American Coalition for Clean Coal Electricity

“Pursuant to the d.c. Nonprofit corporation act, the executive committee serves as the designated body to perform the functions of the board of directors. The board of directors serves as a convening body for the member to discuss policy issues.”

“Tiers of members are as follows: * each tier one member shall be entitled to designate one member of the board of directors, one representative to the policy and strategy committee, and one member of the executive committee. * each tier two member shall be entitled to designate one member of the board of directors and one representative to the policy and strategy committee. * each tier three member shall be entitled to designate one member of the board of directors. * each associate member may designate one individual to attend such meetings as authorized by the executive committee, but shall have no voting rights on the board, executive committee, or the policy and strategy committee.”

“Each Member company that is eligible to appoint a director selects its individual representative to serve on the Board of Directors.”

“The form 990 is reviewed and approved by management and by legal counsel before filing. The form 990 is submitted to the entire board before filing.”

“The organization distributes its conflict of interest policy to the board of directors annually. As part of the policy, board members are required to disclose real or potential conflicts. If staff are made aware of any such conflicts, they prepare a plan of action for the board's consideration (e.g. Recusal from participating in any deliberations or decisions relevant to the disclosure). Staff are similarly apprised of the policy and the president is responsible for determining appropriate resolution, with input from the board chair and vice chair as appropriate under the bylaws.”

“Compensation for president and ceo: in reviewing and approving the amount of compensation for the president and ceo, the executive committee annually follows the procedures required by the compensation policy. As discussed below, the compensation policy requires the executive committee to: (1) approve the amount of compensation prior to payment; (2)use appropriate comparability data when making its determination; and (3)concurrently document its decisions in writing. 1) approval prior to compensation payment. Any changes in compensation or award of bonus compensation determined under the auspices of the executive committee must be approved by the executive committee in advance of any such payment being made. 2) comparability data. When the executive committee is considering compensation to the president and ceo, it must rely on comparability data that demonstrates the fair market value of the compensation in question. For example, when developing or evaluating compensation packages, the executive committee must secure or review data that documents compensation levels for similarly qualified individuals in like positions at like organizations. Data may include the following: a. Expert compensation studies by independent firms; b. Written job offers for positions at similar organizations; c. Documented information about similar positions at both nonprofit and for-profit organizations; and d. Information obtained from the irs form 990 filings of similar organizations. 3) concurrent documentation. The executive committee must document, within 30 days of the executive committee's determination, how it reached its decisions, including the data on which it relied. Written or electronic records of the executive committee (such as meeting minutes) must note: a. The terms of the compensation and the date such compensation decisions were made; b. The members of the executive committee who were present during debate on the compensation that was ultimately approved and those who voted in this regard; c. The comparability data obtained and relied upon, and how the data were obtained; and d. Any actions taken with respect to consideration of the compensation by anyone who had a conflict of interest with respect to the decision on the compensation. The compensation process described was undertaken in may 2019 to set compensation for 2020.”

“The organization complies with the public inspection requirements of internal revenue code section 6104 by making its form 1024, application for recognition of exemption under section 501(a), determination letter from the irs, and the forms 990 for its three most recently completed periods available for public inspection upon request. However, as section 6104 does not require organizations exempt under section 501(c)(6) to disclose their governing documents, conflict of interest policies, or financial statements, the organization has decided not to make such information available to the general public.”

“The executive committe assumes responsibility for oversight of the audit, review and compilation of its financial statements, and the selection of independent accountants.”