2021-11-15T06:50:05-06:00 2020-12-31 410746749 CLIFTONLARSONALLEN LLP 220 S 6TH STREET SUITE 300 MINNEAPOLIS MN 55402 990 2020-01-01 410761732 MINNEAPOLIS DOWNTOWN COUNCIL MINN 6123383807 81 SOUTH 9TH STREET NO 260 MINNEAPOLIS MN 554023200 STEVE CRAMER PRESIDENT & CEO 6123383807 2021-11-13 1 STEVE CRAMER 999009999 DANIEL PERSAUD P01603513 6123764500 2021-11-13 2 AAL1 IAL1 2020 2022-09-23 18:48:47Z STEVE CRAMER 81 SOUTH 9TH STREET NO 260 MINNEAPOLIS MN 554023200 2085628 0 X WWW.DOWNTOWNMPLS.COM X 1956 MN TO PROMOTE THE GROWTH AND DEVELOPMENT OF THE DOWNTOWN AREA AND ITS BUSINESSES. 70 69 45 74 0 0 931712 391667 3075005 1638249 2 1 -2356 48897 4004363 2078814 0 0 0 119194 1130222 841356 0 0 0 2789911 1104376 3920133 2064926 84230 13888 1444738 1651032 888340 1080746 556398 570286 TO CREATE AN EXTRAORDINARY DOWNTOWN MINNEAPOLIS, APPLYING THE CORE VALUES OF LEADERSHIP, COLLABORATION, ADVOCACY AND INNOVATION. 0 0 THROUGH ITS CORE SERVICES AND PROGRAMS, THE MINNEAPOLIS DOWNTOWN COUNCIL STRIVES TO ACCOMPLISH ITS STATED GOALS OF 1) ADVANCING THE LONG TERM VISION SET OUT IN ITS DOWNTOWN 2025 PLAN, 2) GROWING MEMBERSHIP AND MEMBERSHIP SERVICES, 3) ENHANCING PUBLIC SAFETY AND THE DOWNTOWN EXPERIENCE, AND 4) FOSTERING EFFECTIVE PARTNERSHIPS WITH GOVERNMENT. 0 1 0 1 0 0 0 1 0 1 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 21 0 45 1 0 0 0 0 0 0 0 0 X 70 69 0 0 0 0 1 1 0 1 1 0 0 0 1 1 1 1 1 1 1 0 X X KATHRYN REALI 6126563820 81 SOUTH NINTH STREET SUITE 260 MINNEAPOLIS MN 55402 STEVE CRAMER CEO 24.00 16.00 X X 79323 141458 29959 KATHRYN REALI COO 8.00 32.00 X 30995 123976 34780 LEAH WONG VP OF EXTERNAL RELATIONS 32.00 8.00 X 113291 26447 29718 DAN COLLISON DIRECTOR OF DOWNTOWN PARTN 40.00 0.00 X 110120 9205 20012 ELIZABETH SHOGREN EXECUTIVE DIRECTOR, GREEN 0.00 40.00 X 0 100114 18154 JESSE OSENDORF DIRECTOR OF OPERATIONS 0.00 40.00 X 0 106009 7512 LAURA DAY CHAIR; EX OFFICIO 0.70 0.30 X X 0 0 0 MIKE RYAN INCOMING CHAIR; EX OFFICIO 0.70 0.30 X X 0 0 0 PHIL TRIER PAST CHAIR, EX-OFFICIO 0.70 0.30 X X 0 0 0 SIYAD ABDULLAHI MEMBER 0.70 0.30 X 0 0 0 CHRISTINE ACKERMAN MEMBER 0.70 0.30 X 0 0 0 JOSEPH CECERE MEMBER 0.70 0.30 X 0 0 0 KERRY COOLEY BRUGGEMANN MEMBER 0.70 0.30 X 0 0 0 VALERIE BRUGGEMAN MEMBER 0.70 0.30 X 0 0 0 MICHAEL CLARK MEMBER 0.70 0.30 X 0 0 0 JOHN CONLIN MEMBER 0.70 0.30 X 0 0 0 ANNA COSKRAN MEMBER 0.70 0.30 X 0 0 0 JOHN COWLES III MEMBER 0.70 0.30 X 0 0 0 TOBY DAYTON MEMBER 0.70 0.30 X 0 0 0 JENNIFER DECUBELLIS MEMBER 0.70 0.30 X 0 0 0 PETER DIESSNER MEMBER 0.70 0.30 X 0 0 0 LYNETTE DUMALAG MEMBER 0.70 0.30 X 0 0 0 ERIK FORSBERG MEMBER 0.70 0.30 X 0 0 0 TUCKER GERRICK MEMBER 0.70 0.30 X 0 0 0 PATRICIA GRAZZINI MEMBER 0.70 0.30 X 0 0 0 KENDALL GRIFFITH MEMBER 0.70 0.30 X 0 0 0 JENNIFER HAFERBECKER MEMBER 0.70 0.30 X 0 0 0 SCOTT HAGAN MEMBER 0.70 0.30 X 0 0 0 MICHAEL HEADRICK MEMBER 0.70 0.30 X 0 0 0 MEIKE HENGELFELT MEMBER 0.70 0.30 X 0 0 0 STEVE HERRON MEMBER 0.70 0.30 X 0 0 0 TOM JOLLIE MEMBER 0.70 0.30 X 0 0 0 BILL KATTER MEMBER 0.70 0.30 X 0 0 0 TRISHA KIRK MEMBER 0.70 0.30 X 0 0 0 SHANNON KNOEPKE MEMBER 0.70 0.30 X 0 0 0 DEB KOLAR MEMBER 0.70 0.30 X 0 0 0 KARIN LUCAS MEMBER 0.70 0.30 X 0 0 0 BRIAN MALLARO MEMBER 0.70 0.30 X 0 0 0 JONATHAN MARKS MEMBER 0.70 0.30 X 0 0 0 JOHN MARSHALL MEMBER 0.70 0.30 X 0 0 0 ALFREDO MARTEL MEMBER 0.70 0.30 X 0 0 0 TIM MARX MEMBER 0.70 0.30 X 0 0 0 ANDREW MILLER MEMBER 0.70 0.30 X 0 0 0 JOE MILLER MEMBER 0.70 0.30 X 0 0 0 JOHN OZZIE NELSON MEMBER 0.70 0.30 X 0 0 0 NICK PECHMAN MEMBER 0.70 0.30 X 0 0 0 TODD PETERSON MEMBER 0.70 0.30 X 0 0 0 ROBERT PFEFFERLE MEMBER 0.70 0.30 X 0 0 0 BRIAN PIETSCH MEMBER 0.70 0.30 X 0 0 0 RONNIE RAGOFF MEMBER 0.70 0.30 X 0 0 0 MATTHEW RAUENHORST MEMBER 0.70 0.30 X 0 0 0 JOE RAVENS MEMBER 0.70 0.30 X 0 0 0 STEVEN RYAN MEMBER 0.70 0.30 X 0 0 0 MIKE SALMEN MEMBER 0.70 0.30 X 0 0 0 MICHAEL SCHMALTZ MEMBER 0.70 0.30 X 0 0 0 TOM SCHNETTLER MEMBER 0.70 0.30 X 0 0 0 TOM SCHULENBERG MEMBER 0.70 0.30 X 0 0 0 ERIN SEXTON MEMBER 0.70 0.30 X 0 0 0 ARI SILKEY MEMBER 0.70 0.30 X 0 0 0 KIRSTEN SPRECK MEMBER 0.70 0.30 X 0 0 0 SARAH STREHL MEMBER 0.70 0.30 X 0 0 0 RYAN TANKE MEMBER 0.70 0.30 X 0 0 0 VINCENT THOMAS MEMBER 0.70 0.30 X 0 0 0 LICA TOMIZUKA MEMBER 0.70 0.30 X 0 0 0 BRITT UDESEN MEMBER 0.70 0.30 X 0 0 0 ROSEMARY UGBOAJAH MEMBER 0.70 0.30 X 0 0 0 JAMES VOS MEMBER 0.70 0.30 X 0 0 0 ABDI WARSAME MEMBER 0.70 0.30 X 0 0 0 JONATHAN WENDROFF MEMBER 0.70 0.30 X 0 0 0 STEVE YAEGER MEMBER 0.70 0.30 X 0 0 0 DONNA ZIMMERMAN MEMBER 0.70 0.30 X 0 0 0 BRENT FOERSTER EX-OFFICIO MEMBER 0.70 0.30 X 0 0 0 MARK HAMEL EX-OFFICIO MEMBER 0.70 0.30 X 0 0 0 TIMOTHY HART-ANDERSEN EX-OFFICIO MEMBER 0.70 0.30 X 0 0 0 KEN JARKA EX-OFFICIO MEMBER 0.70 0.30 X 0 0 0 KEVIN LEWIS EX-OFFICIO MEMBER 0.70 0.30 X 0 0 0 MARK NERENHAUSEN EX-OFFICIO MEMBER 0.70 0.30 X 0 0 0 JONATHAN WEINHAGEN EX-OFFICIO MEMBER 0.70 0.30 X 0 0 0 TOM WHITLOCK EX-OFFICIO MEMBER 0.70 0.30 X 0 0 0 333729 507209 140135 2 0 1 0 0 240000 151667 391667 MEMBERSHIP DUES 713990 887800 887800 SPONSORSHIP 713990 635103 635103 OTHER PROGRAM REVENUE 713990 115346 115346 1638249 1 1 8518 6814 1704 1704 47193 47193 47193 2078814 1638249 0 48898 119194 641788 19426 116333 63809 9406 26219 24000 6753 106307 56876 101702 1112 21561 34605 61617 PROGRAM EXPENSES 594564 MISCELLANEOUS 59654 2064926 267077 694893 6498 6499 100000 350645 834111 405331 146799 125157 198577 141735 78588 56842 11665 11665 1444738 1651032 651340 471829 203735 570806 33265 38111 888340 1080746 X 395981 436952 160417 133334 556398 570286 1444738 1651032 13888 0 X X 0 1 X 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 887800 24000 -11745 12255 16629 -4374 0 1 X 28067 12228 15839 58518 36863 21655 111992 92644 19348 56842 X PART IV, LINE 2B: FUNDS HELD FOR OTHERS CONSISTS OF FUNDS COLLECTED RELATING TO NULOOP PARTNERSHIP. THE COUNCIL ACTS AS A FISCAL AGENCY FOR NULOOP PARTNERSHIP AN INFORMAL, UNINCORPORATED INITIATIVE INVOLVING SEVERAL CORPORATE AND CIVIC ORGANIZATION PARTNERS THAT ARE FOCUSED ON THE AREA SURROUNDING THE TWINS BALLPARK SITE. THE TOTAL FUNDS HELD FOR NULOOP PARTNERSHIP WAS $26,000 AND $33,265 AT DECEMBER 31, 2020 AND 2019, RESPECTIVELY. PART X, LINE 2: MINNEAPOLIS DOWNTOWN COUNCIL IS QUALIFIED AS A TAX-EXEMPT ORGANIZATION DESCRIBED IN SECTION 501(C)(6) OF THE INTERNAL REVENUE CODE AND, ACCORDINGLY, IS NOT SUBJECT TO FEDERAL INCOME TAXES. MINNEAPOLIS MARKETING, LLC IS A DISREGARDED ENTITY FOR TAX PURPOSES AND IS NOT SUBJECT TO FEDERAL INCOME TAXES. HOWEVER, TAXES WOULD BE COMPUTED ON NET INCOME EARNED, IF ANY, FROM SOURCES UNRELATED TO THE ENTITY'S TAX EXEMPT PURPOSES. IN 2020 AND 2019, NO PROVISION FOR FEDERAL OR MINNESOTA INCOME TAXES HAS BEEN MADE. X 0 1 X X X 0 0 0 STEVE CRAMER CEO 79139 120792 0 20400 184 266 3270 25104 650 935 83243 167497 0 0 KATHRYN REALI COO 28928 115710 2000 8000 67 266 1205 14820 3751 15004 35951 153800 0 0 LEAH WONG VP OF EXTERNAL RELATIONS 105555 26388 7500 0 236 59 11965 1116 13310 3327 138566 30890 0 0 PART I, LINE 1A TAX INDEMNIFICATION AND GROSS UP PAYMENTS WERE PROVIDED TO ALL OFFICERS AND INCLUDED IN THEIR TAXABLE INCOME. PART I, LINE 3 DOWNTOWN COUNCIL OF MINNEAPOLIS DETERMINED CEO COMPENSATION THROUGH THE APPROPRIATE PROCESS, WHICH INCLUDES REVIEW AND APPROVAL BY INDEPENDENT PERSONS, COMPARABILITY DATA AND CONTEMPORANEOUS SUBSTANTIATION. THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS APPROVED CEO COMPENSATION. FORM 990, PART VI, SECTION A, LINE 1 THE EXECUTIVE COMMITTEE CONSISTS OF NO MORE 20 MEMBERS, ALL OF WHOM ARE DIRECTORS. THEY ARE APPOINTED BY THE BOARD OF DIRECTORS. THE BOARD DELEGATES THE AUTHORITY AND RESPONSIBILITY OF THE BOARD IN BETWEEN MEETINGS OF THE BOARD AND THE AUTHORITY AND RESPONSIBILITY TO OVERSEE AND MANAGE THE OPERATIONS OF THIS ORGANIZATION. THIS IS SUBJECT TO CERTAIN LIMITATIONS SET OUT IN THE BYLAWS. FORM 990, PART VI, SECTION A, LINE 6 THE COUNCIL HAS ONE CLASS OF MEMBERS WHO MAY BE ANY PERSONS, FIRMS OR CORPORATIONS WHO SHALL, AS DETERMINED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION, RESIDE IN, WORK IN, OWN PROPERTY IN, DERIVE INCOME FROM, OR OTHERWISE BE ESPECIALLY INTERESTED IN THE DOWNTOWN AREA OF THE CITY OF MINNEAPOLIS, AND WHO SHALL HAVE PAID THE PRESCRIBED MEMBERSHIP DUES. FORM 990, PART VI, SECTION A, LINE 7A THE BUSINESS AND PROPERTY OF THE CORPORATION SHALL BE MANAGED BY A BOARD OF DIRECTORS, WHICH SHALL CONSIST OF NOT FEWER THAN EIGHTEEN (18) NOR MORE THAN EIGHTY (80) VOTING DIRECTORS, COMPRISED OF THE ELEVEN (11) EX-OFFICIO DIRECTORS LISTED BELOW AND UP TO SIXTY-NINE (69) APPOINTED DIRECTORS. THE APPOINTED DIRECTORS SHALL BE APPOINTED BY THE MINNEAPOLIS DOWNTOWN COUNCIL. THE EX OFFICIO DIRECTORS SHALL BE (A) THE CHAIR, CHAIR ELECT, AND IMMEDIATE PAST CHAIR OF THE BOARD OF DIRECTORS OF THIS CORPORATION, (B) THE PRESIDENT OF THE GREATER MINNEAPOLIS CHAMBER OF COMMERCE, (C) THE CHIEF EXECUTIVE OFFICER OF THIS CORPORATION, (D) THE PRESIDENT OF THE GREATER MINNEAPOLIS CONVENTION AND VISITORS ASSOCIATION, (E) THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE MINNEAPOLIS BUILDING OWNERS AND MANAGERS ASSOCIATION, (F) A REPRESENTATIVE OF THE MINNEAPOLIS RELIGIOUS COMMUNITY, AS SELECTED BY THE BOARD OF DIRECTORS OF MINNEAPOLIS DOWNTOWN COUNCIL, (G) THE CHAIR OF THE DOWNTOWN HOTEL ASSOCIATION, (H) THE PRESIDENT OF THE HENNEPIN THEATRE TRUST, AND (I) THE CHAIR OF THE MINNEAPOLIS DOWNTOWN COUNCIL. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 WAS REVIEWED AND APPROVED BY THE FINANCE AND AUDIT COMMITTEE. THE FINAL FORM 990 WAS PROVIDED TO THE EXECUTIVE COMMITTEE OF THE BOARD PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C THE CONFLICT OF INTEREST UPDATE FORM IS ROUTINELY DISTRIBUTED TO ALL OFFICERS, DIRECTORS AND EMPLOYEES ASKING THAT (1) ANY KNOWN CONFLICTS NOT PREVIOUSLY DISCLOSED BE DISCLOSED ON THE UPDATE FORM AND (2) REMINDING THEM OF THE POLICY AND RESPONSIBILITY TO NOTIFY THE APPROPRIATE INDIVIDUAL OF ANY CONFLICTS THAT MAY ARISE DURING THE YEAR BEFORE THE RELATED ACTION IS TAKEN. INDIVIDUALS COVERED UNDER THE POLICY HAVE AN ONGOING RESPONSIBILITY TO NOTIFY THE APPROPRIATE INDIVIDUAL OF ANY NEW OR NEWLY DISCOVERED AFFILIATIONS THAT MAY REPRESENT CONFLICTS. NOTIFICATIONS SHOULD BE MADE AT ANY TIME DURING THE YEAR BEFORE A RELATED ACTION IS TAKEN. FOR EMPLOYEES, THAT INDIVIDUAL WILL BE THE CEO. FOR OFFICERS AND DIRECTORS, THAT INDIVIDUAL WILL BE THE BOARD CHAIR (IN CASES WHERE THE BOARD CHAIR MAY HAVE A CONFLICT, THE ISSUE SHOULD BE BROUGHT TO THE EXECUTIVE COMMITTEE). IT WILL BE THE CEO, BOARD CHAIR, OR THE EXECUTIVE COMMITTEE'S RESPONSIBILITY TO DETERMINE THE CORRECT ACTION TO BE TAKEN REGARDING THE CONFLICT AND TO ASSURE THAT THIS ACTION IS COMPLIED WITH (I.E. PROHIBITION FROM PARTICIPATING IN THE GOVERNING BODY'S DELIBERATIONS AND DECISION IN THE TRANSACTION). PROCEEDINGS RELATED TO DISCLOSURES AND DECISIONS ARE DOCUMENTED IN MEETING MINUTES OR AS OTHERWISE APPROPRIATE. FORM 990, PART VI, SECTION B, LINE 15 THE CEO SALARY WAS DETERMINED AND APPROVED BY THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS IN OCTOBER 2017 AFTER ENGAGING AN OUTSIDE FIRM TO CONDUCT AN ANALYSIS OF SIMILAR POSITIONS IN THE AREA AS WELL AS IN THE SAME INDUSTRY ACROSS THE COUNTRY. A RECOMMENDATION WAS MADE BY THE OUTSIDE FIRM WHICH WAS CONSIDERED AND APPROVED EFFECTIVE NOVEMBER 1, 2017. SUBSEQUENT COMPENSATION AMOUNTS HAVE BEEN APPROVED BY THE EXECUTIVE COMMITTEE. CHIEF OPERATING OFFICER (COO) SALARY WAS REVIEWED AND APPROVED BY A SEARCH COMMITTEE COMPRISED OF 5 MEMBERS OF THE BOARD OF DIRECTORS. THE SALARY WAS COMPARED WITH SIMILAR POSITIONS IN SURVEYS OBTAINED BY THE INTERNATIONAL DOWNTOWN ASSOCIATION AND THE CENTER FOR ASSOCIATION LEADERSHIP AND FOUND TO BE WITHIN A REASONABLE RANGE. OTHER SENIOR STAFF INCREASES HAVE BEEN COST OF LIVING WITH MERIT BONUSES RECOMMENDED BY THE CEO AND APPROVED BY THE CHAIR AND OTHERS ON THE EXECUTIVE COMMITTEE. THE PROCESS OF COMPARISONS TO OTHER SIMILAR POSITIONS IN SURVEYS WAS LAST UNDERTAKEN FOR THE COO, KATHRYN REALI IN 2016. FORM 990, PART VI, SECTION C, LINE 19 THE COUNCIL MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART XII, LINE 2C: THE PROCESS FOR OVERSIGHT AND SELECTION OF AN INDEPENDENT ACCOUNTANT HAS NOT CHANGED. MARKETING MINNEAPOLIS LLC 81 SOUTH NINTH STREET 260 MINNEAPOLIS MN 55402 412021447 COMMUNITY EVENTS DE 0 0 DOWNTOWN COUNCIL OF MINNEAPOLIS GREEN MINNEAPOLIS 81 SOUTH 9TH STREET SUITE 260 MINNEAPOLIS MN 55402 471930695 DEVELOPMENT, CONSTRUCTION, COORDINATION AND OPERATION OF GREEN SPACES MN 501(C)(3) LINE 7 DOWNTOWN COUNCIL OF MINNEAPOLIS 1 MINNEAPOLIS DOWNTOWN IMPROVEMENT DISTRICT 81 SOUTH 9TH STREET SUITE 260 MINNEAPOLIS MN 55402 264259628 TO CREATE AN ATTRACTIVE, VIBRANT DOWNTOWN AREA MN 501(C)(6) N/A DOWNTOWN COUNCIL OF MINNEAPOLIS 1 VIBRANT & SAFE DOWNTOWN 81 SOUTH 9TH STREET SUITE 260 MINNEAPOLIS MN 55402 205357228 TO ENHANCE THE VIBRANCY AND SAFETY OF THE DOWNTOWN AREA MN 501(C)(3) LINE 7 DOWNTOWN IMPROVEMENT DISTRICT 0 0 1 1 0 0 0 0 0 0 0 0 1 1 1 1 1 1 1 1 MINNEAPOLIS DOWNTOWN IMPROVEMENT DISTRICT Q 1457265 CASH TRANSFERRED VIBRANT & SAFE DOWNTOWN C 57272 CASH TRANSFERRED GREEN MINNEAPOLIS L 253124 CASH TRANSFERRED