Greater Indianapolis Chamber of Commerce Inc

“Standing Committees The standing committees of the Corporation shall be the Executive Committee, Governance Committee, Finance Committee, Indianapolis Economic Development Committee, Regional Economic Development Committee and Business Advocacy Committee. The Board of Directors shall delegate to each such standing committee the power, authority and responsibilities as set forth in the corporation's bylaws, the charter of such committee or in a resolution of the board. The Board of Directors shall at all times be entitled to exercise any powers delegated to any standing committee by the Bylaws, and the action of the Board of Directors shall control. Other Committees The Board of Directors may from time to time create and appoint standing, special or other committees to undertake studies, make recommendations and carry on functions for the purpose of efficiently accomplishing the purposes of the Corporation. Committees, to the extent specified by the Board of Directors, may exercise the powers, functions or authority of the Board of Directors, except where prohibited by law; provided, however, that if a committee is to exercise board powers, functions, or authority, (a) all the persons serving on the committee must be directors, (b) there must be at least two (2) persons on the committee, and (c) the creation of the committee and the appointment of its members shall be by a majority of all directors in office when the action is taken. Upon acceptance by the Board of Directors of the final report of any such committee, such committee shall stand discharged. Executive Committee Composition The Executive Committee shall consist of the Chairman of the Board and five (5) or more other members of the Board of Directors who shall be designated by the Board of Directors upon the nomination of the Chairman of the Board. The Chairman of the Board shall act as chairman of the Executive Committee, and the President of the Corporation shall act as the secretary of the Executive Committee. No member of the Executive Committee shall continue as such after he or she ceases to be a member of the Board of Directors. Executive Committee Duties During the intervals between meetings of the Board of Directors, and subject to such limitations as may be imposed by law, the Articles of Incorporation or the Bylaws, the Executive Committee shall have and may exercise all the authority of the Board of Directors in the management of the Corporation, except that no action shall be taken which shall conflict with the expressed policies of the Board of Directors. The Executive Committee shall cause minutes of its proceedings to be kept and filed with the minutes of the proceedings of the Board of Directors. Action by Consent Any action required or permitted to be taken at any meeting of the Executive Committee may be taken without a meeting if the action is consented to by two-thirds (2/3) of the members of the Executive Committee. The action must be evidenced by at least one (1) written consent describing the action to be taken, signed by each member of the Executive Committee who consents to the action, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken by consent is effective on the date upon which at least two-thirds (2/3) of the members of the Executive Committee have signed the consent, unless the consent specifies a prior or subsequent effective date.”

“STEVEN F. WALKER AND FRANK D. WALKER - Family relationship, JOHN T. NEIGHBOURS AND J. ALBERT SMITH, JR. - Family relationship, Charles J. Garcia & Billie Dragoo-Garcia - Family relationship”

“The chamber has three classes of members. Regular members, members paying up to $24,999 in annual dues, have access to all but two events during the year, all newsletter and publications, all discount programs, and the ability to be nominated to the board. Commercial Club members, members paying $25,000- $49,999 in annual dues, have the same rights as regular members, but they are invited to the Top investor dinner, Leadership Exchange Trip, and are considered for a seat on the Board. Lastly, Leadership Circle members, members paying $50,000 or above, have the same rights as Commercial Club members, but are offered preferred consideration for a seat on the Executive Committee as well.”

“Members elect the board at the annual meeting of the members in December.”

“The form 990 is reviewed in detail by management. In addition, the finance committee approves the tax return and a full copy of the Form 990 is provided to the Board of Directors prior to filing. The Board of Directors may comment on or ask questions regarding any portion of the Form 990.”

“The organization's conflict of interest policy covers all officers, directors and key employees. Annual questionnaires are completed by each interested person and are reviewed by the CFO. The President of the Chamber is then made aware of any conflicts that exist. If a member of the board has a conflict of interest, the President makes sure the Chairman of the Board is aware of the conflict. The Chairman will ask the member to excuse themselves from any discussions and decisions that involve the conflict.”

“Compensation for the organization's top management official was reviewed and approved by the executive committee and compensation committee. This process is done annually in february. Compensation data in the form of salary surveys were utilized to determine reasonable compensation, and minutes were taken at the meetings to document the approval process by both the executive and compensation committees.”

“Compensation for the organization's other officers and key employees was reviewed and approved by the president. Comparable compensation data was utilized in making the final determination regarding compensation, and the president's decisions were documented.”

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

“The chamber has a vision of creating a region with: -an unparalleled quality of life -a comprehensive mass transportation system -a streamlined local government structure -an educational system that is second to none -a unified pursuit for economic development”

“The organization uses a Administrative Service Only Organization (ASO) to outsource payroll related functions. The ASO is responsible for filing the Form W-3 and all related W2's.”

“MISCELLANEOUS EXPENSE - Total Expense: 1227944, Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ;”