Natureserve

“The bylaws were amended (1) to allow the board to act by written unanimous consent without a meeting, (2) to revise and restate article 4 regarding officers and their election and (3) to revise and restate article 5 regarding committees.”

“Constituent members include natureserve's network of more than 80 biodiversity information centers, consisting of organizations utilizing natureserve's standard methodology, approving the objectives of natureserve, and serving in the role of using science to inform conservation action. These members have the right to vote for representatives to their section council, to vote for the section representatives to the board of directors, and to vote on resolutions at meetings of the membership.”

“Four seats on the board of directors are selected by the constituent members to represent the three section councils: one seat for the canadian section, one seat for the latin america / caribbean section, and two seats for the united states section”

“Upon receipt of a draft form 990 from its accounting and tax firm, the organization provides copies to the audit committee of the board of directors to review. Upon satisfactory review with the organization management and the audit committee, the final form 990 is provided to the full board for comment in a timely fashion and then filed with the irs.”

“Each member of natureserve's board of directors will sign a statement annually disclosing any and all real, potential, or perceived conflicts of interest with natureserve. In case of any board member disclosed conflict, the board, absent the member in question, will determine how to resolve the conflict; including: (1) whether the board member should be removed from the discussion of the matter; and (2) whether the relationship with the individual or entity presenting the conflict should be terminated.”

“When the president/ceo was hired, the search committee , a commitee composed of independent directors, determined annual compensation by using comparable salary survey information based on market conditions as advised by the executive search firm used in recruiting the new president/ceo and documented its deliberation and decision making in writing contemporaneously. The executive committee, a committee composed of independent directors, meets annually to determine what, if any, merit increases will be given to this individual taking into account comparable salary data. When key employees are hired, the president/ceo uses comparable salary survey information to determine their annual compensation. Merit increases, if any, for these individuals are determined by the president/ceo on an annual basis. Comparable salary survey information is obtained through a subscription to compensation analytics from an independent software provider.”

“The organization has a public disclosure policy which states that the organization's governing documents, conflict of interest policy, form 990 and financial statements are to be made available to the public upon written request.”

“There have been no changes in the review process during the year.”