Council on Tall Buildings and Urban Habitat

“Section 1. The Executive Committee shall consist of members, all of whom shall be voting Trustees, except for the Chief Executive Officer, who shall be ex-officio with the power to vote and who shall be counted as part of a quorum for the purpose of transacting business. The Chair, Vice Chair, Chief Executive Officer, Secretary and Treasurer of the Board of Trustees shall be members of the Executive Committee. Section 2. The purpose of the Executive Committee shall be to act on behalf of the Board of Trustees between regularly scheduled meetings of the Board of Trustees where in the business judgment of the Executive Committee an emergency exists, or there is insufficient time to call a special meeting of the Board of Trustees as provided for in these Bylaws, or the Board of Trustees has delegated to the Executive Committee the authority to act on its behalf; assist the Chair and the Chief Executive Officer with their responsibilities to enable the Board of Trustees to function effectively and efficiently, i.e. oversee the work of Board Committees and the Council's planning process and progress on achieving planning goals; and to develop a process to evaluate the performance of the President and/or Chief Executive Officer. Unless the Board of Trustees delegates to the Executive Committee the authority to act on its behalf, the following items are reserved for action by the Board of Trustees: selection, termination, compensation and evaluation (provided the evaluation of the President and/or Chief Executive Officer's performance will be subject to the provisions of their respective employment contract) of the President and/or Chief Executive Officer; selection of corporate legal counsel for the Council; Trustee and Board Officer election and removal; changes in institutional mission, goals and philosophy; amendments to the articles of incorporation; incurring of corporate indebtedness; sale of Council assets or tangible property; and adoption of the annual budget. Without limitation, the following powers are specifically not delegated to the Executive Committee and are reserved for the Board of Trustees: (a) amending or repealing these Bylaws or the Articles of Incorporation; (b) electing, appointing, or removing any Officer, Trustee, or member of any committee, or fixing the compensation of any member of a committee; (c) adopting a plan of merger or adopting a plan of consolidation with another corporation; (d) authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property or assets of the Corporation; (e) filling vacancies on the Board of Trustees or any of its committees; (f) adopting a plan for the distribution of the assets of the Corporation or for dissolution; or (g) amending, altering, repealing, or taking any action inconsistent with any resolution or action of the Board of Trustees which by its terms provides that it shall not be amended, altered, or repealed by any such committee. Section 3. The Executive Committee shall meet as often as is necessary to conduct its business as the Chair determines. A majority of voting Trustee Executive Committee members shall constitute a quorum.”

“The organization amended its bylaws to make concrete changes to how the organization is governed and operates. The board size was expanded from 9 to 14 members. Officers such as the Chair, Vice Chair, Secretary, and Treasurer can now continue serving beyond three consecutive terms if approved by the board, removing the previous one-year break requirement. The title "Executive Director" was replaced with "Chief Executive Officer" throughout the document. A senior staff member may now be appointed as a second ex-officio, non-voting board member and may serve temporarily as Secretary. Trustees are now required to attend at least half of all meetings each year, with at least one in person. Meeting notices can now be sent by email only, and the Executive Committee may act in place of other standing committees. These changes materially affect leadership structure, board composition, and operational procedures.”

“Form 990 is prepared by an independent CPA firm and reviewed in detail by the organization's top management. The reviewed Form 990 is then provided to the board of directors prior to filing with the IRS.”

“A trustee shall be considered to have a conflict of interest if a trustee (1) has existing or potential financial or other interests that impair or appear to impair the trustee's independent, unbiased judgement in the discharge of his or her responsibilities to CTBUH or (2) is aware that a member of the trustee's family has a financial or other interests that impair or appear to impair the trustee's independent judgement in the discharge of his or her responsibilities to CTBUH. For purposes of this provision, a family member is defined as a spouse, parent, sibling, child, or any other relative residing in the same household as the trustee. Each trustee shall complete and sign a disclosure form provided annually and reviewed by the Board of Trustees. All trustees shall disclose to the board any possible conflict of interest at the earliest practical time. The trustee shall absent himself or herself from discussions of, and abstain from voting on, such matters under consideration by the Board of Trustees or its committees. The minutes of such meeting shall reflect that a disclosure was made and that the trustee with a conflict or possible conflict abstained from voting. Any trustee who is uncertain as to whether a conflict of interest may exist in any matter may request that the Board or committee resolve the question in his or her absence by majority vote.”

“The President's overall compensation is determined and approved by the board of directors; which includes the IIT portion of his salary, contracted with the IIT College of Architecture. The annual compensation review is completed based on individual and company performance variables and comparability data is regularly used in this process. This process is documented in the board minutes and as part of the budget approval process.”

“The compensation for all other officers is determined and approved by the board of directors. The annual compensation review on all officers is completed based on individual and company performance variables and comparability data is regularly used in this process. This process is documented in the board minutes and as part of the budget approval process.”

“The governing documents, conflict of interest policy and financial statements are available upon request.”

“(Expenses $ 624,083 including grants of $) CTBUH developed the international standards for measuring and defining tall buildings, as outlined on its website, and is recognized as the arbiter for bestowing designations such as the "World's Tallest Building." These standards also inform the basis of the CTBUH Tall Building Database, the world's premier online resource for accurate, reliable information on tall building data. The CTBUH website provides the public with detailed data, images, and technical information on more than 40,000 tall buildings, and their cities, the world over.”

“(Expenses $ 573,580 including grants of $)(Revenue $ 97,782) Through the publication of books, proceedings, technical guides, research reports, and a monthly newsletter, CTBUH disseminates multidisciplinary information on all aspects of tall buildings and sustainable urban environments.”

“(Expenses $ 267,726 including grants of $ 35,000) CTBUH offers annual competitions for professionals and students to engage in design and research projects. The evaluation of competition proposals and designs are undertaken by an expert peer review committee, which reflects a multi-disciplinary group of tall building/urban experts from around the world with experience in varying fields. The Masters of Tall Buildings and Vertical Urbanism (M.TBVU) program is a collaboration between CTBUH and the Illinois Institute of Technology (IIT), and is the world's first multidisciplinary advanced degree focused specifically on the high-rise and the role of urban density in future cities.”

“Council on Tall Buildings and Urban Habitat (CTBUH) does not file any W-2s as all payroll, benefits, and payroll tax returns administered through a contracted professional employment organization (PEO). The number of CTBUH employees reported on this line represents the number for which CTBUH reimburses the PEO for all salaries, benefits, payroll taxes, employer costs and added fees. All reimbursed staff expenses are reported on 990 Part VII, Section A and 990 Part IX, Lines 5 - 10.”

“Foreign exchange loss - -3257;”