2017-02-14T15:59:34-06:00 2016-08-31 263789391 WILSON MARKLE STUCKEY HARDESTY & BOTT 101 LARKSPUR LANDING CIRCLE STE 200 LARKSPUR CA 949391750 990 2015-09-01 680033227 BAY AREA DISCOVERY MUSEUM BAYA 4153393900 EAST FORT BAKER 557 MCREYNOLDS ROAD SAUSALITO CA 949652614 MICHELLE MARTINEZ CHIEF FINANCIAL OFFICER 4153393990 2017-02-06 1 MICHAEL SMITH P00097496 4159251120 2015 2021-01-29 14:40:06Z KARYN FLYNN EAST FORT BAKER 557 MCREYNOLDS ROAD SAUSALITO CA 949652614 7753754 0 X WWW.BAYAREADISCOVERYMUSEUM.ORG X 1984 CA IGNITE AND ADVANCE CREATIVE THINKING FOR ALL CHILDREN. 30 30 142 250 0 0 2954391 4001771 3369938 2935985 1825 1365 244537 214029 6570691 7153150 0 0 0 0 3828805 4287353 0 0 876044 2744528 3191664 6573333 7479017 -2642 -325867 11128098 11093664 991462 1282895 10136636 9810769 X IGNITE AND ADVANCE CREATIVE THINKING FOR ALL CHILDREN. 0 0 5764609 3144236 THE MISSION OF THE BAY AREA DISCOVERY MUSEUM (BADM) IS TO IGNITE AND ADVANCE CREATIVE THINKING FOR ALL CHILDREN. BADM INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA ON AUGUST 10, 1984, AND OPERATES AS A NONPROFIT "PUBLIC" CHARITY. BADM OPERATES A PHYSICAL CAMPUS AT FORT BAKER, A PART OF THE GOLDEN GATE NATIONAL RECREATION AREA, IN SAUSALITO, CALIFORNIA. BADM APPLIES THE LATEST RESEARCH TO DEVELOP CHILDREN WHO ARE CREATIVE PROBLEM SOLVERS EQUIPPED TO NAVIGATE LIFE'S COMPLEXITIES. AT ITS ONE-OF-A-KIND LOCATION AT THE BASE OF THE GOLDEN GATE BRIDGE, BADM PROVIDES STEM-FOCUSED, INQUIRY-DRIVEN ACTIVITIES AND EXPERIENCES THAT DEVELOP CREATIVITY AND CONCEPTUAL THINKING; CRITICAL COMPONENTS OF PROBLEM SOLVING THAT ARE TOO OFTEN MISSING FROM EARLY CHILDHOOD EDUCATION. BADM ALSO SERVES THE BROADER COMMUNITY BY PROVIDING INFORMATION, MODELS, TRAINING AND RESOURCES FOR EDUCATORS AND FAMILIES. BADM IS UNIQUELY POSITIONED TO COMBINE RESEARCH ON HOW CHILDREN LEARN BEST WITH PRACTICAL APPLICATION TO DELIVER THE BEST EARLY CHILDHOOD EDUCATION. IN 2011, BADM LAUNCHED THE CENTER FOR CHILDHOOD CREATIVITY (CCC) AS ITS RESEARCH AND ADVISORY DIVISION, TO BRIDGE THE GAP BETWEEN ACADEMIC RESEARCH IN THE FIELDS OF NEUROSCIENCE, EDUCATION, PSYCHOLOGY AND CREATIVITY STUDIES WITH THE PRACTITIONERS CHARGED WITH RAISING A GENERATION OF FUTURE INNOVATORS. THE CCC PROVIDES THE CUTTING-EDGE RESEARCH FRAMEWORK BEHIND BADM PROGRAMMING, CREATING A POSITIVE FEEDBACK LOOP: THE PROGRAMS OF BADM ARE BASED ON CCC RESEARCH FRAMEWORKS AND THE CCC ACCESSES THE BADM AUDIENCES AND PROGRAMS TO INFORM ITS RESEARCH ENDEAVORS. THE EXHIBITS OF BADM BRING CREATIVE THINKING TO LIFE FOR ALL STAGES OF CHILDHOOD. EXHIBITS WITHIN BADM INCLUDE: FAB LAB, A HIGH-TECH MAKERSPACE THAT OPENED IN 2016DISCOVERY HALL, WHICH ROTATES UP TO THREE SPECIAL EXHIBITIONS ANNUALLYTOT SPOT, AN INDOOR AND OUTDOOR MULTI-SENSORY EXPERIENCE FOR INFANTS AND TODDLERS ART STUDIOS, WITH FACILITATED ART PROGRAMS AND PROJECTS FOR ALL AGES LOOKOUT COVE, A 2.5-ACRE OUTDOOR SPACE COMPLETE WITH AN OUTDOOR LEARNING LAB BAY HALL, A SIMULATION OF THE SAN FRANCISCO AND OAKLAND PORTS IN ADDITION TO THE EXHIBITS, BADM OPERATES A LICENSED ON-SITE PRESCHOOL (THE DISCOVERY SCHOOL), OFFERS SCHOOL YEAR AND SUMMER CAMPS AND DELIVERS NUMEROUS FREE, DROP-IN ART AND STEM-BASED PROGRAMS AND FAMILY FESTIVALS. IN ADDITION, BADM HAS A ROBUST SCHOOL VISIT PROGRAM, INCLUDING A STRONG PRESCHOOL OUTREACH PROGRAM CALLED CONNECTIONS. THROUGH THE SCHOOL VISIT PROGRAMS, MORE THAN 8,500 SCHOOLCHILDREN VISIT EACH YEAR AND APPROXIMATELY 56,700 VISITORS RECEIVE DISCOUNTED OR FREE ADMISSION. THE DISCOVERY STORE OFFERS A WIDE VARIETY OF EDUCATIONAL, INTERACTIVE AND FUN PRODUCTS. BADM AWARD-WINNING BIRTHDAY PARTIES AND SITE RENTALS SERVE 13,000 VISITORS EACH YEAR. CONTRIBUTIONS RECEIVED FROM INDIVIDUALS, FOUNDATIONS AND CORPORATIONS COMPRISE NEARLY HALF OF THE ANNUAL REVENUE OF BADM. HISTORICALLY, BADM HOSTS THREE MAJOR FUNDRAISING EVENTS ANNUALLY INCLUDING: GOBLIN JAMBOREE, A TWO-DAY HALLOWEEN FESTIVAL CREATIVITY FORUM, A LECTURE AND LUNCHEON FEATURING THOUGHT-LEADERS SPEAKING ON THE TOPIC OF CREATIVITY ANNUAL GALA 5764609 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 1 45 0 1 142 1 0 0 0 0 0 1 1 0 0 0 0 X 30 30 0 0 0 0 0 0 0 1 0 0 0 1 1 1 1 1 1 1 1 0 CA X X THE ORGANIZATION 4153393900 EAST FORT BAKER 557 MCREYNOLDS ROAD SAUSALITO CA 949652614 ANDREW HOYBACH TREASURER 1.00 X X 0 0 0 ELIZABETH PANG FULLERTON TRUSTEE 1.00 X 0 0 0 MARK CASEY TRUSTEE 1.00 X 0 0 0 CARRIE WHEELER TRUSTEE 1.00 X 0 0 0 DAVE MACKNIGHT TRUSTEE 1.00 X 0 0 0 STEPHEN PERKINS TRUSTEE 1.00 X 0 0 0 ALEXANDER FRASER TRUSTEE 1.00 X 0 0 0 ALFRED LIN TRUSTEE 1.00 X 0 0 0 BETSY MCDERMOTT TRUSTEE 1.00 X 0 0 0 NELLIE LEVCHIN TRUSTEE 1.00 X 0 0 0 VICKIE BARRET CHAIR 1.00 X X 0 0 0 ADRIANNE YAMAKI TRUSTEE 1.00 X 0 0 0 ALICIA ENGSTROM TRUSTEE 1.00 X 0 0 0 JONATHAN SABEN SECRETARY 1.00 X X 0 0 0 KATHRYN FREEMAN TRUSTEE 1.00 X 0 0 0 MARA LOWRY TRUSTEE 1.00 X 0 0 0 PETER MORTIMER TRUSTEE 1.00 X 0 0 0 ANNE KERR L'HEUREUX TRUSTEE 1.00 X 0 0 0 HEATHER FOWLER TRUSTEE 1.00 X 0 0 0 JANE GRUBER TRUSTEE 1.00 X 0 0 0 KATIE MCCARTHY TRUSTEE 1.00 X 0 0 0 MARK FITENY TRUSTEE 1.00 X 0 0 0 ROBERT BYRNE TRUSTEE 1.00 X 0 0 0 CHRISTIAN SOWUL TRUSTEE 1.00 X 0 0 0 HELENE KOCHER TRUSTEE 1.00 X 0 0 0 HELINA YING-FAN AU TRUSTEE 1.00 X 0 0 0 JESSICA MARANTZ TRUSTEE 1.00 X 0 0 0 LIVIA STONE FORMER TRUSTEE 1.00 X 0 0 0 MICHAEL MCKINNON TRUSTEE 1.00 X 0 0 0 SCOTT CLARK TRUSTEE 1.00 X 0 0 0 SCOTT FABER TRUSTEE 1.00 X 0 0 0 KARYN FLYNN CEO AND EXECUTIVE DIRECTOR 40.00 X 187923 0 0 MICHELLE MARTINEZ CHIEF FINANCIAL OFFICER 40.00 X 112194 0 9705 BRANDY VAUSE VP-EXTERNAL RELATIONS 40.00 X 129423 0 4616 429540 0 14321 3 0 1 0 0 695773 74980 3231018 70409 4001771 PROGRAM FEES 713990 1052145 1052145 ADMISSION FEES 713990 991749 991749 MEMBERSHIP DUES 713990 892091 892091 2935985 897 897 35964 7638 28326 28326 28326 67755 67287 468 468 468 212624 695773 286502 -73878 -73878 447428 239177 208251 208251 CAFE SALES SHARE 722210 51330 51330 51330 7153150 3144236 0 7143 328323 115460 127331 85532 3331270 2272272 657742 401256 371651 233179 93066 45406 256109 160687 64133 31289 22900 22900 599765 323572 204392 71801 209733 17212 164112 28409 145100 5821 139279 199780 183630 6468 9682 43746 22232 8192 13322 731342 690563 40779 44426 28597 15829 MAINTENANCE AND REPAIRS 253044 245824 6870 350 UTILITIES 209254 209254 0 0 PRINTING AND PUBLICATIO 165251 8805 131370 25076 SUPPLIES 157100 145342 10107 1651 410223 1102159 -854206 162270 7479017 5764609 838364 876044 245357 1145304 2274733 1210484 374275 967715 135468 141479 80282 84086 246931 332321 18031551 10819276 7771052 7212275 11128098 11093664 459747 624733 531715 658162 991462 1282895 X 9407561 8311390 729075 1499379 10136636 9810769 11128098 11093664 -325867 0 X 0 1 X 1 0 X 2127834 2434594 2417640 2954391 4001771 13936230 2127834 2434594 2417640 2954391 4001771 13936230 934336 13001894 36711 52523 42227 62539 36861 230861 14167091 16167889 0.91780 0.90490 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 18031551 10819276 7212275 7212275 X 7293497 140347 140347 7153150 0 7153150 7619364 140347 140347 7479017 0 7479017 PART X, LINE 2: THE MANAGEMENT OF THE MUSEUM CONSIDERS CERTAIN TAX POSITIONS TAKEN BY THE MUSEUM. A TAX POSITION IS A POSITION TAKEN IN A PREVIOUSLY FILED TAX RETURN OR A POSITION THE MANAGEMENT OF THE MUSEUM EXPECTS TO TAKE IN A FUTURE TAX RETURN THAT FIGURES IN MEASURING CURRENT OR DEFERRED INCOME TAX ASSETS AND LIABILITIES FOR INTERIM OR ANNUAL PERIODS. A TAX POSITION ENCOMPASSES, BUT IS NOT LIMITED TO, THE STATUS OF AN ENTITY, INCLUDING ITS STATUS AS A PASS-THROUGH OR TAX-EXEMPT ENTITY. ACCORDINGLY, IT IS POSSIBLE THAT TAX POSITIONS TAKEN ON TAX RETURNS AND RELATED AMOUNTS RECOGNIZED HEREIN COULD VARY. PLAYDATE 300651 237151 63500 70905 63966 1721 CREATIVITY FORUM 493629 435990 57639 29202 73200 9767 1 114117 22632 91485 9599 20671 7471 908397 695773 212624 29202 153704 94404 9192 286502 -73878 X X X X 0 0 0 0 0 0 0 0 0 KARYN FLYNN CEO AND EXECUTIVE DIRECTOR 187923 0 0 0 0 0 0 0 29 0 187952 0 0 0 PART I, LINE 3 COMPENSATION APPROVAL POLICIES. A VOTING MEMBER OF THE BOARD WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE MUSEUM FOR SERVICES IS PRECLUDED FROM VOTING ON MATTERS PERTAINING TO THAT MEMBER'S COMPENSATION. A VOTING MEMBER OF ANY COMMITTEE WHOSE JURISDICTION INCLUDES COMPENSATION MATTERS AND WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE MUSEUM FOR SERVICES IS PRECLUDED FROM VOTING ON MATTERS PERTAINING TO THAT MEMBER'S COMPENSATION. NO VOTING MEMBER OF THE BOARD OR ANY COMMITTEE WHOSE JURISDICTION INCLUDES COMPENSATION MATTERS AND WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE MUSEUM, EITHER INDIVIDUALLY OR COLLECTIVELY, IS PROHIBITED FROM PROVIDING INFORMATION TO ANY COMMITTEE REGARDING COMPENSATION. WHEN APPROVING COMPENSATION FOR TRUSTEES, OFFICERS AND EMPLOYEES, CONTRACTORS AND ANY OTHER COMPENSATION CONTRACT OR ARRANGEMENT, IN ADDITION TO COMPLYING WITH THE CONFLICT OF INTEREST REQUIREMENTS AND POLICIES, THE BOARD OR A DULY CONSTITUTED COMPENSATION COMMITTEE OF THE BOARD SHALL ALSO COMPLY WITH THE FOLLOWING ADDITIONAL REQUIREMENTS AND PROCEDURES: (A) THE TERMS OF COMPENSATION SHALL BE APPROVED BY THE BOARD OR COMPENSATION COMMITTEE PRIOR TO THE FIRST PAYMENT OF COMPENSATION. (B) ALL MEMBERS OF THE BOARD OR COMPENSATION COMMITTEE WHO APPROVE COMPENSATION ARRANGEMENTS MUST NOT HAVE A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT AS SPECIFIED IN IRS REGULATION SECTION 53.4958-6(C)(III), WHICH GENERALLY REQUIRES THAT EACH BOARD MEMBER OR COMMITTEE MEMBER APPROVING A COMPENSATION ARRANGEMENT BETWEEN THIS ORGANIZATION AND A "DISQUALIFIED PERSON" (AS DEFINED IN SECTION 4958(F)(1) OF THE INTERNAL REVENUE CODE AND AS AMPLIFIED BY SECTION 53.4958-3 OF THE IRS REGULATIONS): (1) IS NOT THE PERSON WHO IS THE SUBJECT OF COMPENSATION ARRANGEMENT, OR A FAMILY MEMBER OF SUCH PERSON; (2) IS NOT IN AN EMPLOYMENT RELATIONSHIP SUBJECT TO THE DIRECTION OR CONTROL OF THE PERSON WHO IS THE SUBJECT OF COMPENSATION ARRANGEMENT; (3) DOES NOT RECEIVE COMPENSATION OR OTHER PAYMENTS SUBJECT TO APPROVAL BY THE PERSON WHO IS THE SUBJECT OF COMPENSATION ARRANGEMENT; (4) HAS NO MATERIAL FINANCIAL INTEREST AFFECTED BY THE COMPENSATION ARRANGEMENT; AND (5) DOES NOT APPROVE A TRANSACTION PROVIDING ECONOMIC BENEFITS TO THE PERSON WHO IS THE SUBJECT OF THE COMPENSATION ARRANGEMENT, WHO IN TURN HAS APPROVED OR WILL APPROVE A TRANSACTION PROVIDING BENEFITS TO THE BOARD OR COMMITTEE MEMBER. (C) THE BOARD OR COMPENSATION COMMITTEE SHALL OBTAIN AND RELY UPON APPROPRIATE DATA AS TO COMPARABILITY PRIOR TO APPROVING THE TERMS OF COMPENSATION. APPROPRIATE DATA MAY INCLUDE THE FOLLOWING: (1) COMPENSATION LEVELS PAID BY SIMILARLY SITUATED ORGANIZATIONS, BOTH TAXABLE AND TAX-EXEMPT, FOR FUNCTIONALLY COMPARABLE POSITIONS. "SIMILARLY SITUATED ORGANIZATIONS ARE THOSE OF A SIMILAR SIZE AND PURPOSE AND WITH SIMILAR RESOURCES; (2) THE AVAILABILITY OF SIMILAR SERVICES IN THE GEOGRAPHIC AREA OF THIS ORGANIZATION; (3) CURRENT COMPENSATION SURVEYS COMPILED BY INDEPENDENT FIRMS; AND (4) ACTUAL WRITTEN OFFERS FROM SIMILAR INSTITUTIONS COMPETING FOR THE SERVICES OF THE PERSON WHO IS THE SUBJECT OF THE COMPENSATION ARRANGEMENT. AS ALLOWED BY IRS REGULATION 4958-6, IF THIS ORGANIZATION HAS AVERAGE ANNUAL GROSS RECEIPTS (INCLUDING CONTRIBUTIONS) FOR ITS THREE PRIOR TAX YEARS OF LESS THAN $1 MILLION, THE BOARD OR COMPENSATION COMMITTEE WILL HAVE OBTAINED AND RELIED UPON APPROPRIATE DATA AS TO COMPARABILITY IF IT OBTAINS AND RELIES UPON DATA ON COMPENSATION PAID BY THREE COMPARABLE ORGANIZATIONS IN THE SAME OR SIMILAR COMMUNITIES FOR SIMILAR SERVICES. (D) THE TERMS OF COMPENSATION AND THE BASIS FOR APPROVING THEM SHALL BE RECORDED IN WRITTEN MINUTES OF THE MEETING OF THE BOARD OR COMPENSATION COMMITTEE THAT APPROVED THE COMPENSATION. SUCH DOCUMENTATION SHALL INCLUDE: (1) THE TERMS OF THE COMPENSATION ARRANGEMENT AND THE DATE IT WAS APPROVED; (2) THE MEMBERS OF THE BOARD OR COMPENSATION COMMITTEE WHO WERE PRESENT DURING DEBATE ON THE TRANSACTION, THOSE WHO VOTED ON IT, AND THE VOTES CAST BY EACH BOARD OR COMMITTEE MEMBER; (3) THE COMPARABILITY DATA OBTAINED AND RELIED UPON AND HOW THE DATA WAS OBTAINED; (4) IF THE BOARD OR COMPENSATION COMMITTEE DETERMINES THAT REASONABLE COMPENSATION FOR A SPECIFIC POSITION IN THIS ORGANIZATION OR FOR PROVIDING SERVICES UNDER ANY OTHER COMPENSATION ARRANGEMENT WITH THIS ORGANIZATION IS HIGHER OR LOWER THAN THE RANGE OF COMPARABILITY DATA OBTAINED, THE BOARD OR COMMITTEE SHALL RECORD IN THE MINUTES OF THE MEETING THE BASIS FOR ITS DETERMINATION; (5) IF THE BOARD OR COMMITTEE MAKES ADJUSTMENTS TO COMPARABILITY DATA DUE TO GEOGRAPHIC AREA OR OTHER SPECIFIC CONDITIONS, THESE ADJUSTMENTS AND THE REASONS FOR THEM SHALL BE RECORDED IN THE MINUTES OF THE BOARD OR COMMITTEE MEETING; (6) ANY ACTIONS TAKEN WITH RESPECT TO DETERMINING IF A BOARD OR COMMITTEE MEMBER HAD A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT, AND IF SO, ACTIONS TAKEN TO MAKE SURE THE MEMBER WITH THE CONFLICT OF INTEREST DID NOT AFFECT OR PARTICIPATE IN THE APPROVAL OF THE TRANSACTION (FOR EXAMPLE, A NOTATION IN THE RECORDS THAT AFTER A FINDING OF CONFLICT OF INTEREST BY A MEMBER, THE MEMBER WITH THE CONFLICT OF INTEREST WAS ASKED TO, AND DID, LEAVE THE MEETING PRIOR TO A DISCUSSION OF THE COMPENSATION ARRANGEMENT AND A TAKING OF THE VOTES TO APPROVE THE ARRANGEMENT); AND (7) THE MINUTES OF BOARD OR COMMITTEE MEETINGS AT WHICH COMPENSATION ARRANGEMENTS ARE APPROVED MUST BE PREPARED BEFORE THE LATER OF THE DATE OF THE NEXT BOARD OR COMMITTEE MEETING OR 60 DAYS AFTER THE FINAL ACTIONS OF THE BOARD OR COMMITTEE ARE TAKEN WITH RESPECT TO THE APPROVAL OF THE COMPENSATION ARRANGEMENTS. THE MINUTES MUST BE REVIEWED AND APPROVED BY THE BOARD AND COMMITTEE AS REASONABLE, ACCURATE AND COMPLETE WITHIN A REASONABLE PERIOD THEREAFTER, NORMALLY PRIOR TO OR AT THE NEXT BOARD OR COMMITTEE MEETING FOLLOWING FINAL ACTION ON THE ARRANGEMENT BY THE BOARD OR COMMITTEE. X 7 67287 AVG HI/LO MARKET PRICE X OTHER 2 3122 ESTIMATE GIVEN BY DO 0 0 1 PART I, COLUMN (B): THE NUMBER OF CONTRIBUTIONS PART I, LINE 32B: THE MUSEUM MAINTAINS AN ACCOUNT WITH A BROKER-DEALER FIRM, WHICH IS INSTRUCTED TO SELL CONTRIBUTIONS OF MARKETABLE EQUITY SECURITIES IMMEDIATELY FORM 990, PART VI, SECTION A, LINE 8B THE BOARD OF TRUSTEES OF THE MUSEUM APPROVES ALL ACTIONS OF ITS COMMITTEES. FORM 990, PART VI, SECTION B, LINE 11 THE FINANCE COMMITTEE OF THE BOARD OF TRUSTEES OF THE MUSEUM RECEIVES AND REVIEWS FORM 990. FORM 990, PART VI, SECTION B, LINE 12C TO ENSURE THE MUSEUM OPERATES IN A MANNER CONSISTENT WITH CHARITABLE PURPOSES AND DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS TAX-EXEMPT STATUS, PERIODIC REVIEWS SHALL BE CONDUCTED. THE PERIODIC REVIEWS SHALL, AT A MINIMUM, INCLUDE THE FOLLOWING SUBJECTS: (A) WHETHER COMPENSATION ARRANGEMENTS AND BENEFITS ARE REASONABLE, BASED ON COMPETENT SURVEY INFORMATION, AND THE RESULT OF ARM'S-LENGTH BARGAINING; (B) WHETHER PARTNERSHIPS, JOINT VENTURES AND ARRANGEMENTS WITH MANAGEMENT ORGANIZATIONS CONFORM TO THE WRITTEN POLICIES OF THE MUSEUM, ARE PROPERLY RECORDED, REFLECT REASONABLE INVESTMENT OR PAYMENTS FOR GOODS AND SERVICES, FURTHER CHARITABLE PURPOSES AND DO NOT RESULT IN INUREMENT, IMPERMISSIBLE PRIVATE BENEFIT OR IN AN EXCESS BENEFIT TRANSACTION; AND WHETHER THE GOVERNING DOCUMENTS AND POLICIES AND PROCEDURES OF THE MUSEUM ARE COMPLIANT WITH CURRENT LAWS. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION APPROVAL POLICIES. A VOTING MEMBER OF THE BOARD WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE MUSEUM FOR SERVICES IS PRECLUDED FROM VOTING ON MATTERS PERTAINING TO THAT MEMBER'S COMPENSATION. A VOTING MEMBER OF ANY COMMITTEE WHOSE JURISDICTION INCLUDES COMPENSATION MATTERS AND WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE MUSEUM FOR SERVICES IS PRECLUDED FROM VOTING ON MATTERS PERTAINING TO THAT MEMBER'S COMPENSATION. NO VOTING MEMBER OF THE BOARD OR ANY COMMITTEE WHOSE JURISDICTION INCLUDES COMPENSATION MATTERS AND WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE MUSEUM, EITHER INDIVIDUALLY OR COLLECTIVELY, IS PROHIBITED FROM PROVIDING INFORMATION TO ANY COMMITTEE REGARDING COMPENSATION. WHEN APPROVING COMPENSATION FOR TRUSTEES, OFFICERS AND EMPLOYEES, CONTRACTORS AND ANY OTHER COMPENSATION CONTRACT OR ARRANGEMENT, IN ADDITION TO COMPLYING WITH THE CONFLICT OF INTEREST REQUIREMENTS AND POLICIES, THE BOARD OR A DULY CONSTITUTED COMPENSATION COMMITTEE OF THE BOARD SHALL ALSO COMPLY WITH THE FOLLOWING ADDITIONAL REQUIREMENTS AND PROCEDURES: (A) THE TERMS OF COMPENSATION SHALL BE APPROVED BY THE BOARD OR COMPENSATION COMMITTEE PRIOR TO THE FIRST PAYMENT OF COMPENSATION. (B) ALL MEMBERS OF THE BOARD OR COMPENSATION COMMITTEE WHO APPROVE COMPENSATION ARRANGEMENTS MUST NOT HAVE A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT AS SPECIFIED IN IRS REGULATION SECTION 53.4958-6(C)(III), WHICH GENERALLY REQUIRES THAT EACH BOARD MEMBER OR COMMITTEE MEMBER APPROVING A COMPENSATION ARRANGEMENT BETWEEN THIS ORGANIZATION AND A "DISQUALIFIED PERSON" (AS DEFINED IN SECTION 4958(F)(1) OF THE INTERNAL REVENUE CODE AND AS AMPLIFIED BY SECTION 53.4958-3 OF THE IRS REGULATIONS): (1) IS NOT THE PERSON WHO IS THE SUBJECT OF COMPENSATION ARRANGEMENT, OR A FAMILY MEMBER OF SUCH PERSON; (2) IS NOT IN AN EMPLOYMENT RELATIONSHIP SUBJECT TO THE DIRECTION OR CONTROL OF THE PERSON WHO IS THE SUBJECT OF COMPENSATION ARRANGEMENT; (3) DOES NOT RECEIVE COMPENSATION OR OTHER PAYMENTS SUBJECT TO APPROVAL BY THE PERSON WHO IS THE SUBJECT OF COMPENSATION ARRANGEMENT; (4) HAS NO MATERIAL FINANCIAL INTEREST AFFECTED BY THE COMPENSATION ARRANGEMENT; AND (5) DOES NOT APPROVE A TRANSACTION PROVIDING ECONOMIC BENEFITS TO THE PERSON WHO IS THE SUBJECT OF THE COMPENSATION ARRANGEMENT, WHO IN TURN HAS APPROVED OR WILL APPROVE A TRANSACTION PROVIDING BENEFITS TO THE BOARD OR COMMITTEE MEMBER. (C) THE BOARD OR COMPENSATION COMMITTEE SHALL OBTAIN AND RELY UPON APPROPRIATE DATA AS TO COMPARABILITY PRIOR TO APPROVING THE TERMS OF COMPENSATION. APPROPRIATE DATA MAY INCLUDE THE FOLLOWING: (1) COMPENSATION LEVELS PAID BY SIMILARLY SITUATED ORGANIZATIONS, BOTH TAXABLE AND TAX-EXEMPT, FOR FUNCTIONALLY COMPARABLE POSITIONS. "SIMILARLY SITUATED ORGANIZATIONS ARE THOSE OF A SIMILAR SIZE AND PURPOSE AND WITH SIMILAR RESOURCES; (2) THE AVAILABILITY OF SIMILAR SERVICES IN THE GEOGRAPHIC AREA OF THIS ORGANIZATION; (3) CURRENT COMPENSATION SURVEYS COMPILED BY INDEPENDENT FIRMS; AND (4) ACTUAL WRITTEN OFFERS FROM SIMILAR INSTITUTIONS COMPETING FOR THE SERVICES OF THE PERSON WHO IS THE SUBJECT OF THE COMPENSATION ARRANGEMENT. AS ALLOWED BY IRS REGULATION 4958-6, IF THIS ORGANIZATION HAS AVERAGE ANNUAL GROSS RECEIPTS (INCLUDING CONTRIBUTIONS) FOR ITS THREE PRIOR TAX YEARS OF LESS THAN $1 MILLION, THE BOARD OR COMPENSATION COMMITTEE WILL HAVE OBTAINED AND RELIED UPON APPROPRIATE DATA AS TO COMPARABILITY IF IT OBTAINS AND RELIES UPON DATA ON COMPENSATION PAID BY THREE COMPARABLE ORGANIZATIONS IN THE SAME OR SIMILAR COMMUNITIES FOR SIMILAR SERVICES. (D) THE TERMS OF COMPENSATION AND THE BASIS FOR APPROVING THEM SHALL BE RECORDED IN WRITTEN MINUTES OF THE MEETING OF THE BOARD OR COMPENSATION COMMITTEE THAT APPROVED THE COMPENSATION. SUCH DOCUMENTATION SHALL INCLUDE: (1) THE TERMS OF THE COMPENSATION ARRANGEMENT AND THE DATE IT WAS APPROVED; (2) THE MEMBERS OF THE BOARD OR COMPENSATION COMMITTEE WHO WERE PRESENT DURING DEBATE ON THE TRANSACTION, THOSE WHO VOTED ON IT, AND THE VOTES CAST BY EACH BOARD OR COMMITTEE MEMBER; (3) THE COMPARABILITY DATA OBTAINED AND RELIED UPON AND HOW THE DATA WAS OBTAINED; (4) IF THE BOARD OR COMPENSATION COMMITTEE DETERMINES THAT REASONABLE COMPENSATION FOR A SPECIFIC POSITION IN THIS ORGANIZATION OR FOR PROVIDING SERVICES UNDER ANY OTHER COMPENSATION ARRANGEMENT WITH THIS ORGANIZATION IS HIGHER OR LOWER THAN THE RANGE OF COMPARABILITY DATA OBTAINED, THE BOARD OR COMMITTEE SHALL RECORD IN THE MINUTES OF THE MEETING THE BASIS FOR ITS DETERMINATION; (5) IF THE BOARD OR COMMITTEE MAKES ADJUSTMENTS TO COMPARABILITY DATA DUE TO GEOGRAPHIC AREA OR OTHER SPECIFIC CONDITIONS, THESE ADJUSTMENTS AND THE REASONS FOR THEM SHALL BE RECORDED IN THE MINUTES OF THE BOARD OR COMMITTEE MEETING; (6) ANY ACTIONS TAKEN WITH RESPECT TO DETERMINING IF A BOARD OR COMMITTEE MEMBER HAD A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT, AND IF SO, ACTIONS TAKEN TO MAKE SURE THE MEMBER WITH THE CONFLICT OF INTEREST DID NOT AFFECT OR PARTICIPATE IN THE APPROVAL OF THE TRANSACTION (FOR EXAMPLE, A NOTATION IN THE RECORDS THAT AFTER A FINDING OF CONFLICT OF INTEREST BY A MEMBER, THE MEMBER WITH THE CONFLICT OF INTEREST WAS ASKED TO, AND DID, LEAVE THE MEETING PRIOR TO A DISCUSSION OF THE COMPENSATION ARRANGEMENT AND A TAKING OF THE VOTES TO APPROVE THE ARRANGEMENT); AND (7) THE MINUTES OF BOARD OR COMMITTEE MEETINGS AT WHICH COMPENSATION ARRANGEMENTS ARE APPROVED MUST BE PREPARED BEFORE THE LATER OF THE DATE OF THE NEXT BOARD OR COMMITTEE MEETING OR 60 DAYS AFTER THE FINAL ACTIONS OF THE BOARD OR COMMITTEE ARE TAKEN WITH RESPECT TO THE APPROVAL OF THE COMPENSATION ARRANGEMENTS. THE MINUTES MUST BE REVIEWED AND APPROVED BY THE BOARD AND COMMITTEE AS REASONABLE, ACCURATE AND COMPLETE WITHIN A REASONABLE PERIOD THEREAFTER, NORMALLY PRIOR TO OR AT THE NEXT BOARD OR COMMITTEE MEETING FOLLOWING FINAL ACTION ON THE ARRANGEMENT BY THE BOARD OR COMMITTEE. FORM 990, PART VI, SECTION C, LINE 19 THE MUSEUM MAKES IT FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC AS PART OF ITS ANNUAL REPORT, WHICH IS AVAILABLE FROM THE WEBSITE OF THE MUSEUM OR UPON WRITTEN REQUEST. THE MUSEUM MAKES ITS GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC UPON WRITTEN REQUEST.