Noma Improvement Association

“By a majority vote of the directors in office, the board of directors may create an executive committee consisting of one or more directors including the chairman of the board, who will preside over the executive committee, the vice chairman of the board, the secretary, the treasurer, and, if still a director, the immediately prior chairman of the board. Except as otherwise required by law or the corporation's bylaws, the executive committee shall have such authority as the board of directors specifies for the management of the corporation, except the executive committee may not: (1) authorize distributions; (2) approve or propose to members actions that applicable law requires must be approved by members; (3) fill vacancies on the board of directors or, on any of its committees; or (4) adopt, amend, or repeal bylaws. The executive committee shall keep regular minutes of its proceedings and shall report the same to the board of directors when required. The executive committee is subject to the meeting, notice quorum, and related rules and laws as the board of directors.”

“There is only one class of member. Bid members are those persons or companies who own property within the bid or lease space of 5,000 or more square feet within the bid.”

“All members that are current on their bid tax assessments may vote in the board member election held annually during the annual meeting.”

“Members of the organization have the right to vote for directors and on bylaw amendments.”

“A draft form 990 is prepared by an outside accounting firm and is reviewed by management. The final draft 990 is provided to the treasurer for review and then shared with the executive committee for approval. The draft 990 will then be provided to the board of directors prior to filing with the irs.”

“Persons covered by the policy will annually disclose or update to the chairman of the board of directors on a form provided by the organization their interests that could give rise to conflicts of interest, such as a list of family members, substantial business or investment holdings, and other transactions or affiliations with businesses and other organizations or those of family members.”

“For the president, the process for determining compensation is based on market rates for similar positions in the dc area. The market rate information is reviewed and independently verified by members of the executive committee, which structures and approves the president's compensation. This was most recently completed in 2016, and based on this information a 3-year contract was signed between the organization and the president. For other employees, the process for determining compensation is based on a review of comparable positions in other bids in the dc area. The president reviewed all employee compensation and memorialized decisions in employee hr files. This was most recently completed in 2016.”

“The organization makes the governing documents, including the conflict of interest policy and financial statements, available to the public upon request.”

“Contract labor 478,723. Consulting fees 113,627. Other professional fees 10,594.”