Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PAGE 6, PART VI, LINE 4 | THE CHANGES BELOW HAVE BEEN MADE TO THE BYLAWS: ARTICLE IV-BOARD OF DIRECTORS 4.02 NUMBER, TENURE AND QUALIFICATIONS FOR MEMBERS OF THE BOARD. THE CORPORATION'S BOARD OF DIRECTORS SHALL CONSIST OF NOT MORE THAN SEVENTEEN (17) PERSONS WHO ARE EXPECTED TO BE IMPORTANT AND INFLUENTIAL SUPPORTERS OF TOURISM DEVELOPMENT, THE BUREAU AND ITS PROGRAMS. THE DIRECTORS WILL SERVE TWO-YEAR TERMS, BEGINNING JANUARY 1, WITH FIVE (5) DIRECTORS ELECTED EACH YEAR AS OFFICERS OF THE BOARD. NO BOARD MEMBER SHALL SERVE MORE THEN THREE (3), TWO (2) YEAR CONSECUTIVE TERMS PLUS ANY UNEXPIRED TERM THE BOARD MEMBER MAY HAVE BEEN ELECTED OR APPOINTED TO FILL. DIRECTORS SERVING AS OFFICERS SHALL BE EXEMPT FROM THIS RESTRICTION IN ORDER TO PROGRESS THROUGH THE OFFICES AND PROVIDE CONTINUITY OF LEADERSHIP. TO PROVIDE THIS CONTINUITY, WHEN THE PAST CHAIR'S EXECUTIVE COMMITTEE TERM ENDS, THEY MAY REMAIN AS A BOARD MEMBER FOR AN ADDITIONAL THREE (3) TERMS. THE TERMS OF THE BOARD SHALL BE ADJUSTED TO ENSURE THAT NO MORE THEN 1/3 OF THE BOARD TURNS OVER EACH YEAR. THE BOARD SHALL BE SELF-PERPETUATING, AND FUTURE ELECTIONS TO THE BOARD SHALL BE CONDUCTED ON AN ANNUAL BASIS BY THE OSHKOSH CONVENTION AND VISITORS BUREAU BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE IS RESPONSIBLE TO NOMINATE NEW DIRECTORS. NEW DIRECTORS SHALL BE ELECTED BY MAJORITY VOTE OF THE OSHKOSH CONVENTION & VISITORS BUREAU, INC. BOARD MEMBERS PRESENT FOR A MEETING NOTICED AND HELD FOR SUCH PURPOSES. THE BOARD CONFIGURATION SHALL BE AS FOLLOWS: THE FOLLOWING BOARD POSITIONS WILL BE CONSIDERED EX OFFICIO: (A) THERE SHALL BE ONE (1) MEMBER OF THE BOARD WHO IS A SITTING MEMBER OF THE OSHKOSH COMMON COUNCIL. THE COUNCIL REPRESENTATIVE WILL BE MUTUALLY AGREED UPON, ANNUALLY, BY THE MAYOR AND THE EXECUTIVE COMMITTEE. THE TERM OF SERVICE IS JUNE THROUGH MAY, WITH THE NOMINEE SELECTED AFTER THE ANNUAL APRIL ELECTION. THIS POSITION IS NON-VOTING. (B) THERE SHALL BE ONE (1) MEMBER OF THE BOARD WHO IS A SITTING MEMBER OF THE WINNEBAGO COUNTY BOARD. (C) THERE SHALL BE ONE (1) MEMBER REPRESENTING THE OSHKOSH AREA COMMUNITY FOUNDATION. (D) THERE SHALL BE ONE (1) MEMBER FROM THE OSHKOSH CITY PARKS. (E) THERE SHALL BE ONE (1) MEMBER REPRESENTING THE UNIVERSITY WISCONSIN OSHKOSH. (F) THERE SHALL BE ONE (1) MEMBER REPRESENTING EAA. THE REMAINING MEMBERS OF THE BOARD WILL BE REPRESENTED BY THE FOLLOWING. (G) THERE SHOULD BE AT LEAST (1) BUT NOT MORE THAT (2) REPRESENTATIVES FOR THE FOLLOWING CATEGORIES: RESTAURANT, HOTEL AND ATTRACTION. REPRESENTATIVES FROM THIS CATEGORY SHOULD CONSIST OF OWNERS, GENERAL MANAGERS, EXECUTIVE BOARD MEMBERS OR THE TOP EXECUTIVE LEVEL OF THE ORGANIZATION. (H) THE REMAINING MEMBERS OF THE BOARD SHALL REPRESENT THE OSHKOSH COMMUNITY AT LARGE WHO ARE SUPPORTERS OF TOURISM DEVELOPMENT, THE BUREAU AND ITS PROGRAMS. 4.03 RESIGNATION, REMOVAL, VACANCIES. THE DIRECTOR MAY RESIGN AT ANY TIME BY GIVING WRITTEN NOTICE TO THE SECRETARY OF THE CORPORATION, WHO SHALL ADVISE THE BOARD OF DIRECTORS OF SUCH RESIGNATION. SUCH RESIGNATION SHALL TAKE EFFECT AT THE TIME SPECIFIED THEREIN, OR IF NO TIME IS SPECIFIED, THEN UPON RECEIPT OF THE RESIGNATION BY THE SECRETARY AND, UNLESS OTHERWISE SPECIFIED HEREIN, ACCEPTANCE OF SUCH RESIGNATION SHALL NOT BE NECESSARY TO MAKE IT EFFECTIVE. ANY INDIVIDUAL DIRECTOR MAY BE REMOVED FROM OFFICE BY ACTION OF A MAJORITY OF ALL OF THE MEMBERS THEN COMPRISING THE BOARD OF DIRECTORS, FOR CAUSE DEEMED SUFFICIENT BY THE BOARD. A VACANCY OR VACANCIES IN THE BOARD WHICH OCCURS FOR ANY REASON, INCLUDING AN INCREASE ON THE AUTHORIZED NUMBER OF DIRECTORS, MAY BE FILLED BY THE ACTION OF THE MAJORITY OF BOARD MEMBERS PRESENT AT A MEETING NOTICED AND HELD FOR SUCH PURPOSE. REPLACEMENTS FOR DIRECTORS WHO ARE DECEASED, OR WHO HAVE RESIGNED OR HAVE BEEN REMOVED FROM THE BOARD, SHALL BE ELECTED TO SERVE OUT THE UNEXPIRED TERM OF THE DIRECTOR WHOM THEY ARE REPLACING. THE CONSENT OF ALL CANDIDATES TO SERVE ON THE BOARD SHALL BE OBTAINED BEFORE THEIR NAMES ARE PRESENTED FOR ELECTION. IF THERE IS NOT AN AGREED-UPON OR INTERESTED COUNCIL REPRESENTATIVE SELECTED WITHIN 45 DAYS AFTER THE APRIL ELECTION, THE BOARD SHALL HAVE THE RIGHT TO APPOINT A MEMBER FROM THE COMMUNITY AT LARGE TO FILL THIS EMPTY SEAT AND SERVE FOR THE REMAINDER OF THE TERM IDENTIFIED IN PARAGRAPH 4.02 FOR THIS BOARD SEAT. 4.06 ATTENDANCE. THE BOARD OF DIRECTORS CANNOT OPERATE WITHOUT THE FULL INVOLVEMENT OF ALL DIRECTORS. DIRECTORS WHO HAVE TWO ANNUAL ABSENCES FROM BOARD MEETINGS MAY BE REPLACED BY THE BOARD. 4.07 EMERITUS APPOINTMENT. THE EXECUTIVE COMMITTEE MAY NOMINATE A BOARD MEMBER EMERITUS FOR APPROVAL BY THE BOARD. THE BOARD MEMBER EMERITUS SHALL BE SELECTED FROM THOSE BOARD MEMBERS WHO HAVE SERVED ON THE BOARD OF DIRECTORS WITH DISTINCTION AND EXCELLENCE BUT WHOSE TERM HAS EXPIRED. THIS BOARD MEMBER WILL NOT HAVE VOTING RIGHTS. ARTICLE V-OFFICERS 5.01 SPECIFIED OFFICERS. THE PRINCIPAL OFFICERS OF THE CORPORATION SHALL BE CHAIRMAN, CHAIR ELECT, VICE-CHAIRMAN, SECRETARY/TREASURER AND PAST CHAIRMAN. ALL SUCH OFFICERS SHALL BE APPOINTED FROM WITHIN THE MEMBERSHIP OF THE BOARD. THE ELECTION OF SUCH OFFICERS SHALL TAKE PLACE AT THE FIRST MEETING OF THE BOARD OF DIRECTORS IN ANY CALENDAR YEAR. ALL OFFICERS WILL SERVE ON THE EXECUTIVE COMMITTEE. 5.02 TERM OF OFFICE. OFFICERS OF THE CORPORATION SHALL SERVE FOR A PERIOD OF ONE (1) YEARS OR UNTIL THEIR RESPECTIVE SUCCESSORS HAVE BEEN DULY ELECTED. 5.03 DUTIES OF OFFICERS. THE DUTIES OF THE OFFICERS SHALL BE AS FOLLOWS: (A)CHAIRMAN. THE CHAIRMAN OF THE CORPORATION SHALL PRESIDE AT ALL OF ITS MEETINGS, AND SHALL PERFORM ALL DUTIES COMMONLY INCIDENT TO SUCH OFFICE. (B)CHAIRMAN ELECT. THE CHAIRMAN ELECT OF THE CORPORATION SHALL ACT IN THE ABSENCE OF THE CHAIRMAN, PERFORMING ALL DUTIES COMMONLY INCIDENT TO SUCH OFFICE. (C)VICE CHAIRMAN. THE VICE-CHAIRMAN OF THE CORPORATION SHALL ACT IN THE ABSENCE OF THE CHAIRMAN ELECT, PERFORMING ALL DUTIES COMMONLY INCIDENT TO SUCH OFFICE. (D)SECRETARY/TREASURER. THE SECRETARY OF THE CORPORATION SHALL BE IN CHARGE OF THE CORPORATIONS' BOOKS AND RECORDS AND SHALL MAINTAIN COMPLETE MINUTES OF ALL MEETINGS OF THE BOARD OF DIRECTORS. THE TREASURER OF THE CORPORATION SHALL BE RESPONSIBLE TO OVERSEE AND MANAGE THE FINANCES OF THE CORPORATION AND TO SEE THAT ALL RECEIPTS AND DISBURSEMENTS OF FUNDS ARE IN COMPLIANCE WITH ITS ANNUAL BUDGET AND THE DIRECTIONS OF THE BOARD OF DIRECTORS. THE TREASURER SHALL GIVE PERIODIC ACCOUNTING TO THE BOARD OF DIRECTORS AND THE CITY OF OSHKOSH AS TO THE FINANCIAL STATUS OF THE CORPORATION. THE TREASURER SHALL, AT THE EXPENSE OF THE CORPORATION, GIVE ACCEPTABLE BOND IN SUCH SUM AS THE BOARD SHALL DETERMINE. IN ADDITION, THE TREASURER SHALL COOPERATE IN OBTAINING AND SHALL FACILITATE AN ANNUAL AUDIT OF THE CORPORATION'S FINANCES BY A QUALIFIED CERTIFIED PUBLIC ACCOUNTING FIRM ENGAGED BY OR PURSUANT TO AUTHORITY GRANTED BY THE BOARD. THE RESULTING ANNUAL AUDIT REPORT SHALL BE PROVIDED TO THE CITY OF OSHKOSH. (E)PAST CHAIRMAN. THE IMMEDIATE PAST CHAIRMAN ADDS CONTINUITY TO THE BOARD, 5.04 ESPECIALLY DURING TRANSITION TO THE NEW CHAIRMAN OF THE BOARD. 5.04 PROGRESSION OF OFFICERS. UPON COMPLETION OF THE CHAIRMAN'S TERM THE CHAIR ELECT WILL ASSUME THE ROLE OF THE CHAIRMAN BY MAJORITY VOTE OF THE BOARD OF DIRECTORS. THE PAST CHAIRMAN WILL GO TO EMERITUS STATUS. ARTICLE VI-COMMITTEES 6.02 EXECUTIVE COMMITTEE. THE EXECUTIVE COMMITTEE WILL CONSIST OF ALL OFFICERS TO INCLUDE: THE CHAIRMAN, CHAIR ELECT, VICE CHAIRMAN, SECRETARY/TREASURER AND PAST CHAIRMAN. ON AN ANNUAL BASIS, THE TRANSITION OF OFFICER POSITIONS WILL BE AS FOLLOWS: CHAIR ELECT TO CHAIRMAN, VICE CHAIR TO CHAIR ELECT, CHAIRMAN TO PAST CHAIR AND PAST CHAIR TO REGULAR DIRECTOR POSITION. TO PROVIDE CONTINUITY IN FINANCES, THE SECRETARY/TREASURER MAY REMAIN IN THE POSITION, BY ANNUAL APPROVAL OF THE BOARD. THE ROLE, RESPONSIBILITIES AND DUTIES OF THE EXECUTIVE COMMITTEE: COMPLETES THE ANNUAL PERFORMANCE REVIEW OF EXECUTIVE DIRECTOR AND DETERMINES THE EXECUTIVE DIRECTOR'S COMPENSATION, PROVIDES BOARD MEMBER AND EXECUTIVE COMMITTEE NOMINATIONS, AND ADVISES THE EXECUTIVE DIRECTOR, AS NEEDED. A MAJORITY OF THE MEMBERS OF THE EXECUTIVE COMMITTEE SHALL CONSTITUTE A QUORUM. THE EXECUTIVE COMMITTEE SHALL ACT FOR AND ON BEHALF OF THE BOARD OF DIRECTORS WHEN THE BOARD IS NOT IN SESSION BUT SHALL BE ACCOUNTABLE TO THE BOARD FOR ITS ACTIONS. |
| FORM 990, PAGE 6, PART VI, LINE 11B | THE FORM 990 IS PREPARED BY INDEPENDENT AUDITORS, HUBERTY & ASSOCIATES, S.C., WHICH IN TURN PRESENT IT TO THE EXECUTIVE DIRECTOR OF THE ORGANIZATION WHO REVIEWS AND APPROVES THE FORM. THE ORGANIZATION'S EXECUTIVE DIRECTOR AND BOARD OF DIRECTORS ASSUME RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT AND THE SELECTION OF AN INDEPENDENT ACCOUNTANT. |
| FORM 990, PAGE 6, PART VI, LINE 12C | UPON BEING HIRED BY THE OSHKOSH CONVENTION BUREAU, EMPLOYEES ARE REQUIRED TO DISCLOSE ANY CONFLICTS OF INTEREST THEY MAY HAVE. IF A CONFLICT ARISES AFTER THE START OF EMPLOYMENT THE EXECUTIVE DIRECTOR IS NOTIFIED AND IT IS DEALT WITH AT THAT TIME. ALL BOARD MEMBERS ARE ALSO REQUIRED TO SIGN A CONFLICT OF INTEREST POLICY STATEMENT. BOARD MEMBERS ARE REQUIRED TO DISCLOSE ANY POTENTIAL CONFLICT. |
| FORM 990, PAGE 6, PART VI, LINE 15A | THE BOARD OF DIRECTORS SETS THE EXECUTIVE DIRECTORS SALARY. THEY TAKE MANY FACTORS INTO CONSIDERATION WHEN SETTING THE WAGE FOR THIS POSITION. IN ORDER TO STAY COMPETITIVE, THE BOARD OF DIRECTORS USES SALARY SURVEYS OF SIMILAR ORGANIZATIONS AS WELL AS STATE DATA FROM DESTINATIONS WISCONSIN TO SET COMPENSATION FOR THE EXECUTIVE DIRECTOR. |
| FORM 990, PAGE 6, PART VI, LINE 15B | THE EXECUTIVE DIRECTOR SETS THE WAGES FOR OTHER EMPLOYEES. THE EXECUTIVE DIRECTOR AS ONE PART OF THE PROCESS OF SETTING WAGES WILL USE SALARY SURVEYS OF SIMILAR ORGANIZATIONS TO DETERMINE A FAIR AND COMPETITIVE WAGE. |
| FORM 990, PAGE 6, PART VI, LINE 19 | GOVERNING DOCUMENTS CAN BE REQUESTED FROM THE ORGANIZATION AT 100 N. MAIN STREET SUITE 112, OSHKOSH, WI 54901 OR BY CALLING ITS OFFICE AT 920-303- 9200. |
| Software ID: | |
| Software Version: |