Sustainable Westchester Inc.

“The corporation shall have one class of members, limited to municipalities within the county of westchester and the county of westchester itself, that satisfy and comply with the criteria for membership established by the board of directors. Such municipalities shall be collectively referred to as the "members and, individually, as a "member". The chief elected official of each member municipality or his or her designated representative shall serve as the official representative of the member municipality for all business related to the corporation and shall be referred to individually as a "member representative." the board of directors may establish criteria for membership, including a schedule of dues and any waivers thereof, as well as procedural requirements for prospective members, unless otherwise proscribed by law, the certificate of incorporation, and/or the amended and restated by-laws.”

“At any meeting of the members, each member present, in person, by conference call, by video conference, or by proxy, shall be entitled to one (1) vote. A proxy shall be in the form of a signed writing or an e-mail sent to the holder of the proxy, provided that any such e -mail authorization shall set forth information from which it can be reasonably determined that the authorization by e-mail was authorized by the member. All proxies shall be delivered to the secretary. Only members current in the payment of their dues shall be entitled to vote. Upon demand of any member, any vote for directors or upon any question before the meeting shall be by ballot. The record date for determining eligibility of voting rights shall be not more than fifty (50) days nor less than ten (10) days before the date of the meeting.”

“The following corporate actions may not be taken without approval of the members. Two-thirds (2/3) of the votes cast at a meeting of the members are required for: (a) any amendment of, or change to, the certificate of incorporation; (b) a petition for judicial dissolution; (c) disposal of all, or substantially all, of the assets of the corporation; (d) approval of a plan of merger; (e) authorization of a plan of non-judicial dissolution or (f) revocation of a voluntary dissolution proceedings; provided, however, that the affirmative votes cast in favor of any such action shall be at least equal to the minimum number of votes necessary to constitute a quorum. Blank votes or abstentions shall not be counted in the number of votes cast. Any director may be removed at any time with or without cause by an affirmative vote of two-thirds (2/3) of the members at a regular meeting or special meeting of the members called for that purpose; provided, that notice of any such meeting is given in accordance with section 3.04 of the by-laws. The by-laws may be amended or repealed by the affirmative vote of a majority of the members present at the annual meeting of the members, or at a special meeting of the members duly called for the purpose of altering the by-laws, provided that notice of the proposed alteration has been included in the notice of meeting.”

“Sustainable westchester, inc. Has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the form 990 has been prepared, reviewed by management and is ready to be filed with the internal revenue service, it is electronically sent to the board to provide comments and feedback. Once the board has approved the return it is filed with the internal revenue service.”

“All directors, officers, key employees, member representatives and volunteers (covered persons) owe a duty of loyalty to sustainable westchester, inc. That requires them to exercise their powers in good faith and in the best interests of the organization. Each covered person shall annually sign and submit to the secretary a statement which affirms such person: (a) has received a copy of the conflict of interest policy; (b) has read and understood the policy; and (c) has agreed to comply with the policy. If at any time during his or her term of service a covered person acquires any financial interest, or when any matter for decision or approval comes before the board in which a relative has or may have a financial interest, that financial interest or potential transaction involving the relative (a "related party transaction") and all material facts must be promptly disclosed in writing to the secretary of the organization. The secretary of the organization must inform all members of the board of the actual or potential financial interest, related party transaction or conflict of interest. Failure to disclose an actual or potential financial interest, related party transaction, or a conflict of interest may be grounds for removal from the board, employment termination, termination of appointment as a member representative, or termination of services as a volunteer from the organization. If sustainable westchester is contemplating entering into a related party transaction, the independent directors of the board must determine if the transaction is fair, reasonable, and in the organization's best interest and for its own benefit at the time of such determination before approving the transaction. Only independent directors of the board shall vote on related party transactions. All related party transactions shall be reviewed by the directors of the board who are not involved in any such conflict in accordance with the policy.”

“The board created a committee with the sole purpose of hiring and determining compensation for the executive director. The organization engaged an outside consultant, a nonprofit that specializes in organizational development, consulting and executive transition for other nonprofit organizations, to support the hiring process, including advising on compensation. For 2024, there was no change in executive director compensation.”

“The organization makes its form 1023 and form 990 available for public inspection as required under section 6104 of the internal revenue code. The return is also posted on guidestar.org and other similar types of websites. In addition, the financial statements, conflict of interest policy, articles of incorporation and by-laws are also available upon written request or by calling the organization directly. The form 990 and the financial statements are also available on the organization's website.”

“The organization contracted with a professional employer organization (peo) for services, including but not limited to, payroll, timekeeping, employee benefits, hr administration and workforce regulatory compliance needs. As the employer of record for tax purposes, forms w-2 and w-3 are issued by the peo and filed under the peo's federal ein. In this co-employment arrangement, the organization is the common law employer and, accordingly, compensation is reported on form 990, part vii, section a and part ix, lines 5-10.”

“The organization has a committee that is responsible for the oversight of the audit of its financial statements and the selection of an independent accountant. The process has not changed from the prior year.”