Call2 Recycle Inc

“Call2Recycle, Inc. is a members organization. Current members of the organization are Energizer, Spectrum Brands, Panasonic, Saft, Sony, and Varta. These members each appoint one individual to the board of directors. Per the By-laws, certain decisions of the board require a vote by all directors. Decisions on certain matters require a vote by the members.”

“The Call2Recycle, Inc. finance committee reviews Form 990 draft. The approved copy is then submitted and sent to all other voting members and then submitted to the IRS.”

“Process of monitoring and enforcing conflict of interest policy 1. Procedures A. Duty to disclose - 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 directors and members of the committees with board of directors delegated powers considering the proposed transaction or arrangement. B. 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 of directors or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. C. Procedures for addressing the conflict of interest I. An interested person may make a presentation at the board of directors or 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. II. The chairperson of the board of directors or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. III. After exercising due diligence, the board of directors or committee shall determine whether the Corporation 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. IV. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board of directors or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation'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 process for determining the CEO's salary is based on pre-established criteria and on the recommendations of the compensation committee as to whether the criteria is met. CEO compensation is based on research, by the board compensation committee, salaries paid by comparable organizations to officers with comparable responsibilities, based on analysis of form 990S and other resources. Up to 20% of compensation is awardable as a bonus based on criteria established annually. For 2014-2015 those criteria include: 1. Expand the collection of primary battery chemistries into the state of Vermont. 2. Expand Call2Recycle, Inc., into Adjacent Markets and Explore Establishing at Least One New Market (40%). 3. Develop organization mission/vision and reconstitute the Board of Directors. 4. Implement new pricing effect in January 2016.”

“Governing documents and financial statements are available upon request.”

“Intercompany transfer to CALL2RECYCLE Canada, INC. for the operation of Canadian program operations.”