Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 1A | THE EXECUTIVE COMMITTEE OF THE BOARD SHALL BE COMPRISED OF THE FOUR (4) ELECTED OFFICERS OF THE CORPORATION, THE PRESIDENT EMERITUS AND EXECUTIVE DIRECTOR. THE EXECUTIVE DIRECTOR SHALL SERVE AS AN EX-OFFICIO MEMBER WITHOUT VOTE IN THE EVENT AN EXECUTIVE COMMITTEE MEMBER IS UNABLE TO ATTEND THE EXECUTIVE COMMITTEE MEETING, THERE WILL BE NO SUBSTITUTION BY AUTHORITY GRANTED BY THE BOARD, THE EXECUTIVE COMMITTEE SHALL BE RESPONSIBLE FOR THE OVERSIGHT OF THE CORPORATION BETWEEN MEETINGS OF THE BOARD. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE ASSOCIATION IS COMPRISED OF THREE MEMBERSHIP CLASSES (1) PRODUCER PERSONS OWNING DAIRY CATTLE AND PRODUCING MILK FOR SALE (2) CORPORATIONS AND BUSINESSES ENGAGED IN THE DAIRY INDUSTRY IN WISCONSIN (3) PROFESSIONAL PERSONS AND BUSINESSES NOT OWNING DAIRY CATTLE AND PRODUCING MILK FOR SALE BUT WHO ARE INVOLVED IN THE DAIRY INDUSTRY |
| FORM 990, PART VI, SECTION A, LINE 7A | (1) PRODUCERS ARE ENTITLED TO CAST ONE VOTE FOR EVERY $1 CONTRIBUTED TO DBA TO VOTE FOR PRODUCERS TO FILL THE SIX AVAILABLE PRODUCER BOARD SEATS (2) CORPORATE/PROFESSIONAL MEMBERS ARE ENTITLED TO ONE VOTE PER MEMBERSHIP TO ELECT CORPORATE/PROFESSIONAL MEMBERS TO FILL THE THREE BOARD SEATS AVAILABLE TO THIS CLASS |
| FORM 990, PART VI, SECTION A, LINE 7B | AMENDMENTS TO THE BYLAWS REQUIRE A TWO-THIRDS VOTE OF MEMBERS. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM, AND IS THEN REVIEWED AND APPROVED BY THE EXECUTIVE DIRECTOR, AND THE DIRECTOR OF FINANCE. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE BOARD OF DIRECTORS, OFFICERS, AND COMMITTEE MEMBERS WITH BOARD DELEGATED POWERS ARE COVERED BY THE CONFLICT OF INTEREST POLICY. THE POLICY IMPOSES A DUTY TO DISCLOSE ON ALL COVERED PERSONS IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICTS 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 BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. HOWEVER, ANY COVERED PERSON MAY RECUSE THEMSELVES AT ANY TIME FROM INVOLVEMENT IN ANY DECISION OR DISCUSSION IN WHICH THE DIRECTOR BELIEVES HE OR SHE HAS OR MAY HAVE A CONFLICT OF INTEREST, WITHOUT GOING THROUGH THE PROCESS FOR DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS. THE INTERESTED PERSON DISCLOSES THE FINANCIAL INTEREST AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, HE/SHE SHALL LEAVE THE 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. PROCEDURES FOR ADDRESSING A CONFLICT OF INTEREST ARE ABBREVIATED AS FOLLOWS: IF A CONFLICT HAS BEEN IDENTIFIED, AN INTERESTED PERSON PRESENTS TO THE BOARD BUT LEAVES THE MEETING BEFORE ANY DISCUSSION OR VOTE ON THE TRANSACTION. THE PRESIDING MEMBER COULD APPOINT A DISINTERRED PERSON TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION AFTER INVESTIGATION, THE BOARD OR COMMITTEE DETERMINES WHETHER A BETTER TRANSACTION IS AVAILABLE. IF THERE IS NONE, THE BOARD OR COMMITTEE VOTES ON WHETHER TO PROCEED WITH THE TRANSACTION ON THE CHANCE THERE IS A VIOLATION OF THE CONFLICT OF INTEREST POLICY. IF THE BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE A MEMBER HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE MEMBER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF, AFTER HEARING THE RESPONSE OF THE MEMBER AND MAKING FURTHER INVESTIGATION AS MAY BE WARRANTED, THE BOARD OR COMMITTEE DETERMINES THAT THE MEMBER HAS IN FACT FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL REFER THE MATTER TO THE ASSOCIATION BOARD WHICH MAY TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION IN ACCORDANCE WITH THE ASSOCIATION BYLAWS. |
| FORM 990, PART VI, SECTION B, LINE 15 | A COLLABORATIVE PROCESS TOOK PLACE BETWEEN THE EXECUTIVE COMMITTEE OF DBA AND THE BOARD OF EDGE FARMER DAIRY COOPERATIVE TO CONCLUDE THAT A RAISE WAS JUSTIFIED. NO FORMAL WRITTEN METRIC WAS USED FOR CEO OR EXECUTIVE DIRECTOR. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE GOVERNING DOCUMENTS, THE CONFLICT OF INTEREST POLICY AND THE FINANCIAL STATEMENTS ARE NOT OPEN TO THE PUBLIC. FINANCIAL STATEMENTS ARE PRESENTED TO THE MEMBERS EACH YEAR AT THE ANNUAL MEETING. |
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