Northside Industrial Development Company

“Membership in the organization is divided into two classes consisting of voting and non-voting members. Voting members are the members of the board of directors. Non-voting members are advisory members.”

“Members are elected by the board of directors upon vote of a majority of the directors present at a duly called meeting of the board of directors following application by the individual seeking such membership and payment of such annual dues, provided eligibility requirements have been met. Regular meetings of the members are held at least quarterly, and directors and officers are elected annually.”

“The business, assets and affairs of the organization are managed and controlled by the board of directors. Directors shall be deemed to stand in a fiduciary relation to the organization, and perform the duties of their position with diligence, care and skill which prudent individuals would exercise under similar circumstances. The directors are classified into three classes with each class consisting as nearly as possible of one-third of the number of the board of directors. The directors of the first class are elected for a term of one year; the directors of the second class for a term of two years; and the directors of the third class for a term of three years; and, at each annual election, the successor to the class of directors whose term shall expire that year shall be elected to hold office for the term of three years, so that the term of the office of one class of directors shall expire each year. All elections to the organization's board of directors shall be the affirmative vote of a majority of the board of directors at the annual meeting. A director shall serve until his or her successor has been duly elected or appointed, or until such director's earlier death, resignation, or removal. No director shall serve more than six consecutive years on the board of directors, but may be re-elected to the board after one year has elapsed. The board may, from time to time, by resolution adopted by the majority of the directors then in office, designate one or more committees, each committee to consist of not less than one of the directors and such other persons as the board may deem appropriate. The committees shall be at all times subject to the supervision and control of the board.”

“The board of directors has established an audit committee to review the financial operations of the organization and to inform the board of the results of that process. The board reviews the results of the audited financial statements, and ratifies committee actions where it is appropriate to do so. One of the responsibilities charged to the committee is the annual review of form 990. The process used by the committee to fulfill this responsibility is as follows: management engages a certified public accounting firm to provide management with an annual training session on any current changes to form 990 and new matters that may effect the preparation of the form and all related schedules. The firm is engaged to prepare a draft form 990 which is submitted to management for their review and approval. The form approved by management is also submitted to the audit committee for their review and approval. The form approved by the audit committee is submitted to the board with a recommendation that the board approve the form for filing. The board approves the filing of the form before it is released.”

“In connection with any actual or possible conflict of interest, an interested person has the "duty to disclose" the existence of the financial interest and is given the opportunity to disclose all material facts to the directors and members of committees with powers delegated by the board of directors considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.”

“To ensure that the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. One periodic review shall be determining whether compensation arrangements and benefit packages are reasonable, based on competent survey information and the result of arm's length bargaining.”

“The organization provides copies of its governing instruments, conflict of interest policy and other matters to the public upon request. The information is provided as quickly as possible without charge. The information provided is approved by the executive director prior to release.”

“The organization did not change its oversight or selection process from prior year.”