Northeast-Midwest State Foresters

“The return was prepared by an outside tax preparer and reviewed by the executive director. A copy of the return was distributed to the entire board prior to filing with the irs.”

“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 board or executive committee. Any director may recuse himself or herself at any time from involvement in any decision or discussion in which the director believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or executive committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or executive committee members shall decide if a conflict of interest exists. An interested person may make a presentation at the board or executive 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 president of the board or executive committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board or executive committee shall determine whether nmsfa 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 the circumstances not producing a conflict of interest, the board or executive committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in nmsfa'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. The minutes of the board and all committees with board delegated powers shall contain: 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 board's or executive committee's decision as to whether a conflict of interest in fact existed; 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.”

“The organization makes its governing documents available to the public upon request.”