Us Green Building Council Inc.

“Summary of changes to usgbc bylaws during fiscal year 2015 and approved in 2016: purpose: to further support documentation for the fy2015 form 990 date compiled: september 15, 2016 date: approved may 26, 2015 with effective date june 1, 2015 reason(s) for changes: to align the bylaws language regarding the election of the board of directors with the board's vote in november 2014 to transition the board to a 9-member, competency-based board, as of january 1, 2016. Consistent with the bylaws and past practice, the election of the 2016 board was to take place in the second half of 2015, and thus the election language needed an effective date earlier than the other amendments (see below) also approved on may 26, 2015. Summary of changes: article iv, sections 3, 4 amended to reflect the 2016 board composition and desired election process; stagger initial terms for 2016 directors so that not all would expire at once date: approved may 26, 2015, with effective date january 1, 2016 reason(s) for changes: to align the bylaws with the board's vote in november 2014 to change the composition of the board of directors to a 9-member, competency-based board, as of january 1, 2016. Summary of changes: - article ii, sections 3-4: replace "executive committee" with "board of directors" - article iii, sections 4, 9: replace "executive committee" with "board of directors; reflect 2016 officer titles - article iv, sections 1, 3, 4, 5, 6, 9, 11: reflect the 2016 board composition and desired election process; stagger initial terms for 2016 directors so that not all would expire at once - article v, sections 1-6: reflect 2016 officer titles; remove a reference to the executive committee; ensure that term and term limit language reflects the intent to maintain a consistent board size of nine - article vi, sections 1-2: streamline the language to include only the officers of the corporation with seats on the board of directors - article vii, section 3: replace "executive committee" with "board of directors" - article ix, sections 1-5: remove the executive committee as a committee and replace "executive committee" with "board of directors"”

“Usgbc's members are organizations. Each member is entitled to one vote on every matter submitted to a vote of the membership, including the annual election of the board of directors. Elected directors are elected by the members pursuant to policy and procedures enacted by the board of directors. Usgbc utilizes proportional voting, by which any employee of a usgbc member who has a site-user account on the usgbc web site linked to the member organization may cast a proportional share of the vote for that member. In compliance with the usgbc membership policies and procedures, any member, otherwise eligible to vote, shall be eligible to vote in the board election so long as the member organization appears on the rolls of the usgbc in good standing as of the date thirty (30) calendar days ("record date") prior to the first date upon which a vote may be cast.”

“Members elect the members of the board (usgbc bylaws, article vi, section 6.)”

“Members may amend the bylaws of the corporation (as well as the board) (usgbc bylaws, article xiii). Finally, a vote of the members is required for dissolution (dc code section 29-301.47(2001)).”

“The form 990 is completed each year by usgbc senior staff in association with tax advisors and filed with the irs. Usgbc's chief operating officer, general counsel and vice president, finance & administration are involved in preparing and reviewing the form 990. Prior to its being filed, the u.s. Green building council provides a copy of the form 990 filing to the board of directors and the finance & audit committee for review. Staff posts the form 990 is to the board's online portal for a minimum of 2 days prior to the filing's submission. An email is sent to all board members, notifying them that the form 990 is available for their review and how to access it. Board members are asked to raise and staff to respond to questions and/or concerns that arise during the review. The form 990 also is sent electronically to members of the finance & audit committee at least 2 days prior to filing.”

“1. Each director, corporate officer and member of a committee or other decision-making body signs an annual statement affirming that s/he: a. Has received a copy of the conflict of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy, and d. Understands that in order for usgbc to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. 2. Each director, corporate officer and member of a committee or other decision-making body also makes an annual full and frank disclosure of his or her interest. 3. At each board and committee meeting, the members disclose any conflicts they have relative to the meeting agenda. Members with conflicts abstain from making motions, voting, executing agreements or taking any other similar direct action of usgbc on matters which directly or predominantly involve the matter of conflict.”

“The process for determining compensation of the organization's ceo includes the following key components: - self-evaluation - done by ceo - survey utilizing electronic survey tool - completed by board of directors + senior staff - review survey results and discuss with the ceo - handled by compensation committee (3 board officers - chair, immediate past chair, chair elect) - review assessment with board and solicit comments in executive session - board/chair - review final assessment and develop plan for future development and compensation - compensation committee /ceo an external consulting firm was utilized to administer the survey and compile results, and to provide comparative data and an assessment of the compensation package. The compensation for all staff other than ceo, including officer's and key employee's, is set by the ceo of our organization. This compensation is based on annual performance evaluations where staff is measured against previously assigned objectives. A compensation survey is done every other year by an external consulting firm which compares usgbc salaries to those of comparably sized ngos in the washington, dc region.”

“The u.s. Green building council provides the public with visibility to its governing documents, conflict of interest policy and financial statements. On the home website of the u.s. Green building council, www.usgbc.org, we post the following documents for public review: - founding documents - committee policies & procedures - bylaws - conflict of interest policy - antitrust compliance policy - other program related policies our financial statements are provided to the public via our form 990 filing posted on guidestar as well as providing a copy of our form 990 filing upon request.”

“Customer service: program service expenses 3,142,923. Management and general expenses 0. Fundraising expenses 0. Total expenses 3,142,923. Leed consulting: program service expenses 121,283. Management and general expenses 0. Fundraising expenses 0. Total expenses 121,283. General consulting: program service expenses 589,623. Management and general expenses 623,339. Fundraising expenses 4,752. Total expenses 1,217,714. Communications consulting: program service expenses 910,081. Management and general expenses 0. Fundraising expenses 0. Total expenses 910,081. Advocacy consulting: program service expenses 371,118. Management and general expenses 0. Fundraising expenses 0. Total expenses 371,118. Professional services: program service expenses 756,746. Management and general expenses 151,990. Fundraising expenses 0. Total expenses 908,736. Prof svcs (planning, site analysis, etc.): program service expenses 0. Management and general expenses 0. Fundraising expenses 1,923,204. Total expenses 1,923,204.”

“GRANT REFUND 5,000.”

“Our volunteers serve as board members and committee members. There are various committees within our organization and volunteers may serve on more than one committee. We have committees that help develop the rating system and education programs, and a finance and audit committee.”