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. Business improvement district (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 on bylaw amendments and changes to bid tax and bid tax collection.”

“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 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 could be a list of family members, substantial business or investment holdings, and other transactions or affiliations with businesses and other organizations or those family members. The disclosures are reviewed by the chairperson or whomever they designate. If a conflict occurs, the person(s) involved will recuse themselves from all discussions on the conflicted transaction except in order to answer any qestions from the board about the conflict.”

“The president is paid by the noma improvement association. Compensation is established by the noma improvement association executive committee based on a review of comparable position compensation in the washington dc area. Compensation is reviewed and approved by the full noma bid board. This process took place recently in 2016 at which time the president entered into a 3-year employment contract with the noma bid terminating on 9/30/2019. Compensation is fixed under the contract through that date. 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 reviews all employee compensation and memorializes those decisions in the employee hr files. This was most recently completed in fy19.”

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

“Contract labor 541,865. Consulting fees 290,364. Other professional fees 61,925.”