Sustainable Westchester Inc.

“The corporation shall have one class of members, limited to entities that satisfy and comply with the criteria for membership established by the board of directors. The initial members of the corporation shall be the towns of bedford, cortlandt, lewisboro, mt. Pleasant, new castle, north castle, north salem, ossining, pleasantville, pound ridge, somers, and yorktown; the city of peekskill; and the villages of croton-on-hudson, ossining, mt. Kisco, and sleepy hollow in westchester county, new york. Other municipalities may be admitted to membership from time to time, upon satisfaction of the criteria for membership. 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. 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, on conference call, 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, and 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.”

“Special actions requiring vote of the members: 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 article iii of the by-laws. The by-laws may be amended or repealed by the affirmative vote of two-thirds (2/3) of the members of the corporation at the annual meeting of the members of the corporation or at a special meeting of the members of the corporation duly called for the purpose of altering the by-laws, providing 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 organization makes its 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.”

“Energy consulting fees: program service expenses 93,510. Management and general expenses 25,483. Fundraising expenses 0. Total expenses 118,993. Temporary help: program service expenses 4,934. Management and general expenses 0. Fundraising expenses 0. Total expenses 4,934. Payroll service fees: program service expenses 2,212. Management and general expenses 553. Fundraising expenses 0. Total expenses 2,765.”

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