Climate Resolve

“The executive director and the audit committee are responsible for reviewing and forwarding a draft of form 990 to the full board for discussion before it is filed.”

“The organization's conflict of interest covers any director, principal officer, or member of a committee of the board of directors, who has a direct or indirect financial interest in the organization, or any such persons' siblings, spouses, descendants, parents or in-laws. In connection with any actual or potential conflict of interest, an interested person must disclose in good faith the existence of the financial interest and be given the opportunity to disclose all material facts to the board, the executive director, or members of committees considering the proposed transaction or arrangement. After (i) the interested person has disclosed the financial interest, (ii) all material facts regarding the nature of such financial interest, and (iii) the board and any relevant committee has discussed the financial interest with the interested person, the interested person shall leave the board of committee meeting while the board and or committee discuss the potential conflict of interest and vote to determine whether an actual conflict of interest exists. The remaining board or committee members shall decide if an actual conflict of interest exists unless otherwise provided in the bylaws. Procedures for addressing the conflict of interest: 1. After exercising due diligence, the board or committee shall in good faith determine whether the organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest 2. Unless otherwise provided in the bylaws or required by law, if a more advantageous transaction or arrangement is not reasonably feasible under circumstances not resulting in a conflict of interest, then before consummating the transaction or arrangement, or any part thereof, the board must in good faith and with knowledge of the interested persons financial interest, establish by a majority vote of the disinterested directors whether the proposed transaction or arrangement: (i) is in the organization's best interest, (ii) is for the organization's own benefit, and (iii) would be fair and reasonable to the organization at the time the organization entered in the transaction or arrangement. 3. An interested person may make a presentation to the board or committee meeting, but after the presentation, that person shall leave the meeting during the discussion of, and the vote approving or disapproving the transaction or arrangement involving the potential conflict of interest, unless otherwise provided in the bylaws. 4. The executive director shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. If the executive director, board or committee has reasonable cause to believe that a person has failed to disclose actual or potential conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose. If, after hearing the person's response and after conducting further investigation as warranted by the circumstances, the board or committee determines the person has failed to disclose an actual or potential conflict of interest, the board shall take appropriate disciplinary and corrective action.”

“Climate resolve's board of directors has a process for reviewing and approving the compensation of officers and key employees on an annual basis to determine if it is fair and reasonable with the goal of retaining employees at compensation levels within appropriate market range. The process for determining the compensation paid to the executive director, officers, and key employees includes the approval of the compensation arrangement in advance, by the board of directors, with all persons with a conflict of interest abstaining from the board's deliberation and discussion. The board reviews data of comparable compensation based on compensation information received from member industry associations for executives directors. The documentation of the board includes the terms of transaction and the date of approval, the members who were present during the debate and vote on the transaction, a description of the comparable data and how it was obtained, and documentation of the basis for the determination.”

“The organization has available for download from its website both current and past form 990 federal tax filings. Hard copies are kept at the organization's main office.”

“The organization has available, both on-site and on its website, the audited financial statements as well as annual reports.”

“Professional services: program service expenses 920,517. Management and general expenses 57,294. Fundraising expenses 25,891. Total expenses 1,003,702.”

“The executive committee is responsible for the oversight of the review of the financial statements and selection of an independent accountant. This process is unchanged from the prior year.”