Greater Phoenix Economic Council

“The executive committee of the board shall consist of the number of members established by the bylaws and selected at the annual meeting according to the bylaws. 1) the chairperson of the board shall be a member of the executive committee and the chairperson of the executive committee, 2) the immediate past chairperson of the board shall be a member of the executive committee, 3) all member of the executive committee must be elected from among the directors to the board. 4) the chief executive officer shall serve as an advisory member of the executive committee without vote. The chief executive officer shall receive notice of, and be entitled to attend each meeting of the executive committee. 5) notwithstanding anything set forth herein, no member of the executive committee shall be an elected public official. In the interim between board meetings, the executive committee shall supervise and manage the corporation's business and affairs and shall exercise the authority of the board, including having the power to appoint an interim chief executive officer/president in the event of a vacancy in such office, subject, however, to any limitations specified by the articles, these bylaws, express board resolutions to the contrary, and applicable law. The executive committee shall not possess any authority of the board prohibited to it by law and may not fill any vacancy on the board or any committee of the board, adopt amendments to the articles or these bylaws, or fix compensation for the directors.”

“Board of directors are engaged in businesses related to and compatible with one another. As such they are frequently in the position to procure goods and services from each other in the daily operation of their businesses.”

“All directors shall be nominated or appointed in the manner and by the individuals or entities listed. Any individual empowered by these bylaws to nominate or appoint one or more members of the board may nominate or appoint himself or herself to the board, may nominate one of its own members, or may appoint one of its own members. The chief executive officer of the corporation shall be an ex officio director, but shall not be entitled to vote. Community representatives: each city or town is entitled to that number of representatives for the board as set forth in the bylaws, provided that a city or town entitled to representation on the board shall cease to be so entitled if such city or town fails to make its annual contribution, or any installment thereof, and provided that the board shall reduce the number of directors representing maricopa county, arizona if the board of supervisors of maricopa county fails to make its annual contribution or installment thereof. A mayor of any city or town empowered by these bylaws to nominate one or more members of the board may nominate an elected official to serve on the board. To the extent that the mayor of a city or town is entitled to nominate more than one director, such additional directors shall not be elected officials. The mayor of a city or town shall submit the number of prospective candidates per appointment, as determined by the executive committee, satisfying the guidelines set forth in these bylaws to the nominating committee of the corporation. (a) any city or town having a population of 2 million or more may have nine representatives on the board. (b) any city or town having a population of 1.5 million or more but less than 2 million may have eight representatives on the board. (c) any city or town having a population of 1 million or more but less than 1.5 million may have seven representatives on the board. (d) any city or town having a population of 500,000 or more but less than 1 million may have five representatives on the board. (e) any city or town having a population of 300,000 or more but less than 500,000 is entitled to three representatives on the board. (f) any city or town having a population of 100,000 or more but less than 300,000 may have two representatives on the board. (g) any city or town having a population of less than 100,000 may have one representative on the board. (h) maricopa county may have the same number of representatives on the board that the largest city or town in maricopa county is entitled to, who shall be nominated by the maricopa board of supervisors. No more than two of the representatives of maricopa county may be elected officials. To the extent possible, any director who is not an elected official nominated by the maricopa county board of supervisors shall be nominated pursuant to the guidelines set forth in the bylaws. Appointed directors: each entity listed is authorized to appoint the number of directors indicated for that entity. (a) one director shall be appointed by the president of arizona state university. (b) one director shall be appointed by the chancellor of the maricopa community colleges. (c) unless otherwise appointed to the board, one director shall be appointed by the president of any regional utility having a distribution system serving at least six cities or towns who also has active participation in the economic development directors team and is current in contributions equal to or greater than the highest level of membership support at the time. (d) governmental bodies other than maricopa county, cities or towns and that have recognized jurisdiction over real property located within the greater phoenix metropolitan area may be given authorization to nominate or appoint directors, subject to such terms, conditions and qualifications as may be negotiated with and approved by the executive committee on a case-by-case basis. At-large directors: the board shall elect at-large directors from among persons nominated”

“The outsourced controller, director of operations and coo will review the draft form 990. The audit committee will review and recommend approval for filing to the board of directors. The board of directors will review and approve before filing.”

“The board members are required to update the conflict of interest statement annually. Conflicts of interest are to be avoided with any related party except transactions in accordance with schedule l thresholds and those transactions defined as normal business activity. In the event of a conflict the executive committee of the board will discuss the financial interest with the related party excused from the meeting during the discussion and voting. The executive committee of the board will discuss if a more advantageous transaction is available. A vote will be collected on approving the transaction with the related party excluded from voting. All such procedures and requirements, and all disclosures made thereunder, shall be kept on file and shall be available for inspection by the public.”

“Comparative data from like organizations is obtained and reviewed. In addition to base salary and prerequisites, bonus performance criteria is established and reviewed during and at the end of each year. The performance and executive committee approve the bonus calculations annually and the ceo compensation contract when necessary. The minutes of the meetings of the board shall set forth the compensation of the officers or the method of fixing the compensation of the officers. Last performed 2016. The process is similar for senior management. All compensation is approved by the ceo and the bonus metrics are reviewed and approved by the performance committee and the executive committee. Last performed 2016.”

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

“Greater phoenix economic council has a committee that assumes responsibility for oversight of the audit of its financial statements and selection of an independent accountant. The oversight process or the selection process has not changed during the tax year.”