Vineland Downtown Improvement District Management Corporation

“Classes of members or stockholders - vineland downtown improvement district maangement corporation has no members or stockholders and is managed by the board of trustees consisting of 9 members. The board of trustees have full authority and legal responsibility of the management, operation and financial viability of the organization. The review and monitoring of the programs financial management is delegated to the board of trustees.”

“Election of members and their rights - the initial board of trustees consisted of those trustees named in the articles of incorporation. A trustee elected by the board shall hold office for a period of one calendar year, and the election of all officers of the board shall be by majority vote at the annual reorganization meeting.”

“DECISIONS SUBJECT TO APPROVAL OF MEMBERS - AT ALL MEETINGS OF THE BOARD, A MAJORITY OF THE APPOINTED TRUSTEES THEREOF SHALL CONSITUTE A QUORUM FOR THE TRANSACTION OF BUSINESS. WHERE A QUORUM IS PRESENT, THE ACTS OF A MAJORITY OF THE TRUSTEES PRESENT AT THE MEETING SHALL BE SUFFICIENT TO CONDUCT AND APPROVE THE BUSINESS OF THE ORGANIZATION EXCEPT THAT APPROVAL AND EXECUTION OF ANY AGREEMENT INVOLVING EXPENDITURES OF FUNDS INCLUDING CONTRACTS WITH ANY PERSON, FIRM, CORPORATION, GOVERNMENTAL AGENCY OR OTHER ENTITY SHALL ONLY TAKE PLACE UPON AFFIRMATIVE VOTE OF THE MAJORITY OF THE BOARD OF TRUSTEES AND FOLLOWING SHALL ONLY TAKE PLACE UPON THE AFFIRMATIVE VOTE OF A TWO-THIRDS (2/3) MAJORITY OF THE BOARD OF TRUSTEES: (a) THE BORROWING OF FUNDS FROM PRIVATE LENDERS OR FROM GOVERNMENTAL ENTITIES, (b) THE PURCHASE, SALE, LEASE OR CONTRACT OR MANAGEMENT OF REALTY OR (c) AMENDMENT PURSUANT TO ARTICLE 15 OF THE BY-LAWS.”

“Organizations process to review form 990 - at the end of the year, an outside cpa prepares the annual form 990: return for the organizations exemption from income tax. The form 990 return is then presented to the executive director and board of trustees fro their review and approval. The cpa will then file the return with the internal revenue service.”

“Enforcement of conflicts policy - the organization holds and enforces a conflict of interest and disclosure policy, which is distributed to each trustee, officer, employee, consultant and/or agent and shall certify in writing that he or she has reviewed and complied with such policy. The purpose of the policy is to prevent conflicts of interest interering with the organizations decision making process such that it is no longer representative or or in the bset intrest of the organizaiton, or in accordance with the organizations by-laws.”

“Compensation process for top official - the board of trustees is responsible for determination of compensation for the executive director. Any salary received by the executive director shall be reasonable, given in return for services actually rendered to or for the corporation and consistent with applicable law governing tax-exempt organizations and applicable corporate policies, including any conflict of interest policy.”

“Compensation process for officers - no officer or trustee by virtue of his or her office shall be entitled to receive any salary or compensation other than the reimbursement of monies expended on behalf of the organization and reasonable expenses incurred in attending a regular or special meeting of the board of trustees from time-to-time. Nothing herein shall be construed to prevent an officer or trustee from receiving reasonable compensation appropriate for the value of the serivces performed for the organization in a capacity other than as a trustee, provided that all policies and procedures regarding board conflicts of interest and applicable procurement standards have been followed.”