Greater Cleveland Partnership

“In addition to the organization's governing body itself, acting in such capacity, gcp has two types of voting members - "regular members and "emeritus members" - who have the right to elect or appoint one or more members of the organization's governing body, whether periodically, as vacancies arise, or otherwise. In addition, the board chair alone has the right to appoint certain directors and board liaisons. Rights of "regular members" include: 1) call special meetings 2) add agenda items and bring business before a meeting of the members 3) nominate representatives as a candidate for director 4) receive from the chair of the board at the annual meeting a review of the activities of the corporation 5) cast one vote in person, by proxy or by mail on each matter properly submitted for a vote to the members, including electing the board of directors 6) form a board, exchange, society or association 7) waive notice of a meeting by written waiver or attendance 8) take any action in writing that could be taken at a meeting of the members 9) dissolve the corporation rights of "emeritus members" include: 1) same as "regular members" rights of the gcp board chair include the ability to appoint special directors and liaisons upon recommendation of the nominating committee. These appointments consist of: 1. Past chair. A past chairman of the corporation may be appointed as a special director based upon past service as chairman, upon recommendation of the nominating committee. A past chair may serve on the board in such capacity as long as he or she remains actively employed as the highest ranking official, partner or member within the cleveland office of the member by which the past chair was employed while serving as chairman of the corporation. While a past chair is a member of the board of directors, he or she shall be the sole corporation director representative of the member company or institution with which he or she is affiliated. 2. Federal installation liaisons. The highest ranking official within the cleveland installation of each federal installation shall be appointed as a federal installation liaison to the board. Such liaison shall have no voting rights or fiduciary responsibilities to the corporation. 3. Other non-voting directors. Appointment of certain non-voting directors for a term of one year shall be permitted. Such non-voting director shall be the highest ranking employee of a member, or the approved designee pursuant to article ii, section 8(iii), and have no voting rights or fiduciary responsibilities to the corporation. 4. Emeritus directors. Appointment of emeritus directors shall be permitted. An emeritus director shall be a past chair who has served the corporation with distinction and is retired or otherwise separated from the member with which he or she was employed at the time he or she was first elected as chairman of the corporation. Emeritus directors shall have voting privileges and be counted for quorum purposes.”

“Refer to line 6 explanation above.”

“Refer to line 6 explanation above.”

“Finance staff, in conjunction with tax preparers, compiles the information needed to complete the form 990. Upon completion, finance management conducts a detailed review of the return and makes final adjustments, if necessary. The returns are provided to the audit, finance, and executive committees for review and comment. The final version of the form 990 is given electronically and/or by hard copy to each board member for review prior to submission with the irs.”

“The board of directors and staff of the gcp are expected to maintain the highest ethical standards in conducting the business of the gcp. The board and staff conflict of interest policies are intended to provide clear guidance to ensure that the gcp's business is conducted with integrity, and in compliance with all applicable laws, and in a manner that excludes considerations of personal advantage or gain. All board and staff members shall annually receive a reminder of their agreement to comply with the policy and sign a declaration indicating their acceptance. Any violation of the board policy will subject a board member to appropriate action, up to and including removal from the board. When questions arise concerning any aspect of this policy, board members are encouraged to contact the board chair. Violations of this policy should be reported to the board chair or the confidential and independent 24-hour helpline provider, navex global. The disinterested members of the gcp executive committee shall make a determination as to whether a conflict exists and what subsequent action, if any, is appropriate. The gcp executive committee shall inform the board of such determination and action. The board shall retain the right to modify or reverse such determination and action, and shall retain the ultimate enforcement authority with respect to the interpretation and application of this policy. The ceo, or his/her designee, shall make a determination regarding staff members as to whether a conflict exists and what subsequent action, if any, is appropriate. Any violation of the staff policy will subject the employee to discipline, up to and including immediate discharge. When questions arise concerning any aspect of this policy, or to report violations, employees should contact the human resources department or the confidential and independent 24-hour helpline provider, navex global.”

“Salaries of all staff have been subjected to review by a compensation committee created by the greater cleveland partnership. The committee's responsibilities include approving compensation for employees of the organization, including the president/ceo. An annual performance evaluation process is conducted for all employees. Compensation for all employees is evaluated against the market. The compensation committee utilizes the resources of an independent consulting firm in the evaluation process to provide local and national compensation comparable data. The results of the latest survey (gcp executive compensation study - april 2015) provided that direct pay and indirect pay programs reflect market medians.”

“The greater cleveland partnership articles of incorporation are available from the office of the ohio secretary of state. No other governing documents are available to the public.”

“The financial statements and related statements of activities, functional expenses, and cash flows of greater cleveland partnership (gcp) were audited on a consolidated basis. The consolidated statements include gcp and its four (4) related organizations. Refer to form 990 schedule r for details of the related organizations.”

“Committee for oversight of audit and independent accountant selection: the organization has a committee that is responsible for oversight of the audit and selection of independent accountants. The process has not changed from the prior year.”