2012-11-06T18:00:10-06:00 2012-06-30 CROWE HORWATH LLP 70 West Madison Street Suite 700 Chicago IL 606024903 990 2011-07-01 361054078 THE EXECUTIVES' CLUB OF CHICAGO EXEC 3122633500 8 South Michigan Avenue CHICAGO IL 60603 MELISSA BEAN 2012-11-15 true Geralyn Hurd P00933422 3128997000 2011 2016-02-24 21:20:13Z MELISSA BEAN 8 SOUTH MICHIGAN AVENUE Chicago IL 60603 4351062 false X WWW.EXECUTIVESCLUB.ORG X 1911 IL THE EXECUTIVES' CLUB OF CHICAGO IS A FORUM FOR BUSINESS, CIVIC, AND ACADEMIC LEADERS TO EXCHANGE BEST PRACTICES. FOUNDED IN 1911, THE CLUB IS ONE OF THE OLDEST AND MOST RESPECTED BUSINESS ORGANIZATIONS IN THE COUNTRY. (SEE SCH O FOR CONTINUATION) 40 39 25 59 0 0 43549 0 3613108 4334351 1142 -13774 4265 14403 3662064 4334980 0 0 0 0 1948018 1679413 0 0 0 2626140 2484305 4574158 4163718 -912094 171262 1212082 1104305 1021661 742622 190421 361683 X THE EXECUTIVES' CLUB OF CHICAGO SERVES THE MIDWEST BY PROVIDING INFORMATION AND RESOURCES NEEDED TO ESTABLISH EFFECTIVE GLOBAL PARTNERSHIPS, ENHANCE INTELLECTUAL EXCHANGE, DEVELOP FUTURE DIVERSE BUSINESS AND CIVIC LEADERS, AND PROMOTE CHICAGO AS A WORLD CLASS BUSINESS CENTER. CONTINUED IN SCHEDULE O. false false ONE OF THE NATION'S PREMIER SPEAKERS FORUMS, THE EXECUTIVES' CLUB'S GLOBAL LEADERS LUNCHEONS PROVIDE CLUB MEMBERS AND GUESTS WITH UNPRECEDENTED ACCESS TO THE POLITICAL, POLICY, CORPORATE, AND INSTITUTIONAL LEADERS WHOSE EXPERTISE, INSIGHTS, AND EXPERIENCE SHAPE THE GLOBAL BUSINESS CLIMATE. HELD SEPTEMBER THROUGH JUNE, THESE DYNAMIC LUNCHEONS TARGET A DIVERSE RANGE OF INDUSTRIES AND EXPLORE TOPICS CHOSEN FOR THEIR RELEVANCE TO CURRENT GLOBAL BUSINESS AND ECONOMIC TRENDS. GLOBAL LEADERS LUNCHEONS REGULARLY ATTRACT AUDIENCES OF 800-1,800, DRAWN FROM CHICAGO LAND'S C-SUITE EXECUTIVES, SENIOR PROFESSIONALS, AND EMERGING LEADERS. LAUNCHED IN 2004, THE EXECUTIVES' CLUB'S QUARTERLY WOMEN'S LEADERSHIP BREAKFASTS HAVE BECOME CHICAGO'S LARGEST SPEAKERS' FORUM DEDICATED TO THE NEEDS AND INTERESTS OF BUSINESS AND PROFESSIONAL WOMEN. THESE BREAKFAST PROGRAMS REGULARLY ATTRACT 1,100-1,200 PEOPLE - PRIMARILY WOMEN - FOR PANEL DISCUSSIONS AMONG REMARKABLE WOMEN WHO ARE ROLE MODELS OF SUCCESS. EACH BREAKFAST IS ORGANIZED AROUND A THEME RELEVANT TO WOMEN FROM DIVERSE FIELDS, AND SPEAKERS ARE SELECTED FOR THEIR CAPACITY TO IMPART LESSONS OF VALUE TO WOMEN AT VARYING STAGES IN THEIR CAREERS. AT QUARTERLY BREAKFASTS, THE EXECUTIVES' CLUB INTRODUCES THE CHICAGO BUSINESS COMMUNITY TO CEOS WHO HAVE RECENTLY TAKEN THE HELM OF MULTINATIONAL CORPORATIONS HEADQUARTERED IN THE METROPOLITAN AREA OR WHO HAVE RECENTLY RELOCATED THEIR COMPANIES TO THE WINDY CITY. NOT ONLY DO THE CHICAGO CEO BREAKFASTS SHOWCASE THE INNOVATIVE STRATEGIES ON WHICH THESE TALENTED CEOS RELY TO REMAIN COMPETITIVE, THEY ALSO HELP BUILD AND MAINTAIN A SENSE OF COMMUNITY, EVEN AS THAT COMMUNITY GROWS AND CHANGES. false false false false false false false false false false true false false false true true true false false false false false false false false false false false false true false false false false false false false false false false false false false false false true 14 0 true 25 true false false false false false false X 40 39 false false false false true true false true true false false true true true true true true true false false X Melissa Bean 3122633500 8 SOUTH MICHIGAN AVENUE STE 320 CHICAGO IL 60603 CARL E VANDER WILT 1.00 X X 0 0 0 DAVID B SPEER 1.00 X X 0 0 0 DAVID W NELMS 3.00 X X 0 0 0 DEBORAH L DEHAAS 1.00 X X 0 0 0 GREGORY Q BROWN 1.00 X X 0 0 0 ILENE S GORDON 1.00 X X 0 0 0 JOHN J CONROY JR 1.00 X X 0 0 0 MELISSA L BEAN 40.00 X X 269230 0 12570 ADAM J GUTSTEIN 1.00 X 0 0 0 ANA DUTRA 1.00 X 0 0 0 ANNE PRAMAGGIORE 1.00 X 0 0 0 AYLWIN B LEWIS 1.00 X 0 0 0 CHRIS CURTIS 1.00 X 0 0 0 COLIN DYER 1.00 X 0 0 0 CONNIE LINDSEY 1.00 X 0 0 0 CRAIG J DUCHOSSOIS 1.00 X 0 0 0 CRAIG S DONOHUE 1.00 X 0 0 0 DAVID HANFLAND 1.00 X 0 0 0 DAVID P STORCH 1.00 X 0 0 0 DAVID W FOX JR 1.00 X 0 0 0 DEBRA CAFARO 1.00 X 0 0 0 DONALD SOUTHWELL 1.00 X 0 0 0 ELLEN COSTELLO 1.00 X 0 0 0 GAIL K BOUDREAUX 1.00 X 0 0 0 GREG C CASE 1.00 X 0 0 0 GREGG SHERRILL 1.00 X 0 0 0 J ERIK FYRWALD 1.00 X 0 0 0 JAY HENDERSON 1.00 X 0 0 0 JOHN R ETTELSON 1.00 X 0 0 0 JOHN W ESTEY 1.00 X 0 0 0 LARRY D RICHMAN 1.00 X 0 0 0 MANUEL SANCHEZ 1.00 X 0 0 0 MARK THIERER 1.00 X 0 0 0 MARTIN P SLARK 1.00 X 0 0 0 P CODY PHIPPS 1.00 X 0 0 0 PAUL A LAUDICINA 1.00 X 0 0 0 QUINTIN PRIMO III 1.00 X 0 0 0 RICHARD S PRICE 1.00 X 0 0 0 ROBERT L PARKINSON JR 1.00 X 0 0 0 SCOTT C SWANSON 1.00 X 0 0 0 THOMAS J QUINLAN III 1.00 X 0 0 0 THOMAS RICKETTS 1.00 X 0 0 0 TOM RICHARDS 1.00 X 0 0 0 TONISE PAUL 1.00 X 0 0 0 W ROBERT REUM 1.00 X 0 0 0 WILLIAM J DOYLE 1.00 X 0 0 0 CINDY DIEHL YANG 40.00 X 115305 0 10047 KATHRYN KRIVY 40.00 X 112932 0 237 MARY MACLAREN 40.00 X 145117 0 5902 KAARINA KOSKENALUSTA 0.00 X 531252 0 0 1173836 0 28756 5 true true false SOUND INVESTMENT 1438 W KINZIE SUITE 200 CHICAGO IL 60622 AUDIO/VISUAL FOR PROGRAMS 309798 1 0 MEETINGS & CONFERENCES 2977961 2977961 MEMBER DUES 983390 983390 SPONSORSHIP INCOME 373000 373000 0 0 0 0 4334351 2308 2308 0 0 0 0 0 16082 0 -16082 -16082 -16082 0 0 0 OTHER INCOME 14403 14403 0 0 0 0 14403 4334980 4348754 0 -13774 0 452089 0 1008410 13330 0 205584 0 0 77295 0 0 0 131265 487686 118378 48239 126740 123599 730417 36990 4922 CENTENNIAL EXPENSE 318837 AUDIO VISUAL 253721 PUBLIC RELATIONS & PHOTOGRAPHY 15519 DUES & SUBSCRIPTIONS 4184 6513 4163718 0 0 0 541655 294946 383253 559430 83991 73886 77426 47097 169787 40967 117755 128820 0 0 0 0 8002 126 1212082 1104305 526986 301943 458974 397532 35701 43147 1021661 742622 X 190421 361683 190421 361683 1212082 1104305 171262 0 X true true true X false 0 0 0 169787 40967 128820 0 128820 0 DEFERRED RENT ABATEMENT 0 43147 43147 4334980 4163718 171262 0 0 171262 4334980 0 0 4334980 0 0 4334980 4163718 0 0 4163718 0 0 4163718 FIN 48 (ASC 740) footnote Schedule D, Part X, Line 2 INCOME TAXES: THE EXECUTIVES' CLUB OF CHICAGO IS A NON-PROFIT ORGANIZATION AND QUALIFIES UNDER SECTION 501 (C)(6) OF THE INTERNAL REVENUE CODE FOR TAX-EXEMPT STATUS. THE CLUB FOLLOWS ACCOUNTING STANDARDS APPLICABLE TO UNCERTAIN INCOME TAX POSITIONS. NO PROVISION HAS BEEN MADE FOR INCOME TAXES IN THE ACCOMPANYING FINANCIAL STATEMENTS, AS THE CLUB HAS HAD NO UNRELATED BUSINESS INCOME. MANAGEMENT BELIEVES THE CLUB HAS NO MATERIAL UNRECOGNIZED INCOME TAX BENEFITS, INCLUDING ANY POTENTIAL LOSS OF ITS TAX-EXEMPT STATUS. THE CLUB RECOGNIZES INTEREST AND PENALTIES RELATED TO UNRECOGNIZED TAX BENEFITS IN INTEREST AND INCOME TAX EXPENSE, RESPECTIVELY. THE CLUB RECOGNIZED AND ACCRUED NO AMOUNTS FOR INTEREST OR PENALTIES AS OF AND FOR THE YEAR ENDED JUNE 30, 2012 OR 2011. THE CLUB HAS NOT BEEN EXAMINED BY ANY TAX JURISDICTION. THE CLUB IS NO LONGER SUBJECT TO EXAMINATION BY THE FEDERAL OR STATE TAXING AUTHORITIES FOR YEARS BEFORE THE YEAR ENDED JUNE 30, 2009. THE CLUB DOES NOT EXPECT THE TOTAL AMOUNT OF UNRECOGNIZED TAX BENEFITS TO SIGNIFICANTLY CHANGE IN THE NEXT 12 MONTHS. X X X true false false MELISSA L BEAN 269230 0 0 0 0 0 12395 0 175 0 281800 0 0 0 MARY MACLAREN 145117 0 0 0 0 0 0 0 5902 0 151019 0 0 0 KAARINA KOSKENALUSTA 0 0 0 0 531252 0 0 0 0 0 531252 0 0 0 Severance or change-of-control payment Schedule J, Part I, Line 4a KAARINA KOSKENALUSTA, FORMER PRESIDENT & CEO - $531,252 ORGANIZATION'S MISSION AND MOST SIGNIFICANT ACTIVITIES: FORM 990, PART I, LINE 1 THE CLUB SERVES THE COMMUNITY BY PROVIDING RESOURCES NEEDED TO ESTABLISH EFFECTIVE GLOBAL PARTNERSHIPS, ENHANCE INTELLECTUAL EXCHANGE, DEVELOP FUTURE DIVERSE BUSINESS LEADERS AND PROMOTE CHICAGO AS A WORLD CLASS BUSINESS CENTER. ORGANIZATION'S MISSION FORM 990, PART III, LINE 1 THE EXECUTIVES' CLUB OF CHICAGO SERVES THE MIDWEST BY PROVIDING INFORMATION AND RESOURCES NEEDED TO ESTABLISH EFFECTIVE GLOBAL PARTNERSHIPS, ENHANCE INTELLECTUAL EXCHANGE, DEVELOP FUTURE DIVERSE BUSINESS AND CIVIC LEADERS, AND PROMOTE CHICAGO AS A WORLD CLASS BUSINESS CENTER. THE EXECUTIVES' CLUB IS ONE OF THE NATION'S OLDEST AND LEADING BUSINESS FORUMS FOR THOUGHT LEADERSHIP, EDUCATION, AND BEST BUSINESS PRACTICES. OFFERING MORE THAN 60 PROGRAMS A YEAR, MEMBERS AND THEIR GUESTS ENJOY A RICH MIX OF OPTIONS FOR PROFESSIONAL RELATIONSHIP BUILDING, CLIENT CONNECTION BUILDING, AND PERSONAL ENRICHMENT. BRANDED TO MEET THE VARIOUS NEEDS OF OUR MEMBERS, THESE PROGRAMS ARE OFTEN PRESENTED IN A SERIES THROUGHOUT THE SEASON: -GLOBAL LEADERS LUNCHEONS -CHICAGO CEO BREAKFASTS -TECHNOLOGY CONFERENCES -WOMEN'S LEADERSHIP PROGRAMS -NEW LEADERS CIRCLE PROGRAMS -CIVIC AFFAIRS AND OTHER COMMITTEE PROGRAMS -GLOBAL CONFERENCES -RECEPTIONS THE MEMBERS OF THE EXECUTIVES' CLUB OF CHICAGO INCLUDE SENIOR-LEVEL EXECUTIVES; UP-AND-COMING YOUNG LEADERS; PROFESSIONALS AND ENTREPRENEURS OF LARGE AND SMALL LOCAL, NATIONAL, AND MULTINATIONAL CORPORATIONS; LEADERS OF UNIVERSITIES; STATE AND CITY GOVERNMENT OFFICIALS; AND FOREIGN DIGNITARIES. CLUB MEMBERS ARE LEADERS IN 25 MAJOR INDUSTRY SECTORS INCLUDING BUT NOT LIMITED TO: FINANCE, TECHNOLOGY, MANUFACTURING, HEALTHCARE, INSURANCE, RETAIL, COMMUNICATIONS, AND PROFESSIONAL SERVICES. ECC'S CORE OBJECTIVES ARE TO: -PROMOTE DISCUSSION ON ISSUES OF REGIONAL, NATIONAL, AND GLOBAL IMPORTANCE TO THE BUSINESS COMMUNITY; -PROVIDE A FORUM FOR SHARING OF BEST BUSINESS PRACTICES; -PROVIDE SHARED EXPERIENCES FOR A HIGHLY DIVERSE SET OF EXECUTIVES AND PROFESSIONALS FROM THE CHICAGO BUSINESS COMMUNITY; -DEVELOP DIVERSE GLOBAL AND CIVIC MINDED BUSINESS LEADERS; AND -PROMOTE CHICAGO AS A WORLD CLASS BUSINESS CENTER. Classes of members or stockholders Form 990, Part VI, Section A, Line 6 THE ORGANIZATION HAS MULTIPLE CLASSES OF MEMBERS, INCLUDING BUT NOT LIMITED TO: -CORPORATE MEMBERS -INDIVIDUAL MEMBERS -NEW LEADER MEMBERS -DIPLOMATIC CORPS MEMBERS -GOVERNMENTAL AGENCY MEMBERS -NOT-FOR-PROFIT MEMBERS -RETIRED MEMBERS -NON-RESIDENT MEMBERS -VETERAN MEMBERS -HONORARY MEMBERS -LIFE-SERVICE MEMBERS EACH CLASS OF MEMBERS, OTHER THAN RETIRED MEMBERS, NON-RESIDENT MEMBERS AND HONORARY MEMBERS, IS ENTITLED TO VOTING RIGHTS WITH RESPECT TO THE ELECTION OF THE BOARD OF DIRECTORS AND ALL OTHER MATTERS ON WHICH THE MEMBERS OF THE ORGANIZATION ARE ENTITLED TO VOTE. THE QUALIFICATIONS AND RIGHTS OF EACH CLASS OF MEMBERS ENTITLED TO VOTING RIGHTS ARE AS FOLLOWS: CORPORATE MEMBERS ARE DIVIDED INTO THREE LEVELS OF CORPORATE MEMBERSHIP: "CORPORATE I" CONSISTS OF SIX EXECUTIVES FROM COMPANIES WITH MORE THAN 200 EMPLOYEES, "CORPORATE II" CONSISTS OF FOUR EXECUTIVES FROM COMPANIES WITH 51 TO 200 EMPLOYEES. "CORPORATE III" CONSISTS OF TWO EXECUTIVES FROM COMPANIES WITH ONE TO 50 EMPLOYEES. INDIVIDUAL MEMBERS ARE DIVIDED INTO TWO LEVELS OF MEMBERSHIP: "INDIVIDUAL MEMBERS I" ARE THOSE MEMBERS WHO ARE NOT OTHERWISE CATEGORIZED IN ONE OF THE OTHER CLASSES OF MEMBERSHIP AND WHO ARE ENTITLED TO ATTEND EIGHT LUNCHEONS, WITHOUT CHARGE, AS PART OF THEIR MEMBERSHIP. "INDIVIDUAL MEMBERS II" ARE THOSE MEMBERS WHO ARE NOT OTHERWISE CATEGORIZED IN ONE OF THE OTHER CLASSES OF MEMBERSHIP AND WHO ARE CHARGED SEPARATELY FOR LUNCHEONS. NEW LEADER MEMBERS ARE THOSE INDIVIDUALS 40 YEARS OF AGE OR YOUNGER UPON APPLICATION FOR MEMBERSHIP AND ARE COMPRISED OF TWO LEVELS OF MEMBERSHIP: "NEW LEADER I" INCLUDES NEW LEADER MEMBERS WHO ARE ENTITLED TO ATTEND FOUR LUNCHEONS AND FOUR NEW LEADER PROGRAMS, WITHOUT CHARGE, AS PART OF THEIR MEMBERSHIP. "NEW LEADER II" INCLUDES NEW LEADER MEMBERS WHO ARE CHARGED SEPARATELY FOR LUNCHEONS. DIPLOMATIC CORPS MEMBERS ARE THOSE DIPLOMATS REPRESENTING FOREIGN NATIONS, WHO ARE NOT RESIDENTS OF CHICAGO OR ITS VICINITY BEFORE BECOMING DIPLOMATS AND WHO ARE NOT CITIZENS OF THE UNITED STATES OF AMERICA. THE MEMBERSHIP CATEGORY ALSO INCLUDES THE CHIEF CONSULAR REPRESENTATIVE OF A FOREIGN NATION WHO IS IN CHARGE OF A CHICAGO CONSULATE OF SUCH A FOREIGN NATION. GOVERNMENTAL AGENCY MEMBERS ARE THOSE HEADS OF UNITED STATES, REGIONAL, STATE, COUNTY, LOCAL OR MUNICIPAL GOVERNMENT AGENCIES, AUXILIARIES AND INSTITUTIONS WHETHER HEADQUARTERED IN WASHINGTON D.C. OR LOCATED IN THE STATE OF ILLINOIS. NOT-FOR-PROFIT MEMBERS ARE PERSONS WHO ARE EXECUTIVES OF INSTITUTIONS, ORGANIZATIONS AND FOUNDATIONS DESIGNATED AS "NON-PROFIT" WHOSE OBJECTIVES SEEK TO REALIZE THE PARTICULAR VALUES WHICH THEY PURPORT TO SERVE. VETERAN MEMBERS ARE THOSE PERSONS WHO HAVE BEEN MEMBERS IN GOOD STANDING FOR A TOTAL PERIOD OF 30 YEARS. VETERAN MEMBERS, UPON MAKING APPLICATION TO, AND WITH THE APPROVAL OF, THE BOARD OF DIRECTORS, ARE ELIGIBLE TO RETAIN FULL MEMBERSHIP UPON PAYMENT OF 50% OF THE REGULAR DUES. AFTER 35 YEARS OF MEMBERSHIP IN THE ORGANIZATION, ALL DUES ARE WAIVED. LIFE-SERVICE MEMBERS ARE THOSE MEMBERS WHO HAVE SERVED AS CHAIR OF THE BOARD OF DIRECTORS OF THE ORGANIZATION WHO, UPON COMPLETION OF SUCH TERM OF OFFICE, AUTOMATICALLY BECOME LIFE-SERVICE MEMBERS AND ARE ENTITLED TO ALL THE PRIVILEGES OF MEMBERSHIP IN THE ORGANIZATION WITHOUT ASSESSMENT OR PAYMENT OF DUES. Members or stockholders electing members of governing body Form 990, Part VI, Section A, Line 7a PLEASE SEE THE NARRATIVE FORM 990, PART VI,SECTION A, LINE 6 Review of form 990 by governing body Form 990, Part VI, Section B, Line 11b THE AUDIT COMMITTEE OF THE ORGANIZATION'S BOARD OF DIRECTORS IS PRIMARILY RESPONSIBLE FOR OVERSEEING THE PREPARATION OF THE ORGANIZATION'S ANNUAL INFORMATION RETURN (FORM 990). A COPY OF THE ORGANIZATION'S ANNUAL INFORMATION RETURN IS PROVIDED TO THE ORGANIZATION'S BOARD OF DIRECTORS FOR REVIEW PRIOR TO THE TIME IT IS FILED WITH THE INTERNAL REVENUE SERVICE. Conflict of interest policy Form 990, Part VI, Section B, Line 12c ANNUALLY THE ORGANIZATION REQUIRES EACH OF THE MEMBERS OF ITS BOARD OF DIRECTORS AND OFFICERS TO CERTIFY COMPLIANCE WITH THE ORGANIZATION'S WRITTEN CONFLICT OF INTEREST POLICY, WHICH REQUIRES DISCLOSURE OF MATERIAL FAMILY OR BUSINESS RELATIONSHIPS INVOLVING THE ORGANIZATION. THE ANNUAL CERTIFICATIONS ARE REVIEWED BY MANAGEMENT OF THE ORGANIZATION AND ANY POTENTIAL CONFLICTS OF INTEREST IDENTIFIED AS PART OF THE ANNUAL CERTIFICATION PROCESS ARE REFERRED TO THE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS FOR EVALUATION AND RESOLUTION. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE MEMBERS OF THE BOARD OR COMMITTEE CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, THE INTERESTED PERSON MUST LEAVE THE MEETING OF THE BOARD OR COMMITTEE WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS WILL DECIDE IF A CONFLICT OF INTEREST EXISTS. AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE MEETING OF THE BOARD OR COMMITTEE AT WHICH THE TRANSACTION OR ARRANGEMENT INVOLVING A POSSIBLE CONFLICT OF INTEREST IS TO BE CONSIDERED, BUT AFTER THE PRESENTATION, THE INTERESTED PERSON MUST LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT. THE BOARD OR COMMITTEE WILL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS OR MEMBERS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE CLUB'S BEST INTEREST, FOR ITS OWN BENEFIT, AND WHETHER IT IS FAIR AND REASONABLE. IN CONFORMITY WITH THE ABOVE DETERMINATION, THE BOARD OR COMMITTEE WILL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT. IF THE BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE AN INTERESTED PERSON HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT WILL INFORM THE INTERESTED PERSON OF THE BASIS FOR SUCH BELIEF AND AFFORD THE INTERESTED PERSON AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF, AFTER HEARING THE INTERESTED PERSON'S RESPONSE AND AFTER MAKING FURTHER INVESTIGATION AS WARRANTED BY THE CIRCUMSTANCES, THE BOARD OR COMMITTEE DETERMINES THE INTERESTED PERSON HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT WILL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. Process used to establish compensation of top management official Form 990, Part VI, Section B, Line 15a THE COMPENSATION PAID TO THE ORGANIZATION'S PRESIDENT/CHIEF EXECUTIVE OFFICER WAS DETERMINED BY THE EXECUTIVE COMMITTEE AND GOVERNANCE COMMITTEE OF THE ORGANIZATION'S BOARD OF DIRECTORS DURING THE 2011 FISCAL YEAR. THE COMPENSATION ARRANGEMENTS RELATING TO THE ORGANIZATION'S PRESIDENT /CHIEF EXECUTIVE OFFICER ARE DETERMINED USING COMPARABILITY DATA FROM OTHER ORGANIZATIONS AND AS WELL AS NONPROFIT SALARY SURVEYS. THE COMPENSATION ARRANGEMENT IS APPROVED BY THE EXECUTIVE COMMITTEE AND GOVERNANCE COMMITTEE OF THE ORGANIZATION'S BOARD OF DIRECTORS AND DOCUMENTED IN A WRITTEN EMPLOYMENT AGREEMENT. PROCESS FOR DETERMINING COMPENSATION FOR OTHER OFFICERS OR KEY EMPLOYEES FORM 990, PART VI, LINE 15B THE ORGANIZATION DOES NOT HAVE ANY OTHER OFFICERS OR KEY EMPLOYEES PER THE IRS' DEFINITION. THEREFORE, FORM 990, PART VI, LINES 15B ARE NOT APPLICABLE AND HAVE BEEN INTENTIONALLY ANSWERED "NO" IN ACCORDANCE WITH THE INSTRUCTIONS TO THE FORM 990. Governing documents, conflict of interest policy and financial statements available to the public Form 990, Part VI, Section C, Line 19 FINANCIAL STATEMENTS, GOVERNING DOCUMENTS, AND CONFLICT OF INTEREST POLICIES ARE NOT REQUIRED DISCLOSURES PURSUANT TO INTERNAL REVENUE CODE (IRC) SECTION 6104. THESE DOCUMENTS ARE NOT AVAILABLE TO THE PUBLIC AT THIS TIME.