Alaska Whale Foundation

“The bylaws were amended to create a Legacy Board and an advisory group composed of former board members who wish to remain engaged with the Alaska Whale Foundation and continue supporting its mission.”

“The organizations Form 990 is uploaded to a secure cloud-based storage platform accessible to all Directors. Directors are requested to review and provide feedback on the form prior to its submission. Before filing, the Finance Committee conducts a thorough review of the prepared Form 990. Any necessary corrections are made and all comments are addressed to ensure accuracy and completeness prior to final submission.”

“Alaska Whale Foundation periodically reviews its compliance with the Conflict of Interest Policy to ensure that compensation arrangements and benefits are reasonable. This review is based on compensation survey data and the results of arms-length negotiations. The organization also verifies that transactions conform to the policy, are properly documented, reflect fair market value for goods and services, further the Foundations charitable purposes, and do not result in inurement, impermissible private benefit, or excess benefit transactions. Annual Disclosure and Board Member Responsibilities Approximately 30 days prior to the fall semi-annual Board meeting, a Director sends an email to all Board members reminding them of their obligation to disclose any potential conflicts of interest. Any reported conflicts are addressed in accordance with the Foundations Conflict of Interest Policy. Definition of a Conflict of Interest A potential conflict of interest arises when a director, officer, key person, or their relative or business: May receive a financial benefit from an action taken by the Foundation or a transaction it enters into; or Has another interest that could impair, or appear to impair, their independence or objectivity in fulfilling their duties to the Foundation. Disclosure and Determination Procedures Any individual with an actual or potential conflict of interest must disclose all relevant facts as soon as they become aware of the situation, and always prior to any related action. Disclosure must be made in writing and signed, and submitted to the Board of Directors. Upon receiving a disclosure, the Board will gather relevant information and determine whether a conflict exists. The individual in question must not be present during deliberations or voting on the matter and must not attempt to influence the decision. In making its determination, the Board will consider whether the potential conflict could compromise the integrity of the transaction, result in misuse of the Foundations assets, or raise concerns of bias or impropriety. Related Party Transactions A conflict of interest is automatically deemed to exist in the case of a related party transactiondefined as any transaction, agreement, or arrangement in which a related party has a financial interest and the Foundation or its affiliate is a participant. The Foundation may only proceed with a related party transaction if: The director, officer, or key person has made a good faith disclosure of all material facts; The Board or an authorized committee determines the transaction is fair, reasonable, and in the Foundations best interest; If the related party has a substantial financial interest, the Board or committee must consider alternative transactions (if available), approve the transaction by majority vote of those present, and document the basis for approval, including consideration of alternatives. Failure to Disclose If the Board has reason to believe a member failed to disclose a conflict, it will inform the member of the concern and provide an opportunity to respond. After reviewing the response and conducting any necessary investigation, the Board will determine whether a failure to disclose occurred and take appropriate disciplinary or corrective action.”

“A three-board-member committee is selected to form an Executive Director Evaluation Committee. All members are independent of the Executive Director. A survey is sent to the Board of Directors to evaluate the Executive Directors performance. Survey results are reviewed by the Evaluation Committee. The Evaluation Committee meets and discusses the Executive Directors performance and recommendations for an Annual Plan for the following year. The Committee chair drafts an evaluation letter, and the draft is reviewed and approved by the committee. The evaluation letter is then sent to the Board of Directors for review. The chair of the Evaluation Committee meets with the Executive Director to present the evaluation. The Evaluation Committee then meets to review compensation, taking into consideration comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations. The committee makes a recommendation for compensation, which is then sent to the full board for approval.”

“Alaska Whale Foundation provides access to its Form 990 and financial statements upon request.”

“Governing documents, conflict of interest policy, and financial statements are available upon request from the Executive Director and President.”