Alaska Whale Foundation

“Pat Sharpe Director and Fred Sharpe Director are brothers.”

“By-Laws Section 3.22 was amended to clarify that Directors shall receive no compensation for their service as directors or officers. By-Laws Section 4.10 was amended to clarify that the salaries of officers who are not directors and of agents shall be fixed from time to time by the Board or by any person or persons to whom the Board has delegated such authority. By-Laws Section 3.5 was amended to limit Directors to three consecutive full two-year terms for terms beginning after November 1 2023 and at the end of a Directors third term that person shall take at least one year off the Board.”

“Form 990 is uploaded to the organizations cloud-based storage site to which all Directors have access. Directors are asked to review and comment on Form 990 prior to filing. Prior to filing members of the Finance Committee thoroughly reviewed the prepared Form 990. Any corrections are made and any comments were addressed prior to filing.”

“Alaska Whale Foundation periodically reviews compliance with its Conflict of Interest policy by reviewing whether compensation arrangements and benefits are reasonable based on competent survey information and the result of arms length bargaining and whether transactions conform to the policy 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 an excess benefit transaction. A Director annually sends an email to Board members about 30 days in advance of the fall Board meeting reminding them of their responsibility to report any conflicts of interest. Any conflicts reported are enforced in compliance with our Conflict of Interest Policy. The Conflict of Interest policy covers any director principal officer or member of a committee with governing board delegated powers who has a direct or indirect financial interest. In connection with any actual or possible conflict of interest an interested person must disclose the existence of the financial interest and disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts and after any presentation by or discussion with the interested person he she shall leave the meeting during the discussion of and the vote on whether to approve the transaction or arrangement involving the possible conflict of interest. The chairperson of the governing board or committee shall if appropriate appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence the governing board or committee shall determine whether the organization 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. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the 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. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If after hearing the response and after making further investigation as warranted by the circumstances the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest it shall take appropriate disciplinary and 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 Executive Director performance and recommendations for an Annual Plan for 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 and discuss the Annual Plan. 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.”

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