Climate Action Reserve

“Summary of Changes to Climate Action Reserve Bylaws Article 3: Objectives and Purpose This section has been updated to include the provision of technical expertise and support to governments and others on the design and implementation of climate policies and programs, evaluation and reporting of the greenhouse gas benefits of financial investments in projects and technologies to address climate change, and to reflect a broader range of program activities related to land and natural resource management for climate mitigation and adaptation. Article 4, Section 10: Notice of Meetings This section has been updated to allow for special meetings of the Board to occur with less than 48 hours notice to the Board if electronic consent of all Directors is obtained. It also clarifies what is included and required for electronic communications. Article 4, Section 15: Action without a Meeting This section has been amended to comport with California nonprofit code to preclude the Board from acting on any matter (other than electing new Board members) if the total number of Board members in office is less than a quorum of the total authorized to serve (which is currently set at 15). Article 4, Section 21: Loans to Directors and Officers This new section has been added to make explicit that the organization may not provide loans or other financial guarantees to Directors or officers other than advances against reasonable expenses that would otherwise be entitled to be reimbursed. Article 4, Section 22: Standard of Care This new section has been added to reflect California nonprofit code and provides liability protection for Directors in performing their duties so long as their actions are undertaken in a manner that they believe to be in the best interests of the organization and as any reasonable person would in a similar situation. It provides details on the information that Directors may rely upon in making decisions consistent with California code. Article 5, Section 1: Number of Officers and Section 9: Duties of the Vice Chair These sections have been amended to add a position of Vice Chair as directed by the Board at the December 18, 2015 meeting. Article 5, Section 10: Salaries This new section has been added to specifically authorize the Board to set the salary of the President and other officers. Article 6, Section 1: Board Committees Adds three new limits on the authority of Board committees as follows: 1) precludes committees from taking actions for which California nonprofit law requires approval of the members of the organization, 2) precludes committees from expending funds to support the nomination of a Director, and 3) precludes committees from approving a transaction if any Director has a material financial interest in the transaction. Article 6, Section 4: Audit Committee This section has been amended to specify that the Board shall comply with California Government Code and appoint an Audit Committee of two or more eligible Directors if revenues, exclusive of government sources, exceed $2 million annually. Additionally, other minor technical or clarifying amendments are included.”

“Line 11a explanation - It is the policy of Climate Action Reserve that the Audit Committee and then the full Board of Directors review the Form 990 before it is filed with the IRS. A Board resolution is not required in order for the Form 990 to be filed. The means of delivery shall be via email to each Audit Committee member.”

“The Climate Action Reserve has scheduled meetings to review policy and procedures and consistently monitors and enforces compliance with the policies during the review process. The Reserve has full Board of Directors meetings, Audit Committee meetings, Nominating Committee meetings and Executive Committee meetings. During the reporting period, the Executive Committee gathered four times to review policy and procedures to enforce compliance.”

“At scheduled meetings, the Board of Directors reviews and makes decisions on At scheduled meetings, the Board of Directors reviews and makes decisions on compensation for the President and VP staff using compensation information gathered from the Form 990's of other organizations and local compensation surveys. The process is done in closed session and decisions are forwarded to the President via electronic mail, then reviewed by the Operations Director, and finally forwarded to the controller for processing. This deliberation process is also recorded in the corporate minutes.”

“Public documents as determined by the Organization are available upon written request. Copies of the Organization's financial statements and Forms 990 are also made available by email request through a link on the Organization's website.”

“In FY2016 the Climate Action Reserve drew on its experience and knowledge in carbon accounting to expand its work into the arena of assessing the climate impact of projects financed by investments. The Reserve's new program seeks to quantify the GHG emissions reduced through these investments, which is a pioneering approach intended to compliment broader rating programs. The Reserve's climate finance assessment program will initially focus on projects financed by green bonds, which are debt investments specifically touted to have environmental benefits.”

“The process has not changed from the prior year.”