2023-10-16T08:37:40-05:00 2022-11-30 410746749 CLIFTONLARSONALLEN LLP 901 N GLEBE ROAD SUITE 200 ARLINGTON VA 22203 990 2021-12-01 530115150 NATIONAL COUNCIL OF FARMER COOPERATIVES NATI 2026268700 50 F STREET NW 900 WASHINGTON DC 20001 MARLIS CARSON SENIOR VICE PRESIDENT 2026268700 2023-10-15 1 MARLIS CARSON 999009999 ROBERT WILLIAMS P01345960 5712279500 2023-10-15 3 AAL1 IAL1 2021 2023-04-26 12:10:37Z MARLIS CARSON 50 F STREET NW 900 WASHINGTON DC 20001 6663479 0 X WWW.NCFC.ORG X 1929 IL PROMOTE INTERESTS OF COOPERATIVE FARM INDUSTRY. 69 69 12 0 0 0 3200 34100 4734102 5541458 278702 150479 491885 549070 5507889 6275107 0 0 0 0 3115219 3087324 0 0 0 1786650 2718979 4901869 5806303 606020 468804 7136808 7007934 2708537 2726383 4428271 4281551 X TO ADVANCE THE BUSINESS AND POLICY INTERESTS OF AMERICA'S COOPERATIVES AND OTHER FARMER-OWNED ENTERPRISES. 0 0 GOVERNMENT/PUBLIC SERVICES - SERVES AS A MEDIUM FOR DEVELOPING UNDERSTANDING AND MUTUAL HELPFULNESS AMONG AGRICULTURE COOPERATIVES AND THE FARMERS WHO OWN & CONTROL THEM. COOPERATIVE BUSINESS TRADE - FORMULATE AND ADVOCATE POLICIES OF COMMON BENEFIT TO FARMERS AND THEIR COOPERATIVES, REPRESENT BEST INTERESTS BEFORE GOVERNMENT, FURTHER PUBLIC UNDERSTANDING, FOSTER CLIMATE OF GROWTH. TEACH, PROMOTE RESEARCH, DISSEMINATE INFORMATION RELATING TO THE SCIENCE OF COOPERATION, WITH THE PARTICULAR REFERENCE TO ECONOMIC, SOCIOLOGICAL AND LEGAL PHASES THEREOF. PROVIDE EDUCATION AND INFORMATION TO PROFESSIONALS SERVING FARMER COOPERATIVES, EMPHASIZING LEGAL, TAX AND ACCOUNTING DEVELOPMENTS IMPACTING COOPERATIVES. 0 1 0 1 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 21 0 12 0 0 0 0 0 0 0 0 0 X 69 69 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 0 0 X MARLIS CARSON SENIOR VICE PRESIDENT 2028790825 50 F STREET NW SUITE 900 WASHINGTON DC 20001 THOMAS HALVERSON CHAIRMAN 1.00 X X 0 0 0 JIM SPRADLIN FORMER CHAIRMAN 1.00 X X 0 0 0 JAY DEBERTIN VICE CHAIRMAN 1.00 X X 0 0 0 TIM AMERSON DIRECTOR 1.00 X 0 0 0 TOM ASTRUP DIRECTOR 1.00 X 0 0 0 BILL BEATON DIRECTOR 1.00 X 0 0 0 STEVEN BECRAFT DIRECTOR 1.00 X 0 0 0 JASON BRANCEL DIRECTOR 1.00 X 0 0 0 KEVIN BRINKLEY DIRECTOR 1.00 X 0 0 0 JAY BRYANT DIRECTOR 1.00 X 0 0 0 SAM BUGARSKY DIRECTOR 1.00 X 0 0 0 MIKE BUMGARNER DIRECTOR 1.00 X 0 0 0 PAUL BUSH DIRECTOR 1.00 X 0 0 0 MATT CARSTENS DIRECTOR 1.00 X 0 0 0 HAROLD COOPER DIRECTOR 1.00 X 0 0 0 JAMES DEATHERAGE DIRECTOR 1.00 X 0 0 0 CARL DICKINSON DIRECTOR 1.00 X 0 0 0 JOE DIGLIO DIRECTOR 1.00 X 0 0 0 STEVE DOMM DIRECTOR 1.00 X 0 0 0 DAWN DRAKE DIRECTOR 1.00 X 0 0 0 LARRY ENSFIELD DIRECTOR 1.00 X 0 0 0 RJ GRAY DIRECTOR 1.00 X 0 0 0 CHAD GREGORY DIRECTOR 1.00 X 0 0 0 TOM HAUSCHEL DIRECTOR 1.00 X 0 0 0 TOM HAYES DIRECTOR 1.00 X 0 0 0 OSCAR HOUSE DIRECTOR 1.00 X 0 0 0 RICH HUDGINS DIRECTOR 1.00 X 0 0 0 SHANNON HUFF DIRECTOR 1.00 X 0 0 0 JON IHLER DIRECTOR 1.00 X 0 0 0 PETE KAPPELMAN DIRECTOR 1.00 X 0 0 0 MARK KLOMPIEN DIRECTOR 1.00 X 0 0 0 BRUCE KREHBIEL DIRECTOR 1.00 X 0 0 0 DANE LANCE DIRECTOR 1.00 X 0 0 0 CURT LARSON DIRECTOR 1.00 X 0 0 0 JOHN MCCREEDY DIRECTOR 1.00 X 0 0 0 JEFF MIZE DIRECTOR 1.00 X 0 0 0 RIVERS MYRES DIRECTOR 1.00 X 0 0 0 SETH OOSTENINK DIRECTOR 1.00 X 0 0 0 HARRY OVERLY DIRECTOR 1.00 X 0 0 0 AMIE PALA DIRECTOR 1.00 X 0 0 0 CHRIS PEARSON DIRECTOR 1.00 X 0 0 0 JIM PHILLIPS DIRECTOR 1.00 X 0 0 0 HANK REICHLE DIRECTOR 1.00 X 0 0 0 BRENT ROGGIE DIRECTOR 1.00 1.00 X 0 0 0 EMILY ROONEY DIRECTOR 1.00 X 0 0 0 CHRIS SCHAFFER DIRECTOR 1.00 X 0 0 0 GREG SCHLAFER DIRECTOR 1.00 X 0 0 0 GEORGE SECOR DIRECTOR 1.00 X 0 0 0 MATTHEW SMORCH DIRECTOR 1.00 X 0 0 0 BRAD STEDMAN DIRECTOR 1.00 X 0 0 0 KEVIN STILL DIRECTOR 1.00 X 0 0 0 JEFFREY SWANHORST DIRECTOR 1.00 X 0 0 0 JEFF TROIKE DIRECTOR 1.00 X 0 0 0 TIM TROTTER DIRECTOR 1.00 X 0 0 0 BRUCE VERNON DIRECTOR 1.00 X 0 0 0 ERNIE VERSLUES DIRECTOR 1.00 X 0 0 0 CHRIS VINCENT DIRECTOR 1.00 X 0 0 0 DAN VINCENT DIRECTOR 1.00 X 0 0 0 ERIC WANJURA DIRECTOR 1.00 X 0 0 0 ROCKY WEBER DIRECTOR 1.00 X 0 0 0 STACEY WEBSTER DIRECTOR 1.00 X 0 0 0 GREGORY WICKHAM DIRECTOR 1.00 X 0 0 0 MITCH WILLIAMS DIRECTOR 1.00 X 0 0 0 KARL ZIMMER DIRECTOR 1.00 X 0 0 0 CHARLES CONNER PRESIDENT 40.00 1.00 X 802940 0 20652 MARLIS CARSON SVP/TREASURER/SECRETARY 40.00 1.00 X 283615 0 22231 KEVIN NATZ VICE PRESIDENT 40.00 X 222012 0 31436 LISA KELLEY VAN DOREN VICE PRESIDENT 40.00 X 232040 0 46658 JUSTIN DARISSEE VICE PRESIDENT 40.00 X 138928 0 27349 MARY NOWAK DIRECTOR OF GOVERNMENT AFF 1.00 X 138129 0 17350 KELSEY BILLINGS DIRECTOR OF SUSTAINABILITY 40.00 X 106437 0 42188 BONITA HARRISON DIRECTOR OF FINANCE 40.00 X 106369 0 16015 2030470 0 223879 8 0 1 0 FOOD DIRECTIONS 2 LLC 4806 WESTWARD VIEW ROAD SHADY SIDE MD 20764 CATERING 225000 CAPITOL TAX PARTNERS 101 CONSTITUTION AVENUE NW SUITE 6 WASHINGTON DC 20001 LOBBYING 217500 THE RUSSEL GROUP 1919 SOUTH EADS STREET SUITE 103 ARLINGTON VA 22202 LOBBYING 154931 CLIFTONLARSONALLEN 220 S 6TH STREET SUITE 300 MINNEAPOLIS MN 55402 ACCOUNTING 130130 4 34100 34100 MEMBERSHIP DUES 900099 4723620 4723620 REGISTRATIONS 900099 596739 596739 SPONSORSHIPS 900099 221099 221099 5541458 146147 146147 525931 0 525931 525931 525931 392704 388372 4332 4332 4332 MISC INCOME 900099 14379 14379 REIMBURSEMENTS 900099 4640 4640 INFO FAIR ENTRY FEES 900099 4120 4120 23139 6275107 5343498 0 897509 1703835 750804 354737 150910 127038 159952 223982 17086 285703 82784 756 762037 48827 564161 88772 60280 MEMBER RELATIONS & DEV 364428 SUBSCRIPTION MATERIAL A 44529 EDUCATION, TRAINING, PR 4386 LOSS DISPOSAL OF LEASEH 2729 8567 5806303 1358288 2271037 283659 394259 441969 106587 254444 121207 1840385 781866 1148870 1058519 3649578 3056325 7136808 7007934 347275 338605 112295 187607 2248967 2200171 2708537 2726383 X 4428271 4428269 4428271 4281551 7136808 7007934 468804 -615524 0 X 0 1 X 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 4723620 1466883 -134774 1332109 1511558 -179449 1601592 660236 941356 65070 64174 896 173723 57456 116267 1058519 DEFERRED RENT/ DEFERRED LEASEHOLD IMPORVEMENT INCENTIVES 2170040 SECURITY DEPOSIT 8500 SPECIAL PROJECTS 21631 2200171 X PART X, LINE 2: NATIONAL COUNCIL OF FARMER COOPERATIVES (NCFC) IS RECOGNIZED AS A TAX-EXEMPT ORGANIZATION UNDER IRC SECTION 501(C)(6), AND IS EXEMPT FROM INCOME TAXES EXCEPT FOR TAXES ON UNRELATED BUSINESS ACTIVITIES. FOR THE YEARS ENDED NOVEMBER 30, 2022 AND 2021, NO TAX EXPENSE IS RECORDED IN THE CONSOLIDATED FINANCIAL STATEMENTS, AS THERE WAS NO UNRELATED BUSINESS TAXABLE INCOME. MANAGEMENT EVALUATED THE COUNCIL'S TAX POSITIONS AND CONCLUDED THAT THE COUNCIL'S CONSOLIDATED FINANCIAL STATEMENTS DO NOT INCLUDE ANY UNCERTAIN TAX POSITIONS. X X 0 0 0 CHARLES CONNER PRESIDENT 607327 0 194353 0 1260 0 10292 0 10360 0 823592 0 0 0 MARLIS CARSON SVP/TREASURER/SECRETARY 268762 0 13593 0 1260 0 8222 0 14009 0 305846 0 0 0 LISA KELLEY VAN DOREN VICE PRESIDENT 219733 0 11527 0 780 0 6972 0 39686 0 278698 0 0 0 KEVIN NATZ VICE PRESIDENT 210278 0 10657 0 1077 0 5926 0 25510 0 253448 0 0 0 JUSTIN DARISSEE VICE PRESIDENT 131650 0 6851 0 427 0 0 0 27349 0 166277 0 0 0 MARY NOWAK DIRECTOR OF GOVERNMENT AFF 131277 0 6633 0 219 0 4211 0 13139 0 155479 0 0 0 FORM 990, PART VI, SECTION A, LINE 1A THERE SHALL BE AN EXECUTIVE COUNCIL CONSISTING OF THE FOLLOWING PERSONS: (A) TWELVE (12) MEMBERS OF THE COUNCIL, CONSISTING OF THREE (3) PERSONS FROM EACH OF THE REGIONS, WHO SHALL BE ELECTED BY THE VOTING MEMBERS, IN EACH RESPECTIVE REGION ON THE BASIS OF ONE-MEMBER ONE-VOTE. THE CHAIRMAN SHALL APPOINT AN ELECTION COORDINATOR FOR EACH REGION FROM AMONG THE VOTING MEMBERS IN THE RESPECTIVE REGIONS. ELECTIONS MAY BE CONDUCTED BY MAIL BALLOT UNLESS A MAJORITY OF THE VOTING MEMBERS IN THE REGION NOTIFY THE ELECTION COORDINATOR AND REQUEST A MEETING FOR SUCH PURPOSE. IF FOR ANY REASON AN ELECTED POSITION ON THE EXECUTIVE COUNCIL BECOMES VACANT, THE ELECTION COORDINATOR FOR THE AFFECTED REGION SHALL BE RESPONSIBLE FOR CONDUCTING AN ELECTION TO DESIGNATE A SUCCESSOR. VACANCIES SHALL BE FILLED ON THE BASIS OF ONE-MEMBER ONE-VOTE. NO INDIVIDUAL MAY SERVE CONSECUTIVE TERMS AS ELECTION COORDINATOR, AND (B) FOUR (4) ALTERNATE MEMBERS, CONSISTING OF ONE PERSON FROM EACH OF THE REGIONS, WHO SHALL BE APPOINTED BY THE CHAIRMAN. ALTERNATE MEMBERS MAY ATTEND ALL EXECUTIVE COUNCIL MEETINGS AND MAY VOTE ON ALL MATTERS PUT BEFORE THE EXECUTIVE COUNCIL.(C) SUCH NUMBER OF MEMBERS OF THE COUNCIL AS SHALL REPRESENT MEMBERS OF THEM. ASSOCIATION WHOSE ANNUAL DUES EQUAL OR EXCEED $100,000 IN THE CURRENT FISCAL YEAR OF THE ASSOCIATION, PROVIDED, HOWEVER, THAT THE TOTAL NUMBER OF REPRESENTATIVES OF SUCH DUES PAYING MEMBERS SO APPOINTED SHALL NOT EXCEED THE TOTAL NUMBER OF EXECUTIVE COUNCIL MEMBERS ENTITLED TO BE ELECTED AND IF THE NUMBER THAT COULD BE SO APPOINTED EXCEEDS TWELVE, ONLY THE TWELVE HIGHEST DUES PAYING MEMBERS SHALL BE ELIGIBLE TO APPOINT REPRESENTATIVES TO THE EXECUTIVE COUNCIL, AND (D) THE IMMEDIATE PAST CHAIRMAN OF THE COUNCIL, AND (E) ONE STATE COOPERATIVE COUNCIL REPRESENTATIVE ELECTED BY THE MEMBERS OF THE COUNCIL TO SERVE FOR A TWO-YEAR TERM BEGINNING IN JANUARY OF EACH ODD-NUMBERED YEAR. ONLY PERSONS WHO ARE MEMBERS OF THE COUNCIL SHALL BE ELIGIBLE TO SERVE ON THE EXECUTIVE COUNCIL. THE EXECUTIVE COUNCIL SHALL HAVE CHARGE OF THE DIRECTION OF THE BUSINESS AND AFFAIRS OF THE ASSOCIATION IN THE INTERIM BETWEEN MEETINGS OF THE COUNCIL. THE EXECUTIVE COUNCIL SHALL AT ALL TIMES ACT UNDER THE DIRECTION AND CONTROL OF THE COUNCIL AND SHALL REPORT ANY ACTIONS TO THE COUNCIL NO LATER THAN ITS NEXT MEETING. FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION HAS TWO CATEGORIES OF MEMBERSHIP: 1. VOTING 2. NON-VOTING. VOTING MEMBERS CONSIST OF THE FOLLOWING: (1) ANY AGRICULTURAL COOPERATIVE ASSOCIATION OF THE TYPE DESCRIBED IN SECTION 15 (A) OF THE AGRICULTURAL MARKETING ACT, APPROVED JUNE 15, 1929, AS AMENDED [49 STAT 317, 12 USCA 1141J (A)] WHICH IS ELIGIBLE TO BORROW FROM A BANK FOR COOPERATIVES, OR A FEDERATION OF TWO OR MORE SUCH COOPERATIVE ASSOCIATIONS, OR ANY AGRICULTURAL ORGANIZATION, INCLUDING BUT NOT LIMITED TO LIMITED LIABILITY COMPANIES, PARTNERSHIPS, AND CORPORATIONS, WHICH IS OWNED AND CONTROLLED BY FARMERS OR RANCHERS OR BY AN AGRICULTURAL COOPERATIVE OWNED AND CONTROLLED BY FARMERS OR RANCHERS. (2) ANY BANK CHARTERED UNDER TITLE I OR III OF THE FARM CREDIT ACT, APPROVED DECEMBER 10, 1971, AS AMENDED [85 STAT 583, 12 USCA 2001 ET SEQ.]. NON-VOTING MEMBERS. THE FOLLOWING ORGANIZATIONS SHALL BE ELIGIBLE FOR NON-VOTING MEMBERSHIP IN THIS ASSOCIATION: (1) ANY ENTITY DESCRIBED IN SUBSECTION A (A) ABOVE THAT DOES NOT CONTRIBUTE AT LEAST THE MINIMUM DUES ESTABLISHED FOR VOTING MEMBERSHIP BY THE COUNCIL; (2) ANY LOCAL COOPERATIVE AFFILIATED WITH A VOTING MEMBER OF THIS ASSOCIATION; (3) ANY SUBSIDIARY CONTROLLED BY A VOTING MEMBER OR MEMBERS OF THIS ASSOCIATION; AND (4) ANY STATE COOPERATIVE COUNCIL, CORPORATE OR OTHERWISE, ORGANIZED AND FUNCTIONING AS AN EDUCATIONAL, LEGISLATIVE, OR SERVICE ORGANIZATION FOR THE ENCOURAGEMENT OF AGRICULTURAL COOPERATIVE ASSOCIATIONS AND THEIR MEMBERS. (5) ANY BARGAINING COOPERATIVE: THE ORGANIZATIONS DESCRIBED IN PARAGRAPHS (1) AND (2) ABOVE SHALL ALSO BE REFERRED TO AS ASSOCIATE MEMBERS. INDIVIDUALS. THE FOLLOWING INDIVIDUALS SHALL BE ELIGIBLE TO BECOME NON-VOTING MEMBERS OF THIS ASSOCIATION: (A) EMPLOYEES OF NCFC MEMBER ORGANIZATIONS, (B) DIRECTORS OF NCFC MEMBER ORGANIZATIONS, (C) INDIVIDUAL FARMER MEMBERS OF NCFC MEMBER ORGANIZATIONS; AND (D) MEMBERS OF NCFC'S LEGAL, TAX AND ACCOUNTING AND GOVERNMENT AFFAIRS COMMITTEES. UPON ELECTION TO MEMBERSHIP, EACH VOTING MEMBER SHALL BE ASSIGNED TO ONE OF THE FOLLOWING GEOGRAPHIC REGIONS: WEST, NORTH CENTRAL, SOUTH CENTRAL AND EAST. FORM 990, PART VI, SECTION A, LINE 7A THE AFFAIRS OF THE ASSOCIATION ARE GOVERNED BY A BOARD OF DIRECTORS REFERRED TO AS THE COUNCIL. EACH VOTING MEMBER OF THE ASSOCIATION SHALL HAVE THE RIGHT TO APPOINT A REPRESENTATIVE TO THE COUNCIL. IN ADDITION, FOUR STATE COOPERATIVE COUNCIL REPRESENTATIVES SHALL BE ELECTED BY THE MEMBERS OF THE COUNCIL. STATE COOPERATIVE COUNCIL MEMBERS SHALL NOMINATE, FROM AMONG THEIR OFFICIAL REPRESENTATIVES TO THE ASSOCIATION, FOUR INDIVIDUALS TO SERVE AS MEMBERS OF THE COUNCIL. BARGAINING COOPERATIVE MEMBERS SHALL NOMINATE, FROM AMONG THEIR OFFICIAL REPRESENTATIVES TO THE ASSOCIATION, TWO INDIVIDUALS TO SERVE AS MEMBERS OF THE COUNCIL. FORM 990, PART VI, SECTION A, LINE 7B COUNCIL MEMBERS VOTE ON THE FOLLOWING: BUDGETING, POLICY RECOMMENDATIONS, ELECTION OF OFFICERS, APPROVAL OF MEMBERSHIP APPLICATIONS. EACH MEMBER HAS ONE VOTE. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY THE ORGANIZATION'S PUBLIC ACCOUNTING FIRM BASED ON INFORMATION PROVIDED BY MANAGEMENT. ONCE A DRAFT OF THE FILING IS AVAILABLE, IT IS REVIEWED BY THE TREASURER, AUDIT COMMITTEE, AND BOARD OF DIRECTORS PRIOR TO SUBMISSION TO THE IRS. FORM 990, PART VI, SECTION B, LINE 12C THE PURPOSE OF THIS CONFLICT OF INTEREST POLICY IS TO PROTECT THE INTERESTS OF THE NATIONAL COUNCIL OF FARMER COOPERATIVES (NCFC) WHEN IT IS CONTEMPLATING ENTERING INTO A TRANSACTION OR ARRANGEMENT THAT MIGHT BENEFIT THE PRIVATE INTEREST OF AN OFFICER OR DIRECTOR OF NCFC. ANY DIRECTOR, PRINCIPAL OFFICER, OR MEMBER OF A COMMITTEE WITH GOVERNING BOARD DELEGATED POWERS, WHO HAS A DIRECT OR INDIRECT FINANCIAL INTEREST, AS DEFINED BELOW, IS AN INTERESTED PERSON PLUS COVERED UNDER THE POLICY. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO 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 DISCUSSION WITH THE INTERESTED PERSON, HE/SHE SHALL LEAVE THE GOVERNING BOARD OR COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE GOVERNING BOARD OR COMMITTEE MEETING, BUT AFTER THE PRESENTATION, HE/SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, 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 NCFC 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 NCFC'S 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. FORM 990, PART VI, SECTION B, LINE 15A THE EXECUTIVE COUNCIL REVIEWS THE CEO'S COMPENSATION EACH YEAR THROUGH THE FOLLOWING PROCESS. THE BOARD CHAIRMAN SURVEYS EXECUTIVE COUNCIL MEMBERS FOR THEIR FEEDBACK ON THE CEO'S PERFORMANCE BASED ON A LIST OF CRITERIA. THE CEO ALSO COMPLETES A SELF-EVALUATION. THE EXECUTIVE COUNCIL MEETS TO REVIEW THE SURVEY RESULTS AND THE CEO'S SELF-EVALUATION, AND TO DISCUSS HIS/HER PERFORMANCE GOALS AND ACHIEVEMENTS. THEY THEN USE THE RESULTS OF THE SURVEY AND DATA FROM SIMILARLY SITUATED AG-RELATED ORGANIZATIONS TO DETERMINE THE CEO'S COMPENSATION AND BENEFITS. WITH REGARD TO COMPENSATION OF KEY EMPLOYEES, THE CEO MAKES THOSE DETERMINATIONS FOLLOWING PERFORMANCE REVIEW WITH EACH OF THE KEY EMPLOYEES TO REVIEW PERFORMANCE GOALS AND ACHIEVEMENTS. THE CEO USES COMPENSATION DATA FROM SIMILARLY SITUATED AGRICULTURAL ORGANIZATIONS TO DETERMINE COMPENSATION LEVELS. FORM 990, PART VI, SECTION C, LINE 18 THE ORGANIZATION MAKES FORM 990 AVAILABLE UPON REQUEST. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE UPON REQUEST. NCFC EDUCATION FOUNDATION 50 F STREET NW WASHINGTON DC 20001 526045207 CARRY OUT CHARITABLE AND EDUCATIONAL PURPOSE OF NCFC DC 501(C)(3) LINE 12A, I NATIONAL COUNCIL OF FARMER COOPERATIVES 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 NCFC EDUCATION FOUNDATION P 21874 FMV