| Form 990, Part VI, Section A, Line 6 |
The members of the corporation shall be divided into two classes: Director Members and General Members. Only individuals are eligible to be members. Each member shall be a resident of or be employed in Dane County, Wisconsin. Director Members shall consist of those persons who are serving (from time to time) as members of the Board of Directors of the corporation. The number and identity of the Director Members shall at all times be the same as the number and identity of the persons serving as Directors of the corporation. Upon any change in the number or identity of the Directors of the corporation for any reason, the number and identity of the Director Members shall be changed accordingly without the requirement of any action by the members or by the Board of Directors. General Members shall be divided into two categories: agency members and public members. Agency members shall consist of the principal staff officer (usually the Executive Director) and the principal volunteer officer (usually the Chair of the Board) of each partner United Way agency, who are present in person at a meeting of members. For this purpose, a partner United Way agency shall be as defined in the corporation's policies from time to time. Agency members shall include only those persons serving in the above positions for their respective agency at the time of the meeting of members. If an agency member cannot attend a meeting, the partner United Way agency cannot send a substitute in his or her place. Public Members. Public members shall consist of any other persons who are invited by the Board of Directors to attend the annual or any special meeting of the members and who are present in person at a meeting of members. The Board of Directors shall have the complete discretion to decide the number and identity of the persons, if any, to invite to attend a special meeting of the members, provided, however, that the general public shall be invited to attend the annual meeting of the members, through public notice of the meeting. |
| Form 990, Part VI, Section A, Line 7a |
Nomination and Election of Directors. Replacements for Directors whose terms are expiring, Special Appointments, and any new Directors to be added to the Board of Directors shall be elected by the members at the annual meeting of the members. The candidates for election shall consist of a slate of nominees recommended by the Nominating and Governance Committee, and those persons, if any, nominated by the members from the floor. At the annual meeting of members, nominations of candidates for election to the Board of Directors may be made from the floor by any member who is present at the meeting, provided that each individual so nominated (1) meets, to the reasonable satisfaction of the Chair, the requirements of these Bylaws, and (2) has submitted a written consent to his or her nomination to the President of the corporation at least forty-eight (48) hours before the opening of the annual meeting of members. The Chair of the meeting may request that the members vote upon a single slate of all nominees, subject, however, to the right of the members to require, by a duly adopted resolution, that each nominee be voted upon separately. If in an election of Directors the number of nominees for election exceeds the number of vacancies on the Board of Directors to be filled by the election, then the nominees who receive the highest number of votes shall be elected. |
| Form 990, Part VI, Section A, Line 7b |
Voting by Members. Each member shall have one vote upon each matter submitted to a vote at any annual or special meeting of the members. Any individual who is both a Director Member and a General Member shall have only one vote. Unless expressly stated otherwise in these Bylaws, Director Members and General Members shall vote together, as one class, on each matter submitted to a vote. Voting by proxy shall not be permitted. |
| Form 990, Part VI, Section B, Line 11b |
Prior to filing, the Form 990 is made available to the Board of Directors, Finance and Audit Committee and independent audit firm for review electronically. |
| Form 990, Part VI, Section B, Line 12c |
The conflict of interest policy is discussed and reviewed annually with the Board of Directors, other volunteers, and staff. Each group is asked to complete a questionnaire that includes disclosing relationships that could be considered a conflict of interest. |
| Form 990, Part VI, Section B, Line 15 |
Biannually a compensation study is completed by an independent consultant. The results of the study are shared with the Board Chair, Personnel Committee Chair, and Executive Committee. The Board Chair and Executive Committee annually conduct a performance review of the President and approve the salary for the year. The President conducts a performance review of the other officers and key employees and recommends a salary for the year which is approved by the Executive Committee. |
| Form 990, Part VI, Section C, Line 19 |
United Way of Dane County, Inc. makes information available through printed materials - annual reports, newsletters, etc., and websites - unitedwaydanecounty.org, Guidestar, and Charity Navigator. |
| Form 990, Part XI, Line 9 |
Gain on Donor Designated Pledges: $121,628; Change in Temporarily Restricted Net Assets: ($469,690.00) |
Attach to Form 990 or 990-EZ.