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 bylaws were amended to add a secretary to the board of directors officer position. The articles of incorporation were amended to allow for non-unanimous vote via electronic methods.”

“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.”

“Renewable Electricity and Clean Transportation: Minnesota stands ready to benefit from clean, affordable sources of electricity like wind and solar, and all the improvements they bring to health, well-being, and our natural environment. Fresh Energy's experts continue to pave the way for Minnesota to harness the power of the marketplace to expand the adoption of renewable energy and accelerate our leadership in the clean energy economy. Transportation powered by clean electricity, instead of oil and gas, reduces pollution and can strengthen the electric grid. Fresh Energy provides education and technical assistance designed to help all Minnesotans capture the health and cost savings of electric transportation.”

“Energy Performance and Better Buildings: Fresh Energy is helping Minnesota reduce waste and use smart technology across the whole utility system, preventing the need for new power plants and generating savings. Our work with utilities shapes rate designs and helps maintain the low-cost energy we value in our state. Highly efficient homes and commercial buildings make Minnesota a great place to live and do business. Fresh Energy is identifying new data-driven opportunities that save money - for home owners, renters, and companies - and improve the health of our communities.”

“Media & Innovation Lab: Fresh Energy takes new and novel approaches to change the broader narrative around energy and climate. Fresh Energy publishes an independent network of news sites covering the transition to a clean energy economy. Staffed by a multistate team of journalists, Energy News Network digests provide daily links to top news and in-depth reporting that increases public understanding of energy issues.”

“PROGRAM CONSULTANTS: Program service expenses 119,942. Management and general expenses 0. Fundraising expenses 0. Total expenses 119,942. ENERGY NEWS NETWORK CONTRACTORS: Program service expenses 117,421. Management and general expenses 0. Fundraising expenses 0. Total expenses 117,421. STAFF DEVELOPMENT: Program service expenses 1,933. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,933. LITIGATION SERVICES: Program service expenses 44,000. Management and general expenses 0. Fundraising expenses 0. Total expenses 44,000. CHARITY REGISTRATION ASSISTANCE: Program service expenses 4,951. Management and general expenses 0. Fundraising expenses 0. Total expenses 4,951. IT SERVICES: Program service expenses 25,789. Management and general expenses 6,199. Fundraising expenses 0. Total expenses 31,988. WEBSITE SUPPORT SERVICES: Program service expenses 22,789. Management and general expenses 0. Fundraising expenses 0. Total expenses 22,789. General Office Services: Program service expenses 20,814. Management and general expenses 0. Fundraising expenses 0. Total expenses 20,814. Midwest Energy News Reporters: Program service expenses 191,171. Management and general expenses 0. Fundraising expenses 0. Total expenses 191,171. CONTRACTS WITH COLLABORATORS: Program service expenses 265,000. Management and general expenses 0. Fundraising expenses 0. Total expenses 265,000.”

“The organization has not changed its oversight process of the audit or its selection process of an independent accountant during the tax year.”