Groundswell Inc.

“The 990 is reviewed by the board of directors prior to filing.”

“Directors, officers, and staff have an obligation to conduct business within guidelines that avoid actual or potential conflicts of interest. An actual or potential conflict of interest occurs when a director, officer, or staff is in a position to influence a decision that may result in personal gain as a result of groundswell's business dealings. No presumption of a conflict is created by the mere existence of a relationship with outside firms. However, if a director, officer, or staff has any influence on any material business transactions, it is imperative that he or she discloses to a groundswell director, officer, or staff as soon as possible the existence of any actual or potential conflict of interest so that safeguards can be established to protect all parties. Personal gain may result not only in cases where a director, officer, staff, or relative has a significant ownership in a firm with which groundswell does business, but also when a director, officer, employee, or relative receives any kickback, bribe, substantial gift, or special consideration as a result of any transaction or business dealings involving groundswell. Directors and officers are also bound by the conflicts provisions in the bylaws, which provide for approval of a transaction in which a director or officer has a conflict of interest. Transactions in which staff has a conflict of interest can similarly be approved by the board. This policy establishes only the framework within which groundswell wishes its business to operate. The purpose of these guidelines is to provide general direction so that a director, officer, or staff can seek further clarification on issues related to the subject of acceptable standards of operation.”

“In addition to ongoing oversight, the executive committee will conduct an annual performance evaluation of the ceo. The annual evaluation will include, at a minimum: - written and/or verbal input from selected members of the staff - written and/or verbal input from members of the board - a written self-evaluation from the ceo. Documents are available for inspection of the organization's officers. The evaluation process will include an in-person or telephone debriefing with the executive committee and the ceo. At this time, the ceo will agree on any specific personal performance goals for the year ahead. The ceo's compensation package will be reviewed during or soon after this process and approved by a disinterested committee of the board using appropriate salary comparison data.”

“The organization's governing documents, conflict of interest policy, and financial statements were not made available to the public during the tax year.”

“The oversight or selection process has not changed from prior year.”