Minneapolis Downtown Improvement District

“The executive committee consists of no more than 20 members, all of whom are directors. They are appointed by the board of directors. The board delegates the authority and responsibility of the board in between meetings of the board and the authority and responsibility to oversee and manage the operations of this corporation. This is subject to certain limitations set out in the bylaws”

“The organization contracted for professional management services from the minneapolis downtown council that includes the contracted services of the chief executive officer, chief operating officer and other related staff, office space, and oversight of the functions necessary to implement services to the district. Form 990, part ix, statement of functional expenses is presented by natural class; the management fee paid to minneapolis downtown council for the year ended december 31, 2015 was $915,719.”

“Effective january 1, 2015 the minneapolis downtown improvement district's by-laws were amended to define the composition, appointment and responsibility of a budget and operations committee (boc). The membership of this committee will reflect property ownership throughout district and will be appointed by the executive committee. They will be charged with the responsibility and authority over budget and operational decisions. Their actions will be ratified by the executive committee. If the executive committee does not ratify their actions, they would return the recommendation back to the boc with comments to be reconsidered and resubmitted for confirmation. On october 14, 2014, the executive committee voted to recommend approval of these amended bylaws to the full board of directors. The board of directors approved these amended bylaws on december 10, 2014 to be effective january 1, 2015.”

“All of the organization's board of directors are appointed by the minneapolis downtown council. There are up to 13 ex-officio (voting) members. The ex officio directors shall be: 1) the chair, 2) chair elect, 3) immediate past chair of this organization, 4) the chair of the greater minneapolis chamber of commerce, 5) the president of the greater minneapolis chamber of commerce, 6) the chief executive officer of this organization, 7) the president of the greater minneapolis convention and visitors association (meet mpls), 8) the executive director of the minneapolis building owners and managers association, 9) a member of the board of directors of the warehouse district business association (wdba), selected by the chair of the wdba, 10) a representative of the minneapolis religious community, as selected by the board of directors of this organization, 11) the chair of the downtown hotel association, 12) the president of the hennepin theatre trust, and 13) the past chair after his/her term as immediate past chair. The past chairs term as ex-officio is limited to one three year term after his/her term as immediate past chair. 14) a representative from each of the 2025 committees as selected by the executive committee.”

“The form 990 was reviewed and approved by the finance and audit committee. The final form 990 was provided to the executive committee of the board prior to filing.”

“The conflict of interest annual update form is distributed to all officers, directors and employees asking that (1) any known conflicts not previously disclosed be disclosed on the update form and (2) reminding them of the policy and responsibility to notify the appropriate individual of any conflicts that may arise during the year before the related action is taken. Individuals covered under the policy have an ongoing responsibility to notify the appropriate individual of any new or newly discovered affiliations that may represent conflicts. Notifications should be made at any time during the year before a related action is taken. For employees, that individual will be the ceo. For officers and directors, that individual will be the board chair (in cases where the board chair may have a conflict, the issue should be brought to the executive committee). It will be the ceo, board chair, or the executive committee's responsibility to determine the correct action to be taken regarding the conflict and to assure that this action is complied with (i.e. Prohibition from participating in the governing body's deliberations and decision in the transaction). Proceedings related to disclosures and proceedings are documented in meeting minutes or as otherwise appropriate.”

“Compensation for the ceo and other officers and staff is determined by downtown council of minneapolis, a related organization. Downtown council of minneapolis uses the following process to determine compensation. The ceo salary was determined and approved by a search committee that was comprised of 8 members of the board of directors. The salary was compared with similar positions in surveys obtained by the international downtown association and the center for association leadership and found to be within a reasonable range. The process was last undertaken for the ceo, steve cramer in 2015. The chief operating officer (coo) salary was reviewed and approved by a search committee comprised of 5 members of the board of directors. The salary was compared with similar positions in surveys obtained by the international downtown association and the center for association leadership and found to be within a reasonable range. Other senior staff increases have been cost of living with merit bonuses recommended by the ceo and approved by the chair and others on the executive committee. The process was last undertaken for the coo, kathryn reali in 2015.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Safe ambassador 1,963,007. Clean ambassador 1,151,515. Snow services 257,500. Green services 553,285. Other safety services 498,972. Other services 44,658.”

“Minneapolis downtown improvement district contracts their staffing with entities to provide management and operational services.”