The Student Conservation Association

“The organization amended its bylaws on october 24, 2024. The revised bylaws make several important updates, including reducing the maximum number of directors from 33 to 23, and confirming that the alum council chair automatically serves as a voting director during their one-year term. The revisions expressly permit the use of virtual meeting forums and confirm that virtual attendance counts toward quorum, consistent with new york state law. The threshold for removing a director is increased to two-thirds of the board, replacing the previous simple majority requirement. The bylaws also clarify that the full board appoints committee members while the board chair appoints committee chairs, and they formally define the seven members of the executive committee: the chair, vice chair, finance committee chair, governance committee chair, audit committee chair, the president, and one director elected in consultation with the president. An assistant treasurer position is added, with the role clearly described. Finally, the bylaws allow directors who are selected as officers to continue serving beyond their two three-year term limit while they hold an officer position.”

“The return is prepared by tax advisors from an accounting firm with information provided by management. The form 990 is reviewed by management, the finance and audit board chairs, and legal counsel prior to being distributed to the board of directors. The form 990 is provided electronically to all voting members of the board prior to filing.”

“The student conservation association's conflict of interest policy was implemented to avoid any kind of relationship or participation in any transaction that involves a conflict, or the appearance of a conflict, between the interest of the organization and an individual's personal interest. All officers and directors are required to complete an annual conflict of interest statement. The ceo reviews all employee statements and the board chair reviews those for the directors. The board chair and ceo review each others statements. If a conflict arises, after disclosure of the material facts as to both the interest and the transaction, the chairman of the board or president (as applicable) will determine whether the transaction requires authorization in accordance with the conflict of interest policy. Directors involved in a potential conflict of interest may not vote on such transaction.”

“Human resources staff compiles data and information from independent compensation vendors and comparability data results are forwarded to board chair and ad hoc board ceo committee for review. The chair recommends compensation to the board committee, which then decides and approves compensation amounts. This process is performed annually and documented contemporaneously. For leadership and other staff: human resources staff compile market salary information from independent vendors and comparability data. Compensation amounts are reviewed annually by human resources staff and approved by the ceo. Documentation is internal within the human resources department.”

“The audited financial statements are made available upon request. Governing documents and conflict of interest policy are available upon request. There have been no changes in the process from the prior year.”

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