Fsg Inc.

“Updating board size and terms of board service - codify a min/max board size of 7-13 members, which we will build toward and expand over time - retain 3-year terms for board members, but institute term limits (2 consecutive terms), with staggering and with ability to return to board after 1-year absence - clarifying officer and committee responsibilities - fsg board will require an elected president (will act as chair), treasurer, and clerk with specific roles and responsibilities - officer terms of 2 years, with annual elections in first half of each fiscal year - recommended standing committees will be specified and duties defined (audit, governance, and finance), with the ability for the board to form and dissolve other committees as needed - board commitment to principles of diversity, equity and inclusion (dei) codified in the bylaws to ensure this is a grounding principle - smaller proposed changes throughout bylaws intended to align role of president with board chair, clarify language around compensation/ conflict of interest and ceo role as a nonvoting board member, allow for virtual meetings and minutes record keeping, and clarify language in specific areas”

“A detailed review of the 990 is performed by top management of the organization before filing. The 990 was provided to the audit and finance committee of the board before filing. The 990 is provided to the board at a subsequent board meeting following its filing.”

“The board of directors are required to review and sign the written conflict of interest policy on an annual basis. This form requires each person to identify any relationships that may potentially be conflicts of interest under the policy. The organization then investigates the potential conflict and takes any appropriate actions.”

“The ceo's salary was determined by the board of governance. In making its decisions on compensation levels, the board relied on comparative compensation information gathered in 2021 from similar organizations. The ceo was not involved in setting compensation levels. Compensation of officers and key employees was determined by the organization's top management officials using comparative salary data from various resources including salary.com/companalyst and an independent compensation study. In no case did an individual with an interest in a specific compensation amount participate in the compensation approval process.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request. Requests are to be made directly to the individual listed in part vi, section c, line 20. Form 990 and financial statements are also available on third party websites such as guidestar and the massachusetts attorney general division of public charities.”

“Contracted services: program service expenses 5,181,468. Management and general expenses 130,464. Fundraising expenses 40,153. Total expenses 5,352,085.”

“Impairment loss -1,009,970.”

“This process has not changed from the prior year.”