Keea Energy Education Fund

“KEEF has two classes of Members: Class A Members and Class B Members. The initial Class A Member shall be Keystone Energy Efficiency Alliance. The Board shall have the right, in its sole discretion, to admit additional Class A Members from time-to-time. Class B Members shall be individuals with an interest in promoting the goals of energy efficiency] who are admitted as Class B Members by the Board in its sole discretion.”

“The Board of Directors consists of 12 members from Keystone Enery Efficiency Alliance (KEEA). The 13th member is to be distinct from KEEA.”

“The Form 990 is distributed to the Board of Directors prior to filing.”

“Duty to Disclose. In connection with any actual or possible conflicts of interest, an Interested Person must disclose the existence and nature of his or her financial interest to the Directors and members of any committees with Board delegated powers considering the proposed transaction or arrangement. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the Interested Person, he or she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists. Procedures for Addressing the Conflict of Interest. (i) The Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (ii) After exercising due diligence, the Board or committee shall determine whether the Corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. (iii) If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Corporation's best interest and for its own benefit and whether the transaction is fair and reasonable to the Corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. (iv) An Interested Person may make a presentation at the Board or committee meeting, but after such a presentation, he/she shall leave the meeting during the discussion of, and vote on, the transaction or arrangement that results in the conflict of interest.”

“The Board of Directors determines the compensation of the Executive Director by reviewing comparable data.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”