Rosslyn Business Improvement Corp

“The organization's governing body has delegated to its executive committee board authority to act between quarterly meetings of the board on matters that otherwise would require action by the board pursuant to the organization's governing documents. These tasks include among others, the selection of the outside auditor; review, interaction with the organization's staff relating to human resources, finance and overall operational decisions; interaction with arlington county on an as needed basis when operational issues exist as a result of the organization's services agreement with the county; and providing advice on proposed development activities deemed likely to impact the rosslyn sector or arlington county. The board has reserved for itself the authority to elect the members of its executive committee. All actions taken by the executive committee during the period between quarterly meetings of the board are reported to the board at its next occurring meeting.”

“1.) molly fogarty (assistant treasurer), representing nestle & tim helmig (vice chair), representing monday properties; business relationship 2.) molly fogarty (assistant treasurer), representing nestle & jennifer burns (director), representing monday properties; business relationship 3.) michele massey (director), representing grant thornton & tim helmig (vice chair), representing monday properties; business relationship 4.) michele massey (director), representing grant thornton & jennifer burns (director), representing monday properties; business relationship 5.) sherri norman (director), representing university of virginia darden & tim helmig (vice chair), representing monday property; business relationship. 6.) sherri norman (director), representing university of virginia darden & jennifer burns (director), representing monday properties; business relationship. 7.) jamie jones miller (director), representing northeastern university & cy kouhestani (chair), representing brookfield office properties; business relationship. 8.) curt large (treasurer), representing pioneer venture & peter greenwald (director), representing penzance companies; business relationship. 9.) adam nowak (director), representing microsoft federal & joe mckenna (director), representing divcowest; business relationship.”

“The corporation only has voting members. A voting member of the corporation means an owner of real property.”

“At each annual meeting, only the voting members (owners of real property) shall elect directors, (the governing body). The election of these directors shall constitute the organization's governing body for the upcoming fiscal year.”

“The organization utilizes the following form 990 review process: the form 990 is prepared by the organization's outside consulting and tax cpa firm. The return is prepared in draft form for an initial review by the organization's president, finance & hr manager, and the organization's treasurer-director. The finance and audit committee then reviews and approves the form 990. Thereafter, the tax return is electronically e-mailed to the entire governing body (board of directors) for their review and comments. After allowing for a reasonable time for comments, the tax return is finalized for filing.”

“The organization monitors and enforces compliance with its conflict of interest policy on an annual basis. All board members as well as employees are presented with the organization's conflict of interest policy and are asked to sign a "conflict of interest policy affirmation". Each person affirms they have read the policy and affirms they have not obtained any financial interests during the preceding year that have not been disclosed to the organization, and further, no non-financial interest matters have arisen that were not previously disclosed. The form also provides each person the opportunity to disclose any conflicting interests they may have regarding the operations with the organization. Upon disclosure of financial or non-financial interests and of all material facts relating to the disclosure, and after discussion among disinterested members of the board of directors or committee, and the interested person, the disinterested members of the board of directors shall decide if a conflict of interest exists. The policy sets forth procedures for addressing the underlying transaction or arrangement when a conflict of interest is determined and the disciplinary and corrective action to be taken if violations of the conflict of interest policy are found. The organization also engages in periodic reviews to ensure the organization is operating in a manner consistent with its non-profit purpose.”

“The president is the highest compensated employee in the organization. The president's salary is evaluated annually with performance factors as well as comparable market data to determine a compensation range that is similar to others in the industry with like responsibilities. The board has adopted a policy regarding the compensation paid to the president and/or key employees. The document is called the "policy on the process for determining key employee compensation". The process involves the review and approval by the executive committee after sufficient review and use of data for comparable compensation, and contemporaneous documentation and recordkeeping with respect to deliberations regarding such compensation agreement.”

“The governing documents and conflict of interest policy are provided to all board directors and staff. They are available to the public upon request. The audited financial statements completed after the end of the fiscal year (june 30th) are available to the public on the organization's website and upon request.”

“The board has established a finance and audit committee to review budgets and draft audits, and make recommendations to the board or its executive committee. Staff recommendations for annual independent auditor selection are also reviewed by the committee with a subsequent recommendation to the board or its executive committee.”