Mount Desert 365

“Mitchell Rales and Steven Rales are related through a family relationship. The Rales and Scott Brannan are related through business relationships.”

“All directors of the governing board are elected by a vote of the members. The current members, Mitchell and Steven Rales, were appointed by the incorporator. The directors have the powers to manage or direct the business and affairs of the Corporation.”

“Each member of the organization has one equal vote. Members elect the directors of the organization; a plurality of votes is required for election.”

“The Form 990 is prepared by another entity and reviewed by the organization's Executive Director. Upon completion the 990 is distributed by email to all directors for their review prior to filing.”

“The conflict of interest policy requires declarations to be signed by officers, directors and key staff. Management monitors that declarations are signed and reports any noncompliance to the governing board. In order to assist the Corporation in identifying potential covered transactions, each covered person is required to complete a conflict of interest questionnaire prior to taking office and/or beginning employment and annually thereafter. Each covered person shall update such questionnaires as necessary to reflect changes during the course of the year. All completed questionnaires are submitted to the President, who forwards them to the Board of Directors or applicable committee thereof. Completed questionnaires are available for inspection by any Board member and may be reviewed by the Corporation's legal counsel. When a covered person becomes aware of a previously undisclosed current or proposed covered transaction, the person has the duty to immediately disclose the existence or circumstances, in writing, to the Board of Directors or any applicable committee. When a covered person may become involved in a proposed covered transaction, he or she shall: A) refrain from using his or her personal influence to encourage the Corporation to enter into a covered transaction; and B) physically excuse himself or herself from participation in any discussions regarding the covered transaction with officers or employees of the Corporation and at meetings of the Board or any applicable committee, except to respond to requests for information about the covered transaction. The Corporation may enter into a covered transaction where the Board of Directors, or any applicable committee thereof, determines, without the participation or influence of the interested covered person and based on comparable market data (if applicable) that such transaction is fair and reasonable to the Corporation. The Board, or applicable committee thereof, shall contemporaneously document the basis for its determination in the minutes of the meeting at which the covered transaction is considered. The policy shall be administered by the Board of Directors, or any applicable committee thereof, which shall be responsible for the following: A) reviewing reports regarding the conflict of interest questionnaires; B) receiving disclosures of current or proposed covered transactions; C) reviewing proposed covered transactions to determine whether they meet the above-described standard; and D) maintaining minutes and other such documentation as may be necessary and appropriate to document its review of covered transactions. The Board may seek advice from outside advisors in connection with the review of any covered transactions or with the administration of this policy.”

“The organization conducted a review of market compensation benchmarks for the Executive Director position, including analyses of salary and total cash compensation, market information, and ranges for the position. The Board of Directors utilized the market data to establish reasonable compensation for the Executive Director. The Board of Directors conducts an annual review of the Executive Director, based on agreed-upon objectives.”

“The organization's policy is to provide the governing documents, conflict of interest policy, financial statements and tax returns to the general public upon request. The requests can be made in person at the organization's business address.”