Green America

“The organization has three classes of members: individual, organizational, and worker. Each member has one vote.”

“The organization's members have certain limited voting rights. Members elect the board of directors (except in the event of a vacancy, in which case the vacancy is filled by a majority vote of the remaining members of the board of directors). The general director(ceo) of the staff is one of the directors but only has a vote in the event of a tie. Of the remaining directors seventy five percent are independent directors, and twenty five percent are worker members. The seventy five percent independent directors are elected as follows: twenty-five percent by individual members, twenty-five percent by organizational members and twenty-five by worker members. In the event that the directorships to be elected by individual and organizational members are an odd number, individual members will elect the odd seat. The board of directors has the right to vote on all other matters related to the organization without being subject to member approval.”

“Members of the organization can call a referendum on any issue.”

“A draft of the form 990 goes through two levels of review. First, the draft is reviewed by the executive directors and ceo and any necessary changes are made at this point. Lastly, the final draft is reviewed by the board of directors before it is filed.”

“In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. Procedures for addressing the conflict of interest: an interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether green america 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. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in green america's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. Violations of the conflict of interest policy: if the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Recordings and procedings: the minutes of the governing board and all committees with board delegated powers shall contain: a)the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committees decision as to whether a conflict of interest in fact existed. B) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. Compensation: a voting member of the governing board who receives compensation, directly or indirectly, from green america for services is precluded from voting on matters pertaining to that member's compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from green america for services is precluded from voting on matters pertaining to that member's compensation. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization, e”

“Salary review process: an annual salary review occurs for all eligible regular staff at the completion of the annual operating plan process. The salary review process emphasizes changes, increases and updates in the worklife responsibilities of staff members and the duration of one's satisfactory performance. The process begins earlier in the year with the annual assessment led by the finance team of green america's current financial situation and a determination of what funds are available for salary increases in the coming year. Once the staff and then the board of directors have approved the final operating plan, the salary adjustment process begins. Finances permitting, each regular staff person who has been at green america for a minimum period determined by management will be eligible for a cost of living adjustment (cola). The cola is a set percent of salary determined by the consumer price index or other factor, which varies each year and is intended to adjust for inflation. Annual pay increases are determined according to the salary adjustment policy. Once the operating plan is approved,the senior management team will allocate the funds in the salary pool. In addition to this annual review, adjustments based on major job description changes will be considered at any time during the year. Any staff member who has made a major change in their job description may be rehired into a new position based on those changes. This usually occurs due to a departure of staff or a restructuring of duties. Any change in the president & ceo's salary, outside of a cost of living adjustment, is determined by a committee of the board of directors. The committee researches comparable salaries, considers the budget, and recommends a salary amount to the board of directors. The board reviews the recommendation and makes a decision. This process is documented in the minutes of the board meeting. The organization determines compensation in accordance with their conflict of interest policy. For other officers and key employees: any compensation received by officers is related to services provided to the organization as an employee of the organization. Officers are not paid for their duties and services provided as officers of the organization. The organization does not have any key employees as defined in irs form 990 instructions. If approved, the new salary is put into effect.”

“The organization makes its governing documents and conflict of interest policy available upon request. The audited financial statements and form 990 are available on the organization's website and/or upon request. The form 990 is also available on guidestar.com.”

“Consulting: program service expenses 850,154. Management and general expenses 16,654. Fundraising expenses 17,047. Total expenses 883,855.”

“The organization has a board finance committee that assumes responsibility for oversight of the audit of its financial statements and the selection of an independent accountant.”

“Pledges receivable: the revenue recorded was the total dollar amount of the pledges made, irrespective of the year in which the donor specified they would pay.”

“Green america accepts gifts of cash, checks, credit card charges, stock, bonds and mutual funds. Gifts of autos, land, buildings, and other material items are only accepted upon approval by the senior management team. Gifts of stock/bonds/mutual funds: generally, green america immediately sells the stock or mutual funds received and deposits the cash into the regular operating cash account. Any restrictions on the gift are recorded via the use of a department number, which identifies the program the gift is to be used for.”

“All board members are volunteers and are not compensated for their board services. All compensation listed in part vii compensation of officers, directors, trustees, key employees, and highest compensated employees is compensation for services provided as employees of the organization and not for board or officer duties.”