Greater Cincinnati Energy Alliance

“The board of directors may from time to time, by resolution passed by a majority of the whole board, create an executive committee consisting of at least five directors, the members of which shall include the officers of the board of directors. Except as otherwise provided herein and in the resolution creating an executive committee, such committee shall, during the intervals between the meetings of the board of directors, possess and may exercise all of the powers of the board of directors in the management of the business and affairs of the corporation. The executive committee shall keep full records and accounts of its proceedings and transactions. All actions by the executive committee shall be reported to the board of directors at its meeting next succeeding such action. Vacancies in the appointed members of the executive committee shall be filled by the chairman of the board of directors.”

“The ceo, andy holzhauser, and board trustee, jeff martin, have a business relationship that pre-dates the incorporation of the energy alliance and is not impacted by energy alliance operations.”

“The ceo will review and approve the form 990.”

“The conflict of interest policy is signed annually. Board members are given the opportunity to disclose potential conflicts at regular meetings. Disclosure in the organization should be made to the executive director (or if she or he is the one with the conflict, then to the board chair), who shall bring the matter to the attention of the executive committee. Disclosure involving directors should be made to the board chair, (or if she or he is the one with the conflict, then to the board vice-chair) who shall bring these matters to the executive committee. The executive committee shall determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to gcea. The decision of the executive committee on these matters will rest in their sole discretion, and their concern must be the welfare of gcea and the advancement of its purpose. Persons with potential conflicts are not permitted to vote on matters concerning the issue involving the conflict or suspected conflict.”

“The ceo's compensation is determined and approved by the board. The board uses compensation reports to determine the executive director's salary. Staff compensation is determined by the ceo.”

“The governing documents and financial statements will be made available upon request.”

“Other: program service expenses 55,380. Management and general expenses 71,565. Fundraising expenses 0. Total expenses 126,945. Program contractor expense: program service expenses 107,560. Management and general expenses 0. Fundraising expenses 0. Total expenses 107,560.”

“The process has not changed.”