Appalachian Trail Conservancy

“The organization made the following changes to its bylaws during the year that broadly fall into 3 categories: governance, policy, and language clarification - for goverance, the board: voted to establish the chair of the stewardship council as an officer of the board. As a result, language was modified in 3 sections of the by-laws and led to a change in the executive committee make-up. Changed the language referencing board committees. Having more committees than what was referenced and recognizing that the committee profile could change year over year, the board simplified the language referencing only the executive committee and relying on the already existing provision that other committees may be designated by resolution. All references to other committees were deleted, maintaining general language as to how the board will manage board business through committees. Clarified board tenure language, that no board member can serve greater than 6 years (2 terms of 3 years) unless elected to an officer position, in which case, that board member can serve no greater than an additional 6 years for a maximum of no greater than 12 years. Clarified language that board officers are elected by members of the board, on a staggered basis, for 3-year terms. For policy, the board included language: requiring board members to be members of the appalachian trail conservancy. That no board member can be involved in discussions associated with his/her re-election. Clarifying that officers of the board are elected by board members and that any vacancy shall be filled by a majority vote of the remaining board members at the time of vacancy, subject to the quorum provisions of the by-laws. Establishing a succession plan for the chair should the chair not be available or be disabled from serving his/her functions, identifying the vice chair and chair of the governance committee as the line of succession, respectively. Establishing that elections would be held by electronic means. Clarifying that the atc website is recognized as a principal publication of the conservancy for notifications. Establishing that any changes to the by-laws would require a month's time to elapse for board review and discussion prior to formalizing said changes. For language clarification, the board carefully read through the by-laws and corrected tense and other small grammatical edits that did not materially affect the intent of the by-laws. The board added the clause for the provision that states no more than 5 board positions would be open annually, unless board member resignations dictate otherwise.”

“The organization has over 30,500 subscribed members.”

“The members elect the board of directors annually at the annual membership meeting.”

“The form 990 was reviewed by the audit committee in detail before it was sent to all board members for their review before it was filed.”

“The audit committee is responsible for monitoring and enforcing compliance of the conflict of interest policy.”

“The compensation of the president & ceo is determined and approved by the board.”

“Governing documents, conflict of interest policy and financial statements are available upon request.”

“Annuity actuarial adjustment -38,100.”

“The audit oversight process and selection of an independent accountant has not changed from the prior year.”