2019-10-15T12:46:54-05:00 2018-11-30 410746749 CLIFTONLARSONALLEN LLP 901 N GLEBE ROAD SUITE 200 ARLINGTON VA 22203 990 2017-12-01 530115150 NATIONAL COUNCIL OF FARMER COOPERATIVES NATI 2026268700 50 F STREET NW NO 900 WASHINGTON DC 20014 MARLIS CARSON SENIOR VICE PRESIDENT 2026268700 2019-10-14 1 KAREN GRIES P00078514 5712279500 67.137.57.251 2019-10-14 12:41:20 ED P A31B8943A14933A3BF1B290C164803F9A7DCE6A3 1938324BD4D887D076751857843371B82258E98C 2017 2020-03-31 21:24:44Z MARLIS CARSON 50 F STREET NW NO 900 WASHINGTON DC 20014 7565613 0 X WWW.NCFC.ORG X 1929 DC PROMOTE INTERESTS OF COOPERATIVE FARM INDUSTRY. 63 63 15 0 0 25700 116700 127500 4560433 4836747 153543 238290 612641 523957 5443317 5726494 5500 0 0 0 2812468 2927089 0 0 0 3002131 2929735 5820099 5856824 -376782 -130330 5155351 4712065 1683722 1615285 3471629 3096780 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 0 0 1 21 0 15 0 1 1 0 0 0 0 0 X 63 63 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 0 0 X MARLIS CARSON SR VP 2028790825 50 F STREET NW NO 900 WASHINGTON DC 20014 MR KEITH SPACKLER DIRECTOR 1.00 X 0 0 0 MR TIM AMERSON DIRECTOR 1.00 X 0 0 0 MR WILLIAM THONE DIRECTOR 1.00 X 0 0 0 MS EMILY ROONEY DIRECTOR 1.00 X 0 0 0 MR ED TOWNLEY DIRECTOR 1.00 X 0 0 0 MR RIVERS MYRES DIRECTOR 1.00 X 0 0 0 MR TOM ASTRUP DIRECTOR 1.00 X 0 0 0 MR CHRIS VINCENT DIRECTOR 1.00 X 0 0 0 MR MARK JANSEN DIRECTOR 1.00 X 0 0 0 MR JARRAL NEEPER DIRECTOR 1.00 X 0 0 0 MR RICH HUDGINS DIRECTOR 1.00 X 0 0 0 MR MIKE MONTNA DIRECTOR 1.00 X 0 0 0 MR WAYNE BOSEMAN DIRECTOR 1.00 X 0 0 0 MR JEFF TROIKE DIRECTOR 1.00 X 0 0 0 MR JAY DEBERTIN DIRECTOR 1.00 X 0 0 0 MR KEVIN STILL DIRECTOR 1.00 X 0 0 0 MR THOMAS HALVERSON VICE CHAIR 1.00 X 0 0 0 MR LEE VAN VELDHUIZEN DIRECTOR 1.00 X 0 0 0 MR TIM TROTTER DIRECTOR 1.00 X 0 0 0 MR RICK SMITH DIRECTOR 1.00 X 0 0 0 MR CHARLES ADAMI DIRECTOR 1.00 X 0 0 0 MR LARRY DOYLE DIRECTOR 1.00 X 0 0 0 MR RON HARKEY DIRECTOR 1.00 X 0 0 0 MR WILLIAM HENDRY DIRECTOR 1.00 X 0 0 0 MR JIM SPRADLIN CHAIR 1.00 X 0 0 0 MR SCOTT LOGUE DIRECTOR 1.00 X 0 0 0 MR LESLIE KAUFMAN DIRECTOR 1.00 X 0 0 0 MR MITCH WILLIAMS DIRECTOR 1.00 X 0 0 0 MR CHRISTOPHER POLICINSKI DIRECTOR 1.00 X 0 0 0 MR MILAN KUCERAK DIRECTOR 1.00 X 0 0 0 MR JAY BRYANT DIRECTOR 1.00 X 0 0 0 MR LARRY ENSFIELD DIRECTOR 1.00 X 0 0 0 MR ERNIE VERSLUES DIRECTOR 1.00 X 0 0 0 MR MARK FENNER DIRECTOR 1.00 X 0 0 0 MR ROD KELSAY DIRECTOR 1.00 X 0 0 0 MR JOE DIGLIO DIRECTOR 1.00 X 0 0 0 MR DAVE CHRISTIANSEN DIRECTOR 1.00 X 0 0 0 MR BRENT ROGGIE DIRECTOR 1.00 1.00 X 0 0 0 MR SHAWN CAMPBELL DIRECTOR 1.00 X 0 0 0 MR STAN RYAN DIRECTOR 1.00 X 0 0 0 MR RANDY PAPADELLIS DIRECTOR 1.00 X 0 0 0 MR RJ GRAY DIRECTOR 1.00 X 0 0 0 MR DANIEL VINCENT DIRECTOR 1.00 X 0 0 0 MR KEVIN BRINKLEY DIRECTOR 1.00 X 0 0 0 MR JAMES DEATHERAGE DIRECTOR 1.00 X 0 0 0 MR RICK KEITH DIRECTOR 1.00 X 0 0 0 MR DANIEL KENNEDY DIRECTOR 1.00 X 0 0 0 MR JOHN MCCREEDY DIRECTOR 1.00 X 0 0 0 MR CHRIS PEARSON DIRECTOR 1.00 X 0 0 0 MR JEFF STROBURG DIRECTOR 1.00 X 0 0 0 MR MEREDITH ALLEN DIRECTOR 1.00 X 0 0 0 MR RUSS HANLIN DIRECTOR 1.00 X 0 0 0 MR BARRY KRIEBEL DIRECTOR 1.00 X 0 0 0 MR DANE LANCE DIRECTOR 1.00 X 0 0 0 MR BART KRISLE DIRECTOR 1.00 X 0 0 0 MR KEITH GOMES DIRECTOR 1.00 X 0 0 0 MR STUART THOMPSON DIRECTOR 1.00 X 0 0 0 MR CHAD GREGORY DIRECTOR 1.00 X 0 0 0 MR MARK KLOMPIEN DIRECTOR 1.00 X 0 0 0 MR MIKE BUMGARNER DIRECTOR 1.00 X 0 0 0 MR TIMOTHY RAMSEY DIRECTOR 1.00 X 0 0 0 MR MICHAEL DOYLE DIRECTOR 1.00 X 0 0 0 MR ROCKY WEBER DIRECTOR 1.00 X 0 0 0 MR HAROLD COOPER DIRECTOR 1.00 X 0 0 0 MR HARRY OVERLY DIRECTOR 1.00 X 0 0 0 MR ROBERT FULFORD JR DIRECTOR 1.00 X 0 0 0 MR CARL DICKINSON DIRECTOR 1.00 X 0 0 0 MS MARLIS CARSON TREASURER / SECRETARY 40.00 1.00 X 260935 0 45484 MR CHARLES CONNER PRESIDENT 40.00 1.00 X 736962 0 42177 MS LISA KELLEY VAN DOREN VICE PRESIDENT 40.00 X 217689 0 60620 MR KEVIN NATZ VICE PRESIDENT 40.00 X 202037 0 57902 MR JUSTIN DARISSEE VICE PRESIDENT 40.00 X 126752 0 44808 MS MARY NOWAK DIRECTOR OF GOVERNMENT AFFAIRS 40.00 X 125755 0 21541 1670130 0 272532 6 0 1 0 CAPITOL TAX PARTNERS 101 CONSTITUTION AVENUE NW SUITE 6 WASHINGTON DC 20001 LOBBYING 137500 JAY HOWELL PO BOX 731 MCLEAN VA 22101 PUBLIC RELATIONS 117562 CLIFTONLARSONALLEN 1966 GREENSPRING DRIVE STE 300 TIMONIUM MD 21093 ACCOUNTING 106500 3 127500 127500 MEMBERSHIP DUES 900099 4052782 4052782 REGISTRATIONS 900099 578465 578465 SPONSORSHIPS 900099 205500 205500 4836747 95515 95515 499369 0 499369 499369 499369 1981894 1839119 142775 142775 142775 REIMBURSEMENTS 900099 10080 10080 INFO FAIR ENTRY FEES 900099 9125 9125 REIMBURSED COST 900099 250 250 5133 5133 24588 5726494 4650702 0 948292 1942661 542410 215175 119362 107481 143830 182500 16583 167438 111603 7128 671630 730255 150620 43795 MEMBER RELATIONS & DEV 576829 SUBSCRIPTION MATERIAL A 106430 EDUCATION, TRAINING, PR 12315 8779 5856824 102444 279478 135859 191436 206726 235294 1399219 766870 782969 632349 3898723 3373508 28630 0 5155351 4712065 405099 491529 175820 135292 1102803 988464 1683722 1615285 X 3471629 3096780 0 3471629 3096780 5155351 4712065 -130330 -244519 0 X 0 1 X 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 1 4052782 1498400 328316 1826716 1823752 2964 1007069 434587 572482 73637 64843 8794 318513 267440 51073 632349 DEFERRED RENT 988464 988464 X 5626572 -244516 161177 -83339 5709911 16583 16583 5726494 6060103 219862 219862 5840241 16583 16583 5856824 PART X, LINE 2: NATIONAL COUNCIL OF FARMER COOPERATIVES (NCFC) IS GENERALLY EXEMPT FROM FEDERAL INCOME TAXES UNDER THE PROVISIONS OF SECTION 501(C)(6) OF THE INTERNAL REVENUE CODE (IRC). INCOME THAT IS NOT RELATED TO EXEMPT PURPOSES, LESS APPLICABLE DEDUCTIONS, IS SUBJECT TO FEDERAL AND STATE CORPORATE INCOME TAXES. NCFC HAD NO NET UNRELATED BUSINESS INCOME FOR THE YEAR ENDED NOVEMBER 30, 2018. PART XI, LINE 2D - OTHER ADJUSTMENTS: AFFILIATE REVENUE 161,177. PART XII, LINE 2D - OTHER ADJUSTMENTS: AFFILIATE EXPENSES 219,862. X X 0 0 0 MS MARLIS CARSON TREASURER / SECRETARY 247243 0 12500 0 1192 0 32175 0 13309 0 306419 0 0 0 MR CHARLES CONNER PRESIDENT 550597 0 182000 0 4365 0 32400 0 9777 0 779139 0 0 0 MS LISA KELLEY VAN DOREN VICE PRESIDENT 206640 0 10600 0 449 0 27568 0 33052 0 278309 0 0 0 MR KEVIN NATZ VICE PRESIDENT 191643 0 9800 0 594 0 24974 0 32928 0 259939 0 0 0 MR JUSTIN DARISSEE VICE PRESIDENT 120210 0 6300 0 242 0 12474 0 32334 0 171560 0 0 0 FORM 990, PART VI, SECTION A, LINE 1 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 4 THE BY-LAWS WERE AMENDED IN JUNE 2018. THE AMENDMENT EXPANDED THE INDIVIDUAL MEMBERSHIP CATEGORY TO INCLUDE CONSULTANTS SUCH AS ATTORNEYS AND GOVERNMENT RELATIONS PROFESSIONALS WHO WORK FOR NCFC MEMEBRS AND WOULD LIKE TO BE MORE INVOLVED IN THE ORGANIZATION. INDIVIDUAL MEMBERS DO NOT HAVE A VOTE ON THE COUNCIL. THE PRESIDENT REVIEWS INDIVIDUAL MEMBER APPLICATIONS AND MAY REJECT ANY THAT HE DEEMS INAPPROPRIATE. 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) TYPE II 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0