2015-05-13T16:32:13-05:00 2014-06-30 521392008 GELMAN ROSENBERG & FREEDMAN 4550 MONTGOMERY AVE SUITE 650N BETHESDA MD 208142930 990 2013-07-01 526065757 CHESAPEAKE BAY FOUNDATION INC CHES 4102688816 6 HERNDON AVENUE ANNAPOLIS MD 214034503 WILLIAM C BAKER President 4102688816 2015-05-13 1 3019519090 2013 2016-02-25 16:41:14Z William C Baker 6 HERNDON AVENUE ANNAPOLIS MD 214034503 42514210 0 X WWW.CBF.ORG X 1966 MD The Chesapeake Bay Foundation's (CBF) mission is to Save the Bay. See Schedule O. 33 31 260 80575 -24756 -24756 26105266 25044891 1374776 1576666 4624835 3734346 141076 14839 32245953 30370742 595247 941515 0 0 13720425 14570680 122648 217926 3227840 9576440 9606608 24014760 25336729 8231193 5034013 99091011 108776156 10920609 12045737 88170402 96730419 X The Chesapeake Bay Foundation's (CBF) mission, simply stated, is to Save the Bay. See Schedule O for Continuation (page 53) 0 0 5872476 1214527 Education CBF provided over 30,000 students and teachers with field-based, hands-on education programs at 14 centers in VA, MD, PA, and DC; trained almost 400 teachers through 27 professional development immersion courses; engaged 49 principals in environmental leadership courses; and taught leadership skills to a select group of 80 students who were interested in taking action on behalf of the Bay.See Schedule O for Continuation (page 54) 11049308 941515 362139 Environmental Protection and Restoration (EPR) CBF's top program priorities in FY2014 were supporting and implementing the 2010 federal/state/local plan to reduce water pollution in the Chesapeake Bay and its tributaries by 2025, and defeating efforts to weaken or stop the plan. CBF restoration programs planted 18 million oyster spat on restoration reefs and 930 acres of stream-side trees. See Schedule O for Continuation (page 54) 2890512 CommunicationsCBF explained the 2010 federal/state plan and defended it from opposition attacks in the press, in digital media, and through the development and distribution of reports and other collateral materials. See Schedule O for Continuation (page 55) 19812296 1 1 0 1 0 0 1 0 0 1 1 1 0 0 1 1 1 0 0 0 1 0 0 1 1 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 1 137 0 1 260 1 1 1 1 VI CJ 0 0 0 1 1 0 0 0 1 0 X 33 31 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 AL AK AZ AR CA CO CT FL GA HI IL KS KY LA ME MD MA MI MN MS MO NH NJ NM NY NC ND OH OK OR PA RI SC TN UT VA WA WV WI X X FAY R NANCE 4102688816 6 HERNDON AVENUE ANNAPOLIS MD 214034503 William C Baker President 40.00 X X 192865 0 34210 Simon Sidamon-Eristoff Chairman 1.00 X X 0 0 0 Jane P Batten Vice Chairman 1.00 X X 0 0 0 Alan R Griffith Vice Chairman 1.00 X X 0 0 0 S Decker Anstrom Trustee 1.00 X 0 0 0 Joanne S Berkley Trustee 1.00 X 0 0 0 W Russell G Byers Jr Trustee 1.00 X 0 0 0 D Keith Campbell Trustee 1.00 X 0 0 0 John T Casteen III Trustee (until 1/31/14) 1.00 X 0 0 0 Michael J Chiaramonte Trustee 1.00 X 0 0 0 Catherine Cullen Trustee 1.00 X 0 0 0 Thomas M Davis III Trustee 1.00 X 0 0 0 Amanda Deaver Trustee (until 3/6/14) 1.00 X 0 0 0 Richard L Franyo Trustee 1.00 X 0 0 0 G Waddy Garrett Trustee (until 1/31/14) 1.00 X 0 0 0 Lauren Gleason Trustee 1.00 X 0 0 0 Carolyn Groobey Trustee 1.00 X 0 0 0 Janet F Haas Trustee 1.00 X 0 0 0 Ann Fritz Hackett Trustee 1.00 X 0 0 0 Michael J Hanley Trustee 1.00 X 0 0 0 Anna Johnson Trustee (until 12/7/13) 1.00 X 0 0 0 Robert A Kinsley Trustee 1.00 X 0 0 0 Burks B Lapham Trustee 1.00 X 0 0 0 Harry T Lester Trustee 1.00 X 0 0 0 Byron F Marchant Trustee 1.00 X 0 0 0 H Turney McKnight Trustee 1.00 X 0 0 0 Charles W Moorman Trustee 1.00 X 0 0 0 W Tayloe Murphy Jr Trustee 1.00 X 0 0 0 Arnold I Richman Trustee 1.00 X 0 0 0 Alexis G Sant Trustee 1.00 X 0 0 0 Truman T Semans Trustee 1.00 X 0 0 0 Anne B Shumadine Trustee 1.00 X 0 0 0 Jennifer Stanley Trustee (until 1/31/14) 1.00 X 0 0 0 Rt Rev Eugene Taylor Sutton Trustee 1.00 X 0 0 0 Anthony A Williams Trustee 1.00 X 0 0 0 Susan P Wilmerding Trustee 1.00 X 0 0 0 Peter L Woicke Trustee 1.00 X 0 0 0 Alan L Wurtzel Trustee 1.00 X 0 0 0 Charles D Foster Jr Assistant Treasurer/Chief of Staff 40.00 X 103835 0 21431 Fay R Nance Treasurer/Chief Financial Officer 40.00 X 158400 0 10551 Mary Tod Winchester Secretary/VP of Administration 40.00 X 123601 0 25080 Donald R Baugh Vice President of Education 40.00 X 126550 0 31557 Elizabeth Buckman Vice President of Communications 40.00 X 130512 0 20732 Kimberly L Coble Vice President of EPR 40.00 X 137655 0 9722 Vollie D Melson Vice President of Development 40.00 X 137188 0 14642 Jon A Mueller Vice President of Litigation 40.00 X 145627 0 31386 1256233 0 199311 13 0 1 0 The Production Advantage Inc 13873 Park Center Rd Oak Hill VA 20171 Mass Production Printing 1568986 Hourigan Construction Group 4429 Bonney Road Suite 200 Virginia Beach VA 23462 Construction 599758 SmithGroupJJR Inc 1700 New York Ave NW 100 Washington MD 20006 Construction 353311 Carol Enters List Co Inc PO Box 2409 Fairfax VA 22031 List Management & Brokerage 241096 Skanska USA Building Inc 14776 Collections Center Dr Chicago IL 60693 Construction 212541 14 395875 234188 2652758 21762070 3491524 25044891 Tuition and Education 900099 1214527 1214527 Farm Income 900099 243111 243111 Contract Income 900099 111423 111423 Workshop Income 900099 7405 7405 Buy Fresh Local Program 900099 200 200 1576666 915831 -24756 940587 19464 19464 5350 0 5350 5350 5350 14832248 8825 12022558 0 2809690 8825 2818515 2818515 70109 234188 120910 -50801 -50801 Miscellaneous 900099 29354 29354 Recovery of taxes 900099 11472 11472 40826 30370742 1576666 -24756 3773941 X 941515 941515 1481864 639288 688307 154269 9178237 6920063 1080987 1177187 342069 259376 38159 44534 2808894 2020944 429495 358455 759616 556355 98561 104700 118863 82095 20885 15883 137115 137115 241540 241540 217926 217926 159497 159497 2114660 1944388 131925 38347 123982 102936 4200 16846 2973630 2144127 129115 700388 473781 366705 71331 35745 193638 130687 62951 378961 367048 7320 4593 427202 381531 27769 17902 269923 180335 73897 15691 311545 216498 52804 42243 916863 735801 140331 40731 299715 260616 20716 18383 Repairs & Maintenance 260430 230322 26246 3862 Donated Goods 67489 45180 22309 Boat Charter 43248 43248 Allocation of G&A 0 921795 -1067294 145499 94526 79903 25227 -10604 25336729 19812296 2296593 3227840 X 2499805 1756788 0 743017 9719 9834 13850657 12509610 16841072 14673914 771092 1531772 92231 90618 704804 954491 41582711 14821429 21979465 26761282 25332737 32465293 19452323 19634694 56911 144648 99091011 108776156 1436058 3230092 385958 418561 6195000 5878076 732742 2903593 1786266 10920609 12045737 X 21786476 28688043 21913329 23414541 44470597 44627835 88170402 96730419 99091011 108776156 X 5034013 3468858 57146 X 0 1 X 1 1 1 X 27715053 21991668 30974164 26105266 25044891 131831042 27715053 21991668 30974164 26105266 25044891 131831042 7045751 124785291 646593 587166 1376467 941320 940645 4492191 40826 40826 136364059 6885403 0.91510 0.91690 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 17108 278427 295535 25041194 25336729 1000000 250000 0 0 1000000 1000000 1000000 1000000 4000000 6000000 318065 345657 217370 295535 1176627 250000 250000 250000 250000 1000000 1500000 108954 92098 29276 17108 247436 X X 14 772.00 23 2 1 5.00 823 1 51107017 718953 7000392 2616427 56209935 46598428 941604 5910742 2343757 51107017 43282028 6324069 -984676 2022993 46598428 38609306 88324 6577274 1992876 43282028 36906252 376609 3382255 2055810 38609306 0.21690 0.64780 0.13530 1 0 11645983 11645983 16163695 9080087 7083608 13773033 5741342 8031691 26761282 Partnerships/Alternative Investments 16710344 F Beneficial Interest in Perpetual Trust 2924350 F 19634694 Split Interest Agreement 905373 Interest Rate Swap Obligation 880893 1786266 X 35598184 3468858 1740025 178056 5386939 30211245 159497 159497 30370742 27038167 1740025 120910 1860935 25177232 159497 159497 25336729 Part II, Line 9: A monetary value has not been placed on conservation easements; therefore, they are not included in financial statements. Part V, Line 4: Endowment funds are used for donor restricted projects as well as to fund unrestricted activities. Donor restricted endowments are used for education in general, field education, farm operations, support and maintenance of facilities and boats, and restoration projects. It is the policy of the Foundation to spend 5% of a twelve quarter trailing average of the sum of accumulated investments. Part X, Line 2: For the years ended June 30, 2014 and 2013, the Foundation has documented its consideration of FASB ASC 740-10, Income Taxes, that provides guidance for reporting uncertainty in income taxes and has determined that no material uncertain tax positions qualify for either recognition or disclosure in the financial statements. The Federal Form 990, Return of Organization Exempt from Income Tax, is subject to examination by the Internal Revenue Service, generally for three years after it is filed. Part XI, Line 2d - Other Adjustments: Special Event Expenses 120,910. Unrealized gain on interest rate swap 57,146. Part XII, Line 2d - Other Adjustments: Special Event Expenses 120,910. Central America and the Caribbean 0 0 Investments 2422548 0 0 0 0 0 0 2422548 0 2422548 0 0 0 0 0 0 X X X X X X X 1 Avalon Consulting 2030 M St NW 700 Washington DC 20036 Membership Consulting 0 3436982 147403 3289579 Anne Lewis Strategies 901 New York Ave NW Suite 470 East Washington DC 20001 Digital Consulting 0 977975 63600 914375 Public Interest Communications 7700 Leesburg Pike Falls Church VA 22043 Telemarketing 0 39814 6923 32891 4454771 217926 4236845 AL AK AZ AR CA CO CT FL GA HI IL KS KY LA ME MD MA MI MN MS MO NH NJ NM NY NC ND OH OK OR PA RI SC TN UT VA WA WV WI BandsInSand 299727 229618 70109 48808 24869 3850 43383 1 4570 4570 304297 234188 70109 48808 24869 3850 43383 120910 -50801 Schedule G, Part I, Line 2b, Column (v) The amount on Schedule G, Part I column (v) as it relates to Avalon Consulting, includes fundraising services as well as programmatic services provided to Chesapeake Bay Foundation. 1 Bradford County Conservation District 200 Lake Rd Suite E Towanda PA 18848 232703892 Government 17133 Implement Agricultural Best Management Practices Center for Watershed Protection Inc 3290 N Ridge Road Suite 290 Ellicott City MD 21043 541644387 501(c)(3) 21579 Implement Agricultural Best Management Practices DNDC-Applications Research & Training 87 Packers Falls Road Durham NH 03824 273429680 23697 Greenhouse Gas Project Elizabeth River Project 475 Water Street Suite 103A Portsmouth VA 23704 541663058 501(c)(3) 229868 MD & VA Reef Ball Expansion Environmental Defense Fund 7875 Connecticut Ave NW Suite 600 Washington DC 20009 116107128 501(c)(3) 55021 Greenhouse Gas Project Howard Soil Conservation District 708 Libson Center Drive Suite E Woodbine MD 21797 520988558 Government 39825 Water Quality Trading Red Barn 3050 Yellow Goose Road Lancaster PA 176011818 412024926 57947 Implement Agricultural Best Management Practices Team Ag 120 Lake St Ephrata PA 17522 233102803 130622 Implement Agricultural Best Management Practices Virginia Tech Office Of Sponsored Programs-300 Turner ST Ste 4200 Blacksburg VA 24061 546001805 Government 42788 Implement Agricultural Best Management Practices Whitescarver Natural Resources Mgmt 120 Trimbles Mill Road Swoope VA 24479 275233176 28107 Provide Technical Assistance to Landowners Tarleton State University Box T-0410 Stephenville TX 764020001 756001870 Government 44436 Water Quality Trading Trout Unlimited PO Box 239 Davis WV 26260 381612715 501(c)(3) 27266 Innovative Agricultural Best Management Practices US Fish and Wildlife Service 177 Admiral Cochrane Drive Annapolis MD 21401 530201504 Government 97691 Nutrient/Sediment Reduction & Habitat Restoration World Resources Institute 10 G Street NE Suite 800 Washington DC 20002 521257057 501(c)(3) 109517 Water Quality Trading 10 4 Part I, Line 2: Grant agreements require detailed project reports that are reviewed by departmental Financial Managers before payments are made. Program Managers will also review and approve the Grantee's Project Performance according to the details of the grant. X X 0 0 0 0 0 0 0 0 0 William C Baker President 192865 0 0 0 0 0 8132 0 26078 0 227075 0 0 0 Fay R Nance Treasurer/Chief Financial Officer 158400 0 0 0 0 0 6461 0 4090 0 168951 0 0 0 Donald R Baugh Vice President of Education 126550 0 0 0 0 0 5479 0 26078 0 158107 0 0 0 Elizabeth Buckman Vice President of Communications 130512 0 0 0 0 0 5465 0 15267 0 151244 0 0 0 Vollie D Melson Vice President of Development 137188 0 0 0 0 0 5632 0 9010 0 151830 0 0 0 Jon A Mueller Vice President of Litigation 145627 0 0 0 0 0 6381 0 25005 0 177013 0 0 0 A Maryland Economic Development Corporation 521376562 2013-10-01 6195000 Refund 1998 Bonds 0 0 0 A 77260 6195000 6195000 2000 1 0 1 1 A 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 A 0 1 0 0 1 1 Capital One National 10.000000000000 0 0 0 0 1 A 1 JMI Equity Fund IV LP Board of Trustees 91260 TrusteeWilliam C. Baker is a compensated CEO and member of CBF's Board of Trustees. Truman T. Semans (Vice Chairman of Brown Advisory, Inc.) is a non-compensated member of the CBF Board of Trustees. Both listed serve on the Board of Directors for Brown Advisory, Inc., which serves as the investment manager for the JMI Equity Fund IV, L.P. CBF invested funds through Brown Advisory on terms and conditions identical to those available to other clients of Brown Advisory. The amount reflected in Column C is the total amount of assets held with the investment company. 0 Accel VIII LP Board of Trustees 39435 TrusteeWilliam C. Baker is a compensated CEO and member of CBF's Board of Trustees. Truman T. Semans (Vice Chairman of Brown Advisory, Inc.) is a non-compensated member of the CBF Board of Trustees. Both listed serve on the Board of Directors for Brown Advisory, Inc. which serves as the investment manager for the Accel VIII, L.P. CBF invested funds through Brown Advisory on terms and conditions identical to those available to other clients of Brown Advisory. The amount reflected in Column C is the total amount of assets held with the investment company. 0 Glynn Emerging Opportunity Fund II LLLP Board of Trustees 1000000 TrusteeWilliam C. Baker is a compensated CEO and member of CBF's Board of Trustees. Truman T. Semans (Vice Chairman of Brown Advisory, Inc.) is a non-compensated member of the CBF Board of Trustees. Both listed serve on the Board of Directors for Brown Advisory, Inc. which serves as the investment manager for the Glynn Emerging Opportunity Fund II, LLLP. CBF invested funds through Brown Advisory on terms and conditions identical to those available to other clients of Brown Advisory. The amount reflected in Column C is the total amount of assets held with the investment company. 0 X 7 1200 Fair market value X 8285 Fair market value X 1 3499 Fair market value X 1 70000 Fair market value X 101 3354010 Fair market value X Airline Ticke 290 41000 Fair market value X Countertop Sl 6 10500 Fair market value X Portable Rest 1 1680 Fair market value X Tiles 1070 1350 Fair market value 1 0 1 1 Part I, Column (b): The number of contributions received was reported in column B on part I. Part I, Line 32b: When necessary, licensed boat brokers are used to sell donated boats that are not used for operations. Form 990, Part I, Line 1 Continued from page 2: The Chesapeake Bay and its tributary rivers are broadly recognized as a national treasure. But, they are fouled by excess nitrogen, phosphorus, and sediment pollution. In fact, the Bay and most of its tidal tributaries are listed on the Clean Water Act's 303(d) list of "impaired waters." The Chesapeake Bay Foundation's (CBF) mission, simply stated, is to Save the Bay and keep it saved. We define a saved Bay as having a score of 70 (out of 100) on CBF's State of the Bay health index. Thanks largely to a dramatic reduction in the amount of pollution entering the system, at 70 the Chesapeake Bay and its tributary rivers will be highly productive and in good health as measured by established water-quality standards. The result will be clear water, free of the impacts from toxic contaminants, and healthy oxygen levels, able to support living resources in all parts of the Bay. Founded in 1966, CBF is the largest regional conservation organization dedicated solely to saving a national treasure-the Chesapeake Bay and its rivers and streams. With headquarters in Annapolis, MD; state offices in MD, VA, PA, and DC; and educational centers and programs across the region; CBF works throughout the 64,000-square mile Chesapeake watershed to educate-build an informed citizenry; advocate-advance pollution reduction; litigate-encourage enforcement of environmental law; and restore-rebuild the Bay system's natural filters such as oysters, underwater grasses, and streamside forests. CBF is supported by more than 228,000 members and e-subscribers and has a staff of 170 full-time employees. Form 990, Part III, Line 4a Education, continued from page 2: CBF's systemic environmental literacy program, in 9 counties in MD and VA Beach City Public Schools in VA, offers comprehensive professional development for middle and high school teachers that will increase their capacity to provide environmental literacy instruction, promote environmental stewardship among their students, and develop innovative curricula for their districts. Form 990, Part III, Line 4b Environmental Protection and Restoration (EPR), continued from page 2: In PA, CBF continued work with the agricultural community on water quality restoration, including an incentive program for Amish and Mennonite communities. We helped urban/suburban communities develop polluted runoff reduction plans, successfully supported legislation for local governments to adopt urban and suburban polluted runoff authorities, and restored funding for county conservation districts. In MD, CBF successfully pressed for legislation to reduce polluted runoff in the state's 10 most populous jurisdictions and advocated for strong runoff pollution permits. CBF also expanded the acreage of productive oyster bottom in sanctuaries protected from harvest and worked with partners to increase the number of oyster spat-on-shell planted on three-dimensional restoration reefs. In VA, CBF continued work on whole-community restoration projects in targeted watersheds on the Eastern Shore, in Richmond, and in the Shenandoah Valley. In the General Assembly, CBF worked to secure funding for the upgrade of wastewater treatment plants and for state grant funds to localities for polluted runoff improvement projects. Litigation CBF uses carefully chosen legal action as another tool for advancing the restoration and protection of the Chesapeake Bay and its tributaries. During FY14, CBF continued to pursue legal actions on the federal and state levels aimed at reducing pollution to the Bay. CBF was involved in several significant matters: the Farm Bureau's legal challenge of the Chesapeake Clean Water Blueprint, an investigation of pollution from the Sparrows Point steel mill, state land use cases, a Clean Air Act matter concerning mercury pollution, and Clean Water Act permitting. Form 990, Part III, Line 4c Communications, continued from page 2: CBF was quoted or named in 1,921 print, broadcast, and online news stories or 5.2 times per day. CBF researched, wrote, and released "Polluted Runoff: How Investing in Runoff Pollution Control Systems Improves the Chesapeake Bay Region's Ecology, Economy, and Health," and produced over 70 additional publications including the Save the Bay magazine, annual report, brochures, and informational materials. More than 460,000 unique individuals visited cbf.org, and over 62,000 advocacy messages were sent to key decision makers. CBF's quarterly electronic newsletter was distributed to more than 130,000 e-members. CBF's Facebook audience increased by more than 55% to over 55,000 fans. CBF's Twitter following increased by more than 20% to over 1,300 followers. CBF's more than 52,000 volunteers donated over 80,000 hours. Using the Independent Sector scale, their value is greater than $1.8 million. Form 990, Part VI, Section A, line 2 William C. Baker and Truman T. Semans have a business relationship. Form 990, Part VI, Section B, line 11 An independent audit firm was engaged to conduct the financial statements' audit and to assist in preparing the Form 990. The Chief Financial Officer and Finance staff directly participated in preparing the form, drafting responses to questions and reviewing the Form 990 in draft. The Chief Financial Officer then reviewed it with the President and Chairman of the Audit and Finance Committee. The 990 was provided to the Audit and Finance Committee, comprised of Board of Trustee members, for their review and comments, after which it was sent to the full Board before being electronically filed with the IRS. Form 990, Part VI, Section B, line 12c Each Trustee, officer, key employee and employees in positions to obligate CBF are required to review a copy of the conflict of interest policy annually and complete a disclosure form identifying any relationship positions or circumstances in which he or she believes could contribute to a conflict. The conflict of interest disclosure form is completed, signed and returned to the Chief Financial Officer who notifies the Chairman of the Audit and Finance Committee and the General Counsel of any concerns. This process is also covered in orientation sessions held for new Trustees as well as for new employees. If items arise during Board meetings that are conflicts of interest, the board member having possible conflicts of interest cannot vote or participate in Board or Committee deliberations on the subject or be counted toward meeting a quorum. However, they may answer questions. Form 990, Part VI, Section B, line 15 During the annual budget approval meeting of the Audit and Finance Committee of the Board of Trustees, the Committee reviews and approves the salary and any proposed pay increase for the President and key employees. Compensation related decisions are documented within the minutes. The committee will provide this information to the full board for approval. The President's last compensation review took place on May 21, 2014. Generally, compensation for all staff is independently reviewed and determined annually based on performance evaluation, and analysis of comparable data obtained from industry resources and peer organizations. An overall increase pool, based on market data, is approved by the Committee for use in the process. In addition, the President, Chief of Staff and Director of Human Resources review and approve all staff alignment to ensure consistency and continuity of various positions within the appropriate pay grades and ranges. Form 990, Part VI, Section C, line 19 CBF's governing documents and conflict of interest policy are available to the public upon request using contact information on the website. Audited financial statements, the Form 990, and the Annual Report can be found on CBF's website. Audited financial statements and the Form 990 are also filed with state charitable solicitation registrations, and are also available through not-for-profit internet portals such as Guidestar and Charity Navigator. Form 990, Part IX, Line 24b: During FY12, the organization accrued federal and state tax expenses, related to unrelated business income generated from the sale of its interest in a partnership. No tax expenses were accrued for federal and state taxes. In FY14, $11,472 were recovered. Form 990, Part XI, line 9: Unrealized gain on interest rate swap 57,146.