Impact Capital

“The board of directors has an executive committee consisting of the officers of the board, the loan review committee chair, and other directors as may be appointed by the board of directors. The executive committee has all of the authority of the board except that the executive committee does not have authority to (a) amend, alter or repeal the bylaws; (b) elect, appoint or remove any board member, officer or committee member; (c) amend the articles of incorporation; (d) adopt a plan of merger or adopt a plan of consolidation with another corporation; (d) authorize the sale, lease or exchange of all or substantially all of the organization's property and assets outside of the ordinary course of business; (e) authorize the organization's voluntary dissolution or revoke proceedings therefor; (f) adopt a plan for the distribution of the organization's assets; or (g) amend, alter or repeal any resolution of the board of directors which by its terms provides that it shall not be amended, altered or repealed by such committee.”

“The only meetings that have minutes are the board meeting and the loan committee meeting. Notes are not taken at the executive/finance committee. That meeting only has an agenda and relevant documentation.”

“Prior to filing a draft 990 was reviewed by the cfo/coo, then by the executive & finance committee, after which it was provided to all board members for approval.”

“Impact capital has a conflict of interest policy that applies to all officers, directors and members of committees with board-delegated powers. A conflict of interest disclosure form is completed by each covered individual annually. In connection with any actual or possible conflict of interest, the individual is required to disclose the interest and is given the opportunity to disclose all material facts, after which the individual is excluded from all further discussions, actions and votes on the matter. The remaining board/committee members determine whether a conflict actually exists. The board/committee may investigate alternative transactions that do not involve a conflict of interest. After exercising due diligence, the board/committee determines whether to enter the transaction. If the board/committee has reason to believe a person has failed to disclose a conflict of interest, the individual is given the opportunity to explain the alleged failure. If the board/committee determines that a failure did occur, appropriate disciplinary and/or corrective actions are taken.”

“A salary survey is used annually to evaluate reasonable compensation for all executive positions. The executive director's compensation is reviewed and approved by the board of directors. Other executive compensation is reviewed by the board of directors but is evaluated and approved by the ceo. This process last occurred in 2024.”

“The organization's governing documents, financial statements and conflict of interest policy are available upon request.”