Atlantic Salmon Federation (Us) Inc

“Christopher Clarke and Tracey Clarke, both of whom served as Directors during the fiscal year, have a family relationship. Lloyd Gerry and Marshall Field, Sr., both of whom served as Directors during the fiscal year, also have a family relationship. Mark Colman and Bridget Colman, both of whom served as Directors during the fiscal year, have a family relationship. Richard Warren and Anne Warren, both of whom served as Directors during the fiscal year, also have a family relationship. Ann Calder and Don Calder, both of whom served as Directors during the fiscal year, also have a family relationship.”

“The Organization has two classes of members: Supporting Members and Governing Members. Supporting Members of the Corporation shall be any natural person who has an interest in the goals and activities of the Corporation and has evidenced such interest by paying the annual assessment or by making another contribution to the Corporation in its then current or previous fiscal year or is a member of a National Affiliate or an organization belonging to a Regional Council. Supporting Members shall be entitled to participate in all of the Corporation's activities and to attend all meetings of Governing Members, but shall not be entitled to vote thereat. The Governing Members of the Corporation shall be those persons who are directors at the date the Corporation's by-laws are enacted, for so long as they remain directors and until the end of the meeting at which their replacements are elected or appointed. Thereafter, any person elected or appointed to the Board of Directors shall automatically become a Governing Member upon their election or appointment and shall remain a Governing Member until the earlier of the time that he or she resigns, dies, is removed, ceases to be qualified as a Director, or until the end of the meeting at which his or her replacement is elected. Governing Members shall be entitled not only to participate in all of the Corporation's activities, receive notices of meetings of the Governing Members and attend such meetings, but also to vote thereat.”

“The Governing Members may elect one or more members of the Board of Directors.”

“A copy of the Form 990 is distributed to each member of the Organization's Board of Directors before it is filed. The Form 990 is prepared by the Organization's paid preparer, Baker Newman Noyes, and distributed to all members of the Organization's governing body (Board of Directors) before filing.”

“Every director shall avoid placing himself/herself in any situation where his/her personal interest or his/her position as an officer, director, or trustee in an enterprise or association would be in conflict with his/her obligations as a director of the Corporation. A director shall declare to the Corporation, forthwith, any interest or position he/she has in an enterprise or association that may place him/her in a situation of conflict of interest and of any right he/she may set up against it, indicating their nature and value, where applicable. The declaration of an interest or position shall be recorded in the minutes of the meetings of the Board of Directors or in a signed resolution in lieu of such meeting. A general notice that a director holds an interest or a position in a given enterprise or association, together with a description of the nature and value of such interest or position, shall constitute a sufficient declaration of an interest or a position pursuant to this by-law; after the director has given such a general notice, he/she shall not be required to give a special notice with respect to a specific transaction with such enterprise or association.”

“The Board of Directors relies on its Executive Committee to provide assistance to the Board in the discharge of its fiduciary responsibilities relating to the fair and competitive compensation of the senior management and staff of the Organization in connection with compensation, benefits, and non-compensation incentives. The Executive Committee: a) reviews the staff compensation philosophy and guidelines that support the Corporation's overall goals and objectives, and recommends amendments, if any, to the Board; b) receives periodic reports from the President or other ASF officers on the various components of the compensation and benefits package covering the staff of the Atlantic Salmon Federation, so that the Committee, on behalf of the Board, may satisfy itself that the Atlantic Salmon Federation's compensation package, taken as a whole, is fair and competitive, and contributes positively to the Atlantic Salmon Federation's ability to attract and retain a first class staff; c) may direct that a third party survey of compensation and benefits at comparable organizations and/or of comparable jobs is undertaken from time to time and shall have the power to engage independent advisors or consultants to assist the Committee in the discharge of its duties; d) provides recommendations to the Board regarding management succession; e) reviews and approves corporate goals and objectives relevant to the President's compensation, evaluates the President's performance in light of those goals and objectives, and has the authority to determine the President's compensation level based on this evaluation. The Executive Committee does not get involved in the remuneration or performance assessments of individual staff members other than the President and senior management. The Committee consults at least annually with the President and reviews recommendations from him with respect to compensation for members of the Corporation's senior management.”

“The Organization's governing documents, conflict of interest policy and financial statements are available to the public upon request. Financial statements are also published in the Organization's annual report, available on the Organization's website.”

“The program of conservation activities in the United States, complete with budgets that cover all costs to be incurred, including staffing and other direct and indirect components, is developed and approved for implementation by the Board of Directors of the Atlantic Salmon Federation (U.S.) Inc. ("ASF (US)"). ASF (US) receives requests for funding from Atlantic Salmon Federation (Canada) ("ASF (CA)"), a separate but affiliated Canadian charity with a separate board of directors, and not related for tax purposes, to support certain conservation programs and activities implemented by ASF (CA). ASF (US) has entered into a lease agreement with ASF (Canada) for use of all real estate, improvements and equipment which ASF (US) owns in Canada. Under this lease agreement, ASF (Canada) pays all costs related to occupancy of the real estate and operation of the equipment; and pays ASF (US) an annual rental fee of $1. ASF (US) has entered into agreements with ASF (Canada), pursuant to which, the President of ASF (Canada) will provide services as President of ASF (US); and, the employees of ASF (Canada)'s Fundraising and Administration departments will provide fundraising and administration services to ASF (US). Under the terms of these agreements ASF (US) will pay ASF (Canada) amounts as determined during the annual budget process. During the fiscal Year ended September 30, 2024, ASF (US) contributed a total of $2,615,000 (2023- $2,175,900) to ASF (Canada) relative to certain conservation programs and other activities, including agreements, as described in the paragraph immediately above. These related party transactions are recorded at the exchange amount as agreed upon by the two parties.”

“The audit process has not changed from the prior year.”