Pennsylvania Association for Sustainable Agriculture

“Effective january 11, 2020, the organization made the following changes to their by-laws: 1. Added a requirement that farmers be in the majority on the pasa board and focuses member-elected positions on farmers. 2. Allow for board-elected positions, based on meeting functional board needs, especially during the growing season when farmer members may have less availability. 3. Changed at-large positions to be project termed and non-voting. 4. Removed language that had made the board secretary and board treasurer be supervised by the executive director. 5. Updated and clarified the executive director's role with the board.”

“The organization has six levels of membership. Each individual member, as defined variously by these categories, is entitled to one vote in matters properly brought before the membership at the annual meeting and in elections for the board of directors.”

“An annual meeting of the membership is held during the farming for the future conference or at another suitable time and place as determined by the board of directors. During this meeting, the members hear from candidates for the board of directors and the election process begins.”

“The first draft of the form 990 is reviewed by the executive director. The final draft of the form 990 is distributed and reviewed by the board of directors. After approval, the final form 990 is filed with the internal revenue service.”

“Each director and officer shall annually complete and file with the secretary of the board a "board member conflict of interest questionnaire" which is designed to disclose potential conflicts. The executive committee will report disclosures of financial or familial interest and all material facts to the board, and if a board discussion is necessary, the interested person shall leave the meeting while the board makes a determination of a conflict of interest and votes upon the matter. If appropriate, alternatives to the proposed transaction or arrangement would be investigated by the executive committee. If a more advantageous transaction is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the executive committee shall determine by a majority vote of the disinterested directors whether the transaction is in pasas best interest, whether the transaction is fair and reasonable to pasa, and whether to enter into the transaction with such determination.”

“When evaluating the terms of a proposed employment contract, the annual compensation is reviewed by the treasurer, who uses salary surveys and market comparisons for comparable positions to identify reasonable compensation and benefit levels. The final terms are approved by the board of directors prior to executing the contract. This process was completed in june 2017 for the executive director (top management official). The organization does not compensate any officers and no other employees meet the irs definition of a key employee.”

“Governing documents, conflict of interest policy and financial statements are available upon request”

“Misc consulting/services 130,697 16,224 56,688 it consulting 10,454 1,298 4,534 total 141,151 17,522 61,222”

“Bad debt -40,873 there are no changes in the review process from the prior year.”