White Plains Downtown District Management Association Inc.

“Per bylaws class a: owners of record of real property in the district designated in the wp downtown business improvement district plan...which owners or persons have applied for membership by filling out an address card at the principal office of the corporation....at least 30 days prior to any meeting of the members of the corporation, shall be class a members. Class b. Tenants, not eligible for class a membership, who are occupants pursuant to leases of commercial space within the district and who have applied for membership by filling out an address card at the principal office of the corporation...at least 30 days prior to any meeting of the members of the corporation. Class c. Tenants not eligible for class a or class b membership who are occupants pursuant to leases of dwelling units, including proprietary leases, within the district who have applied for membership by filling out an address card at the principal office of the corporation, at least 30 days prior to any meeting of the members of the corporation. Class d: the persons serving from time to time as directors of the corporation, by virtue of their appointment by the mayor of the city of white plains, the finance commissioner of the city of white plains and the white plains common council. Class e: any interested resident of white plains or owner of or tenant occupying property in white plains outside of the district not eligible for class a, b, c or d membership, who has applied for membership by filling out an address card at the principal office of the corporation at least 30 days prior to the meeting of the corporation.”

“Section 3 of bylaws: there shall be an annual meeting of the members for the election of directors and the conduct of such other business as may come before the meeting, to be held in the city of white plains, ny on such date, and at such time and place as designated by the chair (person) or the board. Article ii, section one, states that class a, class b, and class c shall elect directors in the same class. Section d board members are appointed by the each of the following persons or entities: the mayor, the commissioner of finance, and the common council.”

“Election of directors (by class): actions requiring member approval as outlined in not for profit corporation law.”

“White plains downtown district management association, inc. Has its form 990 prepared by an independent certified public accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the form 990 has been prepared, reviewed by management, and the executive committee of the board and is ready to be filed with the internal revenue service, it is electronically sent to board members of the organization for any comments. Any comments are then grouped, summarized and provided to the independent certified public accounting firm. Each issue is documented and addressed until the return is finalized and approved for filing.”

“The conflict of interest policy is applicable to employees, board members and members of any committee. The policy will be monitored by the executive director, executive committee and chairperson. Interested persons are required to complete an annual disclosure statement, disclosing any actual or potential conflicts. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. The governing board or committee, after exercising due diligence, shall determine whether the organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“The organization's top management is comprised of the board of directors (which are uncompensated), and the executive director. The board of directors, acting through the executive committee, reviews the compensation of all employees. The committee makes recommendations which are then approved or rejected by the board. The executive committee has the authority and may act on its own to approve staff compensation. The committee reviews the wages and compensation of similar employees doing similar functions in other organizations. Comparability data and information is compiled from guidestar and/or other sources (e.g., labor department data and conversations with other employers of similar size and scope). The committee also considers any annual performance evaluations prepared by the executive director, the 12 month increase in the cpi for the ny/nj region developed by the us department of labor and salary surveys of not-for-profit organizations with positions similar to those of the wpddma. These surveys included one by pnp staffing (a survey of 1,500 not for profit organizations in the nyc area) and the international downtown association's salary survey. Salary recommendations are made to the executive committee by the executive director and presented at during the budget process for the upcoming fiscal year, or at other executive committee meetings if necessary. The committee considers all materials that are submitted and any discussion at the executive committee meetings and makes final salary recommendations that are documented in a memo on the executive director's computer. The process last took place in january 2024 during the preparation of the annual budget and is following the same schedule currently (january/february compensation discussions).”

“The organization's form 990 and form 1023 is available for public inspection as required under section 6104 of the internal revenue code. The return is posted on guidestar.org and other similar types of websites. In addition, the financial statements, conflict of interest policy, articles of incorporation, form 990, form 1023, and by-laws are also available upon written request or by calling the organization directly. The bid also puts within its annual report that it is audited by an outside independent firm and that the 990's are available for free on guidestar.com”

“The organization's executive committee assumes the responsibility for oversight of the audit of its financial statements and selection of an independent accountant. This process did not change from the prior year.”