Pennon Organization

“By-laws were amended and approved by the board of directors. Changes are the following: 1. Types of members have changed - removed the subscribing members, the board of directors are the only members. 2. Board of directors was reduced from not fewer than sixteen(16) to not fewer then ten(10). 3. A quorum was a majority of the board of directors - this has been changed to forty percent (40%) shall constitute a quorum for the transaction of business. 4. Added that no proxy voting shall be permitted at any meetings of directors.”

“The form 990 will be reviewed by the audit committee and the full board of directors.”

“The conflict of interest policy covers all employees and the board of directors. Annually, a questionaire is sent out to all officers, key employees, and directors which asks them to disclose any relationships, business or personal, that had a potential to raise a conflict of interest. Conflicts are reviewed at the executive level where they determine if those conflicts are actual conflicts. If conflicts are found, safeguards are established to protect all parties.”

“In determining the compensation of the organization's president/ceo, human resources conducted a survey of comparable market data that was reviewed by the executive committee of the board. The salary and bonus for the president was recommended by the executive committee, and approved by the board of directors, and an employment contract stating the salary and bonus was submitted by the chairman to human resources. The deliberation and decision process was contemporaneously documented. The process for determining compensation of the remaining officers is as follows: base salaries are adjusted based on comparable market data which is reviewed by the president. The president prepares a written employee evaluation to determine if the goals have been met and indicates on the evaluation the bonus that should be received. The evaluations are forwarded to human resources.”

“The governing documents, conflict of interest policy and the audited financial statements are posted on witf.org.”

“The organization did not have any instances where backup withholding was required; however, if the situation would arise, the organization is aware of the reporting requirements and would handle that accordingly.”

“Change in net assets of community foundation -6,239. Change in fair value of interest rate swap -27,404. Change in charitable gift annuity obligation -7,004. Loss on items of component of net periodic pension cost -835,596. Book/tax difference on sale of investments -220,175.”

“The audit committee is responsible for the oversight of the audit and the selection of the independent accountant. The process has not changed since the prior year.”

“The citizens bank hedges are as follows: $9,165,000 9/28/2005 - 10/1/2020 fixed @ 3.4%; $6,110,000 4/1/2008 - 10/1/2020 fixed @ 2.98% and $254,211 11/5/2013 to 11/5/2018 fixed @ 1.33%.”