Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
|---|---|---|
| FORM 990, PART VI, SECTION A, LINE 2 | KEITH STOVER AND RICHARD DAVENPORT - BUSINESS RELATIONSHIP. JONATHAN ZIERDT AND RICHARD DAVENPORT - BUSINESS RELATIONSHIP. | |
| FORM 990, PART VI, SECTION A, LINE 4 | THE ORGANIZATION'S BY-LAWS WERE AMENDED ON MARCH 9, 2010. THE FOLLOWING CHANGES WERE MADE: RESOLVED, THAT SECTION 2.02 OF THE CORPORATION'S BYLAWS IS HEREBY STRICKEN IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING NEW SECTION 2.02: "SECTION 2.02. NUMBER, ELECTION, AND QUALIFICATION. THE BOARD OF DIRECTORS SHALL CONSIST OF TWENTY-FOUR (24) DIRECTORS OF WHICH FIVE (5) SHALL BE EX OFFICIO DIRECTORS WITH VOTING RIGHTS; PROVIDED HOWEVER THAT THEREAFTER THE AUTHORIZED NUMBER OF DIRECTORS MAY BE INCREASED BY THE MEMBERS OR THE BOARD AND DECREASED BY THE MEMBERS. (A) THE DIRECTORS (SPECIFICALLY EXCLUDING THE EX OFFICIO DIRECTORS) SHALL BE THOSE PERSONS IDENTIFIED IN THE PLAN WHO SHALL HAVE TERMS CONTAINED IN THE PLAN. THEREAFTER, DIRECTORS (SPECIFICALLY EXCLUDING THE EX OFFICIO DIRECTORS) SHALL BE ELECTED TO FILL VACANCIES ON THE BOARD BY THE MEMBERS OF THE CORPORATION AT THE ANNUAL MEETING OF MEMBERS FROM AMONG THE SLATE OF CANDIDATES PRESENTED BY THE NOMINATING COMMITTEE. NOMINATIONS SHALL NOT BE ACCEPTED FROM THE FLOOR. DIRECTORS (SPECIFICALLY EXCLUDING THE EX OFFICIO DIRECTORS) SHALL BE ELECTED BY A MAJORITY VOTE OF THOSE MEMBERS PRESENT IN PERSON AT THE ANNUAL MEETING. EXCEPT AS OTHERWISE PROVIDED BELOW WITH RESPECT TO EX OFFICIO DIRECTORS, ALL DIRECTORS SHALL BE NATURAL PERSONS AND A MEMBER OF, OR EMPLOYED BY A MEMBER OF THE CORPORATION IN GOOD STANDING. IT IS DESIRED, BUT NOT REQUIRED THAT THE FOLLOWING ALSO BE TAKEN INTO ACCOUNT WHEN SELECTING THE NON-EX OFFICIO DIRECTORS: (I) TWO (2) DIRECTORS BE EMPLOYED BY VARIOUS HIGHER EDUCATION INSTITUTIONS WITHIN THE GREATER MANKATO AREA (PREFERABLY THE PRESIDENTS THEREOF); (II) FIVE (5) DIRECTORS BE EMPLOYED WITHIN THE PRIMARY ECONOMY TO INCLUDE, BY WAY OF EXAMPLE, MANUFACTURING, TECHNOLOGY AND INFORMATION, COMMUNICATIONS, UTILITIES, AND/OR CONSTRUCTION; (III) FIVE (5) DIRECTORS BE EMPLOYED BY PROFESSIONAL SERVICE FIRMS TO INCLUDE BY WAY OF EXAMPLE, THOSE IN THE FOLLOWING SERVICE INDUSTRIES: ACCOUNTING, LEGAL, ENGINEERING, ARCHITECTURAL, HEALTH CARE, AND FINANCIAL SERVICES; ( IV) THREE (3) DIRECTORS BE EMPLOYED IN THE RETAIL AND HOSPITALITY (INCLUDING HOTEL AND RESTAURANTS) INDUSTRY; AND (V) THE REMAINING DIRECTORS BE AT-LARGE." (B) THE EX-OFFICIO DIRECTORS SHALL BE THE FOLLOWING PERSONS: (I) ONE (I) SHALL BE THE MAYOR OR CITY MANAGER OF THE CITY OF MANKATO, MINNESOTA AS DETERMINED BY THE THEN CURRENT BOARD IN ITS SOLE DISCRETION; (II) ONE SHALL BE THE CHAIR OF THE BOARD OF GOVERNORS OF THE GREATER MANKATO CONVENTION AND VISITORS BUREAU, LLC; (III) ONE SHALL BE THE CHAIR OF THE CITY CENTER PARTNERSHIP COUNCIL; AND (IV) THE LAST TWO (2) SHALL BE THE CHAIR AND VICE CHAIR OF THE ADVISORY COMMITTEE APPOINTED PURSUANT TO JOINT ECONOMIC DEVELOPMENT SERVICES AGREEMENT REGARDING THE GREATER MANKATO REGIONAL MARKETPLACE, BY AND AMOUNG THE CORPORATION AND CERTAIN GOVERNMENT ENTITIES WHO ARE SIGNED THE SAME, DATED AS OF SEPTEMBER 20, 2009. RESOLVED, FURTHER, THAT SECTION 5.01 OF THE CORPORATION'S BYLAWS IS HEREBY STRICKEN IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING NEW SECTION 5.01. "SECTION 5.01. NUMBER OF DESIGNATION. THE OFFICERS OF THE CORPORATION SHALL INCLUDE A CHAIRPERSON OF THE BOARD, A PAST CHAIR, A CHIEF EXECUTIVE OFFICER, A SECRETARY AND A TREASURER. THE BOARD MAY ALSO CHOOSE TO ELECT SUCH ADDITIONAL OFFICERS OR AGENTS AS IT DEEMS NECESSARY, INCLUDING, WITHOUT LIMITATION, ASSISTANTS TO SUCH OFFICERS AND ONE OR MORE VICE PRESIDENTS AND VICE CHAIRS. ANY NUMBER OF OFFICES OR FUNCTIONS OF THOSE OFFICES, EXCEPT THOSE OF CHIEF EXECUTIVE OFFICER AND VICE PRESIDENT, AND CHAIR AND VICE CHAIR, MAY BE HELD OR EXERCISED BY THE SAME PERSON. NOTWITHSTANDING ANY CONTRARY PROVISION OF THE BYLAWS, NO DIRECTOR WHO IS AN EX OFFICIO DIRECTOR MAY SERVE AS AN OFFICER OF THE CORPORATION WHILE SUCH PERSON IS ACTIVELY SERVING IN SUCH EX-OFFICIO CAPACITY" | |
| FORM 990, PART VI, SECTION A, LINE 6 | ANY REPUTABLE ADULT PERSON, ASSOCIATION, CORPORATION, PARTNERSHIP, ESTATE OR OTHER TYPE OF BUSINESS ENTITY SUPPORTING THE MISSION OF THE ORGANIZATION SHALL BE ELIGIBLE MEMBERS. ALL ELIGIBLE MEMBERS MAY BECOME MEMBERS UPON PAYMENT OF DUES. THERE IS ONLY ONE CLASS OF MEMBERSHIP. | |
| FORM 990, PART VI, SECTION A, LINE 7A | EACH MEMBER SHALL HAVE ONE VOTE. MEMBERS OF THE CORPORATION SHALL ELECT THE BOARD OF DIRECTORS OF THE CORPORATION. | |
| FORM 990, PART VI, SECTION A, LINE 7B | THE FOLLOWING ACTIONS REQUIRE MEMBER APPROVAL: ELECTION OF DIRECTORS FROM AMONG THE SLATE OF CANDIDATES PRESENTED BY THE NOMINATING COMMITTEE. DECREASE IN NUMBER OF BOARD DIRECTORS. REMOVAL OF DIRECTORS WITHOUT CAUSE. | |
| FORM 990, PART VI, SECTION B, LINE 11 | A COPY OF THE FORM 990 IS GIVEN TO THE ENTIRE BOARD OF DIRECTORS FOR REVIEW PRIOR TO FILING WITH THE IRS. | |
| FORM 990, PART VI, SECTION B, LINE 12C | A CONFLICT OF INTEREST DISCLOSURE STATEMENT IS COMPLETED BY ALL BOARD MEMBERS AND EXECUTIVE OFFICERS OF THE GREATER MANKATO GROWTH AND CONVENTION & VISITORS BUREAU. THIS POLICY PERTAINS TO DIRECTORS, OFFICERS AND ALL EMPLOYEES WHO CAN INFLUENCE THE ACTIONS OF GREATER MANKATO GROWTH, INC. DISCLOSURE OF POTENTIAL CONFLICT SHOULD BE MADE TO THE CHIEF EXECUTIVE OFFICER (OR IF THE CEO HAS THE CONFLICT, THEN TO THE BOARD CHAIR), WHO SHALL BRING THE MATTER TO THE ATTENTION OF THE BOARD OR A DULY CONSTITUTED COMMITTEE THEREOF. DISCLOSURE INVOLVING DIRECTORS SHOULD BE MADE TO THE BOARD CHAIR, (OR IF THE BOARD CHAIR HAS A CONFLICT, THEN TO THE BOARD VICE-CHAIR) WHO SHALL BRING THESE MATTERS TO THE BOARD OR A DULY CONSTITUTED COMMITTEE THEREOF. THE BOARD OR A DULY CONSTITUTED COMMITTEE THEREOF SHALL DETERMINE WHETHER A CONFLICT EXISTS AND IN THE CASE OF AN EXISTING CONFLICT, WHETHER THE CONTEMPLATED TRANSACTION MAY BE AUTHORIZED AS JUST, FAIR AND REASONABLE TO GREATER MANKATO GROWTH, INC. THE DECISION OF THE BOARD OR A DULY CONSTITUTED COMMITTEE THEREOF ON THESE MATTERS WILL REST IN THEIR SOLE DISCRETION AND THEIR CONCERN MUST BE THE WELFARE OF GREATER MANKATO GROWTH, INC. AND THE ADVANCEMENT OF ITS PURPOSE. TRANSACTIONS WITH PARTIES WITH WHOM A CONFLICTING INTEREST EXISTS MAY BE UNDERTAKEN ONLY IF ALL THE FOLLOWING ARE OBSERVED: 1) THE CONFLICTING INTEREST IS FULLY DISCLOSED 2) THE PERSON WITH THE CONFLICT OF INTEREST IS EXCLUDED FROM THE DISCUSSION AND APPROVAL OF SUCH TRANSACTION 3) A COMPETITIVE BID OR COMPARABLE VALUATION EXISTS AND 4) THE BOARD OR A DULY CONSTITUTED COMMITTEE THEREOF HAS DETERMINED THAT THE TRANSACTION IS IN THE BEST INTEREST OF THE ORGANIZATION. IT IS THE CONTINUING RESPONSIBILITY OF THE BOARD, OFFICERS, AND MANAGEMENT EMPLOYEES TO SCRUTINIZE THEIR TRANSACTIONS AND OUTSIDE BUSINESS INTERESTS AND RELATIONSHIPS FOR POTENTIAL CONFLICTS AND TO IMMEDIATELY MAKE SUCH DISCLOSURES. | |
| FORM 990, PART VI, SECTION B, LINE 15A | THE ORGANIZATION'S CEO, EXECUTIVE DIRECTOR, OR TOP MANAGEMENT OFFICIAL: THE EXECUTIVE COMMITTEE OF THE ORGANIZATION EVALUATED THE POSITION DESCRIPTION AND PERFORMANCE EXPECTATIONS IN COMPARISON WITH OTHER NON PROFIT, HIGHER EDUCATION, AND FOR PROFIT ENTITIES. IT THEN USED THIS ASSESSMENT TO CONDUCT WAGE AND COMPENSATION RESEARCH AND BENCHMARKING UTILIZING THEIR INDEPENDENT INDUSTRY KNOWLEDGE ALONG WITH THE FOLLOWING: -ASAE & THE CENTER FOR ASSOCIATION LEADERSHIP'S 2006 ASSOCIATION EXECUTIVE COMPENSATION & BENEFITS STUDY (HTTP://WWW.ASAECENTER.ORG/ABOUTUS/NEWSRELDETAIL.CFM?ITEMNUMBER=18305) -THE NONPROFIT TIMES SPECIAL REPORT, 2007 SALARY SURVEY (WWW.NPTIMES.COM) -PAYSCALE (WWW.PAYSCALE.COM) -SALARY.COM -MINNESOTA DEPARTMENT OF EMPLOYMENT AND ECONOMIC DEVELOPMENT, DETAILED OCCUPATION DATA (WWW.DEED.STATE.MN.US) THE ORGANIZATION AND PRESIDENT & CEO HAVE AGREED TO AN EXECUTIVE EMPLOYMENT AGREEMENT SPECIFYING TERMS AND COMPENSATION RELATED TO PERFORMANCE FROM JANUARY 1, 2008 THRU DECEMBER 31, 2012. OTHER OFFICERS OR KEY EMPLOYEES OF THE ORGANIZATION: THE ORGANIZATION'S OTHER PAID OFFICER IS ITS VICE PRESIDENT OF COMMUNITY DEVELOPMENT. THE PRESIDENT & CEO EVALUATED THE POSITION DESCRIPTION AND PERFORMANCE EXPECTATIONS IN COMPARISON WITH OTHER NON PROFIT AND COMMUNITY ORGANIZATIONS, AND THEN USED THIS ASSESSMENT TO CONDUCT WAGE AND COMPENSATION RESEARCH AND BENCHMARKING UTILIZING THE FOLLOWING: -MINNESOTA DEPARTMENT OF EMPLOYMENT AND ECONOMIC DEVELOPMENT, DETAILED OCCUPATION DATA (WWW.DEED.STATE.MN.US) -PAYSCALE (WWW.PAYSCALE.COM) -CAREER JOURNAL.COM, THE WALL STREET JOURNAL (HTTP://SALARYEXPERT.COM) -SIX STATE COMP AND BENEFIT SURVEY, 2006 (UPPER MIDWEST CHAMBERS OF COMMERCE) THE ABOVE WAS UTILIZED TO ESTABLISH THE INITIAL COMPENSATION, WITH FUTURE ADJUSTMENTS BASED ON ANNUAL PERFORMANCE REVIEWS. | |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. |
| Software ID: | |
| Software Version: |