2016-01-19T20:49:02-06:00 2015-08-31 263789391 WILSON MARKLE STUCKEY HARDESTY & BOTT 101 LARKSPUR LANDING CIRCLE STE 200 LARKSPUR CA 949391750 990 2014-09-01 680033227 BAY AREA DISCOVERY MUSEUM BAYA 4153393900 EAST FORT BAKER 557 MCREYNOLDS ROAD SAUSALITO CA 949652614 MICHELLE MARTINEZ CHIEF FINANCIAL OFFICER 4153393990 2016-01-11 1 MICHAEL SMITH P00097496 4159251120 2014 2016-04-25 22:37:26Z KARYN FLYNN EAST FORT BAKER 557 MCREYNOLDS ROAD SAUSALITO CA 949652614 7271035 0 X WWW.BAYKIDSMUSEUM.ORG/HOME/ X 1984 CA IGNITE AND ADVANCE CREATIVE THINKING FOR ALL CHILDREN. 30 30 150 250 0 0 2417640 2954391 2648375 3369938 1385 1825 52232 244537 5119632 6570691 0 0 0 0 3562061 3828805 0 0 756961 2447788 2744528 6009849 6573333 -890217 -2642 11058433 11128098 919155 991462 10139278 10136636 X IGNITE AND ADVANCE CREATIVE THINKING FOR ALL CHILDREN. 0 0 4578104 0 3599995 THE MUSEUM OPERATES A PHYSICAL CAMPUS AT FORT BAKER, A PART OF THE GOLDEN GATE NATIONAL RECREATION AREA, IN SAUSALITO, CALIFORNIA. IN 2011, THE MUSEUM LAUNCHED THE CENTER FOR CHILDHOOD CREATIVITY AS ITS RESEARCH AND ADVISORY DIVISION, WORKING AT A NATIONAL SCALE TO ADVANCE THE RESEARCH THAT INFORMS OUR UNDERSTANDING OF CHILDHOOD CREATIVITY, TO ADVOCATE FOR ITS CRITICAL IMPORTANCE AND TO INSPIRE THE NEXT GENERATION OF INNOVATORS, THOUGHT LEADERS AND PROBLEM-SOLVERS. CREATIVITY IS THE FOUNDATION OF ALL OTHER MILESTONES IN EDUCATIONAL DEVELOPMENT. HARNESSING CREATIVITY AT A YOUNG AGE, WHEN BRAIN DEVELOPMENT AND PLASTICITY IS AT ITS PEAK, NOT ONLY OPTIMIZES ACADEMIC SUCCESS, BUT ALSO IS CRITICAL FOR SOCIAL-EMOTIONAL DEVELOPMENT, CRITICAL THINKING AND PROBLEM SOLVING. THE MUSEUM IS TRANSFORMING THE OUTCOMES FOR CHILDREN AND THE IMPLICATIONS FOR SOCIETY BY BUILDING FUNDAMENTAL CREATIVITY SKILLS AT AN EARLY AGE THAT WILL CHANGE THE WAY THEY LEARN AND THE WAY THEY CONTRIBUTE TO THE WORLD. AT ITS ONE-OF-A-KIND LOCATION AT THE FOOT OF THE GOLDEN GATE BRIDGE ON 7.5 ACRES OF NATIONAL PARK LAND, THE MUSEUM FACILITATES CHILD-DIRECTED, OPEN-ENDED, INQUIRY-DRIVEN LEARNING THROUGH HANDS-ON EXHIBITIONS, RICH ACTIVITIES AND RISK-FRIENDLY CHALLENGES DESIGNED TO IGNITE CREATIVITY, AS WELL AS SCIENCE, TECHNOLOGY, ENGINEERING AND MATH (STEM) SKILLS AND CRITICAL THINKING. EACH CURATED DETAIL OF THE EXHIBITS BRINGS CREATIVE THINKING TO LIFE FOR ALL STAGES OF CHILDHOOD. EXHIBITS WITHIN THE MUSEUM INCLUDE: FAB LAB, A HIGH-TECH MAKERSPACE THAT WILL OPEN IN 2016 DISCOVERY HALL, WHICH ROTATES UP TO THREE SPECIAL EXHIBITIONS ANNUALLY TOT SPOT, AN INDOOR AND OUTDOOR MULTI-SENSORY EXPERIENCE FOR TODDLERS ART STUDIOS, WITH PROJECTS FOR YOUNGER AND OLDER CHILDREN LOOKOUT COVE, A 2.5-ACRE OUTDOOR SPACE COMPLETE WITH OUTDOOR LEARNING LABS BAY HALL, A SIMULATION OF THE SAN FRANCISCO AND OAKLAND PORTS AND DISCOVERY THEATRE, A 180-SEAT PERFORMANCE AND SPECIAL EVENT SPACE. IN ADDITION TO THE EXHIBITS, THE MUSEUM OPERATES A LICENSED PRESCHOOL (RECENTLY RENAMED THE DISCOVERY SCHOOL), OFFERS SCHOOL YEAR AND SUMMER CAMPS, DELIVERS NUMEROUS FREE, DROP-IN ART AND STEM-BASED PROGRAMS AND WORKSHOPS AND NUMEROUS FAMILY FESTIVALS. IN ADDITION, THE MUSEUM HAS A ROBUST SCHOOL VISIT PROGRAM, INCLUDING A STRONG PRESCHOOL OUTREACH PROGRAM CALLED CONNECTIONS. OVER 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. THE 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 THE MUSEUM. HISTORICALLY, THE MUSEUM 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 EVENT. 4578104 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 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 42 0 1 150 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 MICHELLE MARTINEZ 4153393900 EAST FORT BAKER 557 MCREYNOLDS ROAD SAUSALITO CA 949652614 SANJAY JAIN TRUSTEE 1.00 X 0 0 0 ERNEST CHOW TRUSTEE 1.00 X 0 0 0 CIGDEM GENCER TRUSTEE 1.00 X 0 0 0 ANDREW HOYBACH TREASURER 1.00 X X 0 0 0 ELIZABETH PANG FULLERTON TRUSTEE 1.00 X 0 0 0 JEANA TONEY TRUSTEE 1.00 X 0 0 0 KATHERINE ROTHSCHILD 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 KEN HORNE 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 ANN BAILEY WHITE 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 LHEUREUX 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 KARYN FLYNN CEO AND EXECUTIVE DIRECTOR 40.00 X 178077 0 0 ROLF NEUWEILER FORMER CHIEF FINANCIAL OFFICER 40.00 X 143994 0 7005 MICHELLE MARTINEZ CHIEF FINANCIAL OFFICER 40.00 X 28361 0 1310 BRANDY VAUSE VP-EXTERNAL RELATIONS 40.00 X 119808 0 4613 470240 0 12928 3 0 1 0 0 763352 64676 2126363 94897 2954391 ADMISSION FEES 713990 1282656 1282656 PROGRAM FEES 713990 1238555 1238555 MEMBERSHIP DUES 713990 848727 848727 3369938 1920 1920 60619 17883 42736 42736 42736 89027 89122 -95 -95 -95 266315 763352 341404 -75089 -75089 481992 251935 230057 230057 CAFE SALES SHARE 722210 46833 46833 46833 6570691 3599995 0 16305 332954 240954 92000 2932275 1772139 822211 337925 335343 185122 112897 37324 228233 125994 76836 25403 42415 42415 285596 121216 148269 16111 168531 13680 152458 2393 166290 2486 163804 147005 118662 23781 4562 31005 4992 15794 10219 702831 626210 71819 4802 44242 44242 UTILITIES 204374 0 204374 0 SUPPLIES 159823 134607 20106 5110 MAINTENANCE AND REPAIRS 138216 35276 102940 0 PRINTING AND PUBLICATIO 126411 23495 69400 33516 527789 1414225 -1074032 187596 6573333 4578104 1238268 756961 202440 245357 2066350 2274733 186607 374275 54330 135468 60048 80282 189335 246931 17858985 10087933 8299323 7771052 11058433 11128098 435511 459747 483644 531715 919155 991462 X 9050723 9407561 1088555 729075 10139278 10136636 11058433 11128098 -2642 0 X 0 1 X 1 0 X 1956878 2127834 2434594 2417640 2954391 11891337 1956878 2127834 2434594 2417640 2954391 11891337 929838 10961499 28452 36711 52523 42227 62539 222452 12113789 14974394 0.90490 0.92910 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 17858985 10087933 7771052 7771052 6730509 159818 159818 6570691 0 6570691 6733151 159818 159818 6573333 0 6573333 PLAYDATE 361407 269307 92100 1400 80771 7245 64643 CREATIVITY FORUM 591502 422874 168628 1000 108996 31464 4537 2 76758 71171 5587 19441 21907 1029667 763352 266315 1400 1000 209208 38709 91087 341404 -75089 X X X X 0 0 0 0 0 0 0 0 0 KARYN FLYNN CEO AND EXECUTIVE DIRECTOR 178077 0 0 0 0 0 0 0 0 0 178077 0 0 0 ROLF NEUWEILER FORMER CHIEF FINANCIAL OFFICER 143994 0 0 0 0 0 0 0 7387 0 151381 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 MEMBERS 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 MEMBERS 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 8 89122 AVG HI/LO MARKET PRICE X OTHER - GOBLIN 1 5775 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 ARMS-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 MEMBERS 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 MEMBERS 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.