Catawba Lands Conservancy

“In 2014 the following substantive changes were made to the Bylaws:1.In Article III Membership, replace A member shall be entitled to one vote per director to be elected. with A member shall be entitled to one vote on any matters that are explicitly referred for membership decision at meeting of members.2.In Article IV Meeting of Membershipa.Remove annual meeting requirements, change special meeting to meeting, and change the minimum number of members required to call a meeting of the members, to not fewer than 50 members, or, if greater, 3% of all members. b.Remove section 5 regarding issuing ballots.3.In Article V Board of Directors a.Change election of directors from being elected by members to being voted in by the current directors. Add that, if any director so demands, the election of directors shall be by ballot.b.Remove the requirement that we have staggered classes of directors that are exactly equal in number (i.e., so that some of our new directors aren't asked to serve less than a full three-year initial term);4.In Article VI Officers and Committees- Remove the requirement that we have a treasurer and a second vice president, as well as a secretary who is a board member (given that staff ably fulfill all the duties of that latter office);a.Change the composition of the Exec Committee, which was tied to those offices; andb.Re-name the "President" and "Vice President" as "Chair" and "Vice Chair," to better reflect their status as officers of the Board.”

“Review of the Form 990 is conducted by the Executive Director and the Finance Director. It is reviewed before filing. Prior to filing, a copy of the Form 990 is available to each Board member, questions and suggestions are an integral part of the review.”

“Each Board member is required to sign a conflict of interest statement prior to joining the Board of Directors. Upon knowledge of a transaction involving a conflict, the details are fully disclosed to the Chairman of the Board and the member with a conflict will not participate in discussions or voting. Board members verify that there is no conflict of interest annually.”

“Compensation of the Executive Director is determined in advance by the Executive Committee. Independent surveys are obtained that are used to compare the average salary for all positions, including the Executive Director. This documentation is available and reviewed annually.”

“CLC's governing documents, minutes of Board meetings and committee meetings, and conflict of interest policy are kept in binders at our office. CLC's financial statements, audits and Forms 990 are on the website.”

“The Conservancy may acquire certain property and/or conservation easements through purchases as well as through donor contributions. Donors generally contribute deeds to property and/or conservation easements. Conservation easements are legal agreements in which the landowner gives up some of the rights to their land, such as development, but retains ownership and management of the property. The conservation easements are permanent and run with the land to successive owners. Contributions are recorded at the estimated fair market value of the property or easement taking into consideration the fact that the lands use may be severely limited based on the intent to preserve the property in its undeveloped state. Based on these facts, the values of easements shown in the accompanying Statement of Activities are based on management estimates. During the year ended December 31, 2014, the Conservancy placed a conservation easement on land held for preservation resulting in an extinguishment of developing rights of $168,076. The property with conservation easement was then sold to another exempt organization resulting in a loss on disposal of $69,076. In addition, during the year ended December 31, 2014, the Conservancy transferred two properties held for conservation to other exempt organizations and as a result recognized a loss on disposal of $158,630, which is included as Investment Income.”

“During the year ended December 31, 2014, the Conservancy disposed of property and equipment recognizing a loss of $25,775.”