The Greater Wilkes-Barre Development Corporation

“The following family and business relationships include board relationships with board members of all related entities included in schedule r: doug barbacci (director) has a business relationship with the following director: john strellish. Paul berdy (director) has business relationships with the following directors: carol douds, john dowd, gus genetti, gus genetti jr, joe kluger, richard mebane, and john strellish. Joseph e. Kluger (chairperson) has business relationships with the following directors: lars anderson, michael barrouk, john bartorillo, paul berdy, brent l. Berger, lou ciampi, stephen n. Clemente, peter danchak, john dowd, mary erwine, gus genetti, jr, robert glunk, elizabeth graham, robert graham, jack jones, clayton karambelas, carol keup, kathleen lambert, thomas leary, thomas makowski, tara mugford-wilson, john nackley, john ryan, catherine shafer, troy standish, and john strellish. Joseph e. Kluger (director) has a family relationship with sue k. Kluger (gwvc director emeritus) and tara mugford wilson. Tara mugford wilson (director) has business relationships with the following directors: gus genetti jr, frank joanlanne, joseph kluger, patrick leahy, william sordoni, and troy standish. Tara mugford wilson (director) has a family relationship with joseph kluger. Lewis sebia (director) has a business relationship with the following directors: john strellish, and joe angelella. Jeffrey stine (director) has a business relationship with troy standish. Tom williams (director) has business relationships with the following directors: brent berger, and william sordoni. Troy standish (ex-officio) has a business relationship with the following directors: mike bean, don brominski, stephen clemente, philip johnson, jeffrey metz, maureen metz, tara mugford wilson, jeffrey stine, and joe kluger. William e. Sordoni has a business relationship with the following directors: phil amend, joseph angelella, brent berger, frank joanlanne, patrick leahy, thomas makowski, tara mugford-wilson, teri ooms, conrad schintz, and tom williams.”

“Approved motions are often brought before the board of greater wilkes-barre chamber of business and industry (parent company) for ratification.”

“Prior to filing with the internal revenue service, the form 990 is reviewed by members of the greater wilkes-barre chamber of business and industry ("cbi") audit committee. Cbi is the parent entity of the greater wilkes-barre development corporation. The tax return is made available to all board members prior to filing.”

“Each "interested person" shall annually sign the conflict of interest disclosure statement which affirms that such person: a. Has received a copy of the conflict of interest policy or the by-laws, b. Has read and understands the policy, c. Has agreed to comply with the policy, and d. Understands that greater wilkes-barre chamber of business and industry and affiliates are tax-exempt organizations and that in order to maintain federal tax exemption, must engage primarily in activities which accomplish one or more of its tax-exempt purposes under irc section 501(c)3, 501(c)(4), or 501(c)(6) of the internal revenue code. On the conflict of interest disclosure statement, all "interested persons" must detail all existing or potential conflicts of interest and file the form with the governance committee annually. Interim disclosures shall also be required as conflicts develop subsequent to the annual disclosures. To ensure that greater wilkes-barre chamber of business and industry and affiliates operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax review of any potential conflict shall be conducted by the governance and/or audit and/or finance committees. Review of such transactions includes the following subjects: a. Whether compensation arrangements and benefits are reasonable and are the results of appropriate negotiations. B. Parties subject to the transaction are excused from all discussion regarding the transaction and are not present during the vote. C. Any abstentions to the vote are documented in the meeting minutes. A board development committee exists and meets at least two times each year. It evaluates the performance of current board members and nominates potential board members to the organization's board for review and ratification. Those nominees are selected based on a set of variables important to the mission of the organization. They include professional and educational experience, diversity of background, and representation across a broad spectrum of the business and civic communities served by the organization. Special attention is given to ensure that no particular business, industry, or individual has the ability to influence a multiple number of board votes at any time. Staff members of the greater wilkes-barre chamber of business & industry distribute the conflict of interest statements at the first meeting of the year. The board members are required to return the signed statements within 2 weeks. If the forms are not returned within two weeks, staff members will follow up with those board members who have not returned their forms. Staff reviews all of the conflict of interest statements and notifies the chairman of the board of any conflicts of interest that may exist. Staff then monitors the potential for conflicts of interest on matters throughout the year.”

“The greater wilkes-barre development corporation's parent entity, greater wilkes-barre chamber of business and industry ("cbi"), maintains a personnel committee charged with establishing and administering the compensation practices for officers and key employees of the organization. The personnel committee utilizes comparability data published by similar economic development organizations and chambers of commerce, such as the international economic development council and the association of chamber of commerce executives, on both a national and statewide basis. Cbi's compensation decisions are based upon a review of compensation for jobs that are similar in responsibilities and duties, in organizations that are similar in size, revenue, and/or number of employees. Committee meetings are held on a regular basis, and deliberation and committee decisions are documented in detail.”

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

“The organization has a committee that assumes responsibility for oversight of the audit and selection of the independent accountant. The process has not changed since the prior year.”

“The salaries and wages reported on form 990, part ix are the greater wilkes-barre development corporation's allocated payroll costs based on time spent. All individuals working at the greater wilkes-barre development corporation are employees of the greater wilkes barre chamber of business & industry ("cbi") and are reported on its form 941 under ein: 02-0605397. Cbi is an affiliated tax-exempt organization. Payroll taxes are allocated in the same manner as salaries and wages, based on time spent. The organization's allocated payroll tax expense is included in "other salaries and wages" reported on line 7 of the statement of functional expenses.”