Whiterock Conservancy

“Elizabeth garst jennifer & rachel garst b director b director sister, business partner rachel garst elizabeth & jennifer garst b director b director sister, business partner jennifer garst elizabeth & rachel garst b director b director sister, business partner”

“The organization adopted amendment to their articles of incorporation relating to the distribution of assets upon dissolution. Significant changes per the amendment are as follows: the amendment specifies that upon dissolution of the organization, the distribution or conveyance of all assets and land of the organization must be approved by a vote of at least a 75% majority of the board of directors. The entities that receive any assets or land from the organization must be organized in such a manner as to protect the conservation and public recreation purposes of the land distributed or conveyed, in perpetuity, to the greatest extent possible. The board of directors are to give consideration first to private organizations that meet these conditions prior to considering governmental entities. If there is no nonprofit organization suitable to receive the property, the board may instead distribute or convey property to a governmental organization dedicated to conservation and public recreation. However, distribution to a governmental entity or entities may be made only if (as a prerequisite to such gift or distribution), the recipient governmental entity contractually binds itself to hold such assets for conservation and public recreation purposes in perpetuity and waives its right to sell such assets to raise revenue and agrees in a binding manner that if any such land is ever sold the proceeds of the sale will be distributed one-third each to the leopold center; the iowa natural heritage foundation; and the city of coon rapids. All such gifts are to be restricted gifts used by such recipient organization exclusively for conservation and public recreation purposes. The bylaws of the organization were amended to revise the duties of the president/chair of the organization. In addition, a new section to the bylaws was added relating to the executive director of the organization. Significant parts of the new section are: the section specifies that the executive director is responsible for managing the day-to-day affairs of the organization and is to administer the programs and policies of the board of directors. The executive director does not have the authority to act for or on behalf of the organization without the express authorization of the board of directors. Subject to budgetary restraints approved by the board of directors, the executive director may appoint and employ any professional and support staff or agents necessary to serve the organization. The bylaws of the organization were amended in relation to a quorum and manner of acting. Significant changes are that the board of directors can approve of actions by email as long as every board member casts a vote and the approval is unanimous. If an action receives any dissenting votes or abstentions, the action does not pass. In addition, notice of special meetings of the board of directors can be emailed by their usual email address and any director can waive notice of such meeting by email.”

“Each class a director serves for a term of three years. The terms of the class a directors are staggered so that the terms of two class a directors expire each year. When there is a vacancy for a class a director, the existing class a directors designate a successor class a director, subject to the right of the "supported organizations" to veto any designee. In addition, the "supported organizations" have the right to remove any class a director. Each class b director serves for a term of three years. The terms of the class b directors are staggered so that the term of one class b director expires each year. When there is a vacancy for a class b director, the existing class b directors designate a successor class b director, subject to the right of the "garst family advising committee" (as defined in the bylaws of wrc) to veto any designee. In addition, the "garst family advising committee" has the right to remove any class b director.”

“As noted in the response to part vi, line 7a, the "supported organizations" of wrc have the right to veto any successor class a designee. In addition, the "supported organizations" have the right to remove any class a director from the board. The "garst family advising committee" has the right to veto any successor class b designee. In addition, the "garst family advising committee" has the right to remove any class b director from the board.”

“Ken herring 28330 j avenue adel, ia 50003 joseph a mcgovern 505 fifth ave., suite 444 des moines, ia 50309 fred kirschenmann 309 curtiss hall ames, ia 50011 robert riley, jr. 2910 cayuga point des moines, ia 50321 todd coffelt 502 e 9th street des moines, ia 50319 ryan hanser 4401 westown parkway, suite 212 west des moines, ia 50266-1037 charles c corell 4024 83rd street urbandale, ia 50322 elizabeth garst 1313 fig avenue coon rapids, ia 50058 jennifer garst 708 brookridge avenue ames, ia 50010 rachel garst 5001 country club blvd des moines, ia 50312”

“All board members were provided a draft copy of the 2014 form 990 return for their consideration. The members were given the opportunity to examine the entire return with various sections highlighted for in-depth review, including conflict of interest related questions. In addition, all aspects of the return were carefully reviewed by treasurer elizabeth garst and executive director conrad kramer. All proposed changes were incorporated in the return and the revisions were reviewed and approved by the treasurer and executive director prior to submission to the internal revenue service.”

“The board performs a review of the policy and policy adherence at their annual meeting each march. The executive director also reviews each board member's signed "annual statement regarding conflict of interest policy and disclosure". In addition, board members are supplied with detail transaction histories of account activity at each board meeting to facilitate ongoing review.”

“The executive director's compensation is set by the board of directors by consideration of compensation levels at other state-wide conservation non- profit organizations and state agencies. The organization maintained contemporaneous substantiation of the deliberation and decision through their record of the board of directors minutes. The organization has no other key employees or paid officer positions besides the executive director.”

“The organization's governing documents, financial statements and conflict of interest policy are available during normal business hours for any individual who requests them. Annual condensed financial statements as prepared by the organization are posted on the organization's website. Form 990 for prior years are available on the guidestar website.”

“Wrc is an iowa non-profit land trust dedicated to conserving & protecting iowa natural resources, demonstrating sustainable rural land management & providing the public with outdoor recreation and environmental education. Wrc assists and supports the iowa department of natural resources, the leopold center for sustainable agriculture and the iowa natural heritage foundation (the supported organizations) in carrying out their purposes relating to land preservation, land restoration, conservation, sustainable agriculture, education and recreation.”