2024-05-13T14:02:09-05:00 2023-06-30 411680240 SDK CPA 100 WASHINGTON AVE S STE 1600 MINNEAPOLIS MN 55401 990 2022-07-01 411388406 ASSOCIATION OF MINNESOTA PUBLIC EDUCATIONAL RADIO STATIONS INC ASSO 6515875550 916 HIGHVIEW CIRCLE N MENDOTA HEIGHTS MN 55118 JOEL A GLASER PRESIDENT & CEO 6515875550 2024-05-13 1 JOEL GLASER 999009999 0 JENNIFER STAVISH CPA P01299068 6123325500 2024-05-13 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z X JOEL A GLASER 916 HIGHVIEW CIRCLE N MENDOTA HEIGHTS MN 55118 1694511 0 X WWW.AMPERS.ORG X 1972 MN AN ASSOCIATION OF 18 INDEPENDENT COMMUNITY RADIO STATIONS IN MINNESOTA. 7 7 5 25 0 0 896719 966730 723485 727622 25 159 0 0 1620229 1694511 0 0 0 0 495808 414927 0 0 64147 1128207 1202979 1624015 1617906 -3786 76605 660204 817634 277503 358328 382701 459306 X AMPERS (ASSOCIATION OF MINNESOTA PUBLIC EDUCATIONAL RADIO STATIONS), FOUNDED IN 1972, EXISTS TO HELP MEMBER STATIONS SERVE THEIR DIVERSE COMMUNITIES BY GENERATING REVENUE, DEVELOPING AND SHARING PROGRAMMING, AND ACTIVELY WORK TO CHANGE THE NARRATIVE (SEE SCHEDULE O)REGARDING HISTORICALLY UNDERREPRESENTED COMMUNITIES THROUGH ACCURATE STORYTELLING AND REPORTING. 0 0 1458600 727622 AMPERS IS THE LARGEST ASSOCIATION OF COMMUNITY RADIO STATIONS IN THE STATE OF MINNESOTA AND THE LARGEST OF ITS KIND IN THE UNITED STATES. AMPERS CONSISTS OF 18 INDEPENDENTLY LICENSED AND MANAGED, LOCALLY RESPONSIVE, COMMUNITY-BASED RADIO STATIONS THAT SERVE BIPOC (BLACK, INDIGENOUS, PEOPLE OF COLOR), RURAL, AND STUDENT COMMUNITIES NOT TYPICALLY REACHED THROUGH TRADITIONAL MEDIA IN MINNESOTA. THE MAJORITY OF REVENUE AMPERS SECURES FOR ITS MEMBER STATIONS GOES DIRECTLY TO THE STATIONS. MOST OF THE FUNDS DO NOT FLOW THROUGH NOR DO THEY APPEAR IN THE ORGANIZATION'S FINANCIALS. IN ADDITION TO SECURING REVENUE FOR ITS MEMBER STATIONS, AMPERS PRODUCES PROGRAMMING. THE ORGANIZATION CREATES AND DISTRIBUTES "VETERANS' VOICES," A RADIO SERIES THAT ALLOWS (SEE SCHEDULE O)VETERANS TO SHARE THEIR PERSONAL MEMORIES AND STORIES ABOUT SERVING IN THE MILITARY. AMPERS ALSO PRODUCES AND DISTRIBUTES PROGRAMS LIKE "MN90: MINNESOTA HISTORY IN 90 SECONDS" A FUN AND ENTERTAINING YET EDUCATIONAL LOOK AT MINNESOTA HISTORY. "MINNESOTA NATIVE NEWS" IS AN AWARD-WINNING WEEKLY FIVE-MINUTE NEWSCAST WITH CONTENT RELEVANT TO NATIVE AS WELL AS NON-NATIVE RESIDENTS OF MINNESOTA. AMPERS HELPS ITS MEMBER STATIONS TO PROVIDE EVEN MORE SERVICES AND PROGRAMS TO THEIR LOCAL COMMUNITIES BY MAINTAINING AN INFRASTRUCTURE THAT ALLOWS THE STATIONS TO EASILY SHARE THEIR ARTS AND CULTURAL HERITAGE PROGRAMMING. AMPERS ALSO SERVES AS THE CURATOR FOR ALL ARTS & CULTURAL PROGRAMMING ARCHIVING THEM AND MAKING THEM ALL AVAILABLE ONLINE THROUGH ITS WEBSITE AS WELL AS SOCIAL MEDIA. SINCE 2021 AMPERS HAS BEEN PARTNERING WITH THE MINNESOTA DEPARTMENT OF HEALTH TO CREATE ENGAGING AND INFORMATIVE PROGRAMS ABOUT COVID FOR MINNESOTA'S NATIVE AMERICAN AND AFRICAN AMERICAN COMMUNITIES. THE ORGANIZATION IS ALSO PARTNERING WITH THE MINNESOTA DEPARTMENT OF VETERAN AFFAIRS TO SHARE THE STRUGGLES THAT MINNESOTA'S VETERANS FACE AS WELL AS THE SERVICES THAT ARE AVAILABLE TO THEM AND HOW VETERANS CAN GET THOSE SERVICES. 1458600 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 29 0 1 5 1 0 0 0 0 0 0 0 0 0 0 X 7 7 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 0 0 MN X X JOEL GLASER 6515875550 916 HIGHVIEW CIRCLE N MENDOTA HEIGHTS MN 55118 FREDDIE BELL CHAIRPERSON 1.00 X X 0 0 0 MARK JOHNSON AT LARGE MEMBER 0.75 X 0 0 0 STACIE DROUILLARD VICE CHAIRPERSON 0.75 X X 0 0 0 FAITH AHLGREEN TREASURER 1.25 X X 0 0 0 PJ HILL AT LARGE MEMBER 0.75 X 0 0 0 DOUG WESTERMAN SECRETARY 1.25 X X 0 0 0 SARA MILLER AT LARGE MEMBER 0.75 X 0 0 0 JOEL GLASER PRESIDENT & CEO 55.00 X 190442 0 23310 190442 0 23310 1 0 1 0 0 961746 4984 966730 UNDERWRITING 900099 550604 550604 MEMBERSHIP DUES 900099 111000 111000 PRODUCTION & RESEARCH 900099 54830 54830 OTHER PROGRAM INCOME 900099 11188 11188 727622 159 159 1694511 727622 0 159 204179 157218 20418 26543 110425 85027 11042 14356 8991 6294 899 1798 65766 46036 9865 9865 25566 17896 3835 3835 43925 43925 65004 65004 2700 2700 13005 8299 2051 2655 1655 993 414 248 1947 1168 292 487 9906 6934 991 1981 PROGRAM EXPENSES 1054321 1054321 MISCELLANEOUS 9516 5710 1427 2379 MUSIC 1000 1000 1617906 1458600 95159 64147 1 202666 243854 452417 569758 5120 4022 660204 817634 269378 339618 8125 18710 277503 358328 X 382701 309306 150000 382701 459306 660204 817634 76605 0 X X 0 1 X 1 0 X 265907 723760 1040173 986719 966730 3983289 265907 723760 1040173 986719 966730 3983289 120329 3862960 14 16 22 25 159 236 3983525 0.96970 0.96000 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1 1 0 1 0 0 1 16765 0 0 16765 0 PART II-B, LINE 1: VOLUNTEERS REACH OUT TO LAWMAKERS WITHIN THEIR DISTRICTS ENCOURAGING THEM TO SUPPORT THE ORGANIZATION. EMAILS ARE SENT DIRECTLY TO LAWMAKERS ASKING FOR SUPPORT FOR THE ORGANIZATION. DIRECT LOBBYING EXPENSES TOTALED $16,765 FOR FYE 6/30/2023. 0 X 1702722 8211 8211 1694511 0 1694511 1626117 8211 8211 1617906 0 1617906 PART X, LINE 2: MANAGEMENT HAS EVALUATED ITS TAX POSITIONS AND HAS CONCLUDED THAT THEY DO NOT RESULT IN ANYTHING THAT WOULD REQUIRE EITHER RECORDING OR DISCLOSURE IN THE FINANCIAL STATEMENTS BASED ON THE CRITERIA SET FORTH IN ASC 740. X X 0 0 0 1 0 0 0 0 0 JOEL GLASER PRESIDENT & CEO 84000 0 106442 0 0 0 5713 0 17597 0 213752 0 0 0 PART I, LINE 5 THE CEO RECEIVES A QUARTERLY BONUS BASED ON A TIERED STRUCTURE AFTER A MINIMUM OF REVENUE GOALS ARE MET. THE CEO IS SOLELY RESPONSIBLE FOR SECURING 100% OF THE ORGANIZATION'S REVENUE. ORGANIZATIONAL DUES AND THE PRIMARY ARTS AND CULTURAL HERITAGE FUND GRANT FOR AMPERS AND THE AMPERS GROUP PROJECT ARE EXCLUDED FROM REVENUES FOR BONUS DETERMINATION. FORM 990, PART VI, SECTION A, LINE 4 THE BYLAWS WERE UPDATED AND ADOPTED ON 9/29/2022 TO INCLUDE THE CHANGES BELOW: SECTION 1 - ELIGIBILITY FOR MEMBERSHIP: APPLICATION FOR MEMBERSHIP IN THE CORPORATION IS OPEN TO ALL NONCOMMERCIAL EDUCATIONAL RADIO STATIONS IN MINNESOTA WHICH ARE EITHER (1) LICENSED TO ANY EDUCATIONAL INSTITUTION IN THE STATE OF MINNESOTA, OR (2) LICENSED TO ANY MINNESOTA NOT-FOR-PROFIT CORPORATION, OR (3) LICENSED TO A MINNESOTA GOVERNMENTAL ENTITY, SUCH AS A CITY, COUNTY OR AMERICAN INDIAN TRIBE, PROVIDED THAT STATIONS LICENSED TO ANY ONE SINGLE INSTITUTION OR CORPORATION SHALL COMPRISE NO MORE THAN ONE-THIRD (1/3) OF THE VOTING MEMBERSHIP. STATIONS WITH AN FCC THE BOARD OF DIRECTORS OF THE CORPORATION MAY, BY THE AFFIRMATIVE VOTE OF NOT LESS THAN TWO-THIRDS (2/3) OF ALL THE DIRECTORS, EXPEL ANY MEMBER WHO FAILS TO COMPLY WITH ANY OF THE PROVISIONS OF THE ARTICLES OF INCORPORATION, BYLAWS, OR RULES OR REGULATIONS ADOPTED BY THE BOARD OF DIRECTORS, BUT ONLY IF SUCH MEMBER SHALL HAVE BEEN GIVEN WRITTEN NOTICE BY THE SECRETARY OF THE CORPORATION THAT SUCH FAILURE MAKES HIM LIABLE TO EXPULSION AND SUCH FAILURE SHALL HAVE CONTINUED FOR AT LEAST TEN CALENDAR DAYS AFTER SUCH NOTICE WAS GIVEN. (1) NOT LESS THAN 15 CALENDAR DAYS' PRIOR WRITTEN NOTICE OF THE EXPULSION, SUSPENSION, OR TERMINATION, AND THE REASONS FOR IT; AND (2) AN OPPORTUNITY FOR THE MEMBER TO BE HEARD, ORALLY OR IN WRITING, NOT LESS THAN FIVE CALENDAR DAYS BEFORE THE EFFECTIVE DATE OF THE EXPULSION, SUSPENSION, OR TERMINATION BY A PERSON AUTHORIZED TO DECIDE THAT THE PROPOSED EXPULSION, TERMINATION, OR SUSPENSION NOT TAKE PLACE. A DIRECTOR MAY NOT BE ELECTED TO MORE THAN TWO SUCCESSIVE TERMS AND SHALL NOT BE ELIGIBLE FOR REELECTION OR APPOINTMENT AS A DIRECTOR UNTIL ONE YEAR AFTER THE END OF THE SECOND SUCCESSIVE TERM TO WHICH SUCH DIRECTOR WAS NOTICE OF THE TIME AND PLACE OF ALL REGULAR AND SPECIAL MEETINGS OF THE BOARD OF DIRECTORS SHALL BE MAILED OR EMAILED BY THE SECRETARY, OR HIS OR HER AGENT, TO EACH BOARD MEMBER OF THE ORGANIZATION, TO THE LAST KNOWN ADDRESS OR EMAIL ADDRESS OF SAID MEMBER AS THE SAME APPEARS ON THE BOOKS OF THE CORPORATION, AT LEAST SEVEN (7) CALENDAR DAYS BEFORE THE DATE OF ALL REGULAR AND SPECIAL MEETINGS SECTION 1 - NUMBER: THE OFFICERS OF THIS CORPORATION SHALL BE A PRESIDENT, CHAIRPERSON, A VICE-CHAIRPERSON, A SECRETARY AND A TREASURER. OFFICERS MUST BE DIRECTORS OF THE CORPORATION. THE SAME PERSON MAY HOLD ANY NUMBER OF OFFICES. SECTION 2 - ELECTION AND TERM OF OFFICE: THE OFFICERS OF THE CORPORATION SHALL BE ELECTED BY THE BOARD OF DIRECTORS AS SOON AS POSSIBLE AFTER THE ANNUAL MEETING, GENERALLY IN A MEETING CALLED IMMEDIATELY FOLLOWING THE ANNUAL MEETING. EACH OFFICER SHALL HOLD OFFICE FOR A ONE-YEAR TERM, OR UNTIL HIS OR HER SUCCESSOR SHALL HAVE BEEN DULY ELECTED AND SHALL HAVE QUALIFIED OR UNTIL HIS OR HER DEATH OR UNTIL HE OR SHE SHALL RESIGN OR SHALL HAVE BEEN REMOVED IN THE MANNER HEREINAFTER PROVIDED. AN OFFICER MAY NOT BE ELECTED TO THE SAME OFFICE MORE THAN THREE CONSECUTIVE TERMS AND SHALL NOT BE ELIGIBLE FOR REELECTION OR APPOINTMENT AS AN OFFICER OF THE SAME OF ICE UNTIL ONE YEAR AFTER THE END OF THE THIRD CONSECUTIVE TERM TO WHICH SUCH OFFICER WAS ELECTED. THE PRESIDENT WILL BE THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION AND WILL HAVE GENERAL ACTIVE MANAGEMENT OF THE BUSINESS OF THE CORPORATION. THE PRESIDENT (I) WILL PRESIDE AT ALL MEETINGS OF THE DIRECTORS WITH THE CHAIRPERSON, (II) WILL SEE THAT ALL ORDERS AND RESOLUTIONS OF THE BOARD ARE CARRIED INTO EFFECT, (III) WILL EXECUTE AND DELIVER, IN THE NAME OF THE CORPORATION, ANY CONTRACTS, DOCUMENTS OR OTHER INSTRUMENTS PERTAINING TO THE BUSINESS OF THE CORPORATION UNLESS THE AUTHORITY TO EXECUTE AND DELIVER SUCH DOCUMENT IS REQUIRED BY LAW TO BE EXERCISED BY ANOTHER PERSON OR IS EXPRESSLY DELEGATED BY THE ARTICLES OF INCORPORATION, BY THE BYLAWS, OR BY THE BOARD, TO SOME OTHER OFFICER OR AGENT OF THE CORPORATION, (IV) WILL MAINTAIN RECORDS OF AND, WHENEVER NECESSARY, CERTIFY ALL PROCEEDINGS OF THE BOARD, AND (V) WILL PERFORM ALL OTHER DUTIES AS THE BOARD MAY PRESCRIBE. THE TREASURER SHALL REVIEW THE FINANCES OF THE ORGANIZATION, AND ASSIST THE BOARD IN ITS DUTY OF DUE DILIGENCE WITH RESPECT TO THE ORGANIZATION'S FINANCIAL INTEGRITY. THE TREASURER WILL CHAIR THE FINANCE COMMITTEE, IF SUCH COMMITTEE IS REQUIRED BY LAW. THE TREASURER (I) WILL ASSURE THAT CORPORATE FINANCIAL RECORDS ARE MAINTAINED IN A RESPONSIBLE AND TRANSPARENT MANNER, (II) WILL DEPOSIT ALL MONEYS, DRAFTS, AND CHECKS IN THE NAME OF, AND TO THE CREDIT OF, THE CORPORATION IN THE BANKS AND DEPOSITORIES AS THE BOARD DESIGNATE FROM TIME TO TIME, (III) WILL ENDORSE FOR DEPOSIT ALL NOTES, CHECKS, AND DRAFTS RECEIVED BY THE CORPORATION AND MAKE PROPER VOUCHERS THEREFOR; (IV) WILL DISBURSE THE FUNDS OF THE CORPORATION, INCLUDING THE ISSUING OF CHECKS AND DRAFTS, AS ORDERED BY THE BOARD, MAKING PROPER VOUCHERS THEREFOR, (V) WILL RENDER TO THE PRESIDENT AND THE BOARD, WHENEVER REQUESTED, AN ACCOUNT OF ALL TRANSACTIONS BY THE TREASURER AND OF THE FINANCIAL CONDITION OF THE CORPORATION, AND (VI) WILL PERFORM ALL OTHER DUTIES AS THE BOARD MAY PRESCRIBE. THESE BYLAWS MAY BE AMENDED WHEN NECESSARY, OR REPEALED AND NEW BYLAWS MAY BE ADOPTED BY THE BOARD OF DIRECTORS, WITH A TWO-THIRDS (2/3) VOTE, OR BY A TWO-THIRDS (2/3) VOTE OF THE MEMBERSHIP AT AN ANNUAL OR SPECIAL MEMBERSHIP MEETING. IN THE CASE OF ACTION BY THE MEMBERSHIP, EACH MEMBER SHALL RECEIVE AT LEAST A 10- CALENDAR DAY ADVANCE NOTICE OF ANY PROPOSED BYLAW CHANGES ARTICLE IX BOOKS AND RECORDS AS REQUIRED BY MINNESOTA STATUTES, SECTION 317 A. 461, THE BOARD OF DIRECTORS WILL CAUSE TO BE KEPT AT THE PRINCIPAL EXECUTIVE OFFICE ORIGINALS OR COPIES OF: (1) THE ARTICLES OF INCORPORATION AND ALL AMENDMENTS CURRENTLY IN EFFECT; (2) THESE BYLAWS AND ALL AMENDMENTS CURRENTLY IN EFFECT; (3) THE DETERMINATION LETTER OF THE INTERNAL REVENUE SERVICE REGARDING THE TAX EXEMPT STATUS OF THE CORPORATION AND ALL COMPARABLE LETTERS FROM STATE OR LOCAL TAX AUTHORITIES AND ALL LETTERS FROM STATE ATTORNEY GENERAL'S OFFICES REGARDING THE NONPROFIT STATUS OF THE CORPORATION; (4) THE RECORDS FOR THE LAST SIX YEARS OF ALL PROCEEDINGS OF THE BOARD OF DIRECTORS; (5) THE RECORDS FOR THE LAST SIX YEARS OF ALL PROCEEDINGS, IF ANY, OF COMMITTEES APPOINTED BY THE BOARD OF DIRECTORS; (6) THE ACCOUNTING RECORDS, THE FINANCIAL STATEMENTS, THE TAX RETURNS, AND THE MINNESOTA ATTORNEY GENERAL FILINGS FOR THE LAST SIX YEARS; AND (7) A STATEMENT OF THE NAMES AND THE BUSINESS ADDRESSES OF THE CURRENT DIRECTORS AND PRINCIPAL OFFICERS. FORM 990, PART VI, SECTION A, LINE 6 APPLICATION FOR MEMBERSHIP IN THE CORPORATION IS OPEN TO ALL NONCOMMERCIAL EDUCATIONAL RADIO STATIONS IN MINNESOTA WHICH ARE EITHER (1) LICENSED TO ANY EDUCATIONAL INSTITUTION IN THE STATE OF MINNESOTA, OR (2) LICENSED TO ANY MINNESOTA NOT-FOR-PROFIT CORPORATION, OR (3) LICENSED TO A GOVERNMENTAL ENTITY, SUCH AS A CITY, COUNTY, OR AMERICAN INDIAN TRIBE, PROVIDED THAT STATIONS LICENSED TO ANY ONE SINGLE INSTITUTION OR CORPORATION SHALL COMPRISE NO MORE THAN ONE-THIRD (1/3) OF THE VOTING MEMBERSHIP. STATIONS WITH AN FCC SERVICE DESIGNATION OF FL (OR LOW POWERED FM) ARE INELIGIBLE FOR REGULAR MEMBERSHIP. MEMBERSHIP IS GRANTED AFTER COMPLETION AND RECEIPT OF A MEMBERSHIP APPLICATION, ANNUAL DUES, AND APPROVAL BY THE BOARD OR GENERAL MEMBERSHIP. ALL MEMBERSHIPS SHALL BE GRANTED UPON A TWO-THIRDS (2/3) VOTE OF APPROVAL BY THE BOARD OF DIRECTORS AT A REGULAR OR SPECIAL MEETING, OR BY TWO-THIRDS (2/3) OF THE MEMBERS PRESENT, QUALIFIED TO VOTE, AND VOTING AT ANY ANNUAL MEMBERSHIP MEETING. FORM 990, PART VI, SECTION A, LINE 7A EACH MEMBER STATION SHALL APPOINT ONE VOTING REPRESENTATIVE TO REPRESENT SAID MEMBER STATION AT THE ANNUAL MEETING OR ANY OTHER MEETINGS OF THE MEMBERSHIP. CORRESPONDINGLY, EACH MEMBER STATION SHALL BE ENTITLED TO ONE VOTE AT ANY SUCH MEETING. FORM 990, PART VI, SECTION A, LINE 7B PER STATE LAW, CERTAIN BYLAW CHANGES REQUIRE APPROVAL OF THE MEMBERSHIP. FORM 990, PART VI, SECTION B, LINE 11B THE BOARD OF DIRECTORS WILL REVIEW FORM 990 IN ITS ENTIRETY. ANY QUESTIONS WILL BE DIRECTED FIRST TO THE CHIEF EXECUTIVE OFFICER (CEO) AND IF THE CEO IS UNABLE TO ANSWER, IT WILL BE DIRECTED TO SCHECHTER, DOKKEN, & KANTER. ONCE ALL QUESTIONS ARE ANSWERED AND MISTAKES CORRECTED THE BOARD WILL VOTE TO APPROVE AND FILE FORM 990. A FINAL SIGNED COPY OF THE 990 WILL BE DISTRIBUTED TO THE BOARD TO COMPLETE THE PROCESS. FORM 990, PART VI, SECTION B, LINE 12C EACH OFFICER, EMPLOYEE OR MEMBER OF THE BOARD OF DIRECTORS OF AMPERS SHALL ANNUALLY COMPLETE A DISCLOSURE FORM IDENTIFYING ANY RELATIONSHIPS, POSITIONS OR CIRCUMSTANCES IN WHICH THE RESPONSIBLE PERSON IS INVOLVED THAT HE OR SHE BELIEVES COULD CONTRIBUTE TO A CONFLICT OF INTEREST ARISING. PRIOR TO A BOARD OR COMMITTEE ACTION ON A CONTRACT OR TRANSACTION INVOLVING A CONFLICT OF INTEREST, A DIRECTOR OR COMMITTEE MEMBER HAVING A CONFLICT OF INTEREST, AND WHO IS IN ATTENDANCE AT THE MEETING SHALL DISCLOSE ALL FACTS MATERIAL TO THE CONFLICT OF INTEREST. SUCH DISCLOSURE SHALL BE REFLECTED IN THE MINUTES OF THE MEETING. A DIRECTOR OR COMMITTEE MEMBER WHO PLANS NOT TO ATTEND A MEETING AT WHICH HE OR SHE HAS REASON TO BELIEVE THAT THE BOARD OR COMMITTEE WILL ACT ON A MATTER IN WHICH THE PERSON HAS A CONFLICT OF INTEREST SHALL DISCLOSE TO THE CHAIR OF THE MEETING ALL FACTS MATERIAL TO THE CONFLICT OF INTEREST. THE CHAIR SHALL REPORT THE DISCLOSURE AT THE MEETING AND THE DISCLOSURE SHALL BE REFLECTED IN THE MINUTES OF THE MEETING. A PERSON WHO HAS A CONFLICT OF INTEREST SHALL NOT PARTICIPATE IN OR BE PERMITTED TO HEAR THE BOARD'S OR COMMITTEE'S DISCUSSION OF THE MATTER EXCEPT TO DISCLOSE MATERIAL FACTS AND TO RESPOND TO QUESTIONS. SUCH PERSON SHALL NOT ATTEMPT TO EXERT HIS OR HER PERSONAL INFLUENCE WITH RESPECT TO THE MATTER, EITHER AT OR OUTSIDE THE MEETING. A PERSON WHO HAS A CONFLICT OF INTEREST WITH RESPECT TO A CONTRACT OR TRANSACTION THAT WILL BE VOTED ON AT A MEETING SHALL NOT BE COUNTED IN DETERMINING THE PRESENCE OF A QUOROM FOR PURPOSES OF THE VOTE. THE PERSON HAVING A CONFLICT OF INTEREST MAY NOT VOTE ON THE CONTRACT OR TRANSACTION AND SHALL NOT BE PRESENT IN THE MEETING ROOM WHEN THE VOTE IS TAKEN, UNLESS THE VOTE IS BY SECRET BALLOT. SUCH PERSON'S INELIGIBILITY TO VOTE SHALL BE REFLECTED IN THE MINUTES OF THE MEETING. FORM 990, PART VI, SECTION B, LINE 15A COMPENSATION IS DETERMINED AND APPROVED BY THE FULL BOARD THROUGH THE BUDGET PROCESS. THIS PROCESS WAS LAST UPDATED IN JUNE OF 2021. FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE MADE AVAILABLE ON THE ORGANIZATION'S WEBSITE. FORM 990, PART XII, LINE 2C THE ORGANIZATOIN HAS NOT CHANGED ITS OVERSIGHT OR SELECTION PROCESSES.