The Holdsworth Center

“Debra salge, secretary, and charles h. Clines, treasurer and cfo have a business relationship.”

“Fair winds management, llc (fwm) provides management services to the organization under a written contract. Services provided include cash management, tax, recordkeeping and reporting matters, consulting services, human resource management services, property management services, investment management services, risk management service, and other miscellaneous administrative support services. Charles h. Clines, treasurer and cfo, and debra salge, secretary, were compensated by fwm for services provided to the filing organization and related organizations as follows: charles h. Clines, treasurer & cfo reportable compensation for services provided to filing org: $114,599 reportable compensation for services provided to related orgs: $157,289 debra salge, secretary reportable compensation for services provided to filing org: $68,000 reportable compensation for services provided to related orgs: $99,000 amounts paid to fwm are based on time spent by fwm employees on the center's matters. Fwm is also reimbursed for direct out of pocket costs incurred on behalf of the center. All amounts charged to the center are based on actual costs to fwm and do not include any premium or mark-up.”

“Bylaws were updated to adopt distinct classes of directors based on term limits and staggering term limits for each director class.”

“The charles butt foundation is a member of the holdsworth center.”

“The members have the right to appoint 2 non-voting directors to the board of directors. The member(s) must also consent to the election of any individual to the board of directors. In addition, the member(s) must consent to the following actions of the board of directors: -dissolve, merge or consolidation the corporation -sell or transfer substantially all the assets of the corporation -elect any person to the board of directors -appoint a president or chief executive officer -amend the corporation's certificate of formation -amend the corporation's bylaws”

“See the above explanation for line 7a”

“Form 990 is reviewed by the finance committee of the board of directors prior to filing. A complete copy of form 990 is made available to the entire board prior to filing.”

“In accordance with the conflicts of interest policy, each director, principal officer and member of a committee with board-delegated powers must annually sign a statement affirming they have received a copy of the conflict of interest policy, have read and understood the policy, and agree to comply with the policy. Periodic reviews are conducted and include, at a minimum, whether compensation arrangements and benefits are reasonable based on competent survey information and the result of arm's length bargaining. The review also includes whether partnerships, joint ventures and arrangements with management organizations conform to the foundation's written policies, and are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in excess benefit transactions.”

“All compensation matters are reviewed by the compensation committee and board of directors. Compensation of the senior executive positions is based on formal compensation reviews with an outside party. Compensation for other management members is based on comparable salary information obtained from public sources.”

“The organization makes its governing documents, conflict of interest policy and financial statements available in the organization's office to anyone who requests to see them.”

“The chief financial officer and a committee of board memebers assume oversight responsibility for the audit.”