Crisp DC

“Each of the three class a members appoint two (2) voting directors, however each director contributes one vote, with no reserved powers. The board of directors may designate from among its members one or more committees ("board committees"). The board may also from time-to-time appoint one or more persons as consulting members of a board committee, without a vote, to serve at the pleasure of the board and such persons need not be directors. The board may also appoint from time-to-time advisory committees ("advisory committees") which may be comprised of or include voting members who are not members of the board of directors. The board of directors shall estalblish procedures for meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements for each board committee and the number of members and their qualifications for advisory board committees may also establish such procedures or provide other guidance on operations for advisory committees. Each board committee shall exercise the authority of the board of directors to the extent authorized by resolution or other express delegation of authority by the board of directors. However, a committee may not: a) approve action that requires member approval; (b) fill vacancies on the board of directors or any of its committees; or (c) approve major decisions set forth in section 6.16 of these bylaws. There shall at all times be, at a minimum, an audit committee.”

“Crisp dc, inc. Does not have stockholders. The organization currently has three class a members, with the option to add class b members per bylaws: 1. Members. The corporation shall have two (2) classes of members, class a members and class b members (collectively, the "members") the class a members shall be the entities identified as class a members on schedule a of these bylaws, which schedule shall be updated as necessary by the secretary of the corporation. The class b members shall be the entities identified as class b members on schedule a of these bylaws, which schedule shall be updated as necessary by the secretary of the corporation. The institutions comprising the members shall have the authority and sole discretion to select the individuals who will represent such members in attending meetings, taking action, or otherwise participating in the affairs of the corporation. Each member represents and warrants that any such individual duly selected by them shall have the requisite corporate authority to act on their behalf. In addition to those rights granted by law, the articles of incorporation, and the provisions of these bylaws, each class a member shall have the following rights with regard to the corporation: (a) to vote on any matters before the members; (b) to appoint and remove two (2) directors ; (c) to select one or more representatives who may attend and speak at meetings of the members and receive a copy of any materials made available to the members but who shall not have the right to vote as a member. (d) by vote of a majority of the class a members, to approve any action of the board of directors or a board committee concerning the exercise of the corporation's authority as a class b member of crisp dc, inc. (a) each class b member shall have the right to appoint and remove one (1) director.”

“A copy of the form 990 is provided to the board of directors before it is filed.”

“Crisp dc officers, directors, and executive leadership are required to disclose any conflicts of interest, or attest that there are none, annually, and compliance with the policy is consistently monitored. The purpose of this conflict of interest policy is to protect the crisp dc, inc. (the organization's") interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director, or senior manager of the organization. Any director, officer, member of a board committee, or senior manager who has a direct or indirect financial interest with the organization is an interested person. In connection with any actual or possible financial conflicts of interest, an interested person must disclose the existence of his or her financial interest and all material facts to the board of directors or members of committees. Continuation of delegated authority explanation: (a) the receipt, retention, and treatment of complaints received by the corporation regarding accounting, internal accounting controls, auditing or compliance matters; and (b) the confidential, anonymous submission by employees of the corporation of concerns regarding questionable accounting, auditing or other financial or other compliance matters. 8.2.2 nominating committee. The nominating committee shall consist of at least four (4) members of the board of directors, and shall include the chair of the board and the vice chair of the board and at least one (1) member of the board not appointed by a member. The nominating committee shall be responsible for recommending to the board of directors candidates for the board for which it has nominating responsibility under section 6.2 of the bylaws and for recommending non-board members of advisory committees described in section 8.3 considering the proposed transaction or arrangement. The disclosure required by this section shall be in writing, on a form prescribed by the board, and shall be submitted no less frequently than annually. Disclosure forms shall be updated on an interim basis by the interested person whenever there has been a material change in the underlying facts and circumstances. After disclosure of the financial interest and all material facts, and after any discussion with the interested person desired by the board or committee, he or she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. The minutes of the board and all committees shall contain 1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board's or committee's decision as to whether a conflict of interest in fact existed. 2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith. To ensure the organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining. B. Whether partnerships, joint ventures, and arrangements with management organizations conform to the organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private bene”

“To determine compensation for the organization's executive director, an independent executive compensation firm was engaged to conduct an executive compensation analysis. The study benchmarked compensation for similar positions in organizations comparable in size and industries, which were weighted according to relevance: high-tech it, health care, general, and not-for-profit. The analysis included base salary, total cash (variable incentive) and direct compensation, and deferred compensation benefits. The analysis was reviewed by human resources and css president. At the end of the fiscal year, the css president recommends a salary to the board of directors. The board, based on organizational accomplishments against stated goals, determines and approves variable incentive pay amounts and decides on base salary for the next fiscal year. For key and other highly compensated employees, independent consulting firms and benchmark sources were used to determine salary ranges based on market research. The process described here was last completed in 2024.”

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

“Contract services: program service expenses 4,048,748. Management and general expenses 130,722. Fundraising expenses 0. Total expenses 4,179,470.”

“The process has not changed from prior year.”