Us Green Building Council Inc.

“Following are summary of changes to bylaws during 2013: article iv section 3. "subject to such requirements, only employees of members in good standing may be eligible for nomination as elected directors . . ." amended to: "subject to such requirements, only employees of members in good standing are eligible to stand for election as elected directors . . ." article iv section 4 - term. Added temporarily: "in order to allow for an orderly staggering of directorships, for the election of those elected directors held in 2013 whose terms shall commence on january 1, 2014, the term of one elected director shall be for only one year, such directorship to be designated by the board in advance of the election for directors. The terms for all other directors shall be as provided below. This first paragraph of section 4 is temporary and shall expire and automatically be deleted from the usgbc bylaws on january 1, 2015. Article ii section 1. Re-defined "membership" to include both regular members (organizations) and associate members (individuals). Article ii section 2. Clarified where membership admission procedure is stated. Article ii section 3. Amended to include both regular and associate members. Article iii section 2. Clarified voting rights for regular and associate members. Article iii section 4. Clarified voting rights at special meetings. Article iii section 5. Clarified notice requirements for meetings of members. Article iii section 6. Clarified quorum for member voting. Article iv section 3. Clarified eligibility for board service. Article iv section 6. Clarified eligibility to vote for the board of directors. Article iv section 12. Clarified criteria for removal of an elected director. Article ix section 3. Clarified balance definition for committees. Article xi. Clarified who may amend the bylaws and by which process.”

“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 it 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.”

“Conflict of interest policy 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 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.”

“Usgbc sold greenbuild during 2013.”

“Customer service: program service expenses 1,375,953. Management and general expenses 434,511. Fundraising expenses 0. Total expenses 1,810,464. Leed consulting: program service expenses 633,876. Management and general expenses 0. Fundraising expenses 600. Total expenses 634,476. Leed reviewer expenses: program service expenses 536,781. Management and general expenses 0. Fundraising expenses 0. Total expenses 536,781. Workshop faculty: program service expenses 3,340. Management and general expenses 0. Fundraising expenses 0. Total expenses 3,340. General consulting: program service expenses 1,198,696. Management and general expenses 523,444. Fundraising expenses 2,963. Total expenses 1,725,103. Communicatins consulting: program service expenses 589,620. Management and general expenses 0. Fundraising expenses 0. Total expenses 589,620. Goverance consulting : program service expenses 0. Management and general expenses 19,568. Fundraising expenses 0. Total expenses 19,568. Professional services: program service expenses 31,743. Management and general expenses 24,486. Fundraising expenses 10,925. Total expenses 67,154. Advocacy consulting : program service expenses 159,231. Management and general expenses 0. Fundraising expenses 0. Total expenses 159,231. Computer consulting: program service expenses 932,890. Management and general expenses 294,597. Fundraising expenses 0. Total expenses 1,227,487.”

“GRANT REFUNDS 7,000.”

“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 finance and audit committee.”