International Downtown Association

“Non-profit Organization Downtown organizations and other center city improvement organizations including, but not limited to, private non-profit organizations, development authorities, assessment and/or improvement district organizations, that have full time staff and which are not government classified employees, are eligible for membership in this category. Public Agency/State, Provincial, National Association Public agencies, units of government, state associations, and non-profit organizations whose interests encompass downtown development, but are not exclusively focused on the downtown area, are eligible for membership in this category. For-Profit Corporate/Business For-profit corporations are businesses involved in center city improvements are eligible for membership in this category. Individuals who are involved in the center city improvement and who do not fall into any of the other categories of membership are eligible to join as individual members. Academic institutions, academic institutional subdivisions or individuals whose professional activity is in the academic arena and whose major area of study or research involves center city improvements are eligible for academic membership. Student Virtual Students or individuals who would like to have access to the members-only sections of the IDA website and receive the monthly online newsletter. Students are also eligible for discounts on conferences and publications. International Virtual - individuals or organizations outside of the United States and Canada who have an interest in downtown development. International members can access the "members-only" sections of the IDA website, and will receive on-line publications.”

“Membership elects the members to the Board of Directors according to by-laws.”

“Bylaws may only be amended either by a majority vote of the Association's membership present at a duly called meeting, or by written ballot.”

“The Form 990 is initially reviewed by management. After management's review, a draft is provided to the Board or its authorized representative for further review.”

“The organization enforces its conflict of interest policy by performing the following procedures: (a) Before board or committee action on Contract or Transaction involving a Conflict of Interest, a director or committee member having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting. (b) A director or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a Conflict of Interest shall disclose to the chair of the meeting all facts material to the Conflict of Interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting. (c) A person who has a Conflict of Interest shall not participate in or be permitted to hear the board or committee discussion of the matter except to disclose material facts and to respond to questions. Such personal shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting. (d) A person who has a Conflict of Interest with respect to a Contract or Transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. The person having a conflict of interest may not vote on the Contract or Transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person's ineligibility to vote shall be reflected in the minutes of the meeting. For purposes of this paragraph, a member of the board of directors of IDA has a Conflict of Interest when he or she stands for election as an officer or for re-election as a member of the board of directors. (e) Responsible persons who are not members of the board of directors of IDA, or who have a Conflict of Interest with respect to a Contract or Transaction that is not subject of board or committee action, shall disclose to the Chair or the Chair's designee any Conflict of Interest that such Responsible Person has with respect to a Contract or Transaction. Such disclosure shall be made as soon as the Conflict of Interest is known to the Responsible Person. The Responsible Person shall refrain from any action that may affect IDA's participation in such Contract or Transaction. In the event it is not entirely clear that a Conflict of Interest exists, the individual with the potential conflict shall disclose the circumstances to the Chair or the Chair's designee, who shall determine whether there exists a Conflict of Interest that is subject to this policy. Additionally, the following review procedures are carried on by each responsible individuals to monitor the conflict of interest policy: (a) Each new Responsible Person shall be required to review a copy of this Poliyc and to acknowledge in writing that he or she has done so. (b) Each Responsible Person shall annually complete a disclosure form identifying any relationships, positions, or circumstances in which the Responsible PErson is involved that he or she believes could contribute to a Conflict of Interest arising. Such relationships, positions, or circumstances might include service as a director of or consultant to a not-for-profit organization, or ownership of a business that might provide goods or services to IDA. Any such information regarding business interests of a Responsible Person or a Family Member shall be treated as confidential and shall generally be made available only to the Chair, the President, and and committee appointed to address Conflicts of Interest, except to the extent addtional disclosure is necesssary in connection with the implementation of the Policy. (c) This policy shall be reviewed annually by each member of the board of directors. Any changes to the policy shall be communicated immediately to all Respo”

“The President is subject to an annual review by the Chair of the Board of Directors and reported to the Board of Directors.”

“A binder, which is kept in the office of the Director of Finance and Administration, is available for any member to review upon request.”