of the Corporation. Notice of such meeting shall be mailed to all the members to their addresses as they appears in the membership roll book at least 10 days before the scheduled date set for the
special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called. At the request of thirty percent (30%) of the members of the Board of Directors or twenty percent (20%) of the members of the Corporation, the President shall cause a special meeting to be called but such request must be made in written at least ten days before the requested scheduled date. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
Section 4: Quorum
The presence of not less than ten (10) members shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser percentage may adjourn the meeting for a period of not more than two weeks from the date scheduled by these Bylaws and the secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as herein before set forth shall be required at any adjourned meeting.
Section 5: Order of Business
Order of the business of all meetings shall be as following:
Reading of the minutes of the preceding meeting
Reports of committees
Reports of officers
Old and unfinished business
Date for next meeting
Section 6: Voting
In all the meetings, business decisions shall be finalized by the voting. Voting can be conducted either by voice or by hand raising. Proxies are not permitted.
Board of Directors
Section 1: Number
The Corporation shall have no less than five directors and no more than nine and collectively they shall be known as the Board of Directors (“BOD”).
Section 2: Power
The board of directors shall be the governing body of the Corporation. The activities and affairs of this Corporation shall be conducted and all corporate
power shall be exercised by or under the direction of the Board of Directors.
Section 3: Election
The Board of Directors shall be elected by members of the Corporation. Voting for the Board of Directors shall be by secret ballot. The candidates receiving the highest number of votes up to the directors shall be elected to serve the board. Only five “BODs” shall be elected with this election. The newly elected board reserves the right to nominate up to four qualified intellectual members when deemed necessary with discussion and suggestions from the Advisory board of the Corporation.
Section 4: Term of the Office
Each Director shall hold office for a period of three years. A person elected to fill a vacancy on the board shall hold office until the next election of
Board of Directors or until his or her death, resignation, or removal from office.
The Directors after being elected shall elect one of them as the chairman of the Board. He or she shall chair the Board till the next election unless otherwise, expired, resigned, or terminated.
Section 5: Responsibilities
It shall be the duty of the Directors to:
Perform any and all duties imposed on them collectively or individually by law, by article of incorporation, or by these Bylaws.
Create or update mission and vision statements.
Determine the programs and services.
Approving the strategic plan.
Appoint and remove, employ and discharge, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the Corporation.
Supervise all officers, agents, and employees of the Corporation to assure that their duties are performed properly.
Approve the annual budget, annual report, etc.
Work with and provide support to the executive director.
Approve major contracts and grants.
Solicit and review program evaluations.
Fundraise, by directly donating to the Corporation and soliciting donations from others.
Document policies and decisions to create an organizational memory.
Prepare for and attending board meetings.
Researching and discuss issues before decisions are made.
Advocate for the organization.
Troubleshoot as necessary.
Meet at such times and places as required by these By laws.
Section 6: Salaries/Compensation
Till the financial resources are explored, the Board of Directors shall be liable to run the day to day business voluntarily. Otherwise, any salaries
received by the officers and the board of directors will be reasonable and provided in return for services actually rendered to or for the Corporation.
All salaries will be approved in advanced in accordance with this Corporation’s conflict of interest policy as set forth in Article 11 of these Bylaws.
Section 7: Qualification
The members of BOD should have the following qualifications:
Community service experience.
Good communication skills.
Must have high school diploma; however, bachelor degree or higher degree is preferred
Should pass the state background check.
Should have no any criminal convictions.
Section 8: Termination/ Resignation
Members of BOD can resign to the existing chairman, while the chairman can resign to the President of the executive body. The vacancy thus created shall be filled through the election by the members of the Corporation.
Any members of BOD can be terminated if he/she:
He/she is found to be involved in criminal activities.
Is found acting against the interest of the BCM.
Fails to attend three consecutive meetings, he/she shall first be requested for the written explanations and however, if he/she fails to attend four
consecutive meetings shall be given a termination letter.
3. Vacancies on the Board of Directors occurring for any reason, including an increase in the number of directors, may be filled but only by action of the
members. A director elected to fill a vacancy occurring for any reason, including an increase in the number of directors, shall hold office until the
next election of directors or until his or her earlier resignation or removal.
Section 9: Non-liability of Directors
The directors shall not be personally liable for the debts, liabilities, or other obligations to the Corporation.
Section 10: Insurance for Corporate Agents
Except as may be otherwise provided under the provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of BCM (including a director, officer, employee, or other agent of BCM) against liabilities asserted against or incurred by the agent in such capacity or arising out of agent’s status as such.
Section 11: Board Performance Review
The Board collectively shall review or evaluate their performance annually.
Evaluating the work of the Board shall be done using questionnaires agreed upon by Board.
Elements of review shall include, but not limited to, of the following:
The Board’s need to review the Bylaws;
The board’s member understanding of their responsibility and duties;
The members’ commitment to the Board;
The Board’s use of its committees and the quality of the committees’ term of reference;
Board members’ understanding of their fiduciary duties;
The diversities of Board’s composition and the Board’s ability to accurately represent its stakeholders;
The quality of the relationships between board members, as well as between the
board and the organization;
The quality of the communication between the board and the organization;
The Board’s policies and procedures;
The efficiency of the Board meetings, decision making processes, and the Board member participation;
The quality of Board’s written work plan;
The Board’s ability to address conflict effectively and openly; and
The Board’s use of resources.
Meetings of the Board of
Section 1: Place of Meetings and Records
The directors shall hold their meetings, maintain the minutes of the proceedings of meetings of the members, the Board of Directors, and committees
of the Board of Directors and keep the books and records of account for the Corporation, in such place or places, within or outside the State of Michigan,
as the Board of Directors may from time to time determine.
Section 2: Annual Meetings
The annual meeting of the Board of Directors shall be held, without notice other than this section 3-5, at the same place and immediately after the annual members’ meeting. If such meeting is not so held, whether because a quorum is not present or for any other reason, or if the directors were elected by written consent without a meeting, the annual meeting of the Board of Directors shall be called in the same manner as hereinafter provided for special meetings of the Board of Directors.
Section 3: Regular Meetings
Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board of
Directors. Any notice given of a regular meeting need not specify the business to be transacted or the purpose of the meeting.
Section 4: Special Meetings
Special meetings of the Board of Directors may be called by the Chairman of the Board or the President, and shall be called by one of them on the written request of any one (1) director, upon at least two (2) days’ written notice to each director, or twenty-four (24) hours’ notice, given personally, by
telephone or by electronic transmission. The notice does not need to specify the business to be transacted or the purpose of the special meeting. Attendance of a director at a special meeting constitutes a waiver of notice of the meeting, except where a director attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened.
Section 5: Quorum and Vote
A majority of the members of the Board of Directors then in office constitutes a quorum for the transaction of business, and the vote of a majority of the
directors present at any meeting at which a quorum is present constitutes the action of the Board of Directors unless the vote of a larger number is specifically required by the Articles of Incorporation or these Bylaws. If a quorum is not present, the directors present may adjourn the meeting from time to time and to another place, without notice other than announcement at the meeting, until a quorum is present.
Section 6: Report to Members
The Board of Directors shall cause a financial report of the Corporation for the preceding fiscal year to be available for distribution to each member
within four (4) months after the end of each fiscal year. The report shall include the Corporation’s statement of income, its year-end balance sheet and
such other statements or reports as the Board of Directors shall deem appropriate from time to time.
Section 7: Compensation of
Directors as such shall not receive any salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance may be allowed for attendance at each regular or special meeting of the Board of Directors. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving reasonable compensation
Section 8: Meeting by Communication Equipment
Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or
committee, as the case may be, by using a conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this section shall constitute presence at the meeting.
Section 9: Action Without a Meeting
Any action required or permitted to be taken pursuant to authorization voted at a meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if, before or after the action, all members of the Board of Directors, or such committee, consent thereto in writing. Electronic
transmission of consents is permitted. The written consent shall be filed with the minutes of the proceedings of the Board of Directors or committee and the consent shall have the same effect as a vote of the Board of Directors or committee for all purposes.
Section 1: Designation of Officers
The officers of BCM shall be a president, a vice president, a secretary, an assistant secretary, a treasurer, and an assistant treasurer. Only members may
serve as officers of BCM.
Section 2: Election and Term of Office
Officers shall be elected by the Board of Directors and each officer shall hold office for a term of two years or until earlier resignation or removal.
Section 3: President
The president shall perform the following duties:
Be the chief executive officer of BCM and shall, subject to the control of the Board of Directors, supervise and control the affairs of BCM and activities of
He/she shall perform all duties incident to his/her office and such other duties as may be required by law, by the articles of incorporation, or by these
Bylaws, or which may be prescribed from time to time by the Board of Directors.
He/she shall preside all the meetings of the Board of Directors and at all meetings of the general meetings.
Except as otherwise expressly provided by law, by the articles of incorporation, or by these Bylaws, he/she shall, in the name of BCM, execute
such deeds, mortgages, bonds, contracts, checks, or other instruments, which may from time to time be authorized by Boards of Directors.
Shall establish meeting agenda.
Shall work to build bridges with other nonprofit organizations and agencies of government.
Shall promote the image of the Corporation.
Shall serve as spokesperson and public relation for the Corporation.
Shall ensure compliance with state laws and regulations.
Section 4: Vice President
The vice president shall in the event of the absence or inability of the president to exercise his/her office become acting President of the
organization with the all rights, privileges, and powers as if he had been the duly elected President. Vice President is entrusted with all the
responsibilities aforementioned under President’s role to run the corporation and work very closely with President.
Section 5: Secretary
The secretary shall keep all the minutes and records of the organization in appropriate books. It shall be his duty to file any certificate required by any
statute, federal or state. He shall give and serve all notices to members of this Corporation. He shall be the official custodian of the records and seal of
the Corporation. He may be one of the officers to sign the checks and drafts of the Corporation. He shall present to the membership at any meetings any
communication addressed to him as secretary of Corporation. He shall submit to the Board of Directors any communications which shall be addressed to him as secretary of the Corporation. He shall attend to all correspondence of the Corporation and shall exercise all duties incident to the office of secretary.
Section 6: Assistant Secretary
The assistant secretary is responsible to assist the secretary and work as the secretary in his/her absence from duty.
Section 7: Treasurer
The treasurer shall have the care and custody of all money belonging to the Corporation and shall be solely responsible for such monies and the security of the Corporation. He shall cause to be deposited in the regular business bank or trust company a sum not exceeding $5000 and the balance of the funds of the Corporation shall be deposited in the saving bank except (unless) the Board of Directors may cause such funds to be invested in such investments as shall be legal for nonprofit corporations in this state. He must be one of the officers who shall sign the checks and drafts of the Corporation. No special fund be set aside that shall make it unnecessary for the treasure to sign the checks issued upon it. He shall render at started period as the Board of Directors shall determine a written account of the finances of the Corporation and such report shall be physically affixed to the minutes of the Board of Directors of such meeting. He shall exercise al the duties incident to the officer of treasurer.
Section 8: Assistant Treasurer
The assistant treasurer assists the treasurer at work and will have full authority as a treasurer in his/her absence from work.
Section 9: Termination/Resignation
Any officer can resign to the President while the President can resign to the chairman of the BOD. The vacancy thus created shall be filled by the BOD.
All the matters of business for officers should be properly handed over to the new officers with proper documentations.
Any officers may be removed by the BOD with valid reason.
Any officer may be terminated if he/she is found involved in criminal convictions.
Is found acting against the interest of BCM.
fails to attend three consecutive meetings, in which case he/she shall first be requested to provide written explanations and however, if he/she fails to
attend four consecutive meetings shall be given a termination letter.
Section 1: Committee
All committees of this Corporation shall be formed by the BOD and their term of office shall expire along with the expiration of the tenure of BOD if not
dismissed earlier. The permanent committees of this Corporation are the Arts and Culture Committee, the Women and Children’s Committee, the Youth and Sports Committee and Press and Publicity Committee
Section 2: Arts and Culture
This committee shall consist up to five members and will be responsible to organize and conduct all cultural activities, public gatherings, and educate
forth-coming generations on language, cultures, arts, and traditions.
Section 3: Women and Children
This committee shall consist up to five members and will be responsible to advocate the issues related to women and children and provide resources to
empower them. It will seek to help children to solve school-related problems and conduct literacy classes related to health, banking, financing, and
Section 4: Youth and Sports
This committee shall consist up to five members and will be responsible to conduct and facilitate sports related programs. It will engage, encourage, and direct the youth towards sportsmanship. It will also conduct anti-drug awareness programs and guide youth to attain higher education.
Section 5: Press and Publicity Committee
This committee shall consists up to five members and will be responsible for press and publicity of the organization. This committee will train and educate youths in the fields of press and publicity such as social media usage, cybersecurity, and information security awareness programs.
Section 1: Amendments
Except as may otherwise be specified under provisions of law, these Bylaws or any of them, may only be altered, amended, or replaced and new Bylaws may only be adopted by an affirmative vote of two-thirds of the Board.
Records, Reports and Seal
Section 1: Periodic Report
The Board of Directors shall file an annual or periodic report required under law to be prepared and delivered to an office of this state to be so prepared
and delivered within the time limit set by law. It is hereby acknowledged that as of the date of these Bylaws, the Corporation is required by law to file an
Annual Report/Renewal with the state of Michigan Department of Licensing and Regulatory Affairs.
Section 2: Corporate Record
The Corporation shall keep at its principal office:
Minutes of all the meetings and committees of the board of directors indicating the time, place, the purpose type and the attendance of the members present.
Accounting records of properties and business transaction, receipts, disbursements, gains and losses.
Copies of Articles of Incorporation and Bylaws as amended to date.
Copies of resolutions of the board of directors.
Section 3: Seal
The organization may have a seal whose design and structure shall be determined by a committee formed by the Board of Directors/ Executive Body. The board of directors may adopt, use and at will alter a corporate seal. Such seal shall be kept at the principal office of the corporation. However, failure to affix the seal shall not affect the validity of any such instrument.
If the Executive Committee/ BOD adopts a corporate seal, such seal will have inscribed thereon the name of the corporation and the date of its incorporation. If and when a seal is adopted by the Executive Committee, such seal may be engraved, lithographed, printed, stamped, impressed upon or affixed to any contract, conveyance, or other instrument executed by the organization.
Section 4: Inspection Rights
Every director shall have the right at any responsible time to inspect any copy of all books, records and documents of every kind and to inspect the physical properties of the Corporation.
Policies and Procedures
Section 1: Contracts
The Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2: Loans
No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in its name, unless authorized by a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.
Section 3: Checks
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4: Accounts
BCM shall have only one bank account.
The final decision for the utilization of the approved budgets for any projects by BOD is vested in the President.
The approval for the payment or reimbursement shall be made by the President.
The checks shall then be signed by the treasurer.
The financial accounts for each and every project, program and unrestricted expenses should be maintained and reported separately.
Section 5: Policies
The Board of Directors may from time to time adopt and/or amend such policies and procedures as the Board deems appropriate for the proper operation of the Corporation.
Conflict of Interest and
Compensation Approval Policies
Section 1: Definitions of Interested Person
Any director, president, officers, member of committee with governing board deleted powers, or any other person who is “disqualified person” as defined in the Internal Revenue Code as amplified by the IRS regulation, who has a direct or indirect financial interest, as defined below, is an interested person.
An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement.
A compensation arrangement with a corporation or with any entity or individual with which the Corporation has a transaction; or
A potential ownership or investment in, or compensation arrangement with any entity or individual with which the Corporation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gift or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the Board of
Directors or committee decides that a conflict of interest exists.
Section 2: Conflict of Interest Avoidance Procedures
An interested person may make a presentation at the governing board or committee meeting, but after the presentation he/she leave the meeting during
the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairman of governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflict of interest, it shall inform the member of the basis for such belief and offer the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 3: Records of Board And Board Committee Proceeding
The minutes of meeting of the governing board and all committee with board
delegated powers shall contain:
The name of the person who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of
interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing boards’ or
committee’s decision as to whether a conflict of interest in fact existed.
The name of the persons who were present for discussion and votes relating to the transaction or arrangement, the conflict of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes in connection with the proceeding.
Section 4: Compensation Approval Policies
All members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the
compensation arrangement as specified in IRS Regulations which generally requires that each board member or committee member approving a compensation arrangement between this origination and a “disqualified person” (as defined in IRS Regulations):
Is not the person who is the subject of the compensation arrangement, or a family member of such person; Is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement; Does not receive compensation or other payment subject to approve by the person who is the subject of the compensation arrangement;
Has no material financial interest affected by the compensation arrangement; and Does not approve a transaction providing economic benefits to the person who is the subject to the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member.
The board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms and compensation. Appropriate data may include the following:
Compensation level paid by a similar situated organization, both taxable and tax exempt, for functionally comparable positions. “Similarly situated” organizations are those of a similar size, purpose, and with similar resources;
The availability of similar services in the geographic area of this Corporation;
Current compensation surveys complied by independent firms;
Actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement;
As allowed by IRS Regulations, if this Corporation has average annual gross receipts (including contributors) for its three prior tax years of less than $ 1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.
The term of compensation and the bases for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include:
The terms of compensation arrangement and the date it was approved;
The members of the board or compensation committee who were present during debate on the transaction, those who voted on it, and the votes cast by each board or committee member; The comparability data obtained and relied upon and how the data was obtained;
If the board or compensation committee determines that reasonable compensation for a specific positIon in this organization or for providing service under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination; If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reason for them shall be recorded in the minutes of the board or committee meeting; Any action taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transactions (for example, a notation on the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement);
The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final Actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by
the board or committee.
Section 5: Annual Statements
Each director, principal officer, and member of a committee with governing board delegated power, if any, shall annually sign a statement which affirms
Has received a copy of the conflicts of interest policy;
Has read and understand the policy;
Has agreed to comply with the policy; and Understands the corporation 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.
Section 6: Periodic Reviews
To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt states, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects.
Whether compensation arrangements and benefits are reasonable, based in competent survey information, and the result of arm’s-length bargaining.
Whether partnerships, joint ventures, and arrangements with management
organizations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services,
further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.
Section 7: Use of Outside Experts.
When conducting the periodic reviews as provided for in Section 7, the Corporation may, but need not use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
Revised and approved by the BODs on 9