2023-11-13T22:09:42-06:00 2022-12-31 410746749 CLIFTONLARSONALLEN LLP 220 S 6TH STREET SUITE 300 MINNEAPOLIS MN 55402 990 2022-01-01 410761732 MINNEAPOLIS DOWNTOWN COUNCIL MINN 6123383807 81 SOUTH 9TH STREET 260 MINNEAPOLIS MN 554023200 STEVE CRAMER PRESIDENT & CEO 6123383807 2023-11-11 1 STEVE CRAMER 999009999 0 DANIEL PERSAUD P01603513 6123764500 2023-11-07 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z STEVE CRAMER 81 SOUTH 9TH STREET 260 MINNEAPOLIS MN 554023200 4497332 0 X WWW.DOWNTOWNMPLS.COM X 1956 MN TO PROMOTE THE GROWTH AND DEVELOPMENT OF THE DOWNTOWN AREA AND ITS BUSINESSES. 72 71 93 120 0 0 1260745 1613779 1854921 2442739 1 1 106165 232167 3221832 4288686 0 0 0 0 1052587 1195053 0 0 0 1661830 3338865 2714417 4533918 507415 -245232 2804302 2429398 1726601 1596929 1077701 832469 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 1 0 0 0 1 1 1 0 0 1 79 0 1 93 1 0 0 0 0 0 0 0 0 X 72 71 0 0 0 0 1 1 0 1 1 0 0 0 1 1 1 1 1 1 1 0 X KATHRYN REALI 6126563820 81 SOUTH NINTH STREET SUITE 260 MINNEAPOLIS MN 55402 STEVE CRAMER CEO - EX-OFFICIO 24.00 16.00 X X 288311 0 10838 MIKE RYAN CHAIR; EX OFFICIO 0.70 0.30 X X 0 0 0 LAURA DAY IMMEDIATE PAST CHAIR; EX OFFICIO 0.70 0.30 X X 0 0 0 KARIN LUCAS VICE CHAIR; EX OFFICIO 0.70 0.30 X X 0 0 0 SIYAD ABDULLAHI DIRECTOR 0.70 0.30 X 0 0 0 CHRISTINE ACKERMAN DIRECTOR 0.70 0.30 X 0 0 0 SARAH ANDERSON EX OFFICIO 0.70 0.30 X 0 0 0 SHELLEY CARTHEN WATSON DIRECTOR 0.70 0.30 X 0 0 0 JOSEPH CECERE DIRECTOR 0.70 0.30 X 0 0 0 MICHAEL CLARK DIRECTOR 0.70 0.30 X 0 0 0 JOHN CONLIN DIRECTOR 0.70 0.30 X 0 0 0 KERRY COOLEY BRUGGEMANN DIRECTOR 0.70 0.30 X 0 0 0 ANNA COSKRAN DIRECTOR 0.70 0.30 X 0 0 0 JEFFREY COTTER DIRECTOR 0.70 0.30 X 0 0 0 JOHN COWLES III DIRECTOR 0.70 0.30 X 0 0 0 TOBY DAYTON DIRECTOR 0.70 0.30 X 0 0 0 JENNIFER DECUBELLIS DIRECTOR 0.70 0.30 X 0 0 0 PETER DIESSNER DIRECTOR 0.70 0.30 X 0 0 0 LYNETTE DUMALAG DIRECTOR 0.70 0.30 X 0 0 0 DAVID FHIMA DIRECTOR 0.70 0.30 X 0 0 0 BRENT FOERSTER EX OFFICIO 0.70 0.30 X 0 0 0 ERIK FORSBERG DIRECTOR 0.70 0.30 X 0 0 0 ALLISON FRASER EX OFFICIO 0.70 0.30 X 0 0 0 MARK GHERITY DIRECTOR 0.70 0.30 X 0 0 0 MICHAEL GOAR DIRECTOR 0.70 0.30 X 0 0 0 PATRICIA GRAZZINI DIRECTOR 0.70 0.30 X 0 0 0 ANDREW GREY DIRECTOR 0.70 0.30 X 0 0 0 KENDALL GRIFFITH DIRECTOR 0.70 0.30 X 0 0 0 SCOTT HAGAN DIRECTOR 0.70 0.30 X 0 0 0 MARK HAMEL DIRECTOR 0.70 0.30 X 0 0 0 TIMOTHY HART-ANDERSON EX OFFICIO 0.70 0.30 X 0 0 0 MEIKE HENGELFELT DIRECTOR 0.70 0.30 X 0 0 0 STEVE HERRON DIRECTOR 0.70 0.30 X 0 0 0 TED JOHNSON DIRECTOR 0.70 0.30 X 0 0 0 TRENT JOHNSON DIRECTOR 0.70 0.30 X 0 0 0 SARGENT JOHNSON DIRECTOR 0.70 0.30 X 0 0 0 TOM JOLLIE DIRECTOR 0.70 0.30 X 0 0 0 BILL KATTER DIRECTOR 0.70 0.30 X 0 0 0 JOANNE KAUFMAN DIRECTOR 0.70 0.30 X 0 0 0 LOUIS KING DIRECTOR 0.70 0.30 X 0 0 0 DEB KOLAR DIRECTOR 0.70 0.30 X 0 0 0 BELLA LAM DIRECTOR 0.70 0.30 X 0 0 0 BRIAN MALLARO DIRECTOR 0.70 0.30 X 0 0 0 JONATHAN MARKS DIRECTOR 0.70 0.30 X 0 0 0 JOHN MARSHALL DIRECTOR 0.70 0.30 X 0 0 0 ALFREDO MARTEL DIRECTOR 0.70 0.30 X 0 0 0 GEORGE MCCRARY DIRECTOR 0.70 0.30 X 0 0 0 ERIC MERRIMAN DIRECTOR 0.70 0.30 X 0 0 0 JOE MILLER DIRECTOR 0.70 0.30 X 0 0 0 ANDREW MILLER DIRECTOR 0.70 0.30 X 0 0 0 ADAIR MOSLEY DIRECTOR 0.70 0.30 X 0 0 0 JOHN OZZIE NELSON DIRECTOR 0.70 0.30 X 0 0 0 MARK NERENHAUSEN EX OFFICIO 0.70 0.30 X 0 0 0 TODD PETERSON DIRECTOR 0.70 0.30 X 0 0 0 ROBERT PFEFFERLE DIRECTOR 0.70 0.30 X 0 0 0 BRIAN PIETSCH DIRECTOR 0.70 0.30 X 0 0 0 KEVIN QUIRING DIRECTOR 0.70 0.30 X 0 0 0 RONNIE RAGOFF DIRECTOR 0.70 0.30 X 0 0 0 MATTHEW RAUENHORST DIRECTOR 0.70 0.30 X 0 0 0 JOE RAVENS DIRECTOR 0.70 0.30 X 0 0 0 JOHN RENT DIRECTOR 0.70 0.30 X 0 0 0 STEVEN RYAN DIRECTOR 0.70 0.30 X 0 0 0 MIKE SALMEN DIRECTOR 0.70 0.30 X 0 0 0 TOM SCHNETTLER DIRECTOR 0.70 0.30 X 0 0 0 DAVID SERRANO DIRECTOR 0.70 0.30 X 0 0 0 ERIN SEXTON DIRECTOR 0.70 0.30 X 0 0 0 ARI SILKEY DIRECTOR 0.70 0.30 X 0 0 0 JOSH STOWERS DIRECTOR 0.70 0.30 X 0 0 0 SARAH STREHL DIRECTOR 0.70 0.30 X 0 0 0 RYAN TANKE DIRECTOR 0.70 0.30 X 0 0 0 VINCENT THOMAS DIRECTOR 0.70 0.30 X 0 0 0 LICA TOMIZUKA DIRECTOR 0.70 0.30 X 0 0 0 LONNA TORCHIA DIRECTOR 0.70 0.30 X 0 0 0 PHIL TRIER DIRECTOR 0.70 0.30 X 0 0 0 BRITT UDESEN DIRECTOR 0.70 0.30 X 0 0 0 ROSEMARY UGBOAJAH DIRECTOR 0.70 0.30 X 0 0 0 ROBERT VISCHER DIRECTOR 0.70 0.30 X 0 0 0 JAMES VOS DIRECTOR 0.70 0.30 X 0 0 0 ABDI WARSAME DIRECTOR 0.70 0.30 X 0 0 0 JONATHAN WEINHAGEN EX OFFICIO 0.70 0.30 X 0 0 0 JONATHAN WENDROFF DIRECTOR 0.70 0.30 X 0 0 0 TOM WHITLOCK DIRECTOR 0.70 0.30 X 0 0 0 STEVE YAEGER DIRECTOR 0.70 0.30 X 0 0 0 JOHN YEADON EX OFFICIO 0.70 0.30 X 0 0 0 DONNA ZIMMERMAN DIRECTOR 0.70 0.30 X 0 0 0 KATHRYN REALI COO 8.00 32.00 X 188742 0 28219 LEAH WONG VP OF EXTERNAL RELATIONS 32.00 8.00 X 171494 0 24034 SHARAE SLEDGE FINANCE DIRECTOR 40.00 0.00 X 122612 0 16905 BEN SHARDLOW DIRECTOR OF URBAN DESIGN 0.00 40.00 X 118586 0 21809 SHANE ZAHN DIRECTOR OF SAFETY INITIATIVE 0.00 40.00 X 126904 0 27305 LISA MIDDAG DIRECTOR OF NICOLLET ACTIVATION 40.00 0.00 X 109746 0 22296 1126395 0 151406 7 0 1 0 ZEUS JONES OLYMPIOS LLC 2429 MICOLLET AVE MINNEAPOLIS MN 55404 CREATIVE CONSULTING 144235 ZAMBELLI FIREWORKS INTERNATIONALE 120 MARSHALL DRIVE WARRENDALE PA 15086 FIREWORKS 140000 ENTOURAGE EVENTS GROUP 212 2ND ST SE SUITE 212 MINNEAPOLIS MN 55414 CATERING 132185 SUCCESS COMPUTER CONSULTING 6130 GOLDEN HILLS DR GOLDEN VALLEY MN 55416 IT CONSULTING 123482 APRES INC 5801 CLEARWATER DR MINNETONKA MN 55343 EVENT RENTALS 113323 6 160500 400000 1053279 605500 1613779 SPONSORSHIP 713990 1146702 1146702 MEMBERSHIP DUES 713990 935598 935598 OTHER PROGRAM REVENUE 713990 360439 360439 2442739 1 1 440813 208646 232167 232167 4288686 2442739 0 232168 251073 734709 20380 115584 73307 1875 34648 24000 4766 790029 115205 62851 105502 16611 18253 50285 PROGRAM EXPENSES 2100844 MISCELLANEOUS 13996 4533918 1492029 1212478 6500 6501 1162318 730081 79661 86406 654872 272605 52129 382267 11665 11665 2804302 2429398 1336736 1207550 356061 357939 33804 31440 1726601 1596929 X 812367 731054 265334 101415 1077701 832469 2804302 2429398 -245232 0 X 0 1 X 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 935598 24000 -20145 3855 8326 -4471 0 1 X 31927 19128 12799 93235 59743 33492 529710 193734 335976 382267 X PART IV, LINE 2B: FUNDS HELD FOR OTHERS CONSISTS OF FUNDS COLLECTED RELATING TO THE NULOOP PARTNERS AND TWIN CITIES HOUSING ALLIANCE. THE COUNCIL ACTS AS A FISCAL AGENCY FOR NULOOP PARTNERS, AN INFORMAL, UNINCORPORATED INITIATIVE INVOLVING SEVERAL CORPORATE AND CIVIC ORGANIZATION PARTNERS THAT ARE FOCUSED ON THE AREA SURROUNDING THE TARGET FIELD. THE COUNCIL ACTS AS A FISCAL AGENCY FOR TWIN CITIES HOUSING ALLIANCE WHICH IS FOCUSED AND PROMOTED ON HOUSING SOLUTIONS IN THE TWIN CITIES. TOTAL FUNDS HELD FOR THE NULOOP PARTNERS AND TWIN CITIES HOUSING ALLIANCE WERE $139,359 AND $33,804 AT DECEMBER 31, 2022 AND 2021, 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, FOR ALL ENTITIES, TAXES WOULD BE COMPUTED ON NET INCOME EARNED IF ANY, FROM SOURCES UNRELATED TO THE ENTITIES' TAX-EXEMPT PURPOSES. IN 2022 AND 2021, NO PROVISION FOR FEDERAL OR MINNESOTA INCOME TAXES HAS BEEN MADE. X 0 1 X X X 0 0 0 STEVE CRAMER CEO - EX-OFFICIO 240000 0 48000 0 311 0 9612 0 1226 0 299149 0 0 0 KATHRYN REALI COO 166033 0 22500 0 209 0 6650 0 21569 0 216961 0 0 0 LEAH WONG VP OF EXTERNAL RELATIONS 153735 0 17500 0 259 0 6160 0 17874 0 195528 0 0 0 SHANE ZAHN DIRECTOR OF SAFETY INITIATIVE 121724 0 5000 0 180 0 4876 0 22429 0 154209 0 0 0 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. X IN-KIND DONATIONS 7 605500 FMV 0 0 0 PART I, COLUMN (B): NUMBER OF CONTRIBUTORS FORM 990, PART VI, SECTION A, LINE 1A 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 TEN (10) EX-OFFICIO DIRECTORS LISTED BELOW AND UP TO SEVENTY (70) 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, AND (H) THE PRESIDENT OF THE HENNEPIN THEATRE TRUST. 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. 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 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 GREEN MINNEAPOLIS Q 91703 CASH TRANSFERRED VIBRANT & SAFE DOWNTOWN C 391000 CASH TRANSFERRED MINNEAPOLIS DOWNTOWN IMPROVEMENT DISTRICT R 405666 CASH TRANSFERRED MINNEAPOLIS DOWNTOWN IMPROVEMENT DISTRICT Q 2108324 CASH TRANSFERRED