2023-11-15T18:19:29-06:00 2022-12-31 420714325 RSM US LLP 1001 WATER ST STE 500 TAMPA FL 33602 990 2022-01-01 530026315 THE AMERICAN PUBLIC POWER ASSOCIATION AMER 2024672900 2451 CRYSTAL DR 1000 ARLINGTON VA 22202 HARRY R OLIBRIS SVP, FINANCE & ADMIN. AND CFO 2024672900 2023-11-10 1 HARRY OLIBRIS XXX-XX-XXXX 1 KRISTEN BARNETT P01234578 8133162300 2023-11-10 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z JOY E DITTO 2451 CRYSTAL DR 1000 ARLINGTON VA 22202 28441080 0 X WWW.PUBLICPOWER.ORG X 1940 DC PROMOTING THE INTERESTS OF COMMUNITY-OWNED UTILITIES ACROSS THE COUNTRY 37 37 88 45 438776 0 778207 2062060 22390176 23599125 412304 52422 428550 931694 24009237 26645301 1297058 1104202 0 0 11717855 11357162 0 0 0 7708488 13167679 20723401 25629043 3285836 1016258 27597409 34351952 13667527 20209027 13929882 14142925 X PURPOSE STATEMENT: APPA PARTNERS WITH ITS MEMBERS TO PROMOTE PUBLIC POWER, HELPING COMMUNITY-OWNED UTILITIES DELIVER SUPERIOR SERVICES THROUGH JOINT ADVOCACY, EDUCATION, AND COLLABORATION. VISION STATEMENT: SHAPING THE FUTURE OF PUBLIC POWER TO DRIVE A NEW ERA OF COMMUNITY-OWNED ELECTRIC SERVICE. 0 0 EDUCATION/TRAINING: ANNUAL CONFERENCE, SPECIALIZED WORKSHOPS, 25+ TRAINING SESSIONS ON RATE DESIGN, POLICY MAKING, UTILITY ACCOUNTING, COST SERVICES, ETC. MEMBER SERVICES: INFORMATION GATHERING AND ANALYSIS, ON LEGISLATIVE, REGULATORY, TECHNICAL, AND STATISTICAL ISSUES. TECHNICAL AND OPERATIONS SERVICES:THE TECHNICAL AND OPERATIONS SERVICES DEPARTMENT (TOSO) PROVIDES TECHNICAL ASSISTANCE TO INTERNAL PROGRAMS/DEPARTMENTS AND THE APPA MEMBERSHIP. THE DEPARTMENT STAFF REPRESENTS APPA ON CODE/STANDARD MAKING COMMITTEES AND FILES COMMENTS OR PROVIDES TESTIMONY AS NECESSARY BEFORE FEDERAL AGENCIES SUCH AS EPA, OSHA/DOL, DOE, OMB, FMCSA, EIA, NERC AND DHS/FEMA. THE TOSO IS RESPONSIBLE FOR THE PUBLIC POWER LINEWORKERS RODEO, THE APPA SAFETY MANUAL, THE RELIABLE PUBLIC POWER PROVIDER (RP3) PROGRAM, THE E-RELIABILITY TRACKER PROGRAM, THE MUTUAL AID PROGRAM, AND ASSISTS THE EDUCATION DEPARTMENT WITH PROGRAMMING FOR THE ENGINEERING & OPERATIONS CONFERENCE. THE TOSO SPEARHEADS THE ASSOCIATION'S WORK ON SEVERAL COOPERATIVE AGREEMENTS UNDER MANAGEMENT WITH THE DEPARTMENT OF ENERGY (DOE) TOTALING OVER $12.3M. ALONG WITH A SMALL GRANT FROM THE DEPARTMENT OF LABOR (DOL) FOR $160K.DEMONSTRATION OF ENERGY & EFFICIENCY DEVELOPMENTS (DEED) PROGRAMAPPA'S DEMONSTRATION OF ENERGY & EFFICIENCY DEVELOPMENTS (DEED) PROGRAM IS THE ONLY RESEARCH AND DEMONSTRATION PROGRAM FUNDED BY AND FOR PUBLIC POWER UTILITIES. ESTABLISHED IN 1980, DEED IS DEDICATED TO IMPROVING THE OPERATIONS AND SERVICES OF PUBLIC POWER UTILITIES BY SUPPORTING AND DEMONSTRATING ITS MEMBERS' INNOVATIVE ACTIVITIES THROUGH RESEARCH, FUNDING, AND EDUCATION. DEED MEMBERS PILOT-TEST CUTTING-EDGE TECHNOLOGIES, EVALUATE NEW SERVICE OFFERINGS, CREATE NEW RESOURCES AND TOOLS, AND SHARE THE KNOWLEDGE GAINED THROUGH THE PROGRAM WITH THEIR PUBLIC POWER PEERS. DEED ALSO AWARDS SCHOLARSHIPS TO SUPPORT AND MENTOR STUDENTS INTERESTED IN ENERGY-RELATED CAREERS OR PERFORMING RESEARCH AND INTERNSHIPS WITH PUBLIC POWER UTILITIES. 0 1 0 1 0 0 0 0 0 1 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 92 0 1 88 1 1 1 0 0 0 1 1 0 0 0 X 37 37 0 0 0 0 1 1 1 1 1 0 0 0 1 1 1 1 1 1 1 0 X HARRY OLIBRIS 2024672900 2451 CRYSTAL DR 1000 ARLINGTON VA 22202 JOLENE THOMPSON CHAIR (THRU 6/22) 1.00 X X 0 0 0 ANTHONY CANNON CHAIR, EXEC COMMITTEE MMBR 1.00 X X 0 0 0 NICHOLAS LAWLER VICE-CHAIR; EXEC COMMITTEE MMBR 1.00 X X 0 0 0 LAYNE BURNINGHAM TREASURER, EXEC COMMITTEE MMBR 1.00 X X 0 0 0 COLIN HANSEN IMMEDIATE PAST CHAIR; EXEC COMM MMBR 1.00 X X 472 0 0 DAVID OSBURN CHAIR-ELECT, EXEC COMMITTEE MMBR 1.00 X X 0 0 0 DANIEL BEANS PE BOARD MEMBER; EXEC COMMITTEE MMBR 1.00 X 0 0 0 JAMES BROOKS EX-OFFICIO, BOARD MEMBER 1.00 X 0 0 0 CHUCK BRYANT BOARD MEMBER 1.00 X 0 0 0 ELLEN BURT BOARD MEMBER 1.00 X 0 0 0 DAVID CARROLL BOARD MEMBER 1.00 X 0 0 0 BRET CARROLL BOARD MEMBER 1.00 X 0 0 0 THOMAS FALCONE BOARD MEMBER 1.00 X 0 0 0 JAMES FULLER BOARD MEMBER 1.00 X 0 0 0 NICKI FULLER BOARD MEMBER, EX-OFFICIO 1.00 X 0 0 0 EDWARD GERAK BOARD MEMBER 1.00 X 0 0 0 DAVID GESCHWIND BOARD MEMBER 1.00 X 0 0 0 JASON GREY BOARD MEMBER 1.00 X 0 0 0 JOHN HAARLOW BOARD MEMBER; EXEC COMMITTEE MMBR 1.00 X 0 0 0 JONATHAN HAND BOARD MEMBER; EXEC COMMITTEE MMBR 1.00 X 0 0 0 ROY JONES BOARD MEMBER 1.00 X 0 0 0 THOMAS J KENT BOARD MEMBER; EXEC COMMITTEE MMBR 1.00 X 0 0 0 EDWARD KRIEGER BOARD MEMBER 1.00 X 0 0 0 PAUL LAU BOARD MEMBER 1.00 X 0 0 0 DAVID LEATHERS BOARD MEMBER 1.00 X 0 0 0 JOEL LEDBETTER BOARD MEMBER 1.00 X 0 0 0 BEATRICE P LIMTIACO BOARD MEMBER 1.00 X 0 0 0 PAUL MAHLBERG BOARD MEMBER 1.00 X 0 0 0 LAURIE MANGUM BOARD MEMBER 1.00 X 0 0 0 GARY D MILLER BOARD MEMBER 1.00 X 0 0 0 RUSSELL OLSON BOARD MEMBER; EXEC COMMITTEE MMBR 1.00 X 0 0 0 MICHAEL PETERS BOARD MEMBER; EXEC COMMITTEE MMBR 1.00 X 0 0 0 ANTHONY POCHARD BOARD MEMBER 1.00 X 0 0 0 DEBORAH J SMITH BOARD MEMBER 1.00 X 0 0 0 BRIAN SOLSBEE BOARD MEMBER 1.00 X 0 0 0 LYNNE TEJEDA BOARD MEMBER 1.00 X 0 0 0 DAVID WALTERS BOARD MEMBER 1.00 X 0 0 0 DARREL WENZEL BOARD MEMBER 1.00 X 0 0 0 JOHN BENAVENTE PE BOARD MEMBER (THRU 6/22) 1.00 X 0 0 0 JIM FERRELL BOARD MEMBER (THRU 6/22) 1.00 X 0 0 0 HUGH GRUNDEN BOARD MEMBER (THRU 6/22) 1.00 X 0 0 0 ROBERT S LUKE BOARD MEMBER (THRU 6/22) 1.00 X 0 0 0 JASON MCPHERSON BOARD MEMBER (THRU 6/22) 1.00 X 0 0 0 KIMBERLY SCHLICHTING BOARD MEMBER (THRU 6/22) 1.00 X 0 0 0 STEPHEN J WRIGHT BOARD MEMBER (THRU 6/22) 1.00 X 0 0 0 HARRY OLIBRIS CFO 40.00 X 343236 0 63923 JOY DITTO CEO 40.00 X 750007 0 68398 ALEX HOFMANN VP, TECH./OP. SRVCS (THRU 7/22) 40.00 X 180622 0 38553 JEFFREY HAAS SVP, MEMBERSHIP 40.00 X 290960 0 66543 DESMARIE WATERHOUSE VP, GOVT. RELATIONS & COUNSEL 40.00 X 288177 0 52114 URSULA SCHRYVER VP, EDUCATION 40.00 X 232992 0 56780 AMY RIGNEY-GAY VP, HUMAN RESOURCES 40.00 X 221127 0 63414 DELIA PATTERSON SVP, ADVCY/GNRL COUNSL (THRU 9/22) 40.00 X 589179 0 30696 AMY THOMAS SR. GOVT. RELATIONS DIRECTOR 40.00 X 183902 0 35208 CAROLYN SLAUGHTER SR. DIRECTOR ENV. POLICY 40.00 X 192592 0 40538 JOHN MCCAFFREY SR. REGULATORY COUNSEL 40.00 X 247278 0 43729 CORRY MARSHALL SR. GOVT. RELATIONS DIRECTOR 40.00 X 181020 0 27812 BRONSON BROWN SR. DIRECTOR, SAFETY & OP. 40.00 X 195906 0 34169 3897470 0 621877 35 0 1 0 BROWNSTEIN HYATT FARBER SCHRECK LLP 410 SEVENTH STREET STE 2200 DENVER CO 80202 CONSULTING SERVICES 220000 RSM US LLP 331 WEST 3RD STREET STE 200 DAVENPORT IA 52801 AUDIT, TAX AND CONSULTING SERVICES 187780 ELECTRIFICATION STRATEGIES LLC 3625 N POTOMAC ST ARLINGTON VA 22213 CONSULTING SERVICES 101848 3 2056060 6000 2062060 MEMBERSHIP DUES 541800 18127030 18127030 EDUCATION & TRAINING 541800 3567539 3567539 ANNUAL CONFERENCE 541800 1163530 1163530 PUBLICATIONS & SUBS. 541800 567270 302250 265020 WEBSITE ADVERTISING 541800 173756 173756 23599125 306911 306911 1497882 43408 1795779 0 -297897 43408 -254489 -254489 MISCELLANEOUS 900099 931694 931694 931694 26645301 23160349 438776 984116 1104202 3336722 3282336 696126 3416239 625739 70847 49540 221876 1654120 545817 4893879 488457 156874 COOPERATIVE AGREEMENTS 1820155 BOOKS & SUBSCRIPTIONS 820018 AUDIOVISUAL/FILMS/PHOTO 563570 PRINTING 329907 1552619 25629043 14575965 14597376 87134 343850 422872 1471940 600000 0 34725 0 466007 407186 3845493 2070109 2122112 1775384 9154046 8049403 134548 7706813 27597409 34351952 2660440 2708396 7671907 7452276 3335180 10048355 13667527 20209027 X 13924857 14138925 5025 4000 13929882 14142925 27597409 34351952 X 1016258 -992977 189762 X X 0 1 X 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 1 18127030 263020 -751550 -488530 971559 -1460089 SCHEDULE C, PART III: THE AMERICAN PUBLIC POWER ASSOCIATION IS A SERVICE ORGANIZATION REPRESENTING MORE THAN 2,000 MUNICIPAL, COUNTY, AND STATE-OWNED ELECTRIC UTILITY SYSTEMS THROUGH DIRECT MEMBERS AND AFFILIATED ORGANIZATIONS. 1619656 871895 747761 2213237 1191431 1021806 12600 6783 5817 1775384 ARTWORK 50894 DEPOSITS 299672 ROU ASSET 7356247 7706813 POST-RETIREMENT BENEFITS 977578 CAPITAL LEASE LIABILITY 9070777 10048355 25842086 -992977 233170 -759807 26601893 43408 43408 26645301 25629043 0 25629043 0 25629043 PART XI, LINE 2D - OTHER ADJUSTMENTS: NET PERIODIC BENEFIT (COST) OTHER THAN SERVICE COST 233,170. PART XI, LINE 4B - OTHER ADJUSTMENTS: GAIN ON ASSET DISPOSAL 43,408. 1 NEW YORK POWER AUTHORITY 123 MAIN ST WHITE PLAINS NY 10601 131850882 115 82514 0 DEED PROGRAM MANITOWOC PUBLIC UTILITIES 1303 S 8TH STREET PO BOX 1090 MANITOWOC WI 542211090 396005513 115 79900 0 DEED PROGRAM UNIVERSITY OF CALIFORNIA DAVIS 1 SHIELDS AVENUE DAVIS CA 95616 946036494 115 70966 0 DEED PROGRAM CITY OF LOGAN 290 N 100 WEST LOGAN UT 84321 876000243 115 62500 0 DEED PROGRAM CITY OF TACOMA WASHINGTON 747 MARKET ST ROOM 246 TACOMA WA 98402 916001283 115 62500 0 DEED PROGRAM TOWN OF MARBLEHEAD 7 WIDGER ROAD MARBLEHEAD MA 01945 046001210 115 57500 0 DEED PROGRAM NORTHERN WASCO COUNTY PEOPLE'S UTILITY DISTRICT 2345 RIVER ROAD THE DALLES OR 970583551 936001695 115 55000 0 DEED PROGRAM MA MUNICIPAL WHOLESALE ELECTRIC CO 327 MOODY ST LUDLOW MA 01056 042528837 52226 0 DEED PROGRAM NEBRASKA PUBLIC POWER DISTRICT 1414 15TH STREET POST OFFICE BOX 499 COLUMBUS NE 686020499 476000102 115 52187 0 DEED PROGRAM FAYETTEVILLE PUBLIC WORKS COMMISSION 955 OLD WILMINGTON ROAD FAYETTEVILLE NC 28301 566000841 52109 0 DEED PROGRAM CONWAY CORPORATION POST OFFICE BOX 99 650 LOCUST STREET CONWAY AR 72033 716014900 45520 0 DEED PROGRAM CITY PUBLIC SERVICE BOARD 500 MCCULLOUGH AVENUE SAN ANTONIO TX 78215 746002071 115 45170 0 DEED PROGRAM WISCONSIN PUBLIC POWER INC 1425 CORPORATE CENTER DRIVE SUN PRAIRIE WI 535909109 390714890 40263 0 DEED PROGRAM GREENVILLE UTILITIES COMMISSION 401 S GREENE ST GREENVILLE NC 27834 566000517 31250 0 DEED PROGRAM CITY OF ROCK HILL POST OFFICE BOX 11706 ROCK HILL SC 297311706 576000244 115 25335 0 DEED PROGRAM CONCORD MUNICIPAL LIGHT PLANT 22 MONUMENT SQ PO BOX 535 CONCORD MA 01742 046001121 115 24573 0 DEED PROGRAM NEW HOLSTEIN UTILITIES 2110 WASHINGTON ST NEW HOLSTEIN WI 53061 396005548 115 23736 0 DEED PROGRAM CITY OF AUSTIN 721 BARTON SPRINGS ROAD AUSTIN TX 787041194 746000085 115 18750 0 DEED PROGRAM NORTH CAROLINA STATE UNIVERSITY CAMPUS BOX 7205 RALEIGH NC 276957205 566000756 115 9970 0 DEED PROGRAM ALABAMA MUNICIPAL ELECTRIC AUTHORITY 80 TECHNACENTER DR SUITE 200 MONTGOMERY AL 36117 630859247 115 9096 0 DEED PROGRAM BURLINGTON ELECTRIC DEPARTMENT 585 PINE STREET BURLINGTON VT 05401 036000410 115 8175 0 DEED PROGRAM SACRAMENTO MUNICIPAL UTIL DIST POST OFFICE BOX 15555 SACRAMENTO CA 95852 946001157 115 7600 0 DEED PROGRAM MUNICIPAL ENERGY AGENCY OF NEBRASKA 8377 GLYNOAKS DRIVE LINCOLN NE 685166304 470641284 7500 0 DEED PROGRAM 17 6 PART I, LINE 2: A FINAL REPORT OF THE PROJECT IS REQUIRED UPON CONCLUSION. THE REPORT SHOULD INCLUDE A DESCRIPTION OF THE PROJECT ACTIVITIES, ACHIEVEMENTS, AND RECOMMENDATIONS. THE REPORT SHOULD ALSO ACCOUNT FOR THE GRANT FUNDS EXPENDED ON THE PROJECT. X 1 1 X X X X X 1 0 0 JOY DITTO CEO 637911 0 110854 0 1242 0 33540 0 34858 0 818405 0 0 0 DELIA PATTERSON SVP, ADVCY/GNRL COUNSL (THRU 9/22) 355779 0 112534 0 120866 0 28674 0 2022 0 619875 0 0 0 HARRY OLIBRIS CFO 288099 0 52815 0 2322 0 30882 0 33041 0 407159 0 0 0 JEFFREY HAAS SVP, MEMBERSHIP 246450 0 43268 0 1242 0 33146 0 33397 0 357503 0 0 0 DESMARIE WATERHOUSE VP, GOVT. RELATIONS & COUNSEL 260373 0 26992 0 812 0 31354 0 20760 0 340291 0 0 0 JOHN MCCAFFREY SR. REGULATORY COUNSEL 231902 0 14196 0 1180 0 26538 0 17191 0 291007 0 0 0 URSULA SCHRYVER VP, EDUCATION 208048 0 23888 0 1056 0 26394 0 30386 0 289772 0 0 0 AMY RIGNEY-GAY VP, HUMAN RESOURCES 197731 0 22718 0 678 0 25926 0 37488 0 284541 0 0 0 CAROLYN SLAUGHTER SR. DIRECTOR ENV. POLICY 181181 0 10837 0 574 0 21251 0 19287 0 233130 0 0 0 BRONSON BROWN SR. DIRECTOR, SAFETY & OP. 188103 0 5200 0 2603 0 21821 0 12348 0 230075 0 0 0 ALEX HOFMANN VP, TECH./OP. SRVCS (THRU 7/22) 156600 0 23709 0 313 0 20409 0 18144 0 219175 0 0 0 AMY THOMAS SR. GOVT. RELATIONS DIRECTOR 173098 0 10471 0 333 0 20820 0 14388 0 219110 0 0 0 CORRY MARSHALL SR. GOVT. RELATIONS DIRECTOR 171079 0 9405 0 536 0 20127 0 7685 0 208832 0 0 0 PART I, LINE 1A THE IMMEDIATE PAST CHAIR RECEIVED REIMBURSEMENT FOR SPOUSAL TRAVEL DURING 2022 IN THE AMOUNT OF $472. THIS AMOUNT IS TAXABLE. PART I, LINE 4A DURING THE YEAR THERE WAS A SEVERANCE PAYMENT MADE TO A KEY EMPLOYEE. ALL AMOUNTS ARE PROPERLY REPORTED ON FORM W-2 AND IN FORM 990, PART VII AND ON FORM 990, SCHEDULE J, PART II. DUE TO THE CONFIDENTIAL NATURE OF THE TERMS OF THE SEVERANCE AGREEMENT, THE DETAILS WILL BE PROVIDED TO THE IRS UPON REQUEST. FORM 990, PART VI, SECTION A, LINE 6 THE MEMBERSHIP OF THE ASSOCIATION SHALL CONSIST OF THREE CLASSES OF MEMBERS: (1) VOTING MEMBERS CALLED REGULAR MEMBERS; (2) NON-VOTING MEMBERS CALLED ASSOCIATE MEMBERS; AND (3) HONORARY LIFE MEMBERS. FORM 990, PART VI, SECTION A, LINE 7A THE BOARD OF DIRECTORS SHALL BE ELECTED AT THE ANNUAL MEETING BY THE REGULAR MEMBERS OF THE ASSOCIATION. FORM 990, PART VI, SECTION A, LINE 7B DECISIONS OF THE GOVERNING BODY SUBJECT TO APPROVAL BY MEMBERS THE REGULAR MEMBERS HAVE THE RIGHT TO APPROVE AND RATIFY DECISIONS OF THE GOVERNING BODY. THE REGULAR MEMBERS APPROVE POLICY POSITIONS OF THE ASSOCIATION ON MAJOR ISSUES AFFECTING PUBLIC POWER SYSTEMS AND APPROVE OR DISAPPROVE CHANGES IN DUES AND SPECIAL ASSESSMENTS AND AMENDMENTS TO THE ASSOCIATION'S BYLAWS. ALL ACTIONS OF THE MEMBERSHIP OF THE ASSOCIATION SHALL BE APPROVED BY A MAJORITY VOTE WITH EACH REGULAR MEMBER CASTING ONE VOTE, UNLESS A REGULAR MEMBER REQUESTS AT THE TIME A VOTE IS TAKEN OR IMMEDIATELY THEREAFTER THAT A WEIGHTED VOTE BE TAKEN ON A PARTICULAR MATTER, IN WHICH CASE A MAJORITY OF THE WEIGHTED VOTES CAST SHALL BE REQUIRED FOR ACTION. REGULAR MEMBERS SHALL BE ASSIGNED VOTES PROPORTIONATE TO THE DUES PAYABLE BY SUCH MEMBER FOR THE CURRENT CALENDAR YEAR. THE SECRETARY SHALL ASSIGN EACH REGULAR MEMBER ONE VOTE FOR EACH FIFTEEN THOUSAND DOLLARS ($15,000), OR FRACTION THEREOF, OF DUES PAYABLE BY IT, WITH EACH REGULAR MEMBER BEING ASSIGNED AT LEAST ONE VOTE. FORM 990, PART VI, SECTION B, LINE 11B A COMPLETE DRAFT OF FORM 990 WILL BE DISTRIBUTED VIA EMAIL TO THE FINANCE AND AUDIT REVIEW COMMITTEE BEFORE IT IS FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C MONITORING THE CONFLICT OF INTEREST POLICY APPA HAS A CODE OF CONDUCT AND A CONFLICT OF INTEREST POLICY. THESE POLICIES APPLY TO APPA'S DIRECTORS, OFFICERS AND STAFF TO AVOID ANY INTEREST THAT CONFLICTS OR APPEARS TO CONFLICT WITH THE INTERESTS OF THE ASSOCIATION OR THAT COULD REASONABLY BE DETERMINED TO HARM THE ASSOCIATION'S REPUTATION. A CONFLICT OF INTEREST EXISTS IF ACTIONS BY A DIRECTOR, OFFICER, OR STAFF MEMBER OF THE ASSOCIATION ARE, OR COULD REASONABLY APPEAR TO BE, INFLUENCED DIRECTLY OR INDIRECTLY BY PERSONAL INTERESTS, AFFILIATIONS OR ACTUAL OR POTENTIAL BENEFIT OR GAIN TO THE INDIVIDUAL OR HIS OR HER IMMEDIATE FAMILY. ANY INDIVIDUAL WHO MAY BE INVOLVED IN AN ISSUE OR TRANSACTION IN WHICH HE OR SHE HAS AN ACTUAL OR APPARENT CONFLICT OF INTEREST SHALL NOT PARTICIPATE IN OR BE PRESENT AT THAT PORTION OF THE MEETING OF THE BOARD OR ANY COMMITTEE OF THE BOARD AT WHICH THE ISSUE OR TRANSACTION IS CONSIDERED. THE INTERESTED INDIVIDUAL MAY, HOWEVER, ANSWER QUESTIONS REGARDING THE ISSUE OR TRANSACTION. THE MINUTES OF THE MEETING SHALL REFLECT THAT A DISCLOSURE WAS MADE AND THAT THE INTERESTED DIRECTOR, OFFICER, OR OTHER INDIVIDUAL LEFT THE ROOM AND DID NOT PARTICIPATE IN THE DISCUSSION AND DID NOT VOTE ON THE ISSUE OR TRANSACTION. ANY DIRECTOR, OFFICER OR STAFF MEMBER WHO HAS A QUESTION AS TO WHETHER A PARTICULAR SET OF FACTS OR SITUATION GIVES RISE TO A POTENTIAL CONFLICT OF INTEREST MUST SEEK CLARIFICATION FROM THE ASSOCIATION'S GENERAL COUNSEL. IN ADDITION, BOARD MEMBERS AND STAFF MUST FILL OUT ANNUAL DISCLOSURE STATEMENTS, WHICH ARE REVIEWED BY THE GENERAL COUNSEL. DIRECTORS, OFFICERS, AND STAFF HAVE AN ONGOING OBLIGATION TO DISCLOSE POTENTIAL OR ACTUAL CONFLICTS OF INTEREST IF THEY ARISE. FORM 990, PART VI, SECTION B, LINE 15 PROCESS FOR DETERMINING COMPENSATION THE ORGANIZATION USES AN INDEPENDENT COMPENSATION CONSULTANT TO CONDUCT A COMPENSATION ANALYSIS WHICH IS PRESENTED TO, DELIBERATED AND APPROVED BY THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS. COMPENSATION FOR ALL STAFF POSITIONS IS TYPICALLY REVIEWED EVERY THREE YEARS. THE CEO'S SALARY IS RE-EVALUATED ANNUALLY. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, FINANCIAL STATEMENTS, AND CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC TO THE EXTENT REQUIRED BY LAW FOR THE SAME PERIOD OF DISCLOSURE AS SET FORTH IN SECTION 6104(D). FORM 990, PART XI, LINE 9: NET PERIODIC BENEFIT (COST) OTHER THAN SERVICE COST 233,170. GAIN ON DISPOSAL OF ASSETS -43,408. FORM 990, PART XII, LINE 2C: THE FINANCIAL STATEMENTS WERE AUDITED BY AN INDEPENDENT ACCOUNTANT. THE ORGANIZATION DOES HAVE AN INDEPENDENT FINANCE & AUDIT REVIEW COMMITTEE THAT ASSUMES RESPONSIBILITY FOR THE OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AND THE SELECTION OF THE INDEPENDENT ACCOUNTANT.