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.”

“Auditor submits a draft 990 to the management team to review. Once approved by the management team, the auditor provides a draft of the 990 to the board of trustees' finance committee for review. Once approved, the finance committee forwards recommendation to the full board of trustees. The full board of trustees approves the draft for final approval.”

“Conflicts of interest dii expects all employees to conduct themselves and company business in a manner that reflects the highest standards of ethical conduct, and in accordance with all federal, state, and local laws and regulations. This includes avoiding real and potential conflicts of interests. Exactly what constitutes a conflict of interest or an unethical business practice is both a moral and a legal question. Dii recognizes and respects the individual employee's right to engage in activities outside of employment which are private in nature and do not in any way conflict with or reflect poorly on the company. It is not possible to define all the circumstances and relationships that might create a conflict of interest. If a situation arises where there is a potential conflict of interest, the employee should discuss this with a manager for advice and guidance on how to proceed. The list below suggests some of the types of activity that indicate improper behavior, unacceptable personal integrity, or unacceptable ethics: 1. Simultaneous employment by another firm that is a competitor of or supplier to dii 2. Carrying on company business with a firm in which the employee, or a close relative of the employee, has a substantial ownership or interest 3. Holding a substantial interest in, or participating in the management of, a firm to which the company makes sales or from which it makes purchases. 4. Borrowing money from customers or firms, other than recognized loan institutions, from which our company buys services, materials, equipment, or supplies. 5. Accepting substantial gifts or excessive entertainment from an outside organization or agency. 6. Speculating or dealing in materials, equipment, supplies, services, or property purchased by the company 7. Participating in civic or professional organization activities in a manner that divulges confidential company information. 8. Misusing privileged information or revealing confidential data to outsiders 9. Using one's position in the company or knowledge of its affairs for personal gains. 10. Engaging in practices or procedures that violate antitrust laws, commercial bribery laws, copyright laws, discrimination laws, campaign contribution laws, or other laws regulating the conduct of company business.”

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