Western Pennsylvania Conservancy

“Those persons, or organizations consisting of persons grouped together, whose aims and actions are compatible with the purposes of this corporation and who meet such requirements for regular membership or affiliations as may from time to time be established by the board of directors, shall be eligible for membership or affiliation to the corporation. Classes of membership - the board of directors may create classes of membership or change classes of membership at its sole discretion. Honorary membership - individuals who have rendered eminent service in the areas of endeavor enumerated in the purpose clause of the corporation's articles of incorporation, or who have rendered eminent service to the corporation, may be nominated by the board of directors for election to honorary membership by vote of the membership at an annual meeting of members. Honorary members shall be members of the corporation for life. Life membership - individuals who are life members of the corporation on the date of the annual meeting of members in 1970 shall continue thereafter for their respective lives as life members of the corporation. Power to vote and hold office - individual regular members and life members shall have power to vote and hold office. Organizations and honorary members shall have no vote and shall not be eligible to hold office. Resignation - any member may resign his membership in the corporation by notifying the board of directors of his desire to resign. Suspension or expulsion - any member may be suspended or expelled by a majority vote of the members of the board of directors.”

“The members elect board members. The board elects officers.”

“Initial reviews of form 990 were performed by upper management and applicable staff. Final reviews are performed by the entire board. Changes needed pursuant to reviews are incorporated before final issuance.”

“Each director, principal officer, member of a committee with governing board delegated powers and senior executive team members shall annually receive a copy of the conflict of interest policy and sign a statement which affirms such person: a. Has received a copy of the conflicts of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy, and d. Understands that the organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. An individual's failure to submit a signed annual statement will result in the appropriate disciplinary and corrective action which may include removal from the governing board or any committee or termination of employment. The president/ceo and cfo shall maintain a list of all board of directors, officers and senior staff to whom this policy statement applies. The president shall distribute annually a copy of this policy to those individuals to whom it applies. To ensure the organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining. B. Whether partnerships, joint ventures, and arrangements with management organizations conform to the organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction. When conducting the periodic reviews as provided for in article vii, the organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action which may include, removal from the governing board and termination of services.”

“Wpc utilizes an independent compensation consulting firm to review its wage and salary program, generally every two years. Executive compensation is reviewed more frequently. Multiple external salary sources are used for market comparisons for benchmarked positions. In reviewing compensation, 12 peer groups are utilized for comparison purposes. Additionally, a number of salary surveys are also utilized: 1. Guidestar annual nonprofit compensation report 2. Economic research institute's salary assessor (for-profit and nonprofit) 3. Prm's management compensation report for not-for-profit organizations 4. Willis towers watson's surveys: top management (for-profit and nonprofit) compensation in order to maintain a competitive and equitable salary structure, western pennsylvania conservancy undertakes an independent market review of salaries for all staff bi-annually. The board of directors authorized the personnel committee of the board to review and approve all executive salary changes under irs intermediate sanctions rules for disqualified persons. In addition to the president/ceo, the personnel committee sets compensation for the vice president of finance/chief financial officer; vice president, fallingwater; vice president, land conservation; vice president, institutional advancement; vice president, watershed conservation; vice president, government and community relations. The personnel committee of the board of directors reviews and approves all executive salary changes under irs intermediate sanction rules for disqualified persons. Wpc includes in the executive compensation review any employee operating with an officer title (approved by the board of directors). Executives, including the president/ceo, receive the same benefit package as all other benefit-eligible staff. Two executives receive company-provided vehicles. The conservancy has no other special executive benefit packages or incentive programs.”

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

“Changes in charitable gift annuities -51,665.”