Dutchess Land Conservancy Inc.

“The organization regularly and consistenly monitors and enforces compliance with its conflict of interest policy. The organization updated its conflict of interest policy in 2014 in conjunction with the new york state non-profit revitalization act. Persons covered under conflict of interest policy: covered persons include any insider of the organization who is any director, officer, advisory committee member or employee, or any trustee of the land or other substantial contributor, party related to the above, volunteer with an involvement in policy or stewardship of easements, anyone with an ability to influence decisions of the organization or a person with access to information not available to the general public. The level at which determinations of whether a conflict exists are made: any conflict or possible appearance thereof is fully disclosed a) to the board (if action thereon is to be taken by the board); b)to a committee of the board (if action thereon is to be taken by such committee), or c) to the audit committee or the president (if no action is to be taken by the board or a committee of the board). The level at which actual conflicts are reviewed: the organization's conflict of interest policy is administered by the organization's board audit committee, which is authorized to receive notifications under this policy and interpret the provisions of the policy. In the case of an employee, after disclosure to the president, the president may choose to submit the question to the audit committee for a decision or to proceed with the decision or action at issue, provided, however, that proceeding does not violate the law, including applicable self-dealing provisions and prohibitions as to private inurement and private benefit. Restrictions imposed on persons with a conflict: in the case of conflicts involving a director or officer, the director or officer having such conflict leaves the room in which discussion is carried on and refrains from voting or otherwise attempting to influence the decision thereon. Violations of the organization's conflict of interest policy may be grounds for dismissal as an employee or severance from the board of directors, advisory committee or as a volunteer. The organization has an agenda item number one for all board of director and executive committee meetings the following: "1) conflicts of interest - opportunity for board members to discuss potential conflicts of interest regarding items on the agenda." this serves as a reminder to board members (or staff) to disclose any conflict of interest at this time. Conflicts or potential conflicts are recorded in the organization's meeting minutes. In 2014, the organization continued its procedure requiring an annual conflict of interest disclosure statement to be filed annually with the organization by all board members and staff.”

“REVIEW BY A COMPENSATION COMMITTEE: THE ORGANIZATION'S BOARD COMPENSATION COMMITTEE CONSISTS OF FOUR MEMBERS OF THE BOARD THAT 1) REVIEWS THE ORGANIZATION'S STAFF COMPENSATION PACKAGES, 2) ENSURES THE ORGANIZATION'S COMPENSATION PACKAGES ARE IN LINE WITH CURRENT MARKET BY RESEARCHING COMPARABLE COMPENSATION PACKAGES THROUGH A COMPETITIVE ANALYSIS & COMPENSATION & BENEFITS STUDY, 3) REVIEWS INFORMATION GATHERED BY COMMITTEE MEMBERS, STAFF AND/OR OUTSIDE SPECIALISTS, AND 4) MAKES RECOMMENDATIONS TO THE ORGANIZATION'S EXECUTIVE COMMITTEE. THE COMMITTEE MEETS IN NOVEMBER OR DECEMBER OF EACH YEAR TO DETERMINE STAFF COMPENSATION FOR THE FOLLOWING FISCAL YEAR. USE OF COMPARABLE COMPENSATION DATA FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS: THE COMPENSATION COMMITTEE REVIEWS SALARY INFORMATION BY THE LAND TRUST ALLIANCE, STAFF BENEFIT SURVEYS OF SIMILAR CONSERVATION ORGANIZATIONS IN NEW YORK; COMPARABLE SALARY DATA FROM AVAILABLE FORM 990'S AND OTHER INFORMATION FOR SIMILAR ORGANIZATIONS AND COMPARABLE POSITIONS AND TAKES INTO CONSIDERATION INFORMATION FROM THE U.S. BUREAU OF LABOR STATISTICS, New York COUNCIL OF NON PROFITS, GUIDESTAR, CHARITY NAVIGATOR, AND OTHER APPLICABLE INDEPENDENT SOURCES. THEY REVIEW ALL INFORMATION AND MAKE A RECOMMENDATION TO THE EXECUTIVE COMMITTEE, WHICH MAKES THE FINAL DECISION ON STAFF COMPENSATION PACKAGES. THE FULL BOARD OF DIRECTORS APPROVES THE PRESIDENT AND ALL KEY EMPLOYEE COMPENSATION AT A MEETING OF THE BOARD, AND APPROVES ALL OTHER STAFF COMPENSATION AS PART OF THE BUDGET APPROVAL. IN 2014 THE ORGANIZATION'S BOARD UPDATED AND RE-APPROVED A POLICY FOR BOARD APPROVAL OF COMPENSATION, WHICH SPELLS OUT THE ANNUAL PROCESS FOR DETERMINING COMPENSATION AND THE PROCESS FOR BOARD APPROVAL OF COMPENSATION FOR THE PRESIDENT AND ALL KEY EMPLOYEES ENSURING ADHERENCE TO ITS POLICY ON CONFLICTS OF INTEREST DURING ALL DELIBERATIONS AND DECISIONS. CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING WITH RESPECT TO DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION ARRANGEMENT: THE COMPENSATION COMMITTEE, EXECUTIVE COMMITTEE, AND BOARD DELIBERATIONS ARE HELD IN EXECUTIVE SESSION. THE PRESIDENT PARTICIPATES IN DISCUSSION OF ALL STAFF EXCEPT HERSELF AT WHICH TIME SHE LEAVES THE ROOM. THE PRESIDENT IS IN CHARGE OF KEEPING THE RECORDS OF STAFF COMPENSATION AND DECISIONS BY THE COMPENSATION COMMITTEE, EXECUTIVE COMMITTEE AND BOARD. THE CHAIRMAN OF THE COMPENSATION COMMITTEE IS IN CHARGE OF KEEPING THE RECORDS OF THE PRESIDENT'S AND KEY EMPLOYEE'S COMPENSATION AND DECISIONS BY THE COMPENSATION COMMITTEE, EXECUTIVE COMMITTEE AND BOARD MEETINGS DURING EXECUTIVE SESSIONS WHEN THE PRESIDENT AND ANY KEY EMPLOYEE ARE RECUSED FROM DELIBERATIONS AND VOTING ON HIS/HER COMPENSATION. THE RESPECTIVE MINUTES OF THESE MEETINGS ARE REVIEWED AND APPROVED BY THE COMPENSATION COMMITTEE, THE EXECUTIVE COMMITTEE AND THE BOARD.”

“The organization's auditors prepare the form 990 based on their audit and it is presented to the organization's president, treasurer, and financial manager in draft form for review, who then ensure that the audit committee has the opportunity to review it. Following their comments and any appropriate revisions agreed to and made by the auditors it is made available to all board members to review prior to filing with the irs. The board treasurer signs form 990 prior to filing. Once form 990 is filed, it is included on the organization's website via a direct guidestar connection as well as in the organization's board manual which the board can review on the organization's website by special password. Alternatively all board members may receive a paper copy upon request.”

“The Organization makes its Financial Statements available on its website and its IRS Form 990 available on its website through a direct GuideStar link. It makes these as well as other governing documents and Conflict of Interest Policy available to the public by request.”

“The Organization and a local non-profit organization, the Cary Institute of Ecosystem Studies (CIES), have overlapping Organization Board Members (OBM), Board member family members, and staff: Timothy Bontecou (Organization Board Chair until October 2014), Steven Benardete, (CEIS Board Vice Chairman), as well as Jack Banning's (OBM) wife Irene Banning (CEIS Board Chairman), and Fred Whitridge's (OBM) wife Serena Whitridge, all serve on the Board of CIES. OBM's Kathleen Weathers and Olivia Van Melle Kamp, are employees of the CIES. The organization and a local private school, Dutchess Day School (DDS), had an overlapping OBM, family member, and staff: Leslie Farhangi's (OBM) husband John Tuke is THE TREASURER OF THE DDS Board and Nancy Hathaway (OBM) is the Head of School for Dutchess Day School. FOUR OBM's have business relationships: Oakleigh Thorne and Timothy Mayhew are both clients of Gil Schafer (for G. P. Schafer Architect, PLLC). GIL SCHAFER SPECIFIES FRED WHITRIDE'S SLATE FOR THEIR PROJECTS FROM TIME TO TIME. Two OBM's have a family relationship: Jack Banning is Oakleigh Thorne's cousin-in-law.”

“Composition of the Executive Committee: The Executive Committee is composed of eleven members of the Organization's Board of Directors (can be anywhere from 4 to 12 members and members must be Board members per the Organization's By Laws). This committee meets monthly and oversees the day to day operations of the Organization and manages Board issues between Board meetings as appropriate. Not less than four members constitute a quorum. Scope of Executive Committee Authority: Under the Organization's updated By Laws adopted in APRIL 2014 AND EFFECTIVE AS OF JULY 1, 2014, the Organization's Board delegated authority to the Executive Committee by resolution adopted by the Board in July 2008, as amended by resolution and Delegation of Transaction Approval Policy adopted by the Board in OCTOBER 2013. The Executive Committee has all of the authority of the Board, except authority as to: (a) the filling of vacancies in the Board or in any committee thereof; (b) the fixing of compensation of the Directors for serving on the Board or any committee thereof; (c) the amendment or repeal of the By-Laws or the adoption of new By-Laws; or (d) the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable. This authority is limited so that, with respect to any land or easement transaction, the Executive Committee is only authorized to: a) review and approve conservation easements between regular meetings of the Board; b) act on land deals as delegated to it by the Board of Directors; c) act on minor items between regular meetings of the Board; and d) meet in situations where the Executive Committee concludes that it is necessary or desirable to take prompt action where it is impossible or impractical to call a special meeting of the Board, and take whatever action it deems necessary. All major items, items that are controversial in nature, and all conservation easement amendments are decided by the full Board. Information pertaining to conservation easements and all other items to be considered by the Executive Committee are sent to the full Board prior to each Executive Committee meeting. Specific notice is given to the full Board whenever possible when the Executive Committee is considering making a final decision on behalf of the full Board. Executive Committee minutes reflecting its discussion and decisions are circulated to all board members prior to the following full Board meeting. A report of any actions specifically taken by the Executive Committee on behalf of the Board are given at each full meeting of the Board. All decisions made by the Executive Committee on behalf of the Board are presented to the full Board for ratification at the next subsequent meeting. In cases where time is of the essence and items up for a decision by the Executive Committee are controversial, a special meeting of the Board is called to deliberate such issues. The Organization's Conflict of Interest Policy applies in all cases pertaining to the Organization's Delegation of Transaction Approval Policy. The Board reviews and assesses the Delegation of Transaction Approval Policy and its implementation EVERY TWO YEARS and makes modifications as voted upon by the full Board.”

“The organization reviewed and made changes to its bylaws to comply with the new york state non-profit revitalization act of 2013.”