Soil Health Institute

“The board of directors is required to elect and maintain an executive committee comprised of the board chairperson, the president/ceo (non-voting), and four at large members elected by the board from its membership. The executive committee also must include one founder director. The executive committee may not singularly represent any one category of the board of directors (i.e., producers, science and technology). Between meetings of the board, the executive committee shall have the power ordinarily reserved for the full board. However, the executive committee shall not have the power to perform the following actions: - amend or repeal the certificate of formation - amend or repeal the corporate bylaws - employ or authorize the employment of an officer - remove any officer from office - authorize the voluntary dissolution of the institute - authorize the sale, lease or mortgage of all or substantially all of the property and assets of the institute - amend, alter or repeal any resolution of the board which, by its terms, provides that it shall not be amended, altered by, or repealed by the executive committee”

“Management reviews the draft 990 and provides comments/discusses with cla. The final 'draft' document is reviewed with the audit committee in a meeting/discussion led by cla. Upon audit committee approval, the document is provided to each member of the board of directors at least 2 weeks prior to the full board meeting. At the board meeting, the 990 is presented by the audit commitee, led by the committee chair. Following discussions, board approval is gained. The approved 990 is prepared for, and signed by authorized signer(s) and submitted electronically to the irs by cla.”

“All potential conflicts of interest are disclosed annually by all directors, officers or key employees as detailed in the conflict of interest and 990 disclosure questionnaire. Any potential conflicts of interest are investigated and discussed by the board to determine if an alternative agreement can be made with another entity that would not result in a conflict of interest. If it is determined that a conflict was not reported, the board will perform a review and determine corrective/disciplinary measures. All proceedings, including disclosure of the conflict of interest, the reporting party, deliberations by the board and all votes will be detailed in the board minutes.”

“President/ceo compensation was determined after discussions and input from the shi board of directors with data provided by the outside executive search firm who assisted with hiring the position. The board of directors review the president/ceo salary on an annual basis. A salary and compensation study was conducted in 2022 by trinet compensation consulting using naics data which supported the then current compensation levels for shi executives and officers. The remaining officers' salary and compensation was also determined based on board of director input utilizing the services of an outside executive search firm. A salary and compensation study was conducted in 2022 by trinet compensation consulting using naics data which supported the then current compensation levels for shi executives and officers. The process described here was last completed in 2022.”

“The governing documents, conflict of interest policy, and financial statements are available upon request and provided to potential donors.”

“Other professional and contract services: program service expenses 856,736. Management and general expenses 35,145. Fundraising expenses 1,479. Total expenses 893,360.”