Form 990, Part VI, Line 1a: Explanation of Delegated Broad Authority to Committee |
THE EXECUTIVE BOARD SHALL BE THE GOVERNING BODY OF THE CORPORATION AND SHALL MANAGE ITS AFFAIRS. THE EXECUTIVE BOARD SHALL BE THE LOCAL REVIEWING AUTHORITY WITH RESPECT TO MATTERS WITHIN THE SCOUTING MOVEMENT WHICH ARISE IN THE TERRITORY OF THE CORPORATION. THERE SHALL BE AN EXECUTIVE COMMITTEE CONSISTING OF THE PERSONS AND HAVING THE POWERS SPECIFIED BELOW.THE EXECUTIVE COMMITTEE SHALL BE COMPOSED OF THOSE PERSONS WHO ARE THE OFFICERS OF THE CORPORATION, INCLUDING THE SCOUT EXECUTIVE (WHO SHALL HAVE NO VOTE), AND MAY INCLUDE OTHERS APPOINTED BY THE PRESIDENT.THE EXECUTIVE COMMITTEE OF THE EXECUTIVE BOARD SHALL HAVE AND MAY EXERCISE ALL THE NECESSARY POWERS OF THE EXECUTIVE BOARD IN THE MANAGEMENT OF THE CORPORATION DURING THE INTERVALS BETWEEN THE MEETINGS OF THE EXECUTIVE BOARD, BUT IN NO EVENT SHALL THE EXECUTIVE COMMITTEE ACT CONTRARY TO ACTION THERETOFORE TAKEN BY THE EXECUTIVE BOARD. MINUTES SHALL BE KEPT OF ALL EXECUTIVE COMMITTEE ACTION AND REPORTED AT THE ENSUING MEETING OF THE EXECUTIVE BOARD FOR ITS APPROVAL.MEETINGS OF THE EXECUTIVE COMMITTEE MAY BE CALLED AT ANY TIME BY THE PRESIDENT AND SHALL BE CALLED BY THE PRESIDENT WITHIN 30 DAYS UPON THE REQUEST OF THREE OR MORE MEMBERS OF THE EXECUTIVE COMMITTEE. IT SHALL BE THE GENERAL PRACTICE OF THE EXECUTIVE COMMITTEE TO MEET IN THOSE MONTHS IN WHICH THE EXECUTIVE BOARD DOES NOT MEET. ALL MEETINGS OF THE EXECUTIVE COMMITTEE SHALL BE HELD ON AT LEAST 3 DAYS WRITTEN NOTICE BY FAX OR ELECTRONIC MAIL. A MAJORITY OF THE VOTING MEMBERS OF THE EXECUTIVE COMMITTEE SHALL CONSTITUTE A QUORUM. |
Form 990, Part VI, Line 6: Explanation of Classes of Members or Shareholder |
ACTIVE MEMBERS MAY ELECT THE MEMBERS OF THE GOVERNING BODY AND APPROVE SIGNIFICANT DECISIONS OF THE GOVERNING BODY. |
Form 990, Part VI, Line 7a: How Members or Shareholders Elect Governing Body |
ACTIVE MEMBERS MAY ELECT MEMBERS AT LARGE, REGULAR MEMBERS OF THE EXECUTIVE BOARD, AND OFFICERS OF THE CORPORATION OTHER THAN THE SCOUT EXECUTIVE. |
Form 990, Part VI, Line 7b: Describe Decisions of Governing Body Approval by Members or Shareholders |
ACTIVE MEMBERS MAY VOTE AT THE ANNUAL MEETING TO RECEIVE AND APPROVE FINANCIAL STATEMENTS SHOWING THE FINANCIAL POSITION OF THE CORPORATION AS OF THE CLOSE OF ITS MOST RECENT COMPLETE FISCAL YEAR AND THE RESULTS OF OPERATIONS DURING SUCH YEAR, AND TRANSACTING SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING. ACTIVE MEMBERS MAY VOTE IN OTHER REGULAR MEETINGS AND SPECIAL MEETINGS, INCLUDING PROPOSALS TO MERGE OR CONSOLIDATE. |
Form 990, Part VI, Line 11b: Form 990 Review Process |
THE FORM 990 IS PRESENTED TO THE EXECUTIVE BOARD FOR REVIEW PRIOR TO SUBMISSION. |
Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts |
AT LEAST ONCE A YEAR, THE COUNCIL DISTRIBUTES A CONFLICT OF INTEREST CERTIFICATION AND DISCLOSURE FORM TO ITS OFFICERS, DIRECTORS AND PROFESSIONAL EMPLOYEES. THE COVERED PERSONS ARE REQUIRED TO COMPLETE AND SIGN THE CERTIFICATION AND DISCLOSURE FORM, WHICH IS RETAINED IN THE COUNCIL FILES. THE CERTIFICATION AND DISCLOSURE FORMS ARE REVIEWED NO LESS THAN ANNUALLY BY THE SCOUT EXECUTIVE AND TREASURER. ADDITIONALLY, THE COUNCIL COMPILES AND MAINTAINS A LIST OF POTENTIALLY CONFLICTED ENTITIES AND INDIVIDUALS. PROPOSED TRANSACTIONS ARE THEN MATCHED AGAINST THE LIST AS A MEANS OF IDENTIFYING POSSIBLE CONFLICTS. THE SCOUT EXECUTIVE IS ULTIMATELY RESPONSIBLE FOR MAINTAINING THE LIST AND SCREENING FOR POSSIBLE CONFLICTS OF INTEREST. IF A COVERED PERSON FAILS TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION IS TAKEN INCLUDING POSSIBLE TERMINATION FOR A COVERED EMPLOYEE AND PROHIBITION FROM PARTICIPATING IN THE DELIBERATONS OF THE GOVERNING BODY FOR A BOARD MEMBER. |
Form 990, Part VI, Line 15b: Compensation Review and Approval Process for Officers and Key Employees |
The Council uses comparability data and written guidelines provided by the talent management group of the Boy Scouts of America in consultation with external sources that include upper and lower compensation levels by position and regional variables. Compensation is reviewed both locally and nationally. |
Form 990, Part VI, Line 19: Other Organization Documents Publicly Available |
GOVERNING DOCUMENTS, POLICIES, AND FINANCIAL STATEMENTS ARE AVAILABLE AT THE COUNCIL OFFICE UPON REQUEST. |