CRA2005 Board ENDs CRA Board ENDs Motion to be made by Chairman Ron Zappardino CRA Policy 2.08, Board Compensation Committee Structure Old: Adopted April Product: CEO and CFO Compensation. To review and approve an annually adjusted compensation package for the CEO and CFO (as proposed by the CEO) that is consistent with any applicable board policy, just and reasonable in connection with those services provided to CRAEF as required by law and is otherwise consistent with any employment agreement between the CEO and CRA. Updated: 1. Product: CEO and CFO (or equivalent) Compensation. To review and approve an annually adjusted compensation package for the CEO and CFO (as proposed by the CEO) that is consistent with any applicable board policy and is otherwise consistent with any employment agreement between the CEO and CRA. The compensation package for the CEO and CFO also to be reviewed and approved as just and reasonable in connection with those services provided to CRAEF at times as required by law, namely, initially upon hiring, whenever the term of employment is renewed or extended and whenever the compensation is modified unless the modification extends to substantially all employees.

CRA2005 Board ENDs CRA Board ENDs CRA Bylaw Article IV, Directors, Section 3 C. The balance of the directors as determined by the resolution of the Board shall be elected by the members on a rotation basis. One third (1/3) of the directors shall be elected by the members annually. Each director so elected shall hold office for three (3) years and until a successor director has been designated and qualified. A Director shall not serve more that three (3) consecutive three (3) year terms for a maximum of nine (9) years, unless the following occurs: 1) Director is filling a vacancy in which the balance of the term is less than three (3) years. one (1) or two (2) year term. 2) Director is elected to be an officer in which case they may complete their obligation past the nine (9) year limit. 3) After completing nine (9) years, a Director must wait at least one (1) year before reapplying for a board of director's position. 4) If a Director completes all nine (9) years on the Board, the Director is eligible for Emeritus Status if requested.

CRA2005 Board ENDs CRA Board ENDs Vision Theme: IV. Leadership and Unity NEW Core Strategy F: Provide the standard/model for industry leadership. Specific END 1) Participate in all CRA events possible as CRA Director.  Lobby Day  Local Chapter Board Meetings/events  PAC/IPAC events  Meeting of members Plan 1)Create calendar of Officers events and make plan to cover. 2)Review published calendar of events at Board meetings. 3)Monitor Directors attendance at key events, such as Lobby Day. Current Status There was enormous participation of Board Members in support of Prop 72 in Lobby Day participation – need an update from Jot The first annual membership was held at the start of Lobby Day.

CRA2005 Board ENDs CRA Board ENDs Vision Theme: IV. Leadership and Unity NEW Core Strategy F: Provide the standard/model for industry leadership. Specific END 2) Contribute to CRA and coalition partner causes.  Raise funds to support NRA’s political efforts  Make contributions to defeat Prop 72 (SB2) Plan 1)Minimum requirement of $1,500 per three- year term as monitored by Nominating Committee. 2)Officers and CEO review contributions and issues and determined if additional focus or incentive is needed. Current Status Great performance on Prop 72. We need to focus on increasing coffers of PAC and IPAC.

CRA2005 Board ENDs CRA Board ENDs Vision Theme: IV. Leadership and Unity NEW Core Strategy F: Provide the standard/model for industry leadership. Specific END 3) Ensure there is a system in place to strengthen existing chapters. Plan 1) Support the Chapter President’s by providing regular time on the CRA Brd Mtg agenda for the Chapter President’s Council to update the full board on the chapters and to bring issues to the board for consideration to ENDS. Current Status Regional Offices are up and running. We will continually seek advice from our Chapter Presidents on how we can strengthen the Chapters.

CRA2005 Board ENDs CRA Board ENDs Vision Theme: IV. Leadership and Unity 2005 Strategic Milestone 1. Establish strategic direction setting method that enables the board to effectively and efficiently make decision and provide guidance to staff. Specific END 1) Continuously monitor END statements and reporting on ENDS among CRA entities: CRA, CRAEF, PAC/IPAC, chapters. Plan 1) Schedule regular times for reporting at CRA Board Meetings. Current Status See meeting agenda

CRA2005 Board ENDs CRA Board ENDs Vision Theme: IV. Leadership and Unity 2005 Strategic Milestone 1. Establish strategic direction setting method that enables the board to effectively and efficiently make decision and provide guidance to staff. Specific END 2) Institutionalize process to effectively articulate and manage deliberate and emerging ENDS. Plan 1) Conduct long-range planning exercises every three years. 2) Review the ENDS as part of each meeting and provide for time to raise and explore emerging issues at each full board meeting. Current Status See current agenda

CRA2005 Board ENDs CRA Board ENDs Vision Theme: IV. Leadership and Unity 2005 Strategic Milestone 1. Establish strategic direction setting method that enables the board to effectively and efficiently make decision and provide guidance to staff. Specific END 3) Set objectives/ Expectations… Create comprehensive END Statements. Plan 1)The Board is to collaborate with CEO to create comprehensive END Statements that are specific and objective, when applicable. 2)Establish an Adhoc Taskforce on Insurance to better understand the insurance issues facing our industry and make recommendations on new or revised END’s. 3)Add a Governmental Affairs Committee meeting (March) to review proposed bills and give staff insight into implications for industry. This meeting will strengthen specific Governmental Affairs END’s Current Status 1)Each board meeting is designed to review ENDs, explore potential emerging issues and modify ENDS if necessary. 2)David Cohn, Chair of Adhoc Taskforce on insurance will present at the August meeting. 3)CEO recommends adding a fall meeting too. Open-non mandatory meeting for Directors. Potentially added to November Brd Mtg on Wednesday.

CRA2005 Board ENDs CRA Board ENDs Vision Theme: IV. Leadership and Unity 2005 Strategic Milestone 1. Establish strategic direction setting method that enables the board to effectively and efficiently make decision and provide guidance to staff. Specific END 4) Evaluate Performance…Create a method to gather input from board leadership of the various entities of CRA. –Change the CEO review time to align with the end of the fiscal year. Plan 1)Compensation committee will develop a method to gather input from the full Board, CRAEF and PAC/IPAC on CEO’s performance as evaluated on results achieved on the ENDS Statements. 2)Review and change policies where necessary to align with current CEO contract. Current Status 1)See Governance Timetable. −Recommendation to expand the compensation committee to include CRAEF representation. 2)DONE

CRA2005 Board ENDs CRA Board ENDs Vision Theme: IV. Leadership and Unity 2005 Strategic Milestone 1. Establish strategic direction setting method that enables the board to effectively and efficiently make decision and provide guidance to staff. Specific END 5) Decision-making…Modify the way the staff presents analysis and decision to the Board so that the Board has the opportunity to understand all the relevant facts and factors, alternatives and trade-offs for possible decisions. Plan 1)Staff and Board to present analysis and decisions to the Board so that the Board has the opportunity to understand all the relevant facts and factors, alternatives and trade-offs for possible decisions. 2)Create a standing Investment Committee to increase visibility and understanding of issues and alternatives for use of CRA investment portfolio. 3)Participation in Healthcare Summit on March 8, 2005 Current Status 1)Underway by Officers directions to CEO. 2)Standing Investment Committee formed at the November 2004 Board of Directors Meeting. 3)This will be something that we will look to support as our CEO recommends a summit.

CRA2005 Board ENDs CRA Board ENDs Vision Theme: IV. Leadership and Unity 2005 Strategic Milestone 7. Establish leadership development plan to provide continuity of leadership and increase board diversity. Specific END 1)Nominating Committee to draft and present plan for leadership development. Plan 1)Membership staff to identify cultural restaurant association leadership that the board could invite to participate in Board events. 2)Board Officers ask specific Directors to mentor/host invitees and cultivate relationship. 3)Leverage Lobby Day and Expo to recruit and engage new leadership candidates. Current Status Active item on Nominating Committee agenda.

CRA2005 Board ENDs CRA Board ENDs Vision Theme: IV. Leadership and Unity 2005 Strategic Milestone 7. Establish leadership development plan to provide continuity of leadership and increase board diversity. Specific END 2) Increase representation of SF/Bay Area on the board. Plan Ask Nominating committee to report on at April and August meetings in Current Status Active item on Nominating Committee agenda. Added Mariann Costello from Scoma’s in 2005