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STU 26-04
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or participate in the approval of the transaction (for example, a notation in the <br /> records that after a finding of conflict of interest by a member, the member with <br /> the conflict of interest was asked to, and did, leave the meeting prior to a <br /> discussion of the compensation arrangement and a taking of the votes to approve <br /> the arrangement). <br /> 11. The minutes of board or committee meetings at which compensation <br /> arrangements are approved must be prepared before the later of the date of the <br /> next board or committee meeting or 60 days after the final actions of the board or <br /> committee are taken with respect to the approval of the compensation <br /> arrangements. The minutes must be reviewed and approved by the board and <br /> committee as reasonable, accurate, and complete within a reasonable period <br /> thereafter, normally prior to or at the next board or committee meeting following <br /> final action on the arrangement by the board or committee. <br /> Section 6. Annual Statements <br /> Each director, principal officer, and member of a committee with governing board delegated <br /> powers shall annually sign a statement which affirms such person: <br /> a. has received a copy of the conflicts of interest policy, <br /> b. has read and understands the policy, <br /> c. has agreed to comply with the policy, and <br /> d. understands the corporation is charitable and in order to maintain its federal tax <br /> exemption it must engage primarily in activities which accomplish one or more of its tax <br /> exempt purposes. <br /> Section 7. Periodic Reviews <br /> To ensure the corporation operates in a manner consistent with charitable purposes and does not <br /> engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be <br /> conducted. The periodic reviews shall, at a minimum, include the following subjects: <br /> a. Whether compensation arrangements and benefits are reasonable, based on competent <br /> survey information, and the result of arm's-length bargaining. <br /> b. Whether partnerships,joint ventures, and arrangements with management organizations <br /> conform to the corporation's written policies, are properly recorded, reflect reasonable <br /> investment or payments for goods and services, further charitable purposes, and do not <br /> result in inurement, impermissible private benefit, or in an excess benefit transaction. <br /> Section 8. Use of Outside Experts <br /> When conducting the periodic reviews as provided for in Section 7, the corporation may, but <br /> need not, use outside advisors. If outside experts are used, their use shall not relieve the <br /> 17 <br /> 26-04 <br />
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