Natureserve

“The board of directors adopted a restatement and revision of the bylaws of natureserve on january 28, 2021. The restatement and revision update and clarify the organization and operation of natureserve, the requirements for being a natureserve network member program and associate program, and natureserve's relationship with its network of partnering programs. This is the first complete restatement of the bylaws since the inception of natureserve.”

“Constituent members include natureserve's network of 64 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. (after the end of the fiscal year, the board of directors adopted a revision of the bylaws of natureserve on october 28, 2021, that updated the organizational structure to discontinue the latin america and caribbean section.)”

“Three seats on the board of directors are selected by the constituent members to represent the two section councils: one seat for the canadian 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 and each of its corporate officers annually signs a statement disclosing any and all real, potential, or perceived conflicts of interest. In case of any board member or corporate officer disclosed conflict, the board (absent the member in question if needed), determines how to resolve the conflict; including: (1) whether the board member or corporate officer 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.”

“The executive committee, a committee composed of independent directors, meets annually to determine what, if any, merit increase is recommended for the ceo, taking into account comparable salary data based on market surveys, and contemporaneously documenting its deliberation and decision-making in writing. The executive committee then recommends the salary to the board and the independent board members then vote to adjust the salary, contemporaneously documenting their deliberation and decision-making in writing. The review took place in january, 2021. 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. Form 990 and financial statements are also available on the organizations's website.”