Eastern National

“The executive committee is composed of the board chair, governance committee chair, finance committee chair, secretary and ceo and a sufficient number of board members appointed by the board chair to provide a quorum of the board. All of the members of the committee are also part of the board of directors. The committee has and may exercise the power and authority of the full board in oversite and direction of the affairs and the business of the association except as otherwise provided in the association bylaws or to the extent of any power or authority of the committee to amend the bylaws or articles of incorporation, or execute a plan of merger or consolidation.”

“The governing documents were updated during the tax year. The following changes are deemed significant: 1. The bylaws removed the section on members entirely. No member currently or previously had any voting rights. 2. The tenure of board members was reduced to four years, was previously six years. 3. The standing nominating committee and audit committee were replaced by the following standing committees: governance committee and finance, audit and investment committee. No change to the standing executive committee. 4. Previously the bylaws permitted board members to be compensated for their board service. In practice no board member is compensated for their board service, as such the bylaws were updated to prohibit compensating board members for anything other than reimbursements of directly incurred expenses.”

“The form 990 is prepared by an independent accounting firm. The chief financial officer reviews the form 990 then provides a complete copy to each voting board member prior to filing with the internal revenue service. For the 2018 tax year, in order to honor a donor request for anonymity, the copy received by the board did not include this donor's name or address.”

“The following procedures will be followed in the administration of the conflict of interest policy: 1. This policy is to be communicated at least annually to each affiliated person. New directors and officers shall be provided a copy of the policy upon commencement of their relationship with the company. 2. A conflict of interest statement should be submitted annually, prior to october 31, to each affiliated person. The company may also require an affiliated person to complete a conflict of interest statement whenever a situation arises that may potentially involve this policy. 3. A disclosure of a conflict of interest or potential conflict requires that the board chair, or in the case of the board chair, the executive committee, review the situation and document a suggested resolution. The affiliated person making the disclosure shall be notified of the resolution in writing. All resolutions shall be determined based on the best interests of the company. 4. An affiliated person who is aware of a potential or perceived conflict of interest involving another affiliated person should report the situation in writing to the board chair; if the situation involves the board chair, to the executive committee. This report should be accompanied by reasonable supporting information or materials. It is a violation of company policy to retaliate against an affiliated person who files such a statement raising a potential or perceived conflict of interest. It is also a violation for an affiliated person knowingly to file a false statement.”

“The ceo level of compensation has been determined based on previous independent salary and wage studies that were commissioned and shared with the board of directors. The ceo compensation is based on board review of performance and is negotiated as part of the ceo's contract. The deliberation and final decision are timely documented as part of the board minutes. The board chair signs the contract with the ceo on behalf of the organization.”

“The governing documents and conflict of interest policy are not made available to the public. The financial statements are made available upon request.”

“Pension related changes other than net periodic cost -85,480. Postretirement medical cost relate credit other than net periodic cost -29,644.”