Dallas Regional Chamber

“The board of directors may appoint an executive committee consisting of the chairperson of the board, the chair-elect, the president, the board secretary, the immediate past chairperson of the board, and such additional members as the board of directors may from time to time select, provided, that at all times a majority of the members of the executive committee must be current directors. The executive committee shall have and exercise all of the authority of the board of directors in the management and governance of the chamber. The vote of a majority of the members of the executive committee shall be the act of the executive committee, unless a greater number of votes is expressly required of the board of directors as to any matter by another provision of these bylaws, in which case the same number of votes will be required of the executive committee.”

“The dallas regional chamber (the chamber) shall consist of members of the following classes: active, non-voting, lifetime and courtesy. A member may hold only one category of membership at any time. Active members: the board of directors may from time to time determine the membership levels and related privileges of active members and shall determine the annual dues payable by active members in each such level based on criteria selected by the board of directors. Each active member shall have one (1) vote. Each active member that is an organization shall designate one individual employee or member of the organization as its voting representative in the chamber, and if it fails to do so its voting representative shall be its chief executive officer or the equivalent. Non-voting members: there shall be a single class of non voting members. Non-voting membership in the chamber shall confer all the privileges of active membership; provided, however, that non-voting members shall not have the right to vote. Non-voting members shall be responsible for payment of all dues as determined by the board of directors. Lifetime members: there shall be a single class of lifetime members of the chamber. Lifetime members in the chamber shall not have the right to vote or the right to hold office and shall otherwise be non-active. Lifetime members shall be exempt from payment of all dues. Subject to the discretion of the board of directors, no new lifetime memberships will be awarded. Courtesy members: there shall be a single class of courtesy members of the chamber. A courtesy membership in the chamber may be awarded at the discretion of the board of directors to individuals, organizations or business groups. Courtesy members in the chamber shall not have the right to vote or the right to hold office and shall otherwise be non active. Courtesy members shall be exempt from payment of all dues.”

“See narrative from Line 7a”

“The independent accounting firm reviews 990 requirements with the audit and finance committee of the chamber prior to completion of the return. The audit and finance committee is comprised of dallas regional chamber members and members of management who are responsible for financial governance of the dallas regional chamber and related organizations. A copy of form 990 is made available on a secure internet site and a link to the site is emailed to each member of the board so that they can review form 990.”

“The chamber code of conduct policy includes an annual conflict of interest questionnaire to be distributed to all board members, officers, key employees and highest compensated employees. This information is logged in and evaluated for conflicts requiring individuals to recuse themselves from issues that may present conflicts, or in extreme circumstances, removal from the board.”

“The dallas regional chamber maintains a policy requiring annual reviews of the ceo/president's compensation by the dallas regional chamber's executive committee. The executive committee relies on the drc's compensation committee to complete an annual review. Compensation decisions for these individuals are assisted by: - other organizations market data from form 990s - compensation surveys or studies - review and approval by the dallas regional chamber's compensation and executive committees”

“The dallas regional chamber maintains a policy requiring annual reviews of the other key executives' compensation by the dallas regional chamber's executive committee. The executive committee relies on the drc's compensation committee to complete an annual review. Compensation decisions for these individuals are assisted by: - other organizations market data from form 990s - compensation surveys or studies - review and approval by the dallas regional chamber's compensation and executive committees the ceo/president and coo/cfo approve all other employee compensation changes. Once written approval is obtained, any changes are provided to the human resources and payroll areas for implementation on the effective dates and documentation is held within the human resource department files.”

“The organization's governing documents, conflict of interest policy, and financial statements are made available to the public upon written request and at management's discretion.”

“Some amounts in this column are due to the bonuses that were deferred in tax year 2024. The deferred bonuses will be reported in column (d) when they are paid in tax year 2025. The deferred bonuses from tax year 2023 are currently being reported in column (d).”

“(Expenses $ including grants of $) OTHER SERVICE PROGRAMS: These include DRC Membership which consists of over 600 paying members, as well as Programs in the areas of Public Policy, and Talent Strategies & Leadership and event related activities.”