Destination Imagination Inc

“Standing committees a. The board shall have an executive committee and standing committees. The board may also create ad hoc committees and working groups as needed. 1. All committees and working groups must have an established charter, the details of which will be captured in board policy. 1. The chair shall appoint committee and working group chairs. There is no limit on the length of time a board member may serve as a committee or working group chair, so long as the board members' term has not expired. A board member may not serve as chair for more than one committee or working group. B. The executive committee shall be made up of the chair, the vice chair, the secretary, and the treasurer. The executive committee shall exercise the powers of the board in relation to emergencies or when it is not feasible for the board to act in a timely manner. The chief executive officer shall serve as an ex officio non-voting member of the executive committee. C. The corporation shall have the following standing committees: 1. The governance committee shall be chaired by the secretary of the board and is responsible for the bylaws, polices and other documents of the board. I. The committee will include at least three additional members. Ii. All changes to policies and bylaws, including those recommended by another committee, must come to the governance committee for review before a final vote by the board. Iii. All policy and bylaw changes will be reviewed by the committee and then submitted to the board for vote, after which an updated document will be produced and sent to the board and to the board liaison to be posted on the dii website. 2. The nominations committee will be responsible for the identification, recruitment, screening, evaluation, and recommendation of trustee candidates, including trustees seeking reelection. In particular, the committee shall: i. Develop and oversee implementation of policies and procedures regarding board size, leadership and composition, recommendations of candidates for nomination to the board, board guidelines and conflicts of interest; ii. Determine qualifications and characteristics needed for trustees; iii. Assist the board in identifying and recruiting individuals who are potential candidates to serve as trustees. Iv. Screen and review trustee candidates. V. Recommend to the board candidates for election to the board and appointment to its committees; 3. Finance committee. I. The committee shall be chaired by the treasurer. Ii. The committee shall have the general responsibility to assist the board in fulfilling its responsibilities for oversight of the accounting, internal controls, auditing, and financial practices of dii, as more specifically established in policies adopted by the board. 4. The development committee shall assist the board to raise financial and other resources for the corporation by: i. Assisting board members in their own fundraising efforts; ii. Recruiting potential donors; iii. Assisting staff in planning fundraising events; and iv. Increasing the profile of and awareness about the activities of the corporation, towards target audiences such as potential donors and volunteers, and in the community generally. 5. The management committee shall be responsible for the review and evaluation of the executive director as well as reviewing board performance: i. Chairing executive director performance review and compensation committee in concert with the chair of the board; ii. Conducting a comprehensive review of board performance annually.”

“It is electronically sent to all board members who are required for their approval prior to submission.”

“1. Any director, officer, or key employee who has an interest in a contract or other transaction presented to the board of trustees or committee thereof for authorization, approval, or ratification shall make a prompt and full disclosure of his or her interest to the board or committee prior to its acting on such contract or transaction. This includes the payment of compensation or other remuneration to such persons for services rendered to the organization. Such disclosure shall include any relevant and material facts known to such person about the contract or transaction, which might reasonably be construed to be averse to dii's interest. For purposes of this policy, a director, officer, or key employee is also considered to have an interest in a contract or other transaction if any member of his or her immediate family, or any party, group, or organization to which his or her immediate family or any party, group, or organization to which he or she or his or her immediate family has an allegiance has an interest in the contract or other transaction. 2. The body, to which such disclosure is made shall thereupon determine, by a vote of seventy-five percent of the votes entitled to vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such interested person shall not vote on, nor use his/her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such contract or transaction. Such person may be counted in determining whether a quorum is present but may not be counted when the board or a committee of the board takes action on the transaction. The minutes of the meeting shall reflect the disclosure, the vote thereon, the abstention from voting and participation, and any information relied upon by the board in reaching its determination regarding such contract or transaction. 3. Any director, officer or key employee who has a concern that another director, officer or key employee has a conflict of interest should make known that concern to the board chair.”

“Destination imagination, inc. Determines base pay range for each employee from a survey of available information for equivalent jobs for education related nonprofits in the philadelphia and other local geographic areas, when an employee works remotely. Equivalent jobs are not necessarily related to title but rather to the scope, responsibility and impact of the job. The department head, human resources, and the executive director reviews and approves salary decisions. The overall annual compensation for the organization is approved by the board of trustees during the annual budget review. The process described here was last completed in 2024.”

“The organization's financial statements are available online at destinationimagination.org and upon request.”