Downtown Madison Inc

“The corporation shall have two classes of members: (i) individual, and (ii) organizational. Any individual or organization that subscribes to the purposes and policies of the corporation may become a member. Each member shall pay an annual membership fee as established by the board of directors. Non-dues-paying individuals or organizations may be accepted as associate members of the corporation subject to the approval of the board of directors.”

“Only dues-paying members shall be entitled to vote. Each dues-paying member shall be entitled to one vote on each matter submitted to a vote of the members. Organizations shall be considered one member with one vote for such voting purposes. Directors shall be elected at the annual meeting of the members of the corporation.”

“The board may amend, repeal or adopt new bylaws as specified in wis. Stat. 181.1021(1). However, members shall be allowed to vote on any proposed amendment affecting article ii, sections 1, 2, or 3 as specified in wis. Stat. 181.1022(1). Dues-paying members may also amend, repeal or adopt new bylaws as specified in wis. Stat. 181.1021(2).”

“The form 990 is reviewed and approved by the president prior to filing with the internal revenue service.”

“Directors, officers, employees, and members of a dmi committee are required to disclose all potential conflicts of interest on an annual basis. In connection with a potential conflict of interest, an interested person must be given an opportunity to disclose all material facts to either the governing body or to the committee considering the proposed transaction when a potential conflict of interest has been identified. The chair of the governing body or of the committee considering the proposed action shall determine whether a conflict of interest exists and, if so, how to address it. The minutes of the meetings of the governing body and committees shall contain the names of interest persons who disclosed a potential conflict of interest or were found to have a conflict of interest, the nature of the potential conflict of interest or conflict of interest, and any action taken to address the potential conflict of interest or conflict of interest, including abstention by the interested party from voting on the proposed action.”

“On an annual basis, the personnel committee reviews the president's performance and approves the president's compensation for the following year. Prior to approving compensation, the personnel committee reviews a compensation survey prepared by an independent third party.”

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