Taliesin Preservation Inc.

“Revised articles of incorporation: the articles of incorporation were updated to address the change in the organization's name adopted in a prior year, clarify the purpose of the organization and other minor wording changes to address current practices. Amended by-laws: section 2.3. Add "a person who has served as a trustee for nine (9) years may be elected to the board of trustees after an interval of one (1) year, except that the current or immediate past chairman of the board may have this term limit extended by action of the board for an additional two (2) years to facilitate succession and continuity. All trustee terms, including partial years, shall end at the annual board meeting. If a person is elected as a trustee at other than the annual board meeting, for purposes of determining the expiration of his or her term and his or her term limit, such person shall be deemed to have been elected at the prior annual board meeting, unless at such election the board designates such person's term and term limits to commence at the following annual board meeting." section 2.5. Add "or such trustee's 9-year term limit is reached." section 2.11. "a majority of the trustees then in office shall constitute a quorum at meetings of the board." section 4.1. Insert the following in lieu of the existing by-law: "the tpi board of trustees at their annual meeting shall appoint the officers of tpi which may include a chair, a vice chair, a secretary and a treasurer. The board of trustees may appoint such other officers, assistant officers, executive director and agents as it deems necessary or appropriate. A person may hold any number of offices, except the same person may not share the roles of chair, vice-chair or secretary. Officers need not be trustees of tpi, with the exception of the chair and vice-chair. The chair and vice-chair are expected to serve two-year terms in their roles." section 4.10. Add a new section 4.10: vice chair. The vice chair shall perform the duties of the chair of the board in the absence of the chair of the board or a vacancy in such position. It is anticipated for succession purposes that the vice-chair would succeed the chair of the board. Section 5.1. Change first part of paragraph: the tpi board of trustees may elect an executive committee consisting of at least five (5) trustees, including the chair, vice-chair, secretary, treasurer, and at least one other trustee. The executive committee may act only with the concurrence of 2/3 of its members. The executive committee requires a quorum of three members to act. Section 6.5. Add: the vice-chair shall chair the governance committee.”

“The form 990 is reviewed by the finance committee then is provided to the entire board for their review prior to the return being filed with the internal revenue service.”

“The organization does monitor and enforce compliance. The organization receives a signed conflict of interest statement from all officers, directors, trustees, and key employees on an annual basis. Any individual with an actual or perceived conflict of interest will be recused from any discussion or vote on the matter to which the conflict relates.”

“The executive committee met by phone to discuss the president's performance and to share views as to compensation adjustment for 2013 and performance bonus for 2012. The committee received from another board member with extensive experience in human resources management a comparative analysis that for pay for persons in similar positions in the greater madison area was compariable.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”