Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART I, LINE 1 | SIGNIFICANT ACTIVITIES: (CONTINUED FROM PAGE 1) ... TALENT ATTRACTION, LEADERSHIP PROGRAMS, INNOVATION/RESEARCH, AND PUBLIC POLICY. |
| FORM 990, PART VI, SECTION A, LINE 1A | DELEGATION OF AUTHORITY: THE BOARD OF DIRECTORS MAY APPOINT AN EXECUTIVE COMMITTEE CONSISTING OF THE CHAIRPERSON OF THE BOARD, THE CHAIR-ELECT, THE PRESIDENT, THE BOARD SECRETARY, THE IMMEDIATE PAST CHAIRPERSON OF THE BOARD, AND SUCH ADDITIONAL MEMBERS AS THE BOARD OF DIRECTORS MAY FROM TIME TO TIME SELECT, PROVIDED, THAT AT ALL TIMES A MAJORITY OF THE MEMBERS OF THE EXECUTIVE COMMITTEE MUST BE CURRENT DIRECTORS. THE EXECUTIVE COMMITTEE SHALL HAVE AND EXERCISE ALL OF THE AUTHORITY OF THE BOARD OF DIRECTORS IN THE MANAGEMENT OF THE CHAMBER. THE VOTE OF A MAJORITY OF THE MEMBERS OF THE EXECUTIVE COMMITTEE SHALL BE THE ACT OF THE EXECUTIVE COMMITTEE, UNLESS A GREATER NUMBER OF VOTES IS EXPRESSLY REQUIRED OF THE BOARD OF DIRECTORS AS TO ANY MATTER BY ANOTHER PROVISION OF THESE BYLAWS, IN WHICH CASE THE SAME NUMBER OF VOTES WILL BE REQUIRED OF THE EXECUTIVE COMMITTEE. FORM 990, PART VI, SECTION A, LINE 4 SIGNIFICANT CHANGES TO GOVERNING DOCUMENTS: THE BYLAWS WERE AMENDED NOVEMBER 2018. CHANGES TO THE BYLAWS INCLUDE UPDATING THE TERM LENGTH FOR MEMBERS OF THE BOARD, INCREASING THE NUMBER OF MEMBERS THE CHAIRMAN CAN APPOINT FROM 6 TO 13 AND UPDATING THE CRITERIA FOR REMOVAL FROM THE BOARD. |
| FORM 990, PART VI, SECTION A, LINES 6, 7A & 7B | MEMBERS WITH POWER TO ELECT THE GOVERNING BODY AND MAKE GOVERNANCE DECISIONS: THE DALLAS REGIONAL CHAMBER (THE CHAMBER) SHALL CONSIST OF MEMBERS OF THE FOLLOWING CLASSES: ACTIVE, NON-VOTING, LIFETIME AND COURTESY. A MEMBER MAY HOLD ONLY ONE CATEGORY OF MEMBERSHIP AT ANY TIME. ACTIVE MEMBERS: THE BOARD OF DIRECTORS MAY FROM TIME TO TIME DETERMINE THE MEMBERSHIP LEVELS AND RELATED PRIVILEGES OF ACTIVE MEMBERS AND SHALL DETERMINE THE ANNUAL DUES PAYABLE BY ACTIVE MEMBERS IN EACH SUCH LEVEL BASED ON CRITERIA SELECTED BY THE BOARD OF DIRECTORS. EACH ACTIVE MEMBER SHALL HAVE ONE (1) VOTE. EACH ACTIVE MEMBER THAT IS AN ORGANIZATION SHALL DESIGNATE ONE INDIVIDUAL EMPLOYEE OR MEMBER OF THE ORGANIZATION AS ITS VOTING REPRESENTATIVE IN THE CHAMBER, AND IF IT FAILS TO DO SO ITS VOTING REPRESENTATIVE SHALL BE ITS CHIEF EXECUTIVE OFFICER OR THE EQUIVALENT. NON-VOTING MEMBERS: THERE SHALL BE A SINGLE CLASS OF NON-VOTING MEMBERS. NON-VOTING MEMBERSHIP IN THE CHAMBER SHALL CONFER ALL THE PRIVILEGES OF ACTIVE MEMBERSHIP; PROVIDED, HOWEVER, THAT NON-VOTING MEMBERS SHALL NOT HAVE THE RIGHT TO VOTE. NON-VOTING MEMBERS SHALL BE RESPONSIBLE FOR PAYMENT OF ALL DUES AS DETERMINED BY THE BOARD OF DIRECTORS. LIFETIME MEMBERS: THERE SHALL BE A SINGLE CLASS OF LIFETIME MEMBERS OF THE CHAMBER. LIFETIME MEMBERS IN THE CHAMBER SHALL NOT HAVE THE RIGHT TO VOTE OR THE RIGHT TO HOLD OFFICE AND SHALL OTHERWISE BE NON-ACTIVE. LIFETIME MEMBERS SHALL BE EXEMPT FROM PAYMENT OF ALL DUES. SUBJECT TO THE DISCRETION OF THE BOARD OF DIRECTORS, NO NEW LIFETIME MEMBERSHIPS WILL BE AWARDED. COURTESY MEMBERS: THERE SHALL BE A SINGLE CLASS OF COURTESY MEMBERS OF THE CHAMBER. A COURTESY MEMBERSHIP IN THE CHAMBER MAY BE AWARDED AT THE DISCRETION OF THE BOARD OF DIRECTORS TO INDIVIDUALS, ORGANIZATIONS OR BUSINESS GROUPS. COURTESY MEMBERS IN THE CHAMBER SHALL NOT HAVE THE RIGHT TO VOTE OR THE RIGHT TO HOLD OFFICE AND SHALL OTHERWISE BE NON-ACTIVE. COURTESY MEMBERS SHALL BE EXEMPT FROM PAYMENT OF ALL DUES. |
| FORM 990, PART VI, SECTION B, LINE 11B | PROCESS TO REVIEW FORM 990: A COPY OF THE FORM 990 IS MADE AVAILABLE ON A SECURE INTERNET SITE AND A LINK TO THE SITE IS EMAILED TO EACH MEMBER OF THE BOARD PRIOR TO FILING WITH THE IRS. THE INDEPENDENT ACCOUNTING FIRM REVIEWS 990 REQUIREMENTS WITH THE AUDIT AND FINANCE COMMITTEE OF THE CHAMBER PRIOR TO COMPLETION OF THE RETURN, AND THE COMMITTEE ALSO REVIEWS THE ACTUAL RETURN PRIOR TO FILING. THE AUDIT AND FINANCE COMMITTEE IS COMPRISED OF 6 INDEPENDENT MEMBERS AND 2 MEMBERS OF MANAGEMENT. |
| FORM 990, PART VI, SECTION B, LINE 12C | PROCESS TO MONITOR COMPLIANCE WITH CONFLICT OF INTEREST POLICY: THE CHAMBER CODE OF CONDUCT POLICY INCLUDES AN ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE TO BE DISTRIBUTED TO ALL BOARD MEMBERS, OFFICERS, AND KEY EMPLOYEES. THIS INFORMATION IS LOGGED IN AND EVALUATED FOR CONFLICTS REQUIRING INDIVIDUALS TO RECUSE THEMSELVES FROM ISSUES THAT MAY PRESENT CONFLICTS, OR IN EXTREME CIRCUMSTANCES, REMOVAL FROM THE BOARD. |
| FORM 990, PART VI, SECTION B, LINES 15A & 15B | REVIEW OF COMPENSATION: THE COMPENSATION COMMITTEE REVIEW POLICY REQUIRES THE CEO'S COMPENSATION BE REVIEWED BY THE EXECUTIVE COMMITTEE ANNUALLY. THE PRESIDENT DETERMINES THE COMPENSATION FOR ALL KEY EMPLOYEES, WHICH IS ALSO REVIEWED AND APPROVED ANNUALLY BY THE COMPENSATION COMMITTEE. THE MOST RECENT REVIEW WAS CONDUCTED IN 2018. A COMPENSATION PACKAGE IS PREPARED BY AN HR CONSULTANT AND PRESENTED TO THE COMMITTEE. IN PREPARATION OF THE DOCUMENTATION, RELEVANT, EXTENSIVE AND BEST PRACTICE BENCHMARKING REVIEWS ARE USED AS PART OF THE ANALYSIS. THE DOCUMENT, ONCE APPROVED, IS SIGNED BY THE CURRENT CHAIR OF THE COMMITTEE. |
| FORM 990, PART VI, SECTION C, LINE 19 | AVAILABILITY OF DOCUMENTS: THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC UPON WRITTEN REQUEST AND AT MANAGEMENT'S DISCRETION. |
| FORM 990, PART VII, SECTION A, COLUMN (F) | Estimated amounts of other compensation from the organization: some amounts in this column are due to the bonuses that were deferred in tax year 2018. the deferred bonuses will be reported in column (d) when they are paid in tax year 2019. the deferred bonuses from tax year 2017 are currently being reported in column (d). |
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