Fresh Energy

“There are no material differences in voting rights among members of the board of directors and The executive committee may consider any actions, or take up any matters deemed important or necessary for the continued operation of the corporation between scheduled meetings of the full board.”

“The 990 is provided to the entire board for review prior to filing. The chair and treasurer carefully reviewed each page of the 990 and made a recommendation to the executive committee to accept the 990. The executive committee members had also reviewed the 990 and approved the recommendation. The executive director signed the 990.”

“PROCEDURE WHEN DIRECTOR OR OFFICER HAS CONFLICT: 1) EACH DIRECTOR OR OFFICER OF FRESH ENERGY HAS A DUTY TO DISCLOSE TO THE BOARD (AND TO ANY APPLICABLE COMMITTEE OF THE BOARD THAT ONE IS ADDRESSING) THE MATERIAL FACTS OF ANY PROPOSED TRANSACTION OR ACTION OF FRESH ENERGY IN WHICH SUCH DIRECTOR HAS ANY CONFLICTS. 2) THE DISCLOSURE REQUIRED UNDER #1 (ABOVE) MUST BE MADE, TO THE EXTENT POSSIBLE, PRIOR TO ANY CONSIDERATION OF SUCH PROPOSED TRANSACTION OR ACTION BY THE BOARD OR BY ANY APPLICABLE COMMITTEE OF THE BOARD. IF A DIRECTOR OR OFFICER DOES NOT RECOGNIZE THE EXISTENCE OF A CONFLICT PRIOR TO THE BOARD'S DECISION REGARDING THE TRANSACTION, THE BOARD MEMBER HAS A DUTY TO DISCLOSE THE MATERIAL FACTS OF THE CONFLICT AS SOON AS THE CONFLICT IS RECOGNIZED. 3) THE DIRECTOR OR OFFICER HAVING A CONFLICT SHALL NOT PARTICIPATE IN THE DELIBERATION OR DECISION REGARDING THE MATTER UNDER CONSIDERATION AND SHALL RETIRE FROM THE ROOM DURING DELIBERATIONS EXCEPT TO THE EXTENT HE OR SHE HAS BEEN INVITED BY THE BOARD OR COMMITTEE TO PARTICIPATE, AFTER CONSIDERATION OF THE SIGNIFICANCE TO FRESH ENERGY OF THE DISCLOSED CONFLICT. THE BOARD OR COMMITTEE MAY ALSO REQUEST THAT HE OR SHE PROVIDE FRESH ENERGY WITH ANY RELEVANT INFORMATION KNOWN TO THE DIRECTOR REGARDING THE MATTER. 4) ANY PROPOSED TRANSACTION OR ACTION IN WHICH THE BOARD HAS DETERMINED THAT A DIRECTOR OR OFFICER HAS A CONFLICT OF INTEREST IS TO BE APPROVED BY A MAJORITY OF THE DIRECTORS ENTITLED TO VOTE OTHER THAN THE INTERESTED DIRECTOR(S) AT A MEETING AT WHICH A QUORUM IS PRESENT (I.E., BY A SUPERMAJORITY OF THE ENTIRE BOARD NOT INCLUDING THE CONFLICTED DIRECTOR(S)), EVEN THOUGH THE NON-CONFLICTED DIRECTORS MAY CONSTITUTE LESS THAN A QUORUM. 5) WHEN THERE IS ANY DOUBT AS TO WHETHER A CONFLICT EXISTS (AND THESE PROCEDURES ARE THUS TO BE EMPLOYED) THE MATTER SHALL BE RESOLVED BY ACTION OF THE BOARD, NOT INCLUDING THE PARTICIPATION OF THE INDIVIDUAL WHOSE POTENTIAL CONFLICT IS AT ISSUE. ALL DIRECTORS AND OFFICERS ARE OBLIGATED TO NOTIFY THE BOARD IF THEY BELIEVE AN INDIVIDUAL DIRECTOR OR OFFICER HAS FAILED TO PROFFER DISCLOSURE OF A CONFLICT THEY BELIEVE TO BE AT HAND, AND THE AFORMENTIONED PROCEDURE (RESOLUTION BY ACTION OF THE BOARD, NOT INCLUDING THE PARTICIAPTION OF THE INDIVIDUAL WHOSE POTENTIAL CONFLICT IS AT ISSUE) SHALL BE EMPLOYED BY THE BOARD IN ALL SUCH INSTANCES. PROCEDURE WHEN STAFF HAS CONFLICT: 1) EACH STAFF MEMBER HAS A DUTY TO DISCLOSE TO THE Director of Operations and Finance OF FRESH ENERGY THE MATERIAL FACTS OF ANY PROPOSED TRANSACTION OF FRESH ENERGY IN WHICH SUCH PERSON HAS ANY CONFLICT. 2) THE DISCLOSURE REQUIRED UNDER #1 (ABOVE) IS TO BE MADE IMMEDIATELY, AND TO THE EXTENT POSSIBLE, BEFORE ANY CONSIDERATION OF SUCH PROPOSED TRANSACTION BY FRESH ENERGY. IF A STAFF MEMBER DOES NOT RECOGNIZE THE EXISTANCE OF A CONFLICT PRIOR TO FRESH ENERGY'S DECISION REGARDING THE TRANSACTION, THE STAFF MEMBER HAS A DUTY TO DISCLOSE THE MATERIAL FACTS OF THE CONFLICT AS SOON AS IT IS RECOGNIZED. 3) A STAFF MEMBER HAVING A CONFLICT SHALL NOT PARTICIPATE IN THE DELIBERATION OR DECISION BY FRESH ENERGY REGARDING THE TRANSACTION UNDER CONSIDERATION, UNLESS INVITED BY THE Director of Operations and Finance OF FRESH ENERGY TO DO SO, AFTER CONSIDERATION OF THE SIGNIFICANCE TO FRESH ENERGY OF THE DISCLOSED CONFLICT. THE Director of Operations and Finance OF FRESH ENERGY MAY ALSO REQUEST THAT HE OR SHE PROVIDE FRESH ENERGY WITH ANY RELEVANT INFORMATION REGARDING THE MATTER. 4) THE Director of Operations and Finance OF FRESH ENERGY SHALL TAKE SUCH ADDITIONAL ACTION AS MAY BE REQUIRED TO ENSURE THAT THE CONFLICT IS PROPERLY NOTICED TO MANAGEMENT AND THAT APPROPRIATE STEPS ARE EMPLOYED AS THE TRANSACTION AND ITS TERMS ARE BROUGHT FORTH FOR DECISION-MAKING AND/OR IMPLEMENTATION. FURTHERMORE, THE Director of Operations and Finance OF FRESH ENERGY SHALL MAINTAIN A RECORD OF THE EXISTENCE, PROCEDURE EMPLOYED IN MANAGING, AND RESOLUTION OF THE CONFLICT. 5) WHEN THERE IS ANY DOUBT AS TO WHETHER A C”

“The executive director's salary is reviewed by the board of directors in February of each year during the annual performance valuation process. Periodically, the board of directors uses a third party to perform an analysis and provide a competitive compensation study as a more in depth review of the executive director's salary. This process was last undertaken in November of 2013. The Director of Operations and Finance's salary is also determined during the annual performance valuation which is complete in February of each year. Periodically, a third party is used to perform an analysis and provide a competitive compensation study to determine the salary. This process was last undertaken in December of 2014.”

“The organization makes its articles of incorporation, bylaws, conflict of interest policy and financial statements available on a case-by-case basis. Every request is considered individually by the board of directors.”

“Energy, Efficiency, Climate: Fresh Energy develops and drives Minnesota policies that increase the use of solar, wind, and other renewable energy. Fresh Energy uses technical knowledge to build coalitions across communities that achieve the strong, flexible, and modern electricity grid crucial to a large-scale transition to clean energy. Fresh Energy pursues policies that make our economy more efficient - saving consumers money and cutting carbon emissions. Fresh Energy's work spurs the transition to utility business models that value and promote efficiency. Fresh Energy promotes tough state and national laws and standards that lead to deep, permanent reductions in pollution from power plants, vehicles, and industry. We support policies that will limit the worst impacts of global warming and create a modern energy system that makes Minnesota and the Midwest leaders in the clean energy economy. Fresh Energy promotes innovative policies that increase use of renewable energy-powered electric cars and buses, and supports improved street design policies and mobility options that help Minnesota communities become cleaner, more connected, and more equitable.”

“Buildings: Fresh Energy is committed to making homes, schools, and commercial buildings more energy efficient. Fresh Energy shapes codes for new construction and takes steps to grow the market for energy efficient buildings and support safe and equitable access to energy use data so prospective buyers and renters can make informed decisions, and building owners are inspired to improve efficiency.”

“Media & Innovation Lab: Editorially independent from our clean energy work, Fresh Energy publishes U.S. Energy News, Midwest Energy News, and Southeast Energy News - publications that surface crucial stories and shape the narrative on America's transition to a clean energy economy. Fresh Energy also leads innovative communications projects to amplify nontraditional voices to bring new perspectives to the value of clean energy.”

“PROGRAM CONSULTANTS: Program service expenses 68,707. Management and general expenses 0. Fundraising expenses 0. Total expenses 68,707. IT SERVICES: Program service expenses 29,095. Management and general expenses 0. Fundraising expenses 0. Total expenses 29,095. WEBSITE SUPPORT SERVICES: Program service expenses 32,368. Management and general expenses 0. Fundraising expenses 0. Total expenses 32,368. General Office Services: Program service expenses 22,863. Management and general expenses 13,390. Fundraising expenses 432. Total expenses 36,685. Midwest Energy News Reporters: Program service expenses 146,173. Management and general expenses 0. Fundraising expenses 0. Total expenses 146,173. NEWS NETWORK CONTRACTORS: Program service expenses 49,930. Management and general expenses 0. Fundraising expenses 0. Total expenses 49,930. STRATEGIC PLANNING SERVICES: Program service expenses 633. Management and general expenses 0. Fundraising expenses 0. Total expenses 633.”

“The Organization has not changed its oversight process of the audit or its selection process of an independent accountant during the tax year. Due to a change in year end, the Organization's audited financial statements cover a 19 month period ended January 31, 2016.”