Cincinnati Center City Development Corp

“Delegation of authority executive committee: the executive committee shall consist of the chairperson of the board, the chairperson of each board committee and such other directors as may be nominated by the chairperson of the board and approved by the board of directors from time to time. The chairperson of the board shall serve as the chairperson of the executive committee. During the intervals between meetings of the board of directors, the executive committee shall possess and may exercise all of the powers of the board of directors in the management and control of the business of the corporation to the extent permitted by law. All action taken by the executive committee shall be reported to the board of directors at its first meeting thereafter. The board of directors may, at any regular meeting, review the actions of the executive committee and may modify, ratify or rescind any such actions, subject to the contract rights of third parties. No member of the executive committee who is unable to attend a meeting of the executive committee shall be permitted to be represented at such meeting by a proxy. Subcommittees: the board of directors hereby delegates its power to appoint from time to time certain of its members to act as a committee in the intervals between meetings of the board of directors to the executive committee, and the executive committee may, on behalf of the board of directors, from time to time delegate to a committee power to be exercised under the control and direction of the executive committee. Each committee shall be composed of one (1) or more directors and may include persons who are not directors. Each committee and each member thereof shall serve at the pleasure of the executive committee. Either the executive committee or the chairperson of the particular committee may from time to time appoint a subcommittee of such committee. Such subcommittees may include persons who are not directors, provided that at least one (1) director shall be a member of such subcommittee. Subject to change by the executive committee on behalf of the board of directors, there shall currently be the following five (5) committees in addition to the executive committee: the audit committee, the development and finance committee, the asset committee, the event and sponsorship committee, and the center city management committee. Committee and subcommittee action: unless otherwise provided by the board of directors or the executive committee, as the case may be, a majority of the members of any committee or subcommittee appointed by the executive committee pursuant to section 8.2 shall constitute a quorum at any meeting thereof and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of such committee or subcommittee. Action may be taken by any committee or subcommittee without a meeting by a writing signed by all its members. Each committee or subcommittee shall keep a written record of all action taken by it.”

“Form 990 review process the irs form 990 is prepared by a national external public accounting firm, grant thornton. The cfo and ceo review the draft prior to dissemination to the audit committee. The audit committee is given a copy of the full tax return and reviews the governance and compensation data prior to filing with the irs. A complete copy of the form 990 is provided to the governing board prior to filing the return.”

“Conflict of interest policy monitering & enforcement conflict of interest policy is verbally discussed at regular staff meetings. Each year all officers, directors and employees are required to fill out a conflict of interest (coi) disclosure form (alternative years areconfirmation of prior year). The form is reviewed and summarized internally and submitted to the organization's general counsel for review and disclosure to executive committee, if necessary. Any action taken by the board or committee that has a coi of an employee, director or officer is disclosed prior to passage and the individual is requested to leave the room during the discussion and vote.”

“Process for determining compensation the executive committee utilized comparability data when determining the ceo's compensation in completing his employment contract. Each year the committee reviews the organization's goals and results as well as the ceo's performance in assessing his compensation changes. Finally, the chair discusses the results with board members. Other key staff compensation is determined by comparing local or regional salary data as well as the individual's performance. Form 990, part vi, lines 16a and 16b: procedures for entering into joint venture arrangements 3cdc has not adopted a formal written policy to address joint venture activities but the organization undertakes proactive measures to ensure that the organization's assets are preserved for exempt purposes. All potential joint venture opportunities are taken to the development & finance committee, board of directors, and, if deemed necessary, the executive committee and/or hr & governance sub-committee, to discuss why the joint venture helps further the mission of the organization.”

“How documents are made available to the public the organization's articles of incorporation, constitution, bylaws, conflict of interest policy, and financial statements are available upon request.”

“(1) to promote the welfare of the people of the city of cincinnati, ohio (the "city") (2) to combat community deterioration, provide relief to the poor and distressed, eliminate discrimination and prejudice, lessen neighborhood tensions, foster low income housing, stabilize, and generally to otherwise promote community and economic development and redevelopment in the city's downtown; (3) to lessen the burdens of government of the city by overseeing projects, including those in the "center city plan" presented to the city, and programs designed to strengthen and leverage the city's downtown core assets, initially focusing on the fountain district, over the rhine and the banks; (4) to improve the economy of the city by developing, attracting, expanding, and retaining business, industrial, educational, cultural, civic, community and other enterprises in the city and thereby developing, attracting, expanding, and retaining jobs for the people of the city; (5) solely for the above purposes, the corporation is empowered to take and hold by bequest, devise, gift, contribution, purchase, lease, or any other form, either absolutely or in trust, any property, real or personal, tangible or intangible, without limitation as to amount or value; to sell, convey, use, assign and dispose of any such property and to invest and reinvest the income and principal thereof; to deal with and expend the income and principal of the corporation; to make gifts or contributions to other entities or persons; to vote the shares or interests in any stock or other equity investment held by the corporation; to maintain, protect and enforce all rights, title and interests incidental to holding title to property held by the corporation; to do all things necessary or appropriate to accomplish the foregoing; and to exercise all other rights and powers conferred by the laws of the state of ohio upon nonprofit corporations.”

“Gain/(loss) on change in value of interest rate swap 205,288. Adjustment for insurance proceeds 65,799.”