Amc Maine Woods Inc

“AMC Maine Woods Inc. has one member, Appalachian Mountain Club.”

“The member elects the Board of Directors annually.”

“Decisions of the Board subject to approval by the member include election of individuals to the Board of Directors.”

“The 990 and its supporting schedules was prepared by the public accounting firm, Tonneson + Company (Tonneson), responsible for auditing the Appalachian Mountain Clubs' (AMC) financial statements. Tonneson's work was based on information provided to them during the course of the audit by AMC's Finance Department staff, plus additional work requested specific to the 990. The secretary/treasurer and an independent director of AMC Maine Woods Inc. (MWInc) performed a detailed review of the completed 990. Subsequent to this review, each member of MWInc's Board of Directors received a copy of the 990 prior to filing the form with the IRS.”

“As a related organization of the Appalachian Mountain Club (AMC), AMC Maine Woods Inc (MWInc) follows AMC's Bylaws. Pursuant to those Bylaws, each Board of Director is responsible for disclosing any possible conflict of interest at the earliest practicable time. Additionally, each board member receives a "Conflict of Interest Disclosure Statement and is requested to disclose any potential conflicts of interest.”

“The AMC's Board of Directors has appointed a Compensation Committee comprised of three board members who are not employees of AMC, or related to any employee of AMC. The Compensation Committee meets annually and is responsible for reviewing and making recommendations to the Board on the compensation of AMC officers, key employees and specific highly compensated employees, some of whom are also members of the MWInc Board of Directors. As part of its review, the Compensation Committee evaluates various criteria including, but not limited to, the organization's goals and objectives, the performance of the staff, and comparative third-party compensation data.”

“MWInc makes its governing documents, conflict of interest policy, financial statements and Form 990 available to the public upon request. Also, the Form 990 is available through Guidestar. In addition, AMC's audited financial statements and Form 990 are available on AMC's website, www.outdoors.org.”

“Transfer of AMC Maine Woods, Inc. Net Deficit to Appalachian Mountain Club 13,154,310.”

“Description of MWInc's Mission and Activities: AMC Maine Woods, Inc. (MWInc) was formed by the Appalachian Mountain Club (AMC) in 2004 for the purposes of accomplishing its Maine Woods Initiative (MWI). The Initiative is AMC's strategy for the protection, enjoyment, and understanding of the mountains, forests, waters, and trails of Maine's 100-Mile Wilderness region. The Initiative is an innovative strategy for land conservation that combines outdoor recreation, resource protection, sustainable forestry and community partnerships. The Initiative seeks to address the ecological and economic needs of the Maine Woods region by: i. permanently protecting 100,000 acres, including a 25,000 acre ecological reserve,while preserving public access for recreation; ii. creating new outdoor recreation opportunities and promote nature-based tourism through our Maine Wilderness Lodges and growing trails network; iii. getting every student in Piscataquis County outdoors through our Moosehead Schools Project; and iv. using sustainable forestry methods on our property, hiring local logging crews and supplying local mills.”

“Appalachian Mountain Club (AMC), AMC Maine Woods II, LLC, AMC Maine Woods Funding, LLC, and AMC Maine Woods Initiative, LLC, and Part V, Transactions with AMC, AMC Maine Woods II, LLC, AMC Maine Woods Funding, LLC, and AMC Maine Woods Initiative, LLC (MW Initiative): The AMC promotes the protection, enjoyment and understanding of the mountains, forests, waters, and trails of the Appalachian region. We believe these resources have intrinsic worth and also provide recreational opportunities, spiritual renewal, and ecological and economic health for the region. Because successful conservation depends on active engagement with the outdoors, we encourage people to experience, learn about, appreciate, and understand the natural world. MWInc, AMC Maine Woods Funding, LLC and AMC Maine Woods II, LLC (MWII) are related organizations created and controlled by the AMC to secure long-term financing to carry out the AMC's Maine Woods Initiative program. The Maine Woods Initiative is the AMC's strategy for land conservation in the 100-Mile Wilderness region in Maine - addressing regional ecological and economic needs through outdoor recreation, resource protection, sustainable forestry and community partnerships. MWII is a disregarded entity, as defined by the IRS, which is owned by AMC and consolidated in AMC's 990. MWInc owns and operates Little Lyford Pond and manages 37,000 acres of working forest. During 2009, MWInc purchased 29,500 acres of adjacent land in Piscataquis County, ME, commonly known as the Roach Pond parcel and subsequently sold this property to MWII. MWInc also sold the land, buildings and equipment of the Medawisla and Gorman-Chairback Wilderness camps to MWII. The total value of this sale was $13,107,208. Combined, MWInc and MWII owns and manages three sporting camps, 66,500 acres of conservation land, and a growing trail network that provides a wide range of outdoor recreation opportunities to the public. In August 2015, AMC Maine Woods Initiative, LLC, a wholly owned subsidiary of the Appalachian Mountain Club and a disregarded entity for tax purposes, was formed for the purpose of facilitating a $12.6 million financing structured under the New Markets Tax Credit ("NMTC") program of the U.S. Treasury Department. In conjunction with the NMTC financings, which occurred in September and October 2015, the assets of AMC Maine Woods, Inc. and AMC Maine Woods II, LLC, were transferred to AMC Maine Woods Initiative, LLC, and these entities were dissolved in December 2015. A note receivable was created as part of the financing structured under the New Markets Tax Credit ("NMTC") program of the U.S. Treasury Department and will be paid concurrent with the settlement of the corresponding loans payable mentioned below. In connection with these notes, AMC and an outside organization made contributions to AMC Maine Woods Funding, LLC, treated as a partnership under tax law, resulting in a 5% minority ownership by the outside organization. The above referenced loans payable are also part of a financing structure under the NMTC program of the U.S. Treasury Department. Loan proceeds are to be used for specified project expenses in Piscataquis County, Maine by the AMC's wholly owned subsidiary AMC Maine Woods Initiative, LLC. The loans are secured by certain assets. The loan and related agreements specify debt forgiveness provisions at maturity, and require the AMC to comply with certain covenants. In conjunction with the Loans Payable, single purpose lending entities were established by the lenders whose sole activities are the loans to the AMC Maine Woods Initiative, LLC. The AMC has entered into a put and call agreement with the lenders whereby the AMC may acquire the lending entities from the bank in 2022 or thereafter. It is expected that the AMC will acquire the entities in 2022 and will repay all amounts outstanding, less debt forgiveness amounts, at that time.”