California Association for Local

“Form 990, part i line 1, description of organization mission: development services to their communities and bsuiness clients.”

“Form 990, part iii line 1, description of organization mission: business clients: caleds membership consists of public and private organizations and individuals involved in economic development: the business of creating and retaining jobs.”

“Section a: any reputable person, public agency, sole proprietorship,association, corporation, or partnership having an interest in caleds objectives shall be eligible for membership.”

“Each member shall pay membership dues in accordance with the dues schedule or structure which may now or hereafter be adopted by the board of directors.”

“Managment: the business affairs of this corporation shall be managed by a board of directors consisting of a maximum of 18 directors. The size of the board may be increaed to accommodate the immediate past chair whose term has expired. Each director shall be a member in good standing of the corporation. The board of directors shall elect an executive committee of officers to facilitate management of the corporation.”

“Expressly conferred upon them by these bylaws, the board may exercise all powers of the corporation and do all such acts and things, as are not prohibited by the statute or these bylaws.”

“Composition - the governing board of this corporation (board of directors) shall be composed of a reasonable balance of representatives from the following environments: local, sate and federal government, and public organizations including urban and rural entities; profit and non-profit organizations including private developers, financial institutions and geographical areas of the state.”

“Criteria - membes of the board shall be:”

“A. A caled member in good standing for a minimum of one consecutive year.”

“B. Shall be an accomplished leader with hgih integrity and professionalism.”

“C. Shall be dedicated to active participation in the advancement of the economic development profession.”

“D. Shall be willing to comimit the time needed to fulfill the duties of a board member. This shal include, but not be limited to attending on an annual basis not less than one-half of all board meetings as well as regular attendance at annual conferences or other caled conferences or meetings.”

“E. Limited to one (1) representative per member organization.”

“Section 5. Vacancy/nomination process”

“A. Upon the occasion of a vacancy on the board, the chairperson of the board shall appoint a nominations committee comprised of at lease three board members.”

“B. The nomiinations committee shall solicit nominations and/or nominate candidates for the board vacancy (ies). At a minimum, all board vacancies shall be advertised. In seeking nominations, the nominations committee shall give consideration to any unfulfilled need to balance or better reflect the boards representation of caleds membership composition (i.e. Organization type (private, public, nonprofit, education, utility etc.) geographic area (i.e. North, centeral, south, urban, surburban, rural) and/or societal group (i.e. Gender, race, ethnicity, etc)).”

“C. Subsequent to soliciting nominations, the nominations committee shall submit to the executive committee a report consisting of a priority listing of board candidates along with an explanation as to how each recommended candidate meets current vacancy need.”

“D. The executive committee shall receive and consider the report from teh nominations committee and shall either request the nominations committee seek additional nominations or recommend a slate of priority board candidates to the board of directors.”

“E. Upon receipt of the report from the executive committee the board of directors shall either request the executive committee seek further nominations or ratify the appointment of the recommended candidates(s) to the board of directors.”

“The form 990 is reviewed by the president/ceo prior to filing and is available to board members after filing.”

“The executive committee of caled will review each statement of disclosure for any set of facts or circumstances that may reflect an actual, potential, or apparent conflict of interest. The executive committee may request the assistance of legal counsel or staff to identify potential conflicts. When evaluating a particular set of facts or circumstances, the executive committee shall consider the follwoing nonexhaustive list of factors that may indicate a conflict of interest.”

“- solicitation or acceptance of gifts or other items of value that may create an appearance or expectation of special treatment in caled matters;”

“- any incident of abuse or misuse of a leadership position for personal or third-party gain or benefit;”

“- situations in which a director, officer, or key employee may be divided between personal interests or the intereests of another organization and the best interests of caled;”

“Business, professional, or other activities that would materially and adversely affect caled either directly or indirectly; and”

“- any arrangement in which a director, officer or key employee provides goods or services to caled as a paid vendor.”

“The executive committee may request additional information from any director, officer or key employee at any time, however, no individual whose realationships or activities are under review may participate in deliberations, debate or any vote of the executive committee while such review is pending.”

“If the executive committee of the board if directors of caled identifies an actual, potential, or apparent conflict of interest, it may take one of the following actions to to resolve such conflict:”

“- waive the conflict of interest as unlikely to affect the directors officers, or key employees ability to act in the best interests of the organizations; determind that the individual director or officer should be recused from all deliberation and decision-making related to the particular transaction or relationship that gives rise to the conflict of interest. This course of action should apply particularly when the transaction or relationship is one which presents a conflict only with respect to one or two discrete programs or activities; or”

“- determine that the individual director or officer must resign from his or her service to caled. This course of action should apply when the conflict of interest is so pervasive that the director or officer would likely seldom, if ever, be able to act solely in the best interests of the organization.”

“The board of directors of caled reserves final authority over the resolution of all conflicts of interest involving a director or officer of caled. The board of directors may overrule any decision of the executive committee with regards to any actual, potential or apparent conflict of interest, and the executive committee may refer any such matter to the board of directors at any time.”

“Excutive compensation is reviewed annually by the executive committee and is determined based on performance and a review of non-profit salary survey data we use a independent 3rd party salary report as a benechmark.”

“Total otehr fees on from 990, part ix line 11g col a $138,843”

“Istributed to board members and staff and available upon request to other professonal feees. $138,843”