Agricultural Research Foundation

“The executive committee consists of the president two vice presidents the secretary treasurer and two members at large. All are on the governing body. While major decisions are voted on by the full board the executive committee does have the authority to make some decisions on behalf of the entire organization. These decisions are later reported to the full board.”

“The form 990 is prepared in-house by the organizations management. Once a draft of the filing is available it is sent to the treasurer and audit committee chair for review prior to filing.”

“1 duty to disclose: in connection with any actual or possible conflict of interest an interested person must disclose the existence and nature of his or her financial interest to the directors and members of committees with board-delegated powers considering the proposed transaction or arrangement. 2 determining whether a conflict of interest exists: after disclosure of the financial interest the interested person shall leave the board or committee meeting while the financial interest is discussed. The remaining board or committee members shall determine if a conflict of interest exists by vote wherein a majority of the votes cast shall be required to establish that a conflict exists. 3 procedures for addressing the conflict of interests: the president 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 board or committee shall determine whether the corporation can obtain a more advantageous transaction or arrangement with reasonable efforts 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 attainable under circumstances that would not give rise to a conflict of interest the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporations best interest and for its own benefit and whether the transaction is fair and reasonable to the corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. The director who is the subject of the conflict of interest shall not participate in the deliberations except to answer questions and shall not be present in the room during the deliberations or vote. 4 violations of the conflict of interest policy: if the board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflict of interest or has breached the fiduciary duty to keep board discussions confidential it shall inform the member of thie basis for such belief and afford the member an opportunity to explain the alleged failure to disclose or breach. If after hearing the response of the member and making such further investigation as may be warranted in the circumstances the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest or has breached the fiduciary duty to keep board discussions confidential it shall take appropriate disciplinary and corrective action. The conflict of interest policy is reviewed and signed by each director and staff annually.”

“Compensation process for top management officials and other officers: the personnel committee reviews and evaluates the performance of the executive director and other officers proposes compensation and then makes recommendations to the board of directors for approval. The board uses comparable positions at oregon state university and other similar organizations as benchmarks for all positions. The process described here was last completed in 2024.”

“The organization makes it governing documents and conflict of interest policy available upon request. Financials statements are available on the organizations website.”

“| Explanation:| THE PROCESS FOR OVERSEEING AND SELECTING AN INDEPENDENT ACCOUNTANT HAS NOT CHANGED FROM THE PRIOR YEAR.”