Downtown Council of Minneapolis

“The executive committee consists of no more 20 members, all of whom are directors. They are appointed by the board of directors. The board delegates the authority and responsibility of the board in between meetings of the board and the authority and responsibility to oversee and manage the operations of this organization. This is subject to certain limitations set out in the bylaws.”

“The council has one class of members who may be any persons, firms or corporations who shall, as determined by the board of directors in its sole discretion, reside in, work in, own property in, derive income from, or otherwise be especially interested in the downtown area of the city of minneapolis, and who shall have paid the prescribed membership dues.”

“The business and property of the corporation shall be managed by a board of directors, which shall consist of not fewer than eighteen (18) nor more than eighty (80) voting directors, comprised of the eleven (11) ex-officio directors listed below and up to sixty-nine (69) appointed directors. The appointed directors shall be appointed by the minneapolis downtown council. The ex officio directors shall be (a) the chair, chair elect, and immediate past chair of the board of directors of this corporation, (b) the president of the greater minneapolis chamber of commerce, (c) the chief executive officer of this corporation, (d) the president of the greater minneapolis convention and visitors association, (e) the president and chief executive officer of the minneapolis building owners and managers association, (f) a representative of the minneapolis religious community, as selected by the board of directors of minneapolis downtown council, (g) the chair of the downtown hotel association, (h) the president of the hennepin theatre trust, and (i) the chair of the minneapolis downtown council.”

“The form 990 was reviewed and approved by the finance and audit committee. The final form 990 was provided to the executive committee of the board prior to filing.”

“The conflict of interest update form is routinely distributed to all officers, directors and employees asking that (1) any known conflicts not previously disclosed be disclosed on the update form and (2) reminding them of the policy and responsibility to notify the appropriate individual of any conflicts that may arise during the year before the related action is taken. Individuals covered under the policy have an ongoing responsibility to notify the appropriate individual of any new or newly discovered affiliations that may represent conflicts. Notifications should be made at any time during the year before a related action is taken. For employees, that individual will be the ceo. For officers and directors, that individual will be the board chair (in cases where the board chair may have a conflict, the issue should be brought to the executive committee). It will be the ceo, board chair, or the executive committee's responsibility to determine the correct action to be taken regarding the conflict and to assure that this action is complied with (i.e. Prohibition from participating in the governing body's deliberations and decision in the transaction). Proceedings related to disclosures and decisions are documented in meeting minutes or as otherwise appropriate.”

“The ceo salary was determined and approved by the executive committee of the board of directors in october 2017 after engaging an outside firm to conduct an analysis of similar positions in the area as well as in the same industry across the country. A recommendation was made by the outside firm which was considered and approved effective november 1, 2017. Subsequent compensation amounts have been approved by the executive committee. Chief operating officer (coo) salary was reviewed and approved by a search committee comprised of 5 members of the board of directors. The salary was compared with similar positions in surveys obtained by the international downtown association and the center for association leadership and found to be within a reasonable range. Other senior staff increases have been cost of living with merit bonuses recommended by the ceo and approved by the chair and others on the executive committee. The process of comparisons to other similar positions in surveys was last undertaken for the coo, kathryn reali in 2016.”

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

“The process for oversight and selection of an independent accountant has not changed.”