Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 4 | THE ORGANIZATION AMENDED AND RESTATED ITS BYLAWS TO MAKE THE FOLLOWING CHANGES: 1. COMPOSITION OF BOARD OF TRUSTEES: O 30 ELECTED TRUSTEES CURRENT CLASSES CONTINUE, BUT THE CLASSES ARE NOT REAPPOINTED AND WILL WIND-DOWN BY 2022. O ONE DELEGATE OR REPRESENTATIVE FROM EACH TRUSTEE MEMBER (I.E., INVESTMENT OF $50,000 OR MORE) MAY "OPT-IN" TO SERVE ON THE BOARD. O THE FULL EXECUTIVE COMMITTEE WILL SERVE ON THE BOARD. O STARTING IN 2021, ONE PRIVATE-SECTOR REPRESENTATIVE WILL BE APPOINTED FROM EACH REGIONAL COUNTY TO SERVE ON THE BOARD. 2. MEMBER REPRESENTATION ON BOARD: O STARTING IN 2021, ONLY ONE REPRESENTATIVE FROM EACH MEMBER (OTHER THAN OFFICERS AND EX-OFFICIO MEMBERS OF THE EXECUTIVE COMMITTEE MAY PARTICIPATE ON THE BOARD OF TRUSTEES. 3. CREATION OF ADVISORY COUNCIL: O INCLUSION OF A NON-VOTING "ADVISORY COUNCIL." O SIMILAR TO THE SENIOR COUNCIL (WHICH CONSISTS OF PAST CHAIRS), THE ADVISORY COUNCIL WILL CONSIST OF GOVERNMENT OFFICIALS AND LOCAL COMMUNITY AND CIVIC LEADERS, TO SERVE IN AN ADVISORY OR COUNSELOR ROLE. O THE ADVISORY COUNCIL MAY ATTEND BOARD MEETINGS, ALBEIT IN A NON-VOTING ROLE. 4. ROLE OF PRESIDENT, SECRETARY, AND GENERAL COUNSEL WITH THE BOARD: O THE PRESIDENT, SECRETARY, AND GENERAL COUNSEL WILL SERVE AS NON-VOTING MEMBERS OF THE BOARD. 5. EXECUTIVE COMMITTEE TERM OF APPOINTMENT: O STARTING WITH 2020, MEMBERS OF THE EXECUTIVE COMMITTEE ARE APPOINTED FOR STAGGERED 2-YEAR TERMS. THOSE MEMBERS CURRENTLY SERVING A SECOND YEAR MAY ROLL-OFF AT THE END OF 2020. THOSE MEMBERS JUST STARTING THEIR FIRST YEAR ON THE EXECUTIVE COMMITTEE WILL CONTINUE THROUGH 2021. THE 2-YEAR TERM DOES NOT APPLY TO EX-OFFICIO MEMBERS OF THE EXECUTIVE COMMITTEE, WHO SERVE ON THE EXECUTIVE COMMITTEE SO LONG AS THEY HOLD THE ASSOCIATED OFFICE DESIGNATED FOR MEMBERSHIP 6. MEMBER REPRESENTATION ON EXECUTIVE COMMITTEE: O STARTING IN 2021, ONLY ONE REPRESENTATIVE FROM EACH MEMBER (OTHER THAN OFFICERS AND EX-OFFICIO MEMBERS OF THE EXECUTIVE COMMITTEE MAY PARTICIPATE ON THE EXECUTIVE COMMITTEE. 7. NOMINATION OF EXECUTIVE COMMITTEE: O MEMBERS OF THE EXECUTIVE COMMITTEE ARE NOMINATED BY A NOMINATING COMMITTEE CONSISTING OF THE FIRST VICE CHAIR (I.E., INCOMING CHAIR), THE SECOND VICE CHAIR (I.E., INCOMING FIRST VICE CHAIR), AND THE PRESIDENT. 8. COMPENSATION COMMITTEE: O THE EXECUTIVE COMMITTEE IS THE FINAL AUTHORITY ON COMPENSATION MATTERS FOR THE PRESIDENT AND THE SENIOR LEADERSHIP TEAM (AS IDENTIFIED BY THE PRESIDENT). HOWEVER, A COMPENSATION COMMITTEE SHALL PREPARE A REPORT AND MAKE RECOMMENDATIONS TO THE EXECUTIVE COMMITTEE. O COMPENSATION COMMITTEE SHALL BE COMPRISED OF THE CHAIR, IMMEDIATE PAST CHAIR, FIRST VICE CHAIR, SECOND VICE CHAIR, GENERAL COUNSEL, AND TREASURER. 9. ROLE OF PRESIDENT, SECRETARY, AND GENERAL COUNSEL WITH THE EXECUTIVE COMMITTEE: O THE PRESIDENT, SECRETARY, AND GENERAL COUNSEL WILL SERVE AS NON-VOTING MEMBERS OF THE EXECUTIVE COMMITTEE. 10. NOMINATION OF OFFICERS: O OFFICERS (OTHER THAN INCOMING SECOND VICE CHAIR) ARE NOMINATED BY A NOMINATING COMMITTEE CONSISTING OF THE FIRST VICE CHAIR (I.E., INCOMING CHAIR), THE SECOND VICE CHAIR (I.E., INCOMING FIRST VICE CHAIR), AND THE PRESIDENT. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE CHARLOTTE ORGANIZATION'S MEMBERS EACH HAVE THE RIGHT TO ELECT THE MEMBERS OF THE GOVERNING BODY. |
| FORM 990, PART VI, SECTION A, LINE 7A | EACH MEMBER OF THE ORGANIZATION HAS THE RIGHT TO ELECT THE MEMBERS OF THE GOVERNING BODY OF THE ORGANIZATION. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE 990 IS PREPARED BY THE ORGANIZATION'S INDEPENDENT ACCOUNTANTS AND REVIEWED BY THE VP OF ACCOUNTING, CFO AND CEO OF THE ORGANIZATION. UPON APPROVAL BY THE CEO, CFO AND VP OF ACCOUNTING, THE 990 IS NEXT REVIEWED BY THE EXECUTIVE COMMITTEE AND THEN BY THE BOARD OF TRUSTEES. THE 990 IS FILED AFTER THE BOARD COMPLETES ITS REVIEW. |
| FORM 990, PART VI, SECTION B, LINE 12C | EACH TRUSTEE, PRINCIPAL, OFFICER AND MEMBER OF A COMMITTEE WITH GOVERNING BOARD DELEGATED POWERS SHALL ANNUALLY SIGN A STATEMENT WHICH AFFIRMS SUCH PERSON: HAS RECEIVED A COPY OF THE CONFLICTS OF INTEREST POLICY, HAS READ AND UNDERSTANDS THE POLICY, HAS AGREED TO COMPLY WITH THE POLICY, AND UNDERSTANDS THE ORGANIZATION IS A NON-PROFIT AND IN ORDER TO MAINTAIN ITS FEDERAL TAX EXEMPTION, IT MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES. WITH RESPECT TO ENFORCEMENT, EACH MEMBER HAS A DUTY TO DISCLOSE THE EXISTENCE OF A POSSIBLE CONFLICT OF INTEREST. ONCE A DISCLOSURE OF THE FACTS HAS BEEN MADE, THE PERSON WITH THE POTENTIAL CONFLICT MUST RECUSE THEMSELVES FROM THE MEETING. AT THIS POINT THE REMAINING MEMBERS SHALL VOTE ON WHETHER OR NOT AN ACTUAL CONFLICT EXISTS. IF IT IS DECIDED THAT A CONFLICT DOES EXIST, APPROPRIATE ACTIONS WILL BE TAKEN. |
| FORM 990, PART VI, SECTION B, LINE 15 | IN JANUARY OF EACH YEAR, THE ORGANIZATION'S CHAIR, THE EXECUTIVE COMMITTEE AND THE BOARD OF TRUSTEES REVIEW THE ORGANIZATION'S PROGRAM OF WORK FOR THE COMING YEAR. THE CEO'S PERFORMANCE IS BASED UPON ACHIEVEMENT OF THESE KEY OBJECTIVES WHICH HAVE BEEN ASSIGNED RELATIVE VALUE. THE STATUS OF THESE KEY OBJECTIVES ARE PRESENTED TO THE EXECUTIVE COMMITTEE MONTHLY. AT THE END OF THE YEAR, THE CURRENT CHAIRPERSON AND CEO ASSESS ACHIEVEMENT OF THESE OBJECTIVES ON THE CEO'S PERFORMANCE REVIEW FORM. THE COMPENSATION COMMITTEE CONSISTS OF: CURRENT CHAIR, IMMEDIATE PAST CHAIR, CHAIR-ELECT, GENERAL COUNSEL AND TREASURER. THE COMMITTEE IS SUPPORTED BY THE ORGANIZATION'S CFO. AT THE END OF THE CALENDAR YEAR, THE COMPENSATION COMMITTEE REVIEWS THE FOLLOWING FOR THE CEO PERFORMANCE EVALUATION: CEO PERFORMANCE REVIEW BASED ON OBJECTIVES DISCUSSED ABOVE, A COMPENSATION HISTORY SPREADSHEET, A BENEFITS AND TOTAL COMPENSATION EXPLANATION, CEO COMPENSATION COMPARABLES FROM OTHER LOCAL NON-PROFITS, CEO COMPENSATION COMPARABLES FROM OTHER REGIONAL BUSINESS ALLIANCES AND MINUTES FROM THE MOST RECENT COMPENSATION COMMITTEE MEETINGS. UPON DETERMINING TOTAL CEO COMPENSATION (INCLUDING SALARY, BONUS AND BENEFIT ADJUSTMENTS), THE COMPENSATION COMMITTEE SUBMITS ITS PROPOSAL TO THE EXECUTIVE COMMITTEE FOR APPROVAL. COMPENSATION FOR OFFICERS AND KEY EMPLOYEES IS DETERMINED ANNUALLY BASED ON PERFORMANCE MARKET INDICATORS. THESE KEY POSITIONS ARE REVIEWED ANNUALLY IN JANUARY AND THIS IS WHEN OBJECTIVES AND GOALS ARE DETERMINED FOR THE NEXT YEAR. THESE ANNUAL OBJECTIVES AND GOALS ARE FORMALLY REVIEWED AFTER SIX MONTHS. UNLESS THERE IS A SIGNIFICANT CHANGE IN JOB RESPONSIBILITIES OR COMPENSATION REFLECTED BY PERFORMANCE MARKET INDICATORS, COMPENSATION FOR THESE KEY POSITIONS ARE SUBJECT TO THE SAME BUDGETARY GUIDELINES AS THE REST OF THE STAFF. BONUSES AND INCENTIVE COMPENSATION FOR NON-CEO EMPLOYEES IS BASED ON ACHIEVEMENT OF BOTH ORGANIZATIONAL AND INDIVIDUAL OBJECTIVES AND THE DISCRETION OF THE CEO. THE PRESIDENT & CEO RECOMMENDS TOTAL COMPENSATION FOR THE SENIOR LEADERSHIP TEAM TO THE COMMITTEE FOR APPROVAL. THE COMMITTEE REVIEWS RECOMMENDATIONS FOR THE SENIOR LEADERSHIP TEAM INDIVIDUALLY. THE TOTAL ANNUAL BONUS POOL IS APPROVED BY THE COMPENSATION COMMITTEE. GRANT THORNTON ALSO PROVIDED SERVICES IN AN OCTOBER 2019 COMPENSATION STUDY THAT COVERED ALL POSITIONS. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION'S FINANCIAL STATEMENTS ARE AVAILABLE TO THE GENERAL PUBLIC. THE ORGANIZATION'S BYLAWS, PUBLIC POLICY, STRATEGIC PLAN AND THE BOARD OF TRUSTEES LIST ARE AVAILABLE ON THE ORGANIZATION'S WEBSITE. |
| FORM 990, PART IX, LINE 11G | OTHER FEES 705,694. TEMPORARY HELP 99,313. INTEGRATION/TRANSITION 17,070. |
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