Scenic Hudson Inc.

“Director alexander reese is the uncle of director francesca olivieri.”

“In june 2014, the board amended the by-laws to conform to the new york non-profit revitalization act ("npra") that went into effect july 1, 2014. The principal changes called for in the npra can be categorized into (1) increases in oversight; (2) reinforcement of good practices; (3) clarification of ambiguities in the law; (4)modernization; and (5) streamlining of procedures. The revisions to the bylaws included: outlining increased oversight responsibilities for the audit committee; prohibiting an employee from serving as board chair; prohibiting an employee who receives compensation from participating in any board or committee deliberation or vote concerning compensation; eliminating the need for a fixed number of board members; allowing for email and electronic video communications; and, changing the rules for votes on real property transactions.”

“The organization's 990 is reviewed by the audit committee and discussed with the full board at the annual meeting before the return is filed. Printed copies of the 990 are distributed to the full board in preparation of the annual meeting. Copies of the 990 are available on the organization's board extra-net and on the organization's website (www.scenichudson.org).”

“Board members and all staff are required to annually review and sign the organization's conflict of interest policy. Board members who may have any real or perceived conflicts of interest abstain from discussion and voting. Conflicts of interest involving staff situations which may arise (real or perceived) are reviewed by the board of directors. Issues involving executives are reviewed by the executive committee or full board and/or legal counsel.”

“Executive compensation is determined by the executive compensation committee in consultation with the board of directors. This committee engages a third party compensation consultant who provides a market analysis with recommendations. The committee also incorporates first hand research data on comparable organizations in scenic hudson's geographic area in their recommendations.”

“Copies of the 990 are available on the organization's board extra-net and on the organization's website www.scenichudson.org. The following corporate governance documents are available to the public on the organization's website (http://www.scenichudson.org/about/financials): * form 1023 * form 990 * audited financial statements * certificate of incorporation * corporate by-laws * whistleblower policy * conflict of interest policy”

“Change in value of split interest agreements 349.”

“The process of overseeing the audit and selection of independent accountant has not been changed from the prior year. The independent auditors are appointed by the board based on the recommendation of the audit committee.”