Dubuque Area Convention and Visitors Bureau

“The Executive Committee consists of the Chairperson, Vice Chairperson, Secretary/Treasurer, City of Dubuque Manager, and other members of the Board as appointed by resolution of the Board of Directors. a. The Chairperson is the chairperson of the Executive Committee. The presence of at least a majority of the members of the Executive Committee is necessary to constitute a quorum for the transaction of business. The vote of the majority of the members present at any meeting at which a quorum is present is the act of the Executive Committee. b. Unless otherwise provided by resolution of the Board, the Executive Committee has and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation in accordance with the law. c. All actions taken by the Executive Committee are reported to the Board at the meeting next succeeding such action. d. The designation and appointment of the Executive Committee and the delegation of authority should not operate to relieve the Board of Directors or any individual director of any responsibility imposed upon it, or the directors by law.”

“Three members must be members of the Board of the Dubuque Chamber of Commerce or its President/Chief Executive Officer appointed by the Board of Directors of the Dubuque Chamber of Commerce. The City of Dubuque Mayor, one City Council member appointed by the City Council, and the City Manager are appointed to the Board. One member of the Dubuque County Board of Supervisors appointed by the Board of Supervisors. The Chairperson of the Convention and Visitor's Bureau Advisory Committee elected annually by the Committee serves as a Board member. One member of the Dubuque Main Street Board of Directors serves as a Board member.”

“A copy of the Form 990 is provided to the Board of Directors prior to filing. The President & CEO and Director of Operations reviews the Form 990.”

“Officers and Board members are required to complete a conflict of interest policy annually disclosing any possible conflicts of interest. The Board reviews any conflicts and the interested person is given an opportunity to disclose all material facts to the Board. The interested person is asked to leave the Board meeting. The Chairperson of the Board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board determines whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing Board may determine by a majority vote of the disinterested directors whether the transaction is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it will make the decision as to enter into the transaction.”

“The President & CEO's compensation is determined by the Board of Directors through an annual review, use of comparability data and documentation of the deliberation and decision in the Board minutes and personnel file. The President & CEO has no voting power and is not present during the Board's review and vote. The Director of Operations compensation is determined by the President & CEO through an annual review, use of comparability data and documentation of the deliberation and decision in the personnel file.”

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