ARTICLE IV — BOARD OF DIRECTORS
- GENERAL
Applicants for the election to the Board of Directors must meet the following minimum qualifications:
- All applicants must be Sustaining Members of the ISRC.
- Applicants must have played an active part in the activities of the Portland community, including, but not limited to, the activities of the ISRC, for a minimum of one (1) year immediately preceding their application for candidacy.
- Applicants must be financially, morally and socially responsible.
- Applicants cannot be a current ISRC titleholder, as listed: ISRC Imperial Prince Royale/Princex or ISRC Imperial Princess/Princex Royale; Mr., Ms. or Miss, Mx Gay Oregon; Mr., Ms. or Miss, Mx Gay Portland; ISRC Knight or ISRC Debutante or Paladin.
- Applicants/nominees must have attended at least four (4) regularly scheduled monthly ISRC Board Meetings within the last twelve (12) months immediately preceding their application for candidacy.
- All applicants must declare any other board positions held by the applicant
- Applicants may not have been convicted of a sex crime against minors.
- MEMBERS
The Board of Directors of the ISRC shall consist of nine or fewer members: Up to two (2) members from Category A – Reigning Rose Emperor/Emprex and reigning Rose Empress/Emprex, up to three (3) from Category B – Advisory Council, and up to four (4) from Category C — Members-at-Large.
- Category A — Reigning Rose Emperor/Emprex and Rose Empress/Emprex
The reigning Rose Emperor/Emprex and Rose Empress/Emprex shall be members of the Board of Directors representing Category A. In cases where either or both positions are vacant, their positions on the Board shall also remain vacant and the requirement for Board of Directors quorum adjusted accordingly.
1.Eligibility and Qualifications
A All Applicants for Rose Emperor/Emprex or Rose Empress/Emprex must have been residents of the Quad-County area for at least three (3) years immediately preceding application for candidacy.
B All Applicants must have successfully completed one term on the Board of Directors or successfully completed a title term as ISRC Knight or Debutante, Paladin: Mr., Miss or Ms. Mx Gay Portland, Mr., Miss or Ms., Mx Gay Oregon or Imperial Prince/Princex or Princess/Princex Royale
C Applicants for the position of Rose Emperor/Emprex or Rose Empress/Emprex must submit a fee of $100.00 with their application, and said fee will become non-refundable if applicant withdraws, or refundable if applicant is denied; and
D All Rose Emperor/Emprex and Rose Empress/Emprex candidate approvals will be at the discretion of the Advisory Council and the Board of Directors in a duly convened meeting.
- All Applicants must have attended at least six (6) regularly scheduled monthly meetings of the Board of Directors meetings within the last twelve (12) months prior to application for candidacy. Written proof of attendance from meeting sign-in sheets, not hearsay, will be required.
2.Application
All applicants must complete the application provided by the Board of Directors within the time prescribed by the Board of Directors.
3.Interview
The Board of Directors and the Advisory Council shall interview all applicants during the annual Coronation/E & E Interview Meeting of the Advisory Council and Board of Directors. All applicants must declare their membership on any other Boards of Directors and said information must be included in the meeting minutes.
4.Disqualification
- The Board of Directors and the Advisory Council may disqualify any applicant who does not meet the qualifications, or whom they feel is not capable of responsibly carrying out the duties of the Rose Emperor/Emprex or Rose Empress/Emprex.
- No person who has ever been publicly recognized as an Emperor/Emprex or Empress/Emprex of any realm, including the ISRC, shall be eligible to run for election for the title of Rose Emperor/Emprex or Rose Empress/Emprex, unless seven (7) years (84 months) have passed since they last held the position of Emperor/Emprex or Empress/Emprex.
5.Candidacy
- Applicants shall become candidates upon approval of the Board of Directors and Advisory Council.
- The Board of Directors shall notify applicants after their interview of their approval or disqualification; c. Withdrawal from candidacy must be submitted in writing to the Board of Directors and shall be irrevocable.
6.Campaign Procedures
- The Board of Directors shall oversee the campaign and shall ensure that all candidates receive generally equal exposure.
- No Member of the Board of Directors shall publicly support any opposed candidate.
- There shall be no active campaigning on the part of the candidates prior to their official announcement at the Announcement of Candidates Show.
- No candidate shall make a garish display of personal wealth.
7.Election
The Rose Emperor/Emprex and Rose Empress/Emprex shall be elected at a special election to be held in the month of October, which election is to be published by all reasonable means within no less than thirty (30) days prior to the election:
- Voting shall be by secret ballot and each ballot must note that the position being voted on includes service as a
member of the Board of Directors. - All person wishing to cast a ballot in the Rose Emperor/Emprex and Rose Empress/Emprex election must be a resident of the Quad-County area
and show valid State of Oregon issued identification or be a member of the Advisory Council. - All candidates shall include information concerning the polling place and voting eligibility, the Court website, along with Coronation details (theme, time, place, admission), in their campaign literature.
- The election shall be controlled by the Board of Directors, which shall determine the voting procedure.
- No write-in balloting shall be allowed; Any category of a ballot with write-in will be disqualified.
- Advisory Council and Sustaining Members shall have the right to absentee ballots once the candidates have been introduced at the Introduction of Candidates Show.
- The Board of Directors shall select an impartial attorney or CPA to tally the votes unless the race/s are unopposed. Results of the balloting shall remain secret – known only to the attorney or CPA until made public at the Coronation, except in the event of a tie. The attorney or CPA will notify the President of the Board of Directors that a winner from each category has been selected, without disclosing the names of the winners, at least four (4) days prior to Coronation. In the event of a tie, the attorney or CPA will notify the President of the Board of Directors, stating the category in which the tie exists. Prior to Coronation, the President of the Board of Directors will call an emergency meeting of the Advisory Council and the Board of Directors, where a decision would be made as to the outcome by majority vote of the Advisory Council and the Board of Directors members in attendance. In the event the attorney or CPA has ANY questions or concerns regarding voting including but not limited to vote count, voting process or procedure, inaccuracies or any possible improprieties, the attorney or CPA will notify the President of the Board of Directors at least four (4) days prior to Coronation. The President of the Board of Directors would then call an emergency meeting of the Advisory Council and the Board of Directors where a decision would be made as to how to resolve the concerns; and,
- The results of the election, including the tally of votes, shall be entered into the minutes of the first Board of
Director’s meeting following the Coronation.
8.Duties and Responsibilities
The Rose Emperor/Emprex and Rose Empress/Emprex shall:
- Report Board of Directors activities to the ISRC, and report the activities of the ISRC to the
Board of Directors.
- Co-chair the Advisory Council.
- Co-chair the monthly Court Meeting of the ISRC.
- Appoint a joint cabinet from the membership to assist them, and reign jointly with equal authority.
9.Assumption of Office
The Rose Emperor/Emprex and Rose Empress/Emprex shall take office at their Coronation, and begin their service as members of the
Board of Directors immediately.
10.Length of Term
The Rose Emperor/Emprex and Rose Empress/Emprex shall serve until the succeeding Coronation unless removed from office.
11.Removal
- The reigning Rose Emperor/Emprex or Rose Empress/Emprex who fails to fulfill their responsibilities as assigned by the Bylaws and/or Board of Directors, or whose conduct seriously damages the ISRC, shall be subject to a referral for recall by a 2/3 majority vote of the Board of Directors and the Advisory Council at a duly convened meeting with quorum present.
- A petition signed by several General Members of the ISRC equal to 50 percent (fifty percent) of the
number of ballots cast in the election in which the Rose Emperor/Emprex or Rose Empress/Emprex in question was elected, shall cause the Board of Directors to consider the question of removal of the Rose Emperor/Emprex or Rose Empress/Emprex. The Board of Directors shall consider the matter at its next scheduled meeting and, with the Advisory Council members present at the meeting, shall vote on the matter prior to submitting the issue to a vote of the General Membership.
- The Rose Emperor/Emprex or Rose Empress/Emprex in question shall not be entitled to vote on the matter during the meeting, but retain the right to vote as a member of the General Membership if the issue is approved for recall; and,
- If a recall petition or referral is approved the Board of Directors must call for a special recall election in accordance with the rules governing the election of Rose Emperor or Rose Empress.
1 All recall election literature shall include information concerning the polling place and voting eligibility and the Court web site.
2 Voting shall be by secret ballot and each ballot must note that the position being recalled also recalls the individual from service as a member of the Board of Directors.
3 The special recall vote shall be a “yes” (recall) or “no” (do not recall) vote.
4 There must be at least one more “yes/recall” vote than “no/do not recall” for the recall to succeed.
5 The election shall be controlled by the Board of Directors, which shall determine the voting procedure.
6 No write-in balloting shall be allowed; Any category of ballot with write-in shall be disqualified.
7 No absentee ballots are allowed.
8 The Board of Directors shall tally the ballots and make known to the Board of Directors and any Advisory Council, Sustaining or General Members the result of the recall election immediately upon completion of the recall election.
9 The Board of Directors shall cause the result (without vote counts) of the recall election to be posted on the
ISRC web site if deemed necessary.
10 The Board of Directors shall announce the result of the recall election and vote counts at the next regularly
scheduled Board of Directors meeting.
11 The result of the recall election and vote counts shall be entered into the minutes of the first Board of Directors meeting following the Coronation.
12 The Board of Directors shall notify all Advisory Council members and all Courts of the Imperial Court System of the result of the recall election within 30 days of the Board of Directors meeting following the recall election.
12.Vacancy
In the event of the death, removal, resignation or lack of an approved candidate of the Rose Emperor/Emprex or the Rose
Empress/Emprex, the Board of Directors and the Advisory Council may appoint a Regent to fill the unexpired term of office. This Regent shall be from the Advisory Council and shall retain their original number. Regents may not serve as a member of the Board of Directors unless they have been elected by the General Membership at an election appropriately called.
- Category B — Advisory Council
- Election
- The Advisory Council shall elect three (3) qualified members from its ranks at its Advisory Council
Meeting traditionally held in March each year; and,
- The three (3) nominees receiving the highest number of votes from the Advisory Council members present at
said meeting, shall be declared elected.
- Assumption of Office
Members elected from the Advisory Council shall take office immediately upon announcement at the annual meeting of the general membership.
- Length of Term
Members elected from the Advisory Council shall be elected to serve until the next election from the Advisory Council for approximately one (1) year and may be re-elected.
- Removal from Office
A member from the Advisory Council is considered to have resigned upon missing three (3) regular monthly meetings of the Board of Directors within any twelve (12) month period, except for sickness. Further, a member from the Advisory Council may be removed from office by majority vote in a duly called Advisory Council meeting.
- Vacancy
In the event of death, removal, or resignation of a member elected from the Advisory Council, at a duly called meeting within thirty (30) calendar days of the vacancy, the Advisory Council may elect a replacement from the ranks of qualified members of the Advisory Council, who shall complete the unexpired term of the office. In cases where a qualified applicant does not fill a position, that position on the Board of Directors shall remain vacant until the next annual election. During the vacancy the requirement for Board of Directors quorum is adjusted accordingly.
- Category C – Members-at-Large
- Eligibility and Qualifications
Members-at-Large must be Sustaining Members at the time of their application and have attended at least four (4) Regular Board of Directors Meetings in the 12 months preceding their application.
2.Application
All applicants must complete the application provided by the Board of Directors within the time prescribed by the Board of Directors. Applicants will submit an application fee of $25 with their application, which is non- refundable.
3.Interview
The Board of Directors and the Advisory Council who are present at a special meeting duly convened by the Board of Directors shall interview all applicants. All applicants must declare their membership on any other Boards of Directors and said information must be included in the minutes.
4.Disqualification
The Board of Directors and the Advisory Council may disqualify any applicant who does not meet the qualifications set forth, or whom they feel is not capable of responsibly carrying out the duties of a member of the Board of Directors.
5.Candidacy
- Applicants shall become candidates upon approval of the Board of Directors and the Advisory Council.
- The Board of Directors shall notify applicants after their interview of their approval or disqualification; and,
- Withdrawal from candidacy must be submitted in writing to the Board of Directors and shall be irrevocable.
6.Campaign Procedures
- The Board of Directors shall oversee the campaign and shall insure that all candidates receive generally equal exposure.
- No member of the Board of Directors shall publicly support or not support any candidate.
- There shall be no active campaigning on the part of the candidates prior to their official announcement by the Board of Directors.
- No candidate shall make a garish display of personal wealth.
- All candidates shall include information concerning the polling place and voting eligibility, and the ISRC website address
in their campaign literature; and, - Where disputes arise during the election, members running for re-election may not vote on issues that
directly affect their candidacy.
7.Election
The members-at-large shall be elected by the ISRC General Membership at the Annual Meeting traditionally held in
March, which election is to be published by all reasonable means within no less than thirty (30) days prior to the election:
- The Board of Directors shall determine the voting procedure and shall control the election.
- Voting shall be by secret ballot with only Advisory Council and Sustaining Members allowed the right to absentee ballots.
- No write-in names shall be counted.
- The four (4) candidates receiving the highest number of votes shall be declared elected.
- The Advisory Council members currently serving on the Board of Directors will count votes.
Winner’s names will be sealed in an envelope, with the announcement of said winners at the end of the annual meeting; and,
- The results of the election, including the tally of votes, shall be entered into the minutes of the first Board of
Director’s meeting following their election.
- Applicants for a position on the Board of Directors may not hold any of the following titles of the Imperial Sovereign Rose Court at the time of application:Imperial Prince/Princex Royale, Imperial Princess/Princex Royale, Mr. Gay Oregon, Miss Gay Oregon, Mx, Ms. Gay Oregon, Mr. Gay Portland, Miss Gay, Mx Portland, Ms. Gay Portland, Knight Paladin or Debutante.
- If elected to the Board of Directors, for the duration of their term, members of the Board of Directors become ineligible to submit an application for or be approved to be appointed to any of the following titles: Imperial Prince/Princex Royale, Imperial Princess/Princex Royale, Mr. Gay Oregon, Miss Gay Oregon, Ms. Gay Oregon, Mx Gay Oregon Mr Gay Portland, Miss Gay Portland, Ms. Gay Portland, Mx Gay Portland, Knight, Paladin or Debutante.
8.Assumption of Office
Members-at-Large shall take office immediately following their announcement at the annual meeting.
9.Length of Term
Members-at-Large shall be elected for approximately one (1) year and may be re-elected for up to three additional consecutive terms before being required to take a break of at least ten (10) months prior to applying to run for the Board.
10.Removal
- A Member-at-Large is considered to have resigned upon missing three (3) regularly scheduled monthly meetings of the Board of Directors within any twelve (12) month period, except for sickness, employment conflict, or extreme circumstances.
- Any Member-at-large failing to fulfill his/her responsibilities as assigned by the Board of Directors, or whose conduct seriously damages the ISRC, shall be subject to a referral for recall by a 2/3 majority vote of the Board of Directors and Advisory Council (as required by III.D.3.g) at a duly convened meeting with a quorum present;
- A recall petition signed by one hundred (100) General Members of the ISRC, presented to the Board of Directors, shall cause the Board of Directors to consider calling a recall election, which is to be published by all reasonable means within no less than thirty (30) days prior to the election. The Board of Directors shall set the recall election at the next Regular Board Meeting.
- The Member-at-Large in question shall not have the right to vote on the petition; and,
- If a recall election is approved, the Board of Directors and Advisory Council, the Member-at-large in question shall retain the right to vote in the recall election as a General Member.
11.Vacancy
In the case of death, removal, or resignation of a Board Member-at-Large, the General Membership shall vote on a replacement at the next Regular Board of Directors meeting from among qualified applicants who file an application, pay an application fee, and have met the attendance and membership requirements listed for At-Large-Member applicants.
- OFFICERS
At the first meeting after the annual meeting, the Board of Directors shall elect the following officers, who shall have the following duties and responsibilities:
1.President
- Preside over all meetings of the Board of Directors.
- Preserve order and decorum.
- Appoint members to committees.
- Co-sign all checks written on the general checking account; and
e. Serve as an ex officio member of all committees.
2.Vice President
- Assist the President as the President may direct.
- Preside over Board of Directors meetings in the absence of the President;
- Be responsible for the publication and mailing of any and all news releases to the media and/or the community at large and oversee all flyers and programs.
- Co-sign checks written on the general checking account in the absence or inability of the President; and,
- Coordinate the ordering of trophies and gifts.
3.Treasurer
- Be a person capable of being bonded.
- Maintain all accounts of the organization.
- Deposit all monies received from every source within three (3) business days of receipt;
d. Co-sign checks drawn on any checking account, which checks shall be signed by the President &/or Vice President. - Maintain a written record of all income and expenditures and make a detailed written report of same to the
Board of Directors at each of its regular meeting, or as directed by the President.
- Shall present at least two fiscal reports and charity donation reports to the membership and the Board of directors, to include a completed fiscal year financial report to the Board for approval prior to the Annual Meeting, and present that report to the membership at the Annual Meeting.
- Shall be responsible for all Coronation ticket sales and coordinate covering the door at all ISRC functions.
- Shall require all receipts from all shows or expenditures be presented within seven days of the expense.
- File all reports and tax statements to the state and federal tax authorities in a timely and orderly fashion; and,
- Deliver to a certified public accountant all records, receipts, vouchers and books as may be deemed necessary to fulfill a complete review and/or audit of the ISRC’s financial situation and the preparation of tax filings to both the federal and state agencies (Internal Revenue Service Form 990 or 990EZ and Oregon DOJ CT 12) at least annually, as well as deliver a complete financial breakdown/analysis to the Board on a quarterly basis.
4.Secretary
- Record written minutes of the regular monthly meeting of the Board of Directors.
- Record written minutes of annual meeting and any and all special meetings.
- Unless otherwise approved by the Board of Directors, the Secretary must distribute the draft minutes of the regular monthly Board of Directors meetings, ISRC Annual Meeting and any and all special meetings of the Board of Directors at which minutes were recorded to each Board member at least seven (7) days prior to the next Board meeting and publicly distribute minutes approved by the Board of Directors within ten (10) days of approval.
- Consolidate all written minutes of all meetings into one monthly file.
- Maintain proper files of the correspondence of the ISRC.
- Maintain written record of the President’s official activities at the President’s direction.
- Accept, file and properly distribute any proposed Bylaw amendments.
- Fill out and file all documents related to the business of the ISRC, with the exclusion of the Internal Revenue Service annual reports (Form 990) and Oregon DOJ annual filings (CT 12), which will be the responsibility of the Treasurer.
- Pursuant to State law, the Secretary is responsible for retention of all permanent records of the corporation including but not limited to membership lists, bank statements, correspondence, minutes and other legal documents.
- Work with the President on developing the agenda for all Board meetings.
5.Sustaining Membership Secretary
- Maintain a current and accurate Sustaining membership roster of the ISRC.
- Accept, file and process membership applications.
- Maintain the titleholder mailing list for all titles.
- Maintain the Advisory Council mailing list.
- Provide a current and accurate membership roster to the Treasurer and Secretary at every regular Board meeting.
- Provide a record of membership applications and payments to the Secretary for records retention.
- Provide a record of payment (with all payments) to the Treasurer at every regular Board meeting.
Removal
Any Officer of the Board of Directors failing to fulfill his/her responsibilities as assigned by the Board of Directors, or whose conduct seriously damages the ISRC, shall be subject to removal from their Officer position by a 2/3 majority vote of the Board of Directors at a duly convened meeting with a quorum present following a previously published agenda.
- MEETINGS
The current titleholders and reigning Prince/Princex and Princess/Princex shall always have the right to attend meetings of the Board of Directors unless the meeting is deemed to be of a sensitive nature. The exclusion of titleholders would require a vote of the Board of Directors. Current and past titleholders have the right to attend the corresponding title interviews. Reigning Monarchs from Salem and Eugene may attend interview of applicants for Gay Oregon titles only.
1.Regular Monthly Meeting
The Board of Directors shall meet not less than once a month, at a time and place to be determined at the last Board of Director’s meeting and published in the minutes of said meeting.
2.Special Meetings
Special Meetings may be called by the President of the Board or by any three (3) members. In all cases, at least seven (7) days advance notice must be given to all Board members, including the time, place, and major agenda items for said meeting. Seven (7) days advance notice to the public must be given as well, so members can attend if they are eligible.
3.Annual Meeting
The Board of Directors is responsible for setting, announcing and running the Annual Meeting of the membership.
4.Emergency Meeting Changes
Meetings may be canceled and rescheduled due to severe weather if necessary. Such changes to scheduled meetings shall not cause any later meetings to be rescheduled. In the event this compromises a deadline for postmarking a mailing for an event to be missed, or the inability to meet a minimum notification period, the future event or meeting will be rescheduled as necessary so all deadlines can be met. This exception shall supersede all generally accepted or required dates, and all changes must be published on the Court website within 24 hours of the cancellation of the meeting. In no case should an event or meeting be postponed more than 30 days from its original date. The only exception to this rule is the annual meeting.
- QUORUM
A quorum shall consist of a majority of the current Board of Directors members and shall be required to transact any business of the Board of Directors.
- VOTING
- All matters shall be decided by a simple majority vote.
- Each member has one (1) vote; and,
- Absentee or proxy voting is not allowed at any Board of Directors meeting.
- DUTIES, POWER AND RESPONSIBILITIES
- Duties
The Board of Directors shall manage the affairs of the Corporation.
2.Powers
The Board of Directors shall have all power to govern the ISRC not specifically retained by the member classes, including, but not limited to, the following:
- The power to recognize certain individuals and groups having ideals like those of the
ISRC, which are not inconsistent with the stated purpose of the ISRC.
- The power to rescind the “recognition” of any person or group previously recognized.
- The power to receive monies and approve disbursements from all financial accounts, d. The power to purchase certificates of deposit, or other saving instruments, to collect interest, and to liquidate said assets.
- With the Advisory Council, the power to approve or disqualify applicants for candidacy for the titles of Rose
Emperor/Emprex and Rose Empress/Emprex and applicants for the position of Board Member-at-Large,
- The power to approve or disqualify, along with the Advisory Council, nominees for ISRC Imperial Prince/Princex and ISRC Imperial Princess/Princex
- The power to bestow the titles of ISRC Imperial Prince/Princex; ISRC Imperial Princess/Princex; Mr., Ms. and Miss, Mx Gay
Oregon; Mr., Ms. and Miss, Mx Gay Portland; ISRC Knight and ISRC Debutante and ISRC Paladin.
- With input from the Advisory Council, the power to discipline and/or remove the title of ISRC Imperial Prince/Princex; ISRC Imperial Princess/Princex; Mr., Ms. and Miss, Mx Gay Oregon; Mr., Ms. and Miss, Mx Gay Portland; ISRC Knight, Paladin and ISRC Debutante.
- The power to determine the location of the storage of the crown jewels and Red Book, l. The power, with the Advisory Council Members present at the interviews, to approve or disqualify applicants for Mr., Ms. and Miss, Mx Gay Oregon, Mr., Ms.and Miss, Mx Gay Portland; ISRC Knight, ISRC Paladin and ISRC Debutante.
- The power, with the Advisory Council, to approve or disapprove the Declaration of the Rose Emperor/Emprex and
Rose Empress/Emprex and the Permanent Title of the Rose Emperor/Emprex and Rose Empress/Emprex.
- The power to determine the place and time of all functions/events.
- The power to control the nature of all functions of the ISRC.
- The power to exclusively and definitively interpret and adjudge any question or dispute, which arises concerning theseBylaws.
- The power to determine the beginning, ending, and length of the campaign period for the elections of the Rose Emperor/Emprex and Rose Empress/Emprex, Mr., Ms. and Miss, Mx Gay Portland and the position of Board Member-at- Large, and to control the nature of these campaigns; and,
- The power to purchase bonding for the Treasurer in an amount sufficient to protect all assets and to ensure any activities or properties controlled by the corporation.
3.Responsibilities
The Board of Directors shall be responsible to:
- Handle all business of the ISRC in a manner indicative of sound business practice and consistent with the ISRC’s ideals.
- Issue an annual financial report, detailed Coronation financial report and an annual budget
at the January meeting of the Board.
- The BOD is the only entity that can enter into contracts for the organization.
- Create, supply, and review all applications for Rose Emperor/Emprex and Rose Empress/Emprex, Mr., Ms. and Miss, Mx Gay Oregon; Mr., Ms. and Miss, Mx Gay Portland, ISRC Knight ISRC Paladin and ISRC Debutante and the position of Board Member-at-Large; and,
- Oversee the annual campaigns of the candidates for Rose Emperor/Emprex and Rose Empress/Emprex, Mr., Ms. and Miss, Mx Gay Portland and the position of Board Member-at-Large, and to ensure equal exposure for all candidates as well as the voting for said positions.
4.Conflict of Interest
At Interviews, all applicants must declare their membership on any other Boards of Directors. During their term, Board Members must declare any actual or potential conflicts of interest and may not vote on items which provide any benefit to other organizations, or companies that they are involved in. All actions which involve organizations where a director also serves as a member of the second agency or organization Board must be reported on IRS Form 990 as a part of our Annual Report. Board Members not declaring a conflict of interest where one exists may be removed for cause and be barred from future service as a member of the ISRC Board of Directors.