Downtown Frederick Partnership Inc.

“Leslie powell, director, has a business relationship with carla clarke, vice-president.”

“The following text summarizes the changes to the partnership by-laws adopted by the partnership board of directors in march 2019. Updated reference to the appropriate section of the irs code added a map, as an exhibit, to reflect the current geographic focus area clarified that the partnership may take on efforts that are physically outside the organization's boundaries but would have an impact upon downtown frederick removed text referencing membership as the organization has never had members simplified text related to board members serving a staggered term. Added text to allow directors to serve more than six consecutive years if the voting director fills a vacancy to complete another voting director's term or if the then-serving president would be unable to complete his or her term in office, including the immediate past president role. A majority vote of the board is required to extend the then-serving president's board term. Moved the language (unedited) requiring a board member to attend 75 percent of the board meetings in a fiscal year. Added clarifying language that the partnership executive director would notify the board of any vacancy added detail to the special meetings section to require that notice include the date, time, location and purpose of the meeting and that the special meeting discussion is limited to only the stated purposes clarified that standing committee members do not need to be board members added text to state that the term of the immediate past president is one year added text to state that the board president and vice president can only serve one term in those specific roles (other officer positions can serve a total of three one-year terms) added text to say that the vice president can only sign and execute contracts, etc if the president is unavailable removed the board of advisors section as the partnership has not had such a board for at least 15 years removed an unclear section on reimbursements added sections on maintenance of tax exempt status, books and records and conflict of interest made other general edits for readability which did not change the meaning of the text”

“Line 11a explanation - each board member is emailed a draft of the 990 before it is filed for their comment. The board votes to approve the 990 at the following board meeting.”

“The entire board is asked to complete conflict of interest statements each january. Any identified concerns or issues are brought forward to the executive committee for appropriate action. If the organization needs to fill a board term mid-year, the new board member is asked to complete a conflict of interest statement when joining the board.”

“Each year, the executive committee undertakes an annual review of the executive director. The board of directors and other partners are asked to provide information/feedback to the review process. The executive committee also meets each year to determine the salary for the executive director. This conversation occurs as a part of the budget process. The executive committee considers many factors including the pay scales of persons at comparable levels of experience and responsibility. The executive committees recommendation then is presented to the full board of directors as a part of the annual budget. This presentation occurs at an annual, all day board retreat.”

“Downtown frederick partnership provides such information in compliance with all federal and state rules upon request.”

“No change from prior years.”