Form 990 Policies
Information Request Policy
The Internal Revenue Service Code, Section 6104, requires a tax exempt organization to make its Forms 1023 (or 1024 if applicable), 990, and 990-T (501) (c)(3)s only) available for public inspection. The organization may make the documents available in any of the following manners:
· On the organizations own website
· Another organizations website
· Upon request
Gilda's Club Desert Cities will post these applicable forms on the Gilda's Club Desert Cities website and make them available upon request.
Policy Approved by the Gilda's Club Desert Cities Board of Directors on June 8, 2009.
Form 990 Review Process Policy
The Audit Committee will engage a Certified Public Accountant ("CPA") to conduct an annual audit of the financial records of the organization. The audit process will begin approximately 60 days after the end of the fiscal year and be completed within 30 days.
When the CPA has completed the review of the financial records, the firm will issue a draft audit to the Audit Committee. Once the Audit Committee has approved the audited financial statements, the final audit report will be reviewed by the President of the Board of Directors. The audit will then be distributed to the Gilda's Club Desert Cities Board of Directors for review and approval during a regular meeting of the board.
Once the audited financial statements are approved by the Board of Directors, the Form 990 (tax return) will then be prepared by the CPA. Copies of the completed Form 990, with supporting schedules and footnotes, will be distributed to the Audit Committee and the President of the Board of Directors. The board President will review the Form 990 with the Audit Committee. Any corrections or changes will be noted and addressed. Copies of the completed form 990 will be distributed to the entire governing body for review and approval during a regular meeting of the board. Once approved by the Board of Directors, the CPA will process the filing of the Form 990 using e-file or paper return procedures. The CPA and management will exercise care in complying with filing deadlines.
Policy Approved by the Gilda's Club Desert Cities Board of Directors on June 8, 2009.
Employee Travel Policy
Purpose
This document ensures that employee travel is consistent with the business objectives of Gilda's Club Desert Cities. It also ensures fair and equitable treatment of employees by defining procedures for authorized business travel and guidelines for expense reimbursement.
Overview
A critical balance must be sought when requesting travel. This is the company's need for cost effectiveness and the employee's need for quality services and support. Employee travel should be via the lowest cost alternative and consistent with good business practices. Neither luxury, nor sub-standard modes of transportation and accommodations should be used.
Employee travel and the expenses associated with it will be authorized only in circumstances which are clearly consistent with the mission of the company. It will be the responsibility of each Department Director to ensure that all employee travel meets this objective and that reimbursement made only for actual reasonable business expenses in connection with authorized travel as defined in this document. In order to maintain control over expenditures, any expense submitted which does not comply with the guidelines of this procedure will not be reimbursed, unless accompanied by a valid exception by the Department Director. Expense reports must be submitted in a timely manner.
All travel must be requested using the official company "Travel Authorization Form" signed by the appropriate Department Director. Subsequent to approval, travel arrangements, including airfare, rental car, lodging and planning of meetings can be coordinated by the employee or through the appropriate departmental support staff.
Implementation & Responsibility
Department Directors and Managers Responsibility:
1. Department Directors and Managers should know current travel policy and inform their departmental staff of company policy and procedures.
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2. Determine if travel is necessary to achieve goal.
3. Approve expenses in accordance with travel policy.
4. To the extent possible, all travel should be booked and purchased on a company issued credit card. Employees without company issued credit card may charge company authorized travel expenses on a personal credit card and submit a reimbursement request.
5. Once travel is approved, employee or support staff should as early as possible make necessary travel arrangements. Travel plans arranged thirty (30) days or more in advance will, in most cases, cost considerably less.
6. If travel is requested less than 7 days prior to departure, a low-fare airline such as Southwest, Frontier or Air Tran, should be used if possible.
7. Employees should work around GCDC schedule when requesting travel arrangements. Never should an employee disrupt operations or incur additional expenses so that he/she can travel on frequent flyer carrier.
8. Incur only expenses that are consistent with the business needs and exercise care in determining appropriate expenditures.
9. If applicable, use Company authorized travel agency and vendors the company has negotiated discount programs with.
10. Submit expense reports as outlined in the expense section of this policy, on a timely basis (within 30 days).
Travel Authorization & Approval
Upon determination that a trip is necessary, a "Travel Authorization Form" must be filled out and signed by Department Director. Department Directors and Executives need not have a signed Travel Authorization Form to procure travel. The original signed "Travel Authorization Form" will be kept by accounting for audit purposes. It is recommended that staff and Department Directors also keep a copy.
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Air Travel
1. Air travel will be via the most direct and economical means, accommodating the comfort, needs and preferences of the employee. Staff should seek out and reserve the lowest fare and routing, determined by examination of all carriers possible within a one (1) hour window before and one (1) hour after, the requested departure/arrival time. Deviations from the lowest fare must have Department Director approval.
2. Use of "Non-Refundable" airfares is recommended. These fares are usually considerably less expensive than refundable un-restricted fares. In most cases, if the travel must change or the trip canceled all together, the funds can be used as a credit toward future travel, less a service charge imposed by the airline.
3. No more than five (5) Company employees, or two (2) Company executives (Department Director and above) will be allowed to fly on the same flight.
4. Employees at Department Director level and above may fly business class for international flights in excess of six (6) hours with prior authorization from the Board President.
5. Employees may retain all benefits from frequent flyer club memberships. All dues for such clubs must be paid by employee.
6. Employee choosing to use personal modes of travel between cities serviced by regularly scheduled airlines will be reimbursed based on least expensive airfare or actual expenses, whichever is less.
Auto Rental
1. Before renting a car, employee or support staff should research possible alternatives such as complimentary airport shuttle, conference transportation, etc. When a rental car is necessary, staff should shop for the lowest possible rate.
2. To protect the employee and the company from liability the employee should take out the collision damage waiver (CDW). In the event of an accident while traveling on company business, employee must notify Human Resources as soon as possible.
3. Employees can request either compact or intermediate size cars. Rentals for other types of cars are not permitted except with Department Director approval. Luxury, premium and specialty car rentals will be reimbursed only at the intermediate car rate.
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4. Wherever possible, employee should refill gasoline tank prior to returning rental car for drop off. Gas charges at the rental locations average 50% more than independent filling stations.
Personal Auto Reimbursement
1. Employees are only authorized to use his/her automobile if they have both a valid driver's license and current comprehensive auto insurance, including liability. If not, the employee is not authorized to travel for the company. This would include deliveries or errands during normal work schedules.
2. When an employee uses his/her personal automobile on approved company business, the company will pay the current I.R.S. mileage reimbursement amount. Check with Human Resources for the current mileage rate. The company will also reimburse all actual auto tolls and parking fees, with a receipt.
3. Mileage from employee's home to regular assigned work location is not a reimbursable expense. However, if the employee goes directly from home to another work assignment other than the regular work location, and the distance to the work assignment is greater than the distance to the regular work location, the employee may be reimbursed for the difference.
4. In order to receive reimbursement for mileage, the employee must complete a mileage reimbursement form specifying purpose of trip, point of origin, destination, mileage and time of trip.
5. The employee assumes the responsibility for all parking and traffic fines.
Lodging
1. All company authorized accommodations must meet with industry accepted business travel standards with reference to comfort, convenience and cost. Holiday Inn, Hampton Inn, Fairfield Inn, type overnight accommodations have been set as an acceptable standard for all company employees. You are free to make other arrangements, however Gilda's Club Desert Cities will NOT reimburse for more than the maximum allowable lodging rate per night as listed in IRS Publication 1542 Per Diem Rate Tables, without prior written approval by a Department Director.
2. Employee or support staff should shop available rates from at least three hotels to assure the lowest available rate.
3. Hotel reservations should be guaranteed on an appropriate credit card (See Section 3, line 4 above). It is the employee's responsibility to cancel hotel reservations within
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the hotel cancellation policy time frame. This can be done by contacting the hotel directly. You must obtain a cancellation number when canceling a hotel reservation. The company will not reimburse hotel "no-show" fees, unless approved by a Department Director.
Meals and Entertainment
1. Gilda's Club Desert Cities will reimburse for meals while on company business at the following recommended rates:
Breakfast $12.00 Tax and tip included
Lunch $17.00 Tax and tip included
Dinner $27.00 Tax and tip included
Receipts must be provided for any meal expense over $8.00. Meal reimbursement maximums are for individual meals and are not cumulative per day and do not carry over to other meals. In certain cities, under certain circumstances, it may be necessary to exceed the above maximums. However, Gilda's Club Desert Cities will NOT reimburse for more than the maximum allowable M&IE rate per day as listed in IRS Publication 1542 Per Diem Rate Tables.
2. Entertainment expenses are reimbursable only with Department Director approval, and must meet the following conditions:
a. The employee's specific assignment requires the entertainment of the company's donors or potential donors, or others as appropriate.
b. The entertainment expense is fully receipted (original receipts required).
c. Expenses are authorized by the employee's Department Director.
d. The persons entertained, the place and the purpose of the entertainment must be clearly specified on the accounting voucher.
e. Gratuities should normally be in the rage of 15-18% of the cost of the services provided. If the quality of services is exceptional, a gratuity up to a maximum of 20% may be considered.
It should be noted that gratuities must always be calculated before sales tax is applied. A single gratuity will not exceed $50.00.
Non-reimbursable expenses include, but are not limited to: alcoholic beverages, airline club dues, rental car club membership fees, airline headset rental, in-room movies, fines for traffic violations, insurance on life or personal property while traveling, purchase of clothing and/or other personal items, expenses for family, child, pet, home and property
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care while on a trip.
Note: For employee safety and well-being, it is recommended that employees refrain from drinking alcoholic beverages while traveling on company business.
Laundry Service
Actual and reasonable laundry expenses will be reimbursed. Receipts must be provided. This applies only after the employee has been away from home for five (5) consecutive days, or if the trip has been unexpectedly extended.
Expense Reporting
The following conditions apply when submitting expense reports:
1. Actual and reasonable expenses are reimbursed in accordance with the provisions of this policy.
2. Employee must submit expense reports during the week after incurring the expenses, or upon returning to the office, whichever is sooner.
3. Include the following items in, or attached to, the expense report when submitting it for payment:
a. Copy of Travel Authorization form signed by Department Director (not applicable to Department Directors and above).
b. Original or carbon copies of receipts for meal, lodging, air or auto transportation, tolls, gasoline, and any other business expenses over $8.00.
c. Explanation of any deviation from policy, unauthorized vendors, lodging or transportation, and/or charges submitted "in lieu of" direct reimbursable expenses.
d. Check made payable to the company, if repayment of travel advance is due.
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International Travel Expenses
1. All international travel must be approved in advance by the President of the Board of Directors.
2. Expense reports must be completed in U.S. currency, during the week after returning to the office. It is best to convert foreign money to U.S. currency at the airport when departing a foreign airport.
3. When preparing expense reports, convert foreign expenditures to U.S. currency as follows:
a. Use the foreign exchange rate printed on the bank exchange receipts for cash expenditures. Attach exchange receipts to the expense report.
b. Average the exchange rates when U.S. currency is changed to foreign currency more than once in the same country. For example:
I. Credit card charges will show actual exchange rates on the monthly bill. Upon receiving the bill for a foreign trip (this actually takes one to three months), add up the foreign charges in U.S. currency and compare this to the amount submitted on your expense report. Submit a new expense report, with credit card billing documents attached, showing the total difference as either "due employee" or "due company".
c. Employees will be reimbursed for expenses on regular pay days. In order for this to occur employee must have submitted expense report to Accounting Department at least 7 working days prior to the next regular pay day.
Policy Approved by the Gilda's Club Desert Cities Board of Directors June 8, 2009.
Employee Protection (Whistleblower) Policy
General
Gilda's Club Desert Cities requires trustees, directors, officers, employees, and volunteers to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As representatives of the organization, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.
Reporting Responsibility
It is the responsibility of all trustees, directors, officers, employees, and volunteers to observe ethical standards, and to report violations or suspected violations in accordance with this Whistleblower Policy.
No Retaliation
No trustee, director, officer, employee, or volunteer who in good faith reports a violation shall suffer harassment, retaliation or adverse employment consequence, regardless of whether or not the report is sustained. Anyone who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns within the organization prior to seeking resolution outside the organization.
Reporting Violations
If anyone reasonably believes that some policy, practice or activity of Gilda's Club Desert Cities is in violation of law, or a clear mandate or public policy, a written complaint must be filed with the Executive Director, who shall be responsible for investigating all allegations concerning violation, and making recommendations to Gilda's Club Desert Cities Board of Directors. For suspected fraud, or when you are not satisfied or uncomfortable with following the organization's open door policy, individuals should contact the President of the Gilda's Club Board of Director's directly.
Accounting and Auditing Matters
The Audit Committee of the Board of Directors shall address all reported concerns or complaints regarding organization accounting practices, internal controls or auditing. Gilda's Club Desert Cities President of the Board of Directors shall immediately notify
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the Audit Committee of any such complaint and work with the committee until the matter is resolved.
Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation of unethical behavior must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.
Confidentiality
Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
Handling of Reported Violations
The Board President or Executive Director will notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.
My signature below indicates my receipt and understanding of this policy. I also verify that I have been provided with an opportunity to ask questions about the policy.
Employee Signature Date
Policy Approved by the Gilda's Club Desert Cities Board of Director's on June 8, 2009.
Document Management Policy
Accounts payable ledgers and schedules: 10 years
Accounts receivable ledgers and schedules: 10 years
Audit reports of accountants: Permanently
Bank statements: 10 years
Capital stock and bond records: ledgers, transfer payments, stubs showing issues, record of interest coupon, options, etc.: Permanently
Cash books: 10 years
Checks (canceled, with exception below): 10 years
Checks (canceled, for important payments; i.e., taxes, purchase of property, special contracts, etc.[checks should be filed with the papers pertaining to the underlying transaction]): Permanently
Contracts and leases (expired): 10 years
Contracts and leases still in effect: Permanently
Correspondence, general: 4 years
Correspondence (legal and important matters): Permanently
Depreciation schedules: 10 years
Duplicate deposit slips: 10 years
Employee personnel records (after termination): 7 years
Employment applications: 3 years
Expense analyses and expense distribution schedules (includes allowance and reimbursement of employees, officers, etc., for travel and other expenses: 10 years
Financial statements (end-of-year): Permanently
Insurance policies (expired): Permanently
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Insurance records, current accident reports, claims, policies, etc.: Permanently
Internal reports, miscellaneous: 3 years
Inventories of products, materials, supplies: 10 years
Invoices to customers: 10 years
Invoices from vendors: 10 years
Journals: 10 years
Minute books of Board of Directors, including Bylaws and Articles of Incorporation: Permanently
Payroll records and summaries, including payments to pensioners: 10 years
Purchase orders: 3 years
Sales records: 10 years
Scrap and salvage records: 10 years
Subsidiary ledgers: 10 years
Tax returns and worksheets, revenue agents' reports, and other documents relating to determination of tax liability: Permanently
Time sheets and cards: 10 years
Voucher register and schedules: 10 years
Warning: All permitted document destruction shall be halted if Gilda's Club Desert Cities is being investigated by a governmental law enforcement agency, and routine destruction shall not be resumed without the written approval of legal counsel or the Executive Director.
Policy Approved by the Gilda's Club Desert Cities Board of Directors on June 8, 2009.
Conflict of Interest Policy
Gilda's Club Desert Cities
Conflict of Interest Policy
Article I, Purpose
The purpose of the Conflict of Interest Policy is to protect the Gilda's Club Desert Cities' (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or trustee of the Organization or might result in a possible excess benefit transaction to such party. 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.
Article II, Definitions
1. Interested Person - Any trustee, principal officer, member of a committee with governing board delegated powers, or key staff member who has a direct or indirect financial interest, as defined below, is an interested person.
2. Covered Transactions - This policy applies to transactions between the Organization and an interested person, or between the Organization and another party with which an interested person has a significant relationship, or between another party and the interested person if the transaction could reasonably be expected to impact the Organization, or any two or more interested persons.
An interested person is considered to have a significant relationship with another party if:
a. The other party is a family member, including a spouse, parent, sibling, child, stepchild, grandparent, grandchild, great-grandchild, in-law, or domestic partner;
b. The other party is an entity in which the interested person has a material financial interest. This includes entities in which the interested person and all individuals or entities having significant relationships with the interested person own, in the aggregate, more than 10 percent; or
c. The interested person is an officer, trustee, director, partner, or employee of the other party.
A covered transaction also includes any other transaction in which there may be an actual or perceived conflict of interest, including any transaction in which the interests of an interested person may be seen as competing or at odds with the interests of the Organization.
3. Financial Interest - A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
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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.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
4. Business Relationship - Any trustee, principal officer, member of a committee with governing board delegated powers, or key staff member who has a direct or indirect financial interest with any other trustee, principal officer, member of a committee with governing board delegated powers, or key staff member is said to have a business relationship.
A business relationship is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a business relationship may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Article III, 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/or business relationship and be given the opportunity to disclose all material facts to the trustees and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. 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 governing 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.
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3. Procedures for Addressing the Conflict of Interest -
a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing 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 governing board or committee shall determine whether the Organization 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.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested trustees whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy -
a. If the governing board or committee has reasonable cause to believe 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 member's response and after 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.
Article IV, Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
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a. The names of the persons 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 acti8on taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Article V, Compensation
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Article VI, Annual Statements
Each trustee, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflict of interest policy
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands 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.
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Article VII, Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, reviews shall be conducted by the board of trustees on an annual basis. Such reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm's length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization'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.
Article VIII, Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization 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.
Pledge of Personal Commitment
As a member of the Gilda's Club Desert Cities Board of Directors,
I, , am committed to Gilda's Club's goal to establish and maintain the highest level of public confidence in its accountability. I have personally committed to follow the standards set out below, which represent Gilda's Club Desert Cities' conflict of interest policies:
I will conduct my activities with the Gilda's Club Desert Cities Board of Directors so that I do not advance or protect my own interests, or the private interests of others with whom
I have a relationship, in a way that is detrimental to the interests of, or to the fundamental mission of, Gilda's Club Desert Cities.
In every instance in which I represent Gilda's Club Desert Cities, I will conduct my activities in a manner to best promote the interests of Gilda's Club.
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In all matters that come before the Board of Directors for a vote that may favorably impact my own financial interests, or the private interests of others with whom I have a financial or business relationship, or any organization of which I am a part, I will reveal that relationship and abstain from a vote in the matter.
When a conflict of interest arises, or when a potential conflict of interest emerges, I will promptly disclose that conflict, or potential conflict, to the President of the Gilda's Club Desert Cities Board of Directors and seek a resolution of that issue.
I acknowledge that I have received a copy of the Gilda's Club Desert Cities Conflict of Interest Policy.
Entered into on this the day of , 2009.
Member, Board of Directors
Gilda's Club Desert Cities
Policy Approved by the Gilda's Club Desert Cities Board of Directors on June 8, 2009.
Compensation Review Policy
In compliance with Internal Revenue Service guidelines for approval of senior management compensation, the Board of Directors of Gilda's Club Desert Cities ("GCDC") will abide by the following review and approval guidelines.
Individuals Subject to this Policy (defined as "Covered Individuals"):
· Chief Employed Executives: The individual or individuals who have the ultimate responsibility for implementing the decisions of GCDC's governing body or for supervising the management, administration, or operations of GCDC, including GCDC's top management official and top financial official. If this ultimate responsibility resides with two or more individuals who may exercise such responsibility in concert or individually, then each individual should be included.
· Key Employees: Individuals who are not a Chief Employed Executive of GCDC, but who meet all the following criteria:
1. $150,000 Threshold. The individual receives reportable compensation[1] from GCDC and all related organizations in excess of $150,000[2] for the calendar year or within GCDC's tax year;
2. Responsibility Criteria. The individual:
a. has responsibilities, power or influence over GCDC as a whole that is similar to those of officers, directors, or trustees; or
b. manages a discrete segment or activity of GCDC that represents 10% or more of the activities, assets, income, or expenses of the organization, as compared to the organization as a whole; or
c. has or shares authority to control or determine 10% or more of GCDC's capital expenditures, operating budget, or compensation for employees.
3. Top 20 Limitation. In addition to meeting the $150,000 threshold[3] and the Responsibility Criteria, the individual is one of the top 20 most highly
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compensated employees (including all income from GCDC and related organizations) for the calendar year ending with or within GCDC's calendar year.
Procedure for Approving Compensation
In reviewing and approving the compensation of any Covered Individuals, GCDC's Board of Directors, or a delegated committee of the Board (referred to as the "Compensation Committee" below), will utilize the following process:
1. Impartial Decision Makers. The compensation arrangement must be approved in advance (before any payment is made) by the Compensation Committee of GCDC composed entirely of individuals who do not have a conflict of interest with respect to the compensation arrangement (example: neither the executive whose compensation is being determined nor any of his/her family members may be present during the discussion/debate or participate in the vote).
2. Comparability Data. When the Compensation Committee is considering compensation to Covered Individuals, it must rely on comparability data that demonstrate the fair market value of the compensation in request. For example, when crafting compensation packages, the Compensation Committee must secure data that documents compensations levels for similarly qualified individuals in like positions at like organizations. This data may include the following:
a. expert compensation studies by independent firms;
b. written job offers for positions at similar organizations;
c. documented telephone calls about similar positions at both non-profit and for-profit organizations; and
d. information obtained from the IRS Form 990 filings of similar organizations.
3. Concurrent Documentation. The Compensation Committee must document how it reached decisions, including the data on which it relied. To qualify as concurrent documentation, written or electronic records of the Compensation Committee (such as meeting minutes) must note:
a. the terms of the compensation and the date it was approved;
b. the members of the Compensation Committee who were present during the debate on the compensation that was approved and those who voted on it;
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c. the comparability data obtained and relied upon and how the data were obtained; and
d. any actions taken with respect to consideration of the compensation by anyone who is otherwise a member of the Compensation Committee but who had a conflict of interest with respect to the decision on the compensation.
Policy Approved by the Gilda's Club Desert Cities Board of Directors on June 8, 2009.
[1] Compensation that is reported on Form W-2, Box 5, or in Box 1 if the employee's compensation is not reported in Box 5, or Form 1099-MISC, Box 7, filed for the calendar year ending with or within GCDC's tax year.
[2] An organization that stands in one or more of the following relationships to the filing organization: (1) Parent - an organization that controls the filing organization; (2) Subsidiary - an organization controlled by the filing organization; (3) Supporting/Supported - an organization that is (or claims to be) at any time during the organization's tax year (i) a supporting organization of the filing organization within the meaning of Section 509(a)(3), if the filing organization is a supported organization within the meaning of Section 509(f)(3), or (ii) a supported organization, if the filing organization is a supporting organization.
[3] The $150,000 and $150,000 threshold are subject to increase and subsequent modification by the Internal Revenue Service guidelines.
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