Dutchess Land Conservancy Inc.

“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 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: outlined under the organization's by laws updated and adopted in october 2022. The organization's board delegated authority to the executive committee, by a delegation of transaction approval policy adopted and approved by the board in october 2022. The executive committee has all of the authority of the board, except for: (a) the election or removal of officers, directors, directors emeriti, and the advisory council (including the filling of vacancies); (b) the appointment and/or removal of members of committees of the board (including the filling of vacancies); (c) the fixing of compensation of the directors for serving on the board or any committee thereof; (d) the amendment or repeal of the by-laws or the adoption of new by-laws; (e) the amendment or repeal of any resolution of the board which by its terms shall not be so amendable or repealable; (f) the approval of a merger or plan of dissolution; (g) the authorization of a sale, lease, exchange or other disposition of assets constituting all or substantially all of the assets of the corporation or the purchase of real property that would, upon purchase, constitute all or substantially all of the assets of the corporation ; (h) the approval of amendments to the certificate of incorporation; (i) the approval of conservation easement amendments; (j) the setting of policy; (k) the approval of the corporation's strategic plan and strategic goals; and (l) any other matter that by law may not be delegated to a committee of the board. Pursuant to the organization's delegation of transaction approval policy updated and approved in october 2022, the board has delegated to the executive committee the following powers: (a) the approval of conservation easements when time is of the essence; (b) the approval of the annual budget until the next meeting of the board. And as specifically delegated by the board on a case by case basis the: (c) approval of large expenditures or capital projects; (d) purchase of any real property or the sale, mortgage, lease, exchange or other disposition of any real property; and (e) initiation of major new projects. In addition, so delegated is also authority to: f) act on minor items between regular meetings of the board, and g) 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”

“The organization's auditors prepare the form 990 based on their audit and it is presented to the organization's president, treasurer, and accounting/business director 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 and approved by the board prior to filing with the irs. Once form 990 is filed, it is included on the organization's website via a direct guidestar candid connection as well as in the organization's board manual which the board can review, and on the organization's website by special password. Alternatively, all board members may receive a paper copy upon request.”

“The organization regularly and consistently monitors and enforces compliance with its conflict of interest policy. The organization updated its conflict of interest policy in 2022. Persons covered under the conflict of interest policy: covered persons include any insider of the organization who is a board member, officer, and key person (as defined in the policy), as well as related persons and substantial contributors (as defined in the policy). The level at which determinations of whether a conflict exists are made: any conflict or possible appearance thereof is fully disclosed a) annually in writing; b) orally at board, executive committee and other such organization meetings and recorded in the minutes; or c) at other such times when a conflict may occur. Disclosure is to the chariman of the audit committee (for all employees other than the president) and the organization's president (for employees other than the president), or to both. 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. 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, and in some cases may resign if requested by the board. 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 the following agenda item number one for all board of director and executive committee meetings: 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 potential conflict of interest at this time. Conflicts or potential conflicts are recorded in the organization's meeting minutes. The organization continues its procedure requiring an annual conflict of interest disclosure statement to be filed annually with the organization by all board members and staff.”

“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 and compensation and benefits study; 3) reviews information gathered by committee members, staff and/or specialists; and 4) makes recommendations to the organization's executive committee. The committee meets in october or november 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 990s 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/candid, 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. The organization has 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 the 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 key employees are recused from deliberations and voting on his/her compensation. The respective minutes of these meetings are reviewed and approved by the compensation committee, executive committee, and the board.”

“See disclosure for line 19.”

“The organization makes its financial statements available on its website and its irs form 990 available on its website through a direct guidestar/candid link. It makes these as well as other governing documents and conflict of interest policy available to the public by request.”

“Easement: reese 41.997-acre property; landowner: alexander s. Reese and obercreek development llc; conservation easement corrective amendment: recorded at the office of the dutchess county clerk at document no. 02-2023-2222 on 7/21/2023; original easement: original grantors were alexander s. Reese and obercreek development llc. Easement was recorded in the office of the dutchess county clerk on december 13, 2021 at document no. 02-2021-5647; modifications: (1) pursuant to irs notice 2023-30, section 6.19 is modified to eliminate the authorization of lot line adjustments. (2) pursuant to irs notice 2023-30, a new section 6.20 is added, stating that boundary line adjustments may only be made pursuant to a judicial proceeding to resolve a bona fide dispute regarding a boundary line's location. (3) pursuant to irs notice 2023-30, sections 13.5(a) judicial proceeding and use of proceeds and 13.5(b) determination of proceeds are each deleted, and replaced by new sections 13.5(a) and 13.5(b) compliant with "safe harbor deed language." (4) section 8.9 and section 11.5 are modified, and section 13.5(c) is deleted, in order to eliminate possible conflict with the requirements of irs notice 2023-30. Reasons for amendment: the sole purpose of this corrective amendment is to correct certain sections of the original easement pursuant to the "safe harbor deed language" issued by the internal revenue service in notice 2023-30, which provides for retroactive amendments to a conservation easement to enable it to comply with irs regulations relating to extinguishment and boundary line adjustment clauses. This amendment does not change any other provisions in the original easement. As provided in notice 2023-30, this corrective amendment is effective as of the date of recording of the original easement. Comments: this corrective amendment complies with the conservancy's easement amendment policy, is consistent with the conservation purposes of the original easement, does not increase any rights held by the landowner, does not reduce the amount of land protected by the easement, confers no private benefit on the landowner, and is consistent with the purposes of section 170(h) of the internal revenue code and applicable irs regulations. Easement: leahy 47.803-acre property; landowners: thomas j. Leahy and devon d. Leahy; conservation easement corrective amendment: recorded at the office of the dutchess county clerk at document no. 02-2023-2229 on 7/24/2023; original easement: original grantors were thomas j. Leahy and devon d. Leahy. Easement was recorded in the office of the dutchess county clerk on december 22, 2021 at document no. 02-2021-5799; modifications: (1) pursuant to irs notice 2023-30, section 6.21 is modified to eliminate the authorization of lot line adjustments. (2) pursuant to irs notice 2023-30, a new section 6.22 is added, stating that boundary line adjustments may only be made pursuant to a judicial proceeding to resolve a bona fide dispute regarding a boundary line's location. (3) pursuant to irs notice 2023-30, sections 13.5(a) judicial proceeding and use of proceeds and 13.5(b) determination of proceeds are each deleted, and replaced by new sections 13.5(a) and 13.5(b) compliant with "safe harbor deed language." (4) section 8.9 and section 11.5 are modified, and section 13.5(c) is deleted, in order to eliminate possible conflict with the requirements of irs notice 2023-30. Reasons for amendment: the sole purpose of this corrective amendment is to correct certain sections of the original easement pursuant to the "safe harbor deed language" issued by the internal revenue service in notice 2023-30, which provides for retroactive amendments to a conservation easement to enable it to comply with irs regulations relating to extinguishment and boundary line adjustment clauses. This amendment does not change any other provisions in the original easement. As provided in notice 2023-30, this corrective amendment is effective as of the d”