Effects of New York Nonprofit Law on New York Charitable Corporations

Size: px
Start display at page:

Download "Effects of New York Nonprofit Law on New York Charitable Corporations"

Transcription

1 June 2014 Effects of New York Nonprofit Law on The Nonprofit Revitalization Act of 2013 ( Act ), many parts of which are effective July 1, will affect New York nonprofit corporations and wholly-charitable trusts as well nonprofit corporations formed in other jurisdictions that are required to register with the state to solicit charitable contributions in New York. The Act represents the first overhaul of New York s not-for-profit corporation law in over 40 years and is intended to reduce unnecessary and outdated burdens on nonprofits while enhancing nonprofit governance and oversight to prevent fraud and improve public trust. Unless otherwise indicated, the effective date of the provisions of the Act is July 1, The governing boards and officers of New York charitable corporations may want to review the governance and operating procedures of the organization with counsel to ensure compliance with the new requirements. Operative Provisions The following provisions of the Act apply to New York charitable corporations. Additional information for underlined terms can be found on page 4 of this alert. Governance, policies, and procedures Provisions of the Act that affect governance, policies, and procedures are as follows: Policies Nonproft corporations must now ensure that their policies are up-to-date. Conflict of Interest Policy The Act requires that every nonprofit corporation and wholly-charitable trust adopt a conflict of interest policy and annual disclosure statement to ensure that an organization s officers, directors, and key employees act in the organization s best interest. The Policy must: (i) define circumstances that constitute a conflict of interest; (ii) provide a procedure for disclosure of a conflict to the audit committee or the board, if there is no audit committee; (iii) prohibit the person with a conflict from being present or participating in the deliberation of the conflict and/or otherwise attempting to influence a vote with respect to the conflict; (iv) require documentation of the existence and resolution of the conflict; and (v) provide procedures for disclosing, addressing, and documenting related party transactions. Organizations that have adopted a Conflict of Interest Policy within the last ten years, based on the IRS model, should be compliant with the law but may want to review the current policy. 2014, Blank Rome LLP. Notice: The purpose of this newsletter is to review the latest developments which are of interest to clients of Blank Rome LLP. The information contained herein is abridged from legislation, court decisions and administrative rulings and should not be construed as legal advice or investment advice or opinion, and is not a substitute for the advice of counsel or an investment adviser. One Logan Square Philadelphia, Pennsylvania

2 Whistleblower Policy Every nonprofit corporation and wholly-charitable trust with 20 or more employees and annual revenue over $1 million is required, under the Act, to adopt a whistleblower policy to protect those who report suspected misconduct from retaliation. Electronic communication (members, governing board, and committees) The Act allows increased use of technology in governance and communication. , electronic signatures, and video conferencing supplant references to telegrams and augment existing rules about the appropriate means of communication for members of the corporation and directors. For example, in lieu of a meeting of members, directors, and committees, a unanimous written consent may be obtained using electronic signatures. The Act defines the term entire board as the total number of directors entitled to vote which the corporation would have if there were no vacancies. If the bylaws provide that the board shall consist of a fixed number of directors, then the entire board shall consist of that number of directors. Where the bylaws provide for a range between a minimum and maximum number of directors, then the entire board shall consist of the number of directors within the range that were elected as of the most recently held election of directors. Chair of the Board An employee of the organization may not serve as chair of the governing board or hold other title with similar responsibilities. (Applicable beginning January 1, 2015) residential address of directors Nonprofit corporations are no longer required to provide the residential addresses of directors. Operations Certain provisions of the Act affect the operation and categorization of the organization. types of nonprofit corporations The Act replaces the current system of four types of nonprofit corporations with a simplified two-type system. The two types of nonprofit corporations under the Act are charitable and non-charitable corporations. Existing nonprofit corporations are not required to file revised organizational documents. Organizations formerly categorized as Type B and C corporations, as well as Type D with a charitable purpose, will be deemed charitable corporations for all purposes. Type A corporations and Type D with a non-charitable purpose will be deemed non-charitable corporations. Change of a purpose or power of a corporation The New York Attorney General, rather than a court, may now approve the change of purpose or power of a nonprofit corporation. If registered with the New York Charities Bureau to solicit charitable funds: Audit procedures: (Applicable beginning July 1, 2014 for organizations that had annual gross revenue of more than $10 million for its last fiscal year that ended before January 1, 2014; if gross revenue is less than $10 million for the same period, applicable beginning January 1, 2015.) Charities required to register to solicit charitable funds in New York, with annual gross revenue in excess of $500,000: Must appoint an audit committee (composed of at least 3 independent directors) or have all of the independent directors on the board perform the duties. Audit committee must: oversee the accounting and financial reporting functions; annually retain or renew an independent auditor; and review the results of the audit, including the management letter, with the independent auditor. Additional requirements for charities required to register to solicit charitable funds in New York, with annual gross revenue in excess of $1,000,000: Blank Rome 2

3 In addition to the duties listed above, the audit committee must: Review with the independent auditor the scope and planning of the audit prior to the audit s commencement. Upon completion of the audit, review and discuss with the independent auditor: any material risks and weaknesses in internal controls identified by the auditor; any restrictions on the scope of the auditor s activities or access to requested information; any significant disagreements between the auditor and management; and the adequacy of the corporation s accounting and financial reporting processes. Annually consider the performance and independence of the independent auditor. If the duties required by this section are performed by an audit committee, report on the committee s activities to the board. Financial reporting with New York Charities Bureau, based on gross revenues: Effective Date Form CHAR 500 Independent CPA s Review Report GAAP/AICPA Compliant Financial Report on Forms Prescribed by the Charities Bureau July 1, 2014 June 30, 2017 <$250,000 >$250,000 <$500,000 >$500,000 July 1, 2017 June 30, 2021 <$250,000 >$250,000 <$750,000 >$750,000 July 1, 2021 <$250,000 >$250,000 <$1,000,000 >$1,000,000 Compensation No person may be present or otherwise participate at a meeting of the governing board or committee deliberating that individual s compensation but the person may present information to the board or committee, as necessary. related party transaction procedures A director, officer, or key employee must disclose, in good faith, material facts regarding any interest in a related party transaction to the governing board or authorized committee addressing such transactions. Prior to entering into a related party transaction, the governing board or authorized committee of a nonprofit corporation or wholly-charitable trust must ensure that the transaction is fair, reasonable, and in the best interest of the organization. No related party may participate in the deliberations or voting on the matter, but may present information to the governing board or authorized committee considering the transaction. The New York Attorney General has authority to bring an action to enjoin, void, or rescind any related party transaction or proposed related party transaction that violates applicable New York law or was otherwise not reasonable or in the best interests of the organization at the time the transaction was approved, or to seek restitution, and the removal of directors or officers. If a related party transaction involves a charitable corporation or trust, in addition to the procedures discussed above, the governing board or authorized committee must (i) consider alternatives to the transaction, if available; (ii) approve the transaction by at least a majority of those present at the board or committee meeting; and (iii) contemporaneously document the basis for approval and alternatives considered. real estate transactions The Act permits nonprofits to conduct routine real estate transactions by a simple majority of the governing board, replacing the two-thirds majority requirement currently in place. Board approval Blank Rome 3

4 of third-party leases is no longer required. The Act retains the requirement that two-thirds of the board approve transactions involving all or substantially all of a corporation s assets if the nonprofit has 20 or fewer directors. sale or disposition of substantially all of the organization s assets Two-thirds of the governing board must approve a transaction involving all or substantially all of a corporation s assets if the nonprofit has 20 or fewer directors. In lieu of receiving court approval to sell all or substantially all of a nonprofit s assets, to merge, or to consolidate, the corporation may petition the New York Attorney General for review. Mergers Mergers may now be approved by the New York Attorney General, rather than a court. DEfined Terms An affiliate of a corporation means any entity controlled by, in control of, or under common control with the corporation. Independent auditor means any certified public accountant performing the audit of the financial statements of a corporation required by Executive Law section 172-b(1). Independent director means a director who: is not, and has not been within the last 3 years, an employee of the corporation or an affiliate of the corporation, and does not have a relative who is, or has been within the last 3 years, a key employee of the corporation or an affiliate of the corporation; has not received, and does not have a relative who has received, in any of the last 3 fiscal years, more than $10,000 in direct compensation from the corporation or an affiliate of the corporation (other than reimbursement for expenses reasonably incurred as a director or reasonable compensation for service as a director); is not a current employee of or does not have a substantial financial interest in, and does not have a relative who is a current officer of or has a substantial financial interest in, any entity that has made payments to, or received payments from, the corporation or an affiliate of the corporation for property or services in an amount which, in any of the last 3 fiscal years, exceeds the lesser of $25,000 or 2% of the entity s consolidated gross revenues. Payment does not include charitable contributions. Key employee means any person who is in a position to exercise substantial influence over the affairs of the corporation, as referenced in the Interna Revenue Code and Treasury Regulations. Factors that tend to demonstrate that a person has substantial influence include: the person s compensation is primarily based on revenues derived from a particular department or function of the corporation and the person manages a discrete segment or activity that represents a substantial portion of the activities, assets, income, or expenses of the corporation, as compared to the corporation as a whole. Related party means: any director, officer, or key employee of the organization or any affiliate of the corporation; any relative of any director, officer, or key employee of the organization or any affiliate of the corporation; or } } any entity in which any individual described above has a 35% or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of 5%. Blank Rome 4

5 Related party transaction means any transaction, agreement, or any other arrangement in which a related party has a financial interest and in which the corporation or any affiliate of the organization is a participant. Relative of an individual means his or her spouse, domestic partner, ancestors, siblings, children, grandchildren, greatgrandchildren, and spouses of siblings, children, grandchildren, and great-grandchildren. Please contact Susan Leahy if you have any questions or would like further guidance on this matter. Tax, Benefits and Private Client Group Co-Practice Group Leader: Lawrence S. Chane Co-Practice Group Leader: Cory G. Jacobs Vice Practice Group Leader: David M. Warren Lawrence J. Beaser Megan Christensen David M. Kuchinos Susan Leahy Michael I. Sanders Blank Rome 5

New York Non-Profit Revitalization Act of 2013 Reforms Governance Rules for Nonprofits

New York Non-Profit Revitalization Act of 2013 Reforms Governance Rules for Nonprofits ` Tax-Exempt Organizations Report July 2014 New York Non-Profit Revitalization Act of 2013 Reforms Governance Rules for Nonprofits Signed into law in the final days of last year, the New York Non-Profit

More information

New York s Non-Profit Revitalization Act of 2013 and Its Impact on Non-Profit Organizations

New York s Non-Profit Revitalization Act of 2013 and Its Impact on Non-Profit Organizations Nonprofit, Charitable and Religious Planning Team To: Our Clients and Friends April 1, 2014 New York s Non-Profit Revitalization Act of 2013 and Its Impact on Non-Profit Organizations At the end of 2013,

More information

nonprofit alert AUTHORS: Lisa M. Hix lmhix@venable.com 202.344.4793 Susan E. Golden sgolden@venable.com 212.370.6254

nonprofit alert AUTHORS: Lisa M. Hix lmhix@venable.com 202.344.4793 Susan E. Golden sgolden@venable.com 212.370.6254 nonprofit alert August 2013 AUTHORS: Lisa M. Hix lmhix@venable.com 202.344.4793 Susan E. Golden sgolden@venable.com 212.370.6254 Kristalyn J. Loson kjloson@venable.com 202.344.4522 Jeffrey S. Tenenbaum

More information

THE NEW YORK NON-PROFIT REVITALIZATION ACT OF 2013 Practical Implications for New York Not-for-Profit Corporations

THE NEW YORK NON-PROFIT REVITALIZATION ACT OF 2013 Practical Implications for New York Not-for-Profit Corporations THE NEW YORK NON-PROFIT REVITALIZATION ACT OF 2013 Practical Implications for New York Not-for-Profit Corporations INTRODUCTION June 2, 2014 The New York Non-Profit Revitalization Act of 2013 (the Act

More information

Governor Cuomo Signs New York Non-Profit Revitalization Act of 2013

Governor Cuomo Signs New York Non-Profit Revitalization Act of 2013 Governor Cuomo Signs New York Non-Profit Revitalization Act of 2013 On Thursday, December 19, Governor Cuomo signed the New York Non-Profit Revitalization Act of 2013 which aims to reduce burdens on the

More information

THE NONPROFITS REVITALIZATION ACT OF 2013 REQUIRES MANY CHANGES FOR NEW YORK NONPROFIT ORGANIZATIONS

THE NONPROFITS REVITALIZATION ACT OF 2013 REQUIRES MANY CHANGES FOR NEW YORK NONPROFIT ORGANIZATIONS March 28, 2014 THE NONPROFITS REVITALIZATION ACT OF 2013 REQUIRES MANY CHANGES FOR NEW YORK NONPROFIT ORGANIZATIONS OVERVIEW The Nonprofits Revitalization Act of 2013, signed into law by Governor Andrew

More information

New York Revises Its Not-for-Profit Corporation Laws

New York Revises Its Not-for-Profit Corporation Laws Client Alert Real Estate If you have questions or would like additional information on the material covered in this Alert, please contact one of the authors: SueLyn Smith Athey Counsel, Washington, D.C.

More information

875 Third Avenue 8 th Floor New York, NY 10022 T: 212-808-0700 F: 212-808-0844

875 Third Avenue 8 th Floor New York, NY 10022 T: 212-808-0700 F: 212-808-0844 875 Third Avenue 8 th Floor New York, NY 10022 T: 212-808-0700 F: 212-808-0844 To: New York Not-For-Profit Corporation Clients and Friends Date: June 9, 2014 Re: Newly Adopted New York Non-profit Revitalization

More information

NEW YORK ENACTS SWEEPING NOT-FOR-PROFIT CORPORATION LAW REFORM

NEW YORK ENACTS SWEEPING NOT-FOR-PROFIT CORPORATION LAW REFORM NEW YORK ENACTS SWEEPING NOT-FOR-PROFIT CORPORATION LAW REFORM On December 18, Governor Cuomo signed the Non-Profit Revitalization Act, an unprecedented sweeping reform of the New York Not-for-Profit Corporation

More information

THE NEW YORK NONPROFIT REVITALIZATION ACT

THE NEW YORK NONPROFIT REVITALIZATION ACT THE NEW YORK NONPROFIT REVITALIZATION ACT February 2014 Krieger & Prager, LLP 2014 MAJOR NEW YORK LAWS AFFECTING NOT FOR PROFIT ORGANIZATIONS NOT FOR PROFIT CORPORATION LAW Adopted 1972 Major Revision

More information

The New York Non-Profit Revitalization Act

The New York Non-Profit Revitalization Act The New York Non-Profit Revitalization Act A Summary and Analysis By Frederick G. Attea and Kelly E. Marks A group of actors and playwrights want to form a new not-for-profit theatre company to produce

More information

THE COOPER UNION FOR THE ADVANCEMENT OF SCIENCE AND ART CONFLICT OF INTEREST POLICY STATEMENT

THE COOPER UNION FOR THE ADVANCEMENT OF SCIENCE AND ART CONFLICT OF INTEREST POLICY STATEMENT THE COOPER UNION FOR THE ADVANCEMENT OF SCIENCE AND ART CONFLICT OF INTEREST POLICY STATEMENT General Policy It has always been and it will continue to be the policy of the Board of Trustees (the Board

More information

CAPACITY BUILDING AND OVERSIGHT BEST PRACTICES

CAPACITY BUILDING AND OVERSIGHT BEST PRACTICES CAPACITY BUILDING AND OVERSIGHT BEST PRACTICES NOT-FOR-PROFIT VENDOR REVIEWS MAYORS OFFICE OF CONTRACT SERVICES 1) Not-for-profit organization has effective and dynamic governance structure a) At least

More information

New York Nonprofit Revitalization Act Frequently Asked Questions

New York Nonprofit Revitalization Act Frequently Asked Questions Amending Corporate Purposes New York Nonprofit Revitalization Act Frequently Asked Questions Dated as of October 20, 2014 Question: How will a not-for-profit corporation amend its Certificate of Incorporation

More information

Exempt Organizations Bulletin

Exempt Organizations Bulletin Exempt Organizations Bulletin SEPTEMBER 2013 NEW YORK NONPROFIT REVITALIZATION ACT CLEARS LEGISLATURE The Nonprofit Revitalization Act of 2013 passed both houses of the New York State Legislature at the

More information

A little about us...

A little about us... 2014 EXEMPT ORGANIZATIONS CONFERENCE The Charities Bureau, the Nonprofit Revitalization Act and Compliance Issues for New York s Not For Profits Laura A. Sprague, Assistant Attorney General Charities Bureau,

More information

New York attorney general offers proposed amendments to state s Not-for-Profit Corporation Law

New York attorney general offers proposed amendments to state s Not-for-Profit Corporation Law MAY 30, 2012 New York attorney general offers proposed amendments to state s Not-for-Profit Corporation Law By Michael J. Cooney, Anita L. Pelletier, and Meghan J. Schubmehl New York Attorney General Eric

More information

New York Nonprofit Revitalization Act of 2013 Frequently Asked Questions

New York Nonprofit Revitalization Act of 2013 Frequently Asked Questions New York Nonprofit Revitalization Act of 2013 Frequently Asked Questions Dated as of March 2016 Table of Contents Amending Corporate Purposes... 2 Applicability... 2 Attorney General Review... 3 Audit

More information

3) To educate policy makers, legislators and the general public about the benefits of a fair and humane immigration policy;

3) To educate policy makers, legislators and the general public about the benefits of a fair and humane immigration policy; 137-139 West 25 th Street 12 th Floor New York, NY 10001 (212) 627-2227 www.thenyic.org STATEMENT OF PURPOSE AND BY-LAWS OF THE NEW YORK IMMIGRATION COALITION, INC. ADOPTED ON OCTOBER 24, 1990 AMENDED

More information

Conflicts of Interest Policies Under the Nonprofit Revitalization Act of 2013

Conflicts of Interest Policies Under the Nonprofit Revitalization Act of 2013 Conflicts of Interest Policies Under the Nonprofit Revitalization Act of 2013 ATTORNEY GENERAL ERIC T. SCHNEIDERMAN Charities Bureau www.charitiesnys.com Guidance Document 2015-4, V. 1.0 Issue date: April

More information

Bylaws of the YWCA USA, Inc.

Bylaws of the YWCA USA, Inc. Bylaws of the YWCA USA, Inc. Effective on June 15, 2002; as amended April 29, 2006; as amended May 3, 2009; as amended April 8, 2011; as amended January 1, 2013; as amended July 1, 2014; as amended June

More information

FANNIE MAE CORPORATE GOVERNANCE GUIDELINES

FANNIE MAE CORPORATE GOVERNANCE GUIDELINES FANNIE MAE CORPORATE GOVERNANCE GUIDELINES 1. The Roles and Responsibilities of the Board and Management On September 6, 2008, the Director of the Federal Housing Finance Authority, or FHFA, our safety

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES As of February 2012 CORPORATE GOVERNANCE GUIDELINES I. Introduction These corporate governance principles have been adopted by the Board of Directors (the Board ) of L-3 Communications Holdings, Inc. (

More information

The size and composition of the Board is to be determined from time to time by the Board itself in an effort to balance the following goals:

The size and composition of the Board is to be determined from time to time by the Board itself in an effort to balance the following goals: AMERICAN INTERNATIONAL GROUP, INC. CORPORATE GOVERNANCE GUIDELINES (Effective March 11, 2015) I. INTRODUCTION The Board of Directors (the Board ) of American International Group, Inc. ( AIG ), acting on

More information

Don t be the Next Domino to Fall in the Not for Profit World!

Don t be the Next Domino to Fall in the Not for Profit World! Don t be the Next Domino to Fall in the Not for Profit World! Board Member Responsibilities and Best Practices for Not-for-Profit Audit Committees Presented by: Ken Berger, President and Chief Executive

More information

Nonprofit Board Members and Senior Management:

Nonprofit Board Members and Senior Management: Nonprofit Board Members and Senior Management: The Office of Attorney General recognizes the vital service that you provide to your community through your work as a board member or senior manager of a

More information

RIGHT FROM THE START: RESPONSIBILITIES of DIRECTORS of N0T-FOR-PROFIT CORPORATIONS

RIGHT FROM THE START: RESPONSIBILITIES of DIRECTORS of N0T-FOR-PROFIT CORPORATIONS RIGHT FROM THE START: RESPONSIBILITIES of DIRECTORS of N0T-FOR-PROFIT CORPORATIONS Attorney General ERIC T. SCHNEIDERMAN Charities Bureau www.charitiesnys.com Guidance Document 2015-6, V. 1.0 Issue date:

More information

Title 13-B: MAINE NONPROFIT CORPORATION ACT

Title 13-B: MAINE NONPROFIT CORPORATION ACT Title 13-B: MAINE NONPROFIT CORPORATION ACT Chapter 7: DIRECTORS AND OFFICERS Table of Contents Section 701. BOARD OF DIRECTORS... 3 Section 702. NUMBER AND ELECTION OF DIRECTORS... 3 Section 703. VACANCIES...

More information

VISUAL RESOURCES ASSOCATION FOUNDATION. A Delaware Nonstock, Nonprofit Corporation ARTICLE 1. OFFICES

VISUAL RESOURCES ASSOCATION FOUNDATION. A Delaware Nonstock, Nonprofit Corporation ARTICLE 1. OFFICES BY-LAWS OF VISUAL RESOURCES ASSOCATION FOUNDATION A Delaware Nonstock, Nonprofit Corporation ARTICLE 1. OFFICES SECTION 1. PRINCIPAL OFFICE The principal office of the Corporation for the transaction of

More information

The Guide to Not-For-Profit Governance 2014

The Guide to Not-For-Profit Governance 2014 The Guide to Not-For-Profit Governance 2014 Title Not-For-Profit Governance and Best Practices 1 New Governance Rules for New York Not-For-Profit Corporations It s Time to Prepare 2 Duties and Liabilities

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF VEEVA SYSTEMS INC. Effective as of March 11, 2015 ARTICLE I PURPOSE

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF VEEVA SYSTEMS INC. Effective as of March 11, 2015 ARTICLE I PURPOSE CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF VEEVA SYSTEMS INC. Effective as of March 11, 2015 ARTICLE I PURPOSE The purpose of the Audit Committee of the Board of Directors of Veeva Systems

More information

Title 24: INSURANCE. Maine Revised Statutes. Chapter 19: NONPROFIT HOSPITAL OR MEDICAL SERVICE ORGANIZATIONS 2308-A. HEALTH INSURANCE AFFILIATES

Title 24: INSURANCE. Maine Revised Statutes. Chapter 19: NONPROFIT HOSPITAL OR MEDICAL SERVICE ORGANIZATIONS 2308-A. HEALTH INSURANCE AFFILIATES Maine Revised Statutes Title 24: INSURANCE Chapter 19: NONPROFIT HOSPITAL OR MEDICAL SERVICE ORGANIZATIONS 2308-A. HEALTH INSURANCE AFFILIATES 1. Definitions. As used in this section, unless the context

More information

BY-LAWS OF GEORGIA PKU CONNECT, INC. EIN # 26-3602983 ARTICLE ONE. General

BY-LAWS OF GEORGIA PKU CONNECT, INC. EIN # 26-3602983 ARTICLE ONE. General BY-LAWS OF GEORGIA PKU CONNECT, INC. EIN # 26-3602983 ARTICLE ONE General Section 1. Introduction. These By-Laws constitute the code of rules adopted by the Board of Directors of Georgia PKU Connect, Inc.

More information

WELLS FARGO & COMPANY CORPORATE GOVERNANCE GUIDELINES

WELLS FARGO & COMPANY CORPORATE GOVERNANCE GUIDELINES WELLS FARGO & COMPANY CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Wells Fargo & Company (the Company ), based on the recommendation of its Governance and Nominating Committee,

More information

BYLAWS OF. Racing Jets Incorporated

BYLAWS OF. Racing Jets Incorporated BYLAWS OF Racing Jets Incorporated ARTICLE I OFFICE AND REGISTERED AGENT Section 1. Principal Office. The principal office of Racing Jets Incorporated (RJI) shall be in the State of Nevada. Section 2.

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES I. Introduction CORPORATE GOVERNANCE GUIDELINES The Board of Trustees of Urban Edge Properties (the Trust ), acting on the recommendation of its Corporate Governance and Nominating Committee, has developed

More information

Nevada. 2. Violation of a duty or standard of conduct imposed on a director or officer of a benefit corporation pursuant to this chapter; or

Nevada. 2. Violation of a duty or standard of conduct imposed on a director or officer of a benefit corporation pursuant to this chapter; or Nevada Section 1 Title 7 of NRS is hereby amended by adding thereto a new chapter to consist of the provisions set forth as sections 2 to 20, inclusive, of this act. Section 2 As used in this chapter,

More information

Fluor Corporation. Corporate Governance Guidelines

Fluor Corporation. Corporate Governance Guidelines Effective: 10/29/14 Supersedes: 02/06/14 Fluor Corporation Corporate Governance Guidelines The Board of Directors of Fluor Corporation (the "Company") has adopted the corporate governance guidelines set

More information

JACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES

JACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES JACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES Role of the Board of Directors The primary responsibilities of the Board of Directors of the Company (the Board ) are oversight, counseling

More information

Corporate Governance Guidelines

Corporate Governance Guidelines Corporate Governance Guidelines The Board of Directors (the Board ) of Och-Ziff Capital Management Group LLC (the Company ) has adopted the following Corporate Governance Guidelines as a framework for

More information

AXALTA COATING SYSTEMS LTD. AUDIT COMMITTEE CHARTER

AXALTA COATING SYSTEMS LTD. AUDIT COMMITTEE CHARTER AXALTA COATING SYSTEMS LTD. AUDIT COMMITTEE CHARTER This Audit Committee Charter was adopted by the Board of Directors (the Board ) of Axalta Coating Systems Ltd., a Bermuda exempted company (the Company

More information

BUSINESS LAW SECTION

BUSINESS LAW SECTION BUSINESS LAW SECTION CORPORATIONS COMMITTEE T HE STATE BAR OF CALIFORNIA 180 Howard Street San Francisco, CA 94105-1639 http://www.calbar.org/buslaw/corporations STATUTORY CLOSE CORPORATIONS LEGISLATIVE

More information

HCA HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES BOARD OF DIRECTORS

HCA HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES BOARD OF DIRECTORS HCA HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES As amended and approved on March 9, 2011 The Board of Directors (the Board ) of HCA Holdings, Inc. (the Company or HCA ) has adopted corporate governance

More information

1BYLAWS OF ARLINGTON ALLIANCE FOR YOUTH, INC. A NON-PROFIT CORPORATION (with amendments 1, 2, & 3)

1BYLAWS OF ARLINGTON ALLIANCE FOR YOUTH, INC. A NON-PROFIT CORPORATION (with amendments 1, 2, & 3) 1BYLAWS OF ARLINGTON ALLIANCE FOR YOUTH, INC. A NON-PROFIT CORPORATION (with amendments 1, 2, & 3) These Bylaws of the Arlington Alliance for Youth, Inc. ( Bylaws ) are subject to, and governed by the

More information

AMENDED BYLAWS OF CAPITAL OF TEXAS PUBLIC TELECOMMUNICATIONS COUNCIL. A NON-PROFIT CORPORATION

AMENDED BYLAWS OF CAPITAL OF TEXAS PUBLIC TELECOMMUNICATIONS COUNCIL. A NON-PROFIT CORPORATION AMENDED BYLAWS OF CAPITAL OF TEXAS PUBLIC TELECOMMUNICATIONS COUNCIL. A NON-PROFIT CORPORATION These Bylaws (referred to as the Bylaws ) govern the affairs of the Capital of Texas Public Telecommunications

More information

AMENDED AND RESTATED BY-LAWS OF BATS EXCHANGE, INC. (a Delaware corporation) ARTICLE I Definitions

AMENDED AND RESTATED BY-LAWS OF BATS EXCHANGE, INC. (a Delaware corporation) ARTICLE I Definitions AMENDED AND RESTATED BY-LAWS OF BATS EXCHANGE, INC. (a Delaware corporation) ARTICLE I Definitions When used in these By-Laws, unless the context otherwise requires, the terms set forth below shall have

More information

BYLAWS OF MATIYA WORLD, INC. A DELAWARE NONPROFIT CORPORATION ARTICLE ONE. 1.1. The name of this corporation shall be Matiya World, Inc.

BYLAWS OF MATIYA WORLD, INC. A DELAWARE NONPROFIT CORPORATION ARTICLE ONE. 1.1. The name of this corporation shall be Matiya World, Inc. BYLAWS OF MATIYA WORLD, INC. A DELAWARE NONPROFIT CORPORATION ARTICLE ONE 1.1. The name of this corporation shall be Matiya World, Inc. 1.2. The corporation is a nonprofit corporation organized for the

More information

Command Center, Inc. CORPORATE GOVERNANCE GUIDELINES

Command Center, Inc. CORPORATE GOVERNANCE GUIDELINES Command Center, Inc. CORPORATE GOVERNANCE GUIDELINES These (the Guidelines ) have been adopted by the Board of Directors of Command Center, Inc., to assist the Board and its committees in the exercise

More information

INTREPID POTASH, INC. CORPORATE GOVERNANCE GUIDELINES

INTREPID POTASH, INC. CORPORATE GOVERNANCE GUIDELINES INTREPID POTASH, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Intrepid Potash, Inc. (the Corporation ) has adopted these Corporate Governance Guidelines as a framework to

More information

BY-LAWS INTERNATIONAL ELECTRONICS MANUFACTURING INITIATIVE, INC. (inemi) A Delaware Nonstock Corporation

BY-LAWS INTERNATIONAL ELECTRONICS MANUFACTURING INITIATIVE, INC. (inemi) A Delaware Nonstock Corporation BY-LAWS OF INTERNATIONAL ELECTRONICS MANUFACTURING INITIATIVE, INC. (inemi) A Delaware Nonstock Corporation ARTICLE I - NAME, OFFICES, AND PURPOSE Section I-1. Name The name of the corporation is the International

More information

Whistleblower Policies Under the Nonprofit Revitalization Act of 2013. Attorney General Eric Schneiderman Charities Bureau www.charitiesnys.

Whistleblower Policies Under the Nonprofit Revitalization Act of 2013. Attorney General Eric Schneiderman Charities Bureau www.charitiesnys. Whistleblower Policies Under the Nonprofit Revitalization Act of 2013 Attorney General Eric Schneiderman Charities Bureau www.charitiesnys.com Guidance Document 2015-5, V. 1.0 Issue date: April 13, 2015

More information

CHEROKEE NATION EDUCATION CORPORATION BYLAWS

CHEROKEE NATION EDUCATION CORPORATION BYLAWS CHEROKEE NATION EDUCATION CORPORATION BYLAWS Article I Name, Location and Purpose 1.1 Name The name of this corporation shall be the Cherokee Nation Education Corporation : DBA Cherokee Nation Foundation

More information

Corporate Governance Guidelines

Corporate Governance Guidelines Corporate Governance Guidelines The following corporate governance guidelines have been approved and adopted by the Board of Directors (the Board ) of Visa Inc. (the Company ), and along with the charters

More information

SOCIETY FOR FOODSERVICE MANAGEMENT FOUNDATION. (a Delaware nonprofit, non-stock corporation) Bylaws ARTICLE I NAME AND PURPOSE

SOCIETY FOR FOODSERVICE MANAGEMENT FOUNDATION. (a Delaware nonprofit, non-stock corporation) Bylaws ARTICLE I NAME AND PURPOSE SOCIETY FOR FOODSERVICE MANAGEMENT FOUNDATION (a Delaware nonprofit, non-stock corporation) Bylaws ARTICLE I NAME AND PURPOSE Section 1.1. Name. The name of the Corporation is Society for Foodservice Management

More information

Internal Controls and Financial Accountability for Not-for-Profit Boards NEW YORK STATE OFFICE. of the ATTORNEY GENERAL.

Internal Controls and Financial Accountability for Not-for-Profit Boards NEW YORK STATE OFFICE. of the ATTORNEY GENERAL. Internal Controls and Financial Accountability for Not-for-Profit Boards NEW YORK STATE OFFICE of the ATTORNEY GENERAL Charities Bureau 120 Broadway New York, NY 10271 (212) 416-8400 www.charitiesnys.com

More information

GREAT PLAINS ENERGY INCORPORATED BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES. Amended: December 9, 2014

GREAT PLAINS ENERGY INCORPORATED BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES. Amended: December 9, 2014 GREAT PLAINS ENERGY INCORPORATED BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES Amended: December 9, 2014 Introduction The Board of Directors (the Board ) of Great Plains Energy Incorporated (the Company

More information

January 29, 2015 1. Role of the Board of Directors ( The Board ) and Director Responsibilities 2. Selection of Chairman 3.

January 29, 2015 1. Role of the Board of Directors ( The Board ) and Director Responsibilities 2. Selection of Chairman 3. January 29, 2015 1. Role of the Board of Directors ( The Board ) and Director Responsibilities The role of the Board is to oversee the management of the Corporation and to represent the interests of all

More information

LIMITED LIABILITY COMPANY AGREEMENT CANTOR EXCHANGE, LLC

LIMITED LIABILITY COMPANY AGREEMENT CANTOR EXCHANGE, LLC LIMITED LIABILITY COMPANY AGREEMENT OF CANTOR EXCHANGE, LLC THE UNDERSIGNED is executing this Limited Liability Company Agreement (this Agreement ) for the purpose of forming a limited liability company

More information

CONFLICTS OF INTEREST AND EXECUTIVE COMPENSATION POLICY. Purpose

CONFLICTS OF INTEREST AND EXECUTIVE COMPENSATION POLICY. Purpose CONFLICTS OF INTEREST AND EXECUTIVE COMPENSATION POLICY Purpose The Board of Directors shall monitor the transactions between NeighborImpact and insiders to ensure that any transaction between the corporation

More information

BYLAWS OF NVM Express, Inc. A Delaware nonprofit corporation

BYLAWS OF NVM Express, Inc. A Delaware nonprofit corporation BYLAWS OF NVM Express, Inc. A Delaware nonprofit corporation 1. OFFICES 1.1 PRINCIPAL OFFICE. The principal office of NVM Express, Inc. (the Corporation or NVMe ) shall be designated by the Board of Directors.

More information

Audit Committee Charter Guidance

Audit Committee Charter Guidance Audit Committee Charter Guidance Provisions of Education Law require the trustees or board of education (board) of most school districts to establish an audit committee to oversee and report to the board

More information

BYLAWS ARIZONA PSYCHOLOGY TRAINING CONSORTIUM. an Arizona nonprofit corporation. ARTICLE I Offices

BYLAWS ARIZONA PSYCHOLOGY TRAINING CONSORTIUM. an Arizona nonprofit corporation. ARTICLE I Offices BYLAWS OF ARIZONA PSYCHOLOGY TRAINING CONSORTIUM an Arizona nonprofit corporation ARTICLE I Offices Section 1. Organization. ARIZONA PSYCHOLOGY TRAINING CONSORTIUM (the "Corporation") is a nonprofit corporation

More information

ONCOR ELECTRIC DELIVERY COMPANY LLC. Page NOMINATION, ELECTION AND SERVICE OF DIRECTORS. 2 DIRECTORS RESPONSIBILITIES.. 2

ONCOR ELECTRIC DELIVERY COMPANY LLC. Page NOMINATION, ELECTION AND SERVICE OF DIRECTORS. 2 DIRECTORS RESPONSIBILITIES.. 2 ONCOR ELECTRIC DELIVERY COMPANY LLC CORPORATE GOVERNANCE GUIDELINES TABLE OF CONTENTS Page NOMINATION, ELECTION AND SERVICE OF DIRECTORS. 2 DIRECTORS RESPONSIBILITIES.. 2 MEETINGS OF THE BOARD AND THE

More information

CHAPTER 2014-254. Committee Substitute for Committee Substitute for House Bill No. 1445

CHAPTER 2014-254. Committee Substitute for Committee Substitute for House Bill No. 1445 CHAPTER 2014-254 Committee Substitute for Committee Substitute for House Bill No. 1445 An act relating to the Citrus County Hospital Board, Citrus County; amending chapter 2011-256, Laws of Florida; authorizing

More information

MONDELĒZ INTERNATIONAL, INC. Corporate Governance Guidelines

MONDELĒZ INTERNATIONAL, INC. Corporate Governance Guidelines MONDELĒZ INTERNATIONAL, INC. Corporate Governance Guidelines A. ROLE AND RESPONSIBILITY OF THE BOARD The Board of Directors (the "Board") primary responsibility is to foster Mondelēz International Inc.

More information

Hawai`i Association for College Admission Counseling CONFLICT OF INTEREST POLICY. As approved by the Executive Board: effective August 29, 2011

Hawai`i Association for College Admission Counseling CONFLICT OF INTEREST POLICY. As approved by the Executive Board: effective August 29, 2011 Hawai`i Association for College Admission Counseling CONFLICT OF INTEREST POLICY As approved by the Executive Board: effective August 29, 2011 ARTICLE I. PURPOSE 1. To protect this tax-exempt organization

More information

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCIENCE APPLICATIONS INTERNATIONAL CORPORATION AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCIENCE APPLICATIONS INTERNATIONAL CORPORATION FIRST: NAME. The name of the Corporation is Science Applications International Corporation. SECOND: ADDRESS.

More information

AUDIT COMMITTEE CHARTER of the Audit Committee of SPANISH BROADCASTING SYSTEM, INC.

AUDIT COMMITTEE CHARTER of the Audit Committee of SPANISH BROADCASTING SYSTEM, INC. AUDIT COMMITTEE CHARTER of the Audit Committee of SPANISH BROADCASTING SYSTEM, INC. This Audit Committee Charter has been adopted by the Board of Directors (the Board ) of Spanish Broadcasting System,

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES As Approved by the Board of Directors on December 6, 2013 Responsibilities of the Board of Directors The Board of Directors, which is elected by the shareholders, is the

More information

CI FINANCIAL CORP. BOARD OF DIRECTORS MANDATE. As of August 4, 2016

CI FINANCIAL CORP. BOARD OF DIRECTORS MANDATE. As of August 4, 2016 CI FINANCIAL CORP. BOARD OF DIRECTORS MANDATE As of August 4, 2016 The Board of Directors of CI Financial Corp. (the Company ) is responsible for the stewardship of the Company and in that regard has the

More information

ALLIED ARTS COUNCIL OF ST. JOSEPH, MO INC. BYLAWS. Article I General

ALLIED ARTS COUNCIL OF ST. JOSEPH, MO INC. BYLAWS. Article I General ALLIED ARTS COUNCIL OF ST. JOSEPH, MO INC. BYLAWS Article I General 1.01 Name The name of this corporation shall be the ALLIED ARTS COUNCIL OF ST. JOSEPH, MO. INC., hereinafter called the Council. Resolution

More information

BYLAWS CALIFORNIA STATE UNIVERSITY, DOMINGUEZ HILLS FOUNDATION A CALIFORNIA NON-PROFIT PUBLIC BENEFIT CORPORATION ARTICLE I CORPORATE SEAL ARTICLE II

BYLAWS CALIFORNIA STATE UNIVERSITY, DOMINGUEZ HILLS FOUNDATION A CALIFORNIA NON-PROFIT PUBLIC BENEFIT CORPORATION ARTICLE I CORPORATE SEAL ARTICLE II BYLAWS CALIFORNIA STATE UNIVERSITY, DOMINGUEZ HILLS FOUNDATION A CALIFORNIA NON-PROFIT PUBLIC BENEFIT CORPORATION ARTICLE I CORPORATE SEAL The corporate seal shall consist of a circle, having at its circumference

More information

AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES. As amended by the Board of Directors as of December 9, 2013

AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES. As amended by the Board of Directors as of December 9, 2013 I. Purpose of Guidelines AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES As amended by the Board of Directors as of December 9, 2013 These corporate governance guidelines are intended to set a proper

More information

Notice of Formation Solicitation for Official Committee of Student Creditors

Notice of Formation Solicitation for Official Committee of Student Creditors Office of the United States Trustee District of Delaware 844 King Street, Suite 2207 Wilmington, DE 19801 Tel. No. (302) 573-6491 Fax No. (302) 573-6497 IN RE: Chapter 11 Corinthian Colleges, Inc., et

More information

AHLA. Non-Profits and the Attorney General. Thomas K. Hyatt Dentons US LLP Washington, DC

AHLA. Non-Profits and the Attorney General. Thomas K. Hyatt Dentons US LLP Washington, DC AHLA Non-Profits and the Attorney General Thomas K. Hyatt Dentons US LLP Washington, DC Gary W. Hawes Assistant Attorney General Office of the Attorney General Hartford, CT Bill McCollum Dentons Former

More information

BYLAWS. OPC FOUNDATION (an Arizona Nonprofit Corporation) ARTICLE I OFFICES, CORPORATE SEAL, OFFICIAL LANGUAGE

BYLAWS. OPC FOUNDATION (an Arizona Nonprofit Corporation) ARTICLE I OFFICES, CORPORATE SEAL, OFFICIAL LANGUAGE BYLAWS OF OPC FOUNDATION (an Arizona Nonprofit Corporation) ARTICLE I OFFICES, CORPORATE SEAL, OFFICIAL LANGUAGE Section 1.01. Organization. OPC FOUNDATION (the "Corporation") is a nonprofit corporation

More information

CORPORATIONS AND LIMITED LIABILITY COMPANIES LAW OF AFGHANISTAN

CORPORATIONS AND LIMITED LIABILITY COMPANIES LAW OF AFGHANISTAN CORPORATIONS AND LIMITED LIABILITY COMPANIES LAW OF AFGHANISTAN 2 In the Name of Allah, the compassionate, the merciful CHAPTER 1 GENERAL PROVISIONS ARTICLE 01: Purpose This Law is enacted in light of

More information

Governance and Related Topics - 501(c)(3) Organizations

Governance and Related Topics - 501(c)(3) Organizations Governance and Related Topics - 501(c)(3) Organizations The Internal Revenue Service believes that a well-governed charity is more likely to obey the tax laws, safeguard charitable assets, and serve charitable

More information

BRANDYWINE REALTY TRUST BOARD OF TRUSTEES CORPORATE GOVERNANCE PRINCIPLES

BRANDYWINE REALTY TRUST BOARD OF TRUSTEES CORPORATE GOVERNANCE PRINCIPLES BRANDYWINE REALTY TRUST BOARD OF TRUSTEES CORPORATE GOVERNANCE PRINCIPLES The following are the corporate governance principles and practices of the Board of Trustees of Brandywine Realty Trust (the Company

More information

PEPSICO, INC. CORPORATE GOVERNANCE GUIDELINES. As of November 20, 2014

PEPSICO, INC. CORPORATE GOVERNANCE GUIDELINES. As of November 20, 2014 PEPSICO, INC. CORPORATE GOVERNANCE GUIDELINES As of November 20, 2014 The Board of Directors (the Board ) of PepsiCo, Inc. (the Corporation ), acting on the recommendation of its Nominating and Corporate

More information

BY-LAWS OF THE NEW YORK CHAPTER OF THE NATIONAL BLACK MBA ASSOCIATION, INC. Article I

BY-LAWS OF THE NEW YORK CHAPTER OF THE NATIONAL BLACK MBA ASSOCIATION, INC. Article I Article I Section 1. Definitions: As used in these By-Laws, unless the context otherwise requires, the term: Requires, the term: 1.1 Association refers to the National Office of the National Black MBA

More information

Corporate Governance Guidelines

Corporate Governance Guidelines Last Amended by the Board of Directors: October 21, 2015 CIT Group Inc. ( CIT ) Corporate Governance Guidelines CIT s Board of Directors ( Board ) exercises its oversight and decision-making duties to

More information

BATS Global Markets, Inc. a Delaware corporation (the Company ) Corporate Governance Guidelines Adopted March 28, 2012

BATS Global Markets, Inc. a Delaware corporation (the Company ) Corporate Governance Guidelines Adopted March 28, 2012 BATS Global Markets, Inc. a Delaware corporation (the Company ) Corporate Governance Guidelines Adopted March 28, 2012 These guidelines have been approved and adopted by the Board of Directors of the Company

More information

Principles of Corporate Governance

Principles of Corporate Governance Principles of Corporate Governance Johnson & Johnson is governed by the values set forth in Our Credo, created by General Robert Wood Johnson in 1943. These values have guided us for many years and will

More information

NEW JERSEY GOVERNANCE PRINCIPLES Day Pitney LLP Lori J. Braender

NEW JERSEY GOVERNANCE PRINCIPLES Day Pitney LLP Lori J. Braender Last Updated: January 2012 NEW JERSEY GOVERNANCE PRINCIPLES Day Pitney LLP Lori J. Braender Table of Contents 1. The Sarbanes-Oxley Good Governance Principles 2. IRS Encourages Good Governance Policies

More information

中 國 通 信 服 務 股 份 有 限 公 司

中 國 通 信 服 務 股 份 有 限 公 司 中 國 通 信 服 務 股 份 有 限 公 司 CHINA COMMUNICATIONS SERVICES CORPORATION LIMITED (A joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 552) AUDIT COMMITTEE

More information

Corporate Governance Guidelines Altria Group, Inc.

Corporate Governance Guidelines Altria Group, Inc. Corporate Governance Guidelines Altria Group, Inc. Table of Contents A. ROLE AND RESPONSIBILITY OF THE BOARD B. BOARD COMPOSITION, STRUCTURE AND POLICIES 1. Board Size 2. Independence of Directors 3. Annual

More information

DELAWARE GOVERNANCE PRINCIPLES Steptoe & Johnson LLP (Overview) David Roll Richards, Layton & Finger, P.A. Samuel A. Nolen

DELAWARE GOVERNANCE PRINCIPLES Steptoe & Johnson LLP (Overview) David Roll Richards, Layton & Finger, P.A. Samuel A. Nolen Last Updated: June 2013 DELAWARE GOVERNANCE PRINCIPLES Steptoe & Johnson LLP (Overview) David Roll Richards, Layton & Finger, P.A. Samuel A. Nolen Table of Contents 1. The Sarbanes-Oxley Good Governance

More information

COTT CORPORATION CORPORATE GOVERNANCE GUIDELINES INTRODUCTION

COTT CORPORATION CORPORATE GOVERNANCE GUIDELINES INTRODUCTION COTT CORPORATION CORPORATE GOVERNANCE GUIDELINES INTRODUCTION The Board of Directors of Cott Corporation (the Corporation ) is committed to fulfilling its statutory mandate to supervise the management

More information

BY-LAWS OF VT TECHNOLOGY SERVICES & OPERATIONS CORPORATION

BY-LAWS OF VT TECHNOLOGY SERVICES & OPERATIONS CORPORATION BY-LAWS OF VT TECHNOLOGY SERVICES & OPERATIONS CORPORATION VT Technology Services and Operations Corporation ("the Corporation"), a nonstock corporation duly formed under the provisions of the Virginia

More information

UNIVERSAL AMERICAN CORP. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

UNIVERSAL AMERICAN CORP. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Organization UNIVERSAL AMERICAN CORP. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS This charter governs the operations of the Audit Committee of Universal American Corp. (the Company ). The

More information

Corporate Governance Guidelines

Corporate Governance Guidelines Corporate Governance Guidelines A. Introduction The Board of Directors (the Board ) of (the Company ) has adopted these corporate governance guidelines to provide a framework within which the Board may

More information

CIT Group Inc. Charter of the Audit Committee of the Board of Directors

CIT Group Inc. Charter of the Audit Committee of the Board of Directors CIT Group Inc. Charter of the Audit Committee of the Board of Directors Adopted: October 22, 2003 Last Amended: April 20, 2015 I. PURPOSE The purpose of the Committee is to assist the Board in fulfilling

More information

BYLAWS OF CHOR, INC. (a Delaware non-profit, non-stock corporation) As Adopted on November 15, 2013 and amended on September 10, 2014

BYLAWS OF CHOR, INC. (a Delaware non-profit, non-stock corporation) As Adopted on November 15, 2013 and amended on September 10, 2014 BYLAWS OF CHOR, INC. (a Delaware non-profit, non-stock corporation) As Adopted on November 15, 2013 and amended on September 10, 2014 ARTICLE I NAME & PURPOSES Section 1. Name. The name of the corporation

More information

SEC Finalizes Investment Adviser Pay-to-Play Rules

SEC Finalizes Investment Adviser Pay-to-Play Rules July 2010 SEC Finalizes Investment Adviser Pay-to-Play Rules BY LAWRENCE J. HASS & MATTHEW NADWORNY On June 30, 2010, the Securities and Exchange Commission (the SEC ) voted unanimously to adopt new Rule

More information

Corning Incorporated Corporate Governance Guidelines

Corning Incorporated Corporate Governance Guidelines Corning Incorporated Corporate Governance Guidelines The Board of Directors of Corning Incorporated, acting on the recommendation of its Nominating and Corporate Governance Committee, has adopted these

More information

WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY. Corporate Governance Guidelines

WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY. Corporate Governance Guidelines WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY Corporate Governance Guidelines 1. Introduction The Board of Directors (the Board ) of Willis Group Holdings Public Limited Company (the Company ), acting on

More information

WEC Energy Group, Inc. Board of Directors Corporate Governance Guidelines (Adopted on August 28, 1996; Revised July 16, 2015)

WEC Energy Group, Inc. Board of Directors Corporate Governance Guidelines (Adopted on August 28, 1996; Revised July 16, 2015) WEC Energy Group, Inc. Board of Directors Corporate Governance Guidelines (Adopted on August 28, 1996; Revised July 16, 2015) ROLE OF THE BOARD The primary responsibility of the Board is to provide effective

More information

Notice of Formation Meeting for Official Committee of Unsecured Creditors

Notice of Formation Meeting for Official Committee of Unsecured Creditors Office of the United States Trustee District of Delaware 844 King Street, Suite 2207 Wilmington, DE 19801 Tel. No. (302) 573-6491 Fax No. (302) 573-6497 IN RE: Chapter 11 Boomerang Tube, LLC, et al. Debtors.

More information

ALLEGIANT TRAVEL COMPANY AUDIT COMMITTEE CHARTER

ALLEGIANT TRAVEL COMPANY AUDIT COMMITTEE CHARTER I. PURPOSE ALLEGIANT TRAVEL COMPANY AUDIT COMMITTEE CHARTER (As Revised January 28, 2013) The Audit Committee shall provide assistance to the Company's Board of Directors (the "Board") in fulfilling the

More information