2013-05-06T09:03:26-05:00 2012-06-30 521392008 GELMAN ROSENBERG & FREEDMAN 4550 MONTGOMERY AVE SUITE 650N BETHESDA MD 208142930 990 2011-07-01 526065757 CHESAPEAKE BAY FOUNDATION INC CHES 4102688816 6 HERNDON AVENUE ANNAPOLIS MD 214034503 WILLIAM C BAKER 4102688816 2013-05-06 1 3019519090 2011 2016-03-07 17:11:31Z William C Baker 6 HERNDON AVENUE ANNAPOLIS MD 214034503 46574076 0 X WWW.CBF.ORG X 1966 MD The Chesapeake Bay Foundation's (CBF) mission, simply stated, is to Save the Bay. See Schedule O. 37 36 236 20073 214271 23051 21991668 30974164 1295944 1318649 434526 3729920 231781 257870 23953919 36280603 4160340 498896 0 0 12797648 12938374 134648 158845 2917754 10137937 10296013 27230573 23892128 -3276654 12388475 80380033 89855112 11671377 11709117 68708656 78145995 X The Chesapeake Bay Foundation's (CBF) mission, simply stated, is to Save the Bay. See Schedule O for Contination (page 52) 0 0 5594633 1033464 Education CBF provided over 35,423 days of service to over 29,000 students and teachers with field-based, hands-on education programs at 15 centers in VA, MD, PA, and DC; trained 300 teachers through 24 professional development immersion courses; engaged over 70 principals in environmental leadership courses; and taught leadership skills to a select group of 55 students who were interested in taking action on behalf of the Bay. See Schedule O for Continuation (page 53) 9594393 498896 285185 Environmental Protection and Restoration (EPR) CBF's top priorities were supporting and implementing the 2010 federal/state plan to reduce water pollution in the Chesapeake Bay and its tributaries by 2025, and defeating efforts to weaken or stop the plan.See Schedule O for Continuation (page 53) 2741554 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 54) 17930580 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 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 1 152 0 1 236 1 1 1 1 VI CJ 0 0 0 1 1 0 0 0 0 X 37 36 0 0 1 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 Simon Sidamon-Eristoff 1.00 X X 0 0 0 Alan R Griffith 1.00 X X 0 0 0 James E Rogers 1.00 X X 0 0 0 Susan S Phillips 1.00 X X 0 0 0 Alan L Wurtzel 1.00 X X 0 0 0 S Decker Anstrom 1.00 X 0 0 0 Jane P Batten 1.00 X 0 0 0 Joanne S Berkley 1.00 X 0 0 0 Donald F Boesch PhD 1.00 X 0 0 0 W Russell G Byers Jr 1.00 X 0 0 0 John T Casteen III 1.00 X 0 0 0 Thomas M Davis III 1.00 X 0 0 0 Amanda Deaver 1.00 X 0 0 0 Richard L Franyo 1.00 X 0 0 0 G Waddy Garrett 1.00 X 0 0 0 Lauren Gleason 1.00 X 0 0 0 Carolyn Groobey 1.00 X 0 0 0 Janet F Haas MD 1.00 X 0 0 0 Ann Fritz Hackett 1.00 X 0 0 0 Anna Johnson 1.00 X 0 0 0 Robert A Kinsley 1.00 X 0 0 0 Matthew J Klein 1.00 X 0 0 0 Burks B Lapham 1.00 X 0 0 0 Byron F Marchant 1.00 X 0 0 0 H Turney McKnight 1.00 X 0 0 0 Charles W Moorman 1.00 X 0 0 0 W Tayloe Murphy Jr 1.00 X 0 0 0 Arnold I Richman 1.00 X 0 0 0 Marie W Ridder 1.00 X 0 0 0 Alexis G Sant 1.00 X 0 0 0 Truman T Semans 1.00 X 0 0 0 Anne B Shumadine 1.00 X 0 0 0 Jennifer Stanley 1.00 X 0 0 0 Bishop Eugene Taylor Sutton 1.00 X 0 0 0 Anthony A Williams 1.00 X 0 0 0 Susan P Wilmerding 1.00 X 0 0 0 Peter L Woicke 1.00 X 0 0 0 Adrian M Fenty 1.00 X 0 0 0 Edward G Rendell 1.00 X 0 0 0 Joanne S Berkley 1.00 X 0 0 0 Martin J O'Malley 1.00 X 0 0 0 Robert F McDonnell 1.00 X 0 0 0 William C Baker 40.00 X X 173579 0 39241 Mary Tod Winchester 40.00 X 119430 0 25923 Fay R Nance 40.00 X 146500 0 12681 Charles D Foster Jr 40.00 X 93977 0 24301 Vollie D Melson 40.00 X 115248 0 17943 Donald R Baugh 40.00 X 119258 0 29739 Elizabeth Buckman 40.00 X 127322 0 19528 Jon A Mueller 40.00 X 136350 0 15266 Kimberly L Coble 40.00 X 133701 0 9595 1165365 0 194217 10 0 1 0 The Production Advantage Inc 13873 Park Center Rd Oak Hill VA 20171 Mass Production & Printing 905385 Citizens Campaign Inc 23885 Denton St Suite B Clinton Township MI 48036 Public Outreach & Advocacy 556150 Whitmore Print & Imaging Inc 1982 Moreland Parkway Annapolis MD 21401 Mass Production & Printing 372135 Carol Enters List Co Inc PO Box 2409 Fairfax VA 22031 List Management & Brokerage 234364 Newport Creative 33 Railroad Avenue Duxbury MA 02332 Mass Production & Printing 117175 10 429093 310451 2044604 28190016 862099 30974164 Tuition and Education 900099 1033464 1033464 Farm Income 900099 171713 171713 Contract Income 900099 93791 93791 Workshop Income 900099 2795 2795 Tour Income 900099 730 730 16156 16156 1318649 1273126 792 1272334 46881 46881 270731 0 270731 270731 213479 57252 8764319 3831782 8277424 1861883 486895 1969899 2456794 2456794 94424 310451 154166 -59742 -59742 36280603 1318649 214271 3773519 X 498896 498896 1423918 633732 643929 146257 8022486 6250489 791899 980098 299379 230840 30026 38513 2490963 1818708 353929 318326 701628 515693 101865 84070 81375 56822 13600 10953 123853 123853 121622 121622 158845 158845 138356 138356 2087441 1830212 182044 75185 62693 46925 15768 2982679 2231540 84051 667088 367781 249715 77938 40128 183747 124891 58856 317925 306540 6757 4628 393216 343730 25619 23867 215182 148794 52853 13535 524373 271491 197797 55085 840795 725960 75635 39200 308662 250495 37737 20430 Allocation of G&A 0 912116 -1057863 145747 Taxes (See Schedule O) 1097251 1097251 Repairs & Maintenance 259338 224214 32784 2340 Boat Charter 43383 43383 146341 93772 33734 18835 23892128 17930580 3043794 2917754 X 2424347 1586472 0 837875 8162 8219 10342204 8494985 6718373 15093537 1520910 1195942 103000 102900 401161 462566 34063860 13423553 20220335 20640307 20746644 24855138 20251493 18939187 67751 62331 80380033 89855112 2090908 1511915 157838 282467 7030000 6620000 609051 1783580 3294735 11671377 11709117 X 20515896 19136675 9109509 15236052 39083251 43773268 68708656 78145995 80380033 89855112 X 12388475 -2951136 X 0 1 1 X 1 1 X 17300141 18249743 27715053 21991668 30974164 116230769 17300141 18249743 27715053 21991668 30974164 116230769 3139122 113091647 2558678 960505 646593 587166 1376467 6129409 12161 12161 122372339 6741984 0.92420 0.90850 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 92098 253559 345657 22450220 22795877 1000000 250000 0 0 1000000 1000000 1000000 1000000 4000000 6000000 282314 565479 318065 345657 1511515 250000 250000 250000 250000 1000000 1500000 56257 220533 108954 92098 477842 X X 37 4774.00 1 2 1 16.00 668 1 43282028 6324069 -984676 2022993 46598428 38609306 88324 6577274 1992876 43282028 36906252 376609 3382255 2055810 38609306 46463008 658266 -7871577 2343445 36906252 0.22290 0.74650 0.03060 1 0 10315412 10315412 15836188 8025802 7810386 7912260 5397751 2514509 20640307 Partnerships/Alternative Investments 16014837 F Beneficial Interest in Perpetual Trust 2924350 F 18939187 Split Interest Agreement 932507 Interest Rate Swap Obligation 1276494 Income taxes payable on sale of debt financed property 1085734 3294735 36280603 23892128 12388475 -2576601 -374535 -2951136 9437339 33962416 -2576601 1702873 -217216 -1090944 35053360 138356 1088887 1227243 36280603 24525077 1702873 154166 1857039 22668038 138356 1085734 1224090 23892128 Description of How Organization Reports Conservation Easements: Part II, Line 9: A monetary value has not been placed on conservation easements; therefore, they are not included in financial statements. Description of Intended Use of Endowment Funds: 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. Description of Uncertain Tax Positions Under FIN 48: Part X: In June 2006, the Financial Accounting Standards Board (FASB) released FASB ASC 740-10, Income Taxes, that provides guidance for reporting uncertainty in income taxes. For the years ended June 30, 2012 and 2011, the Foundation has documented its consideration of FASB ASC 740-10 and 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 8 - Other Adjustments: Partnership revenue not included in the financial -3,153. statements but included in revenue for unrelated business tax calculation Unrealized loss on interest rate swap -371,382. Total to Schedule D, Part XI, Line 8: -374,535. Part XII, Line 2d - Other Adjustments: Special Event Expenses 154,166. Unrealized loss on interest rate swap -371,382. Part XII, Line 4b - Other Adjustments: Income taxes on sale of debt financed property 1,085,734. Partnership revenue not included in the financial 3,153. statements but included in revenue for unrelated business tax calculation Part XIII, Line 2d - Other Adjustments: Special Event Expenses 154,166. Part XIII, Line 4b - Other Adjustments: Income taxes on sale of debt financed property 1,085,734. Central America and the Caribbean 0 0 Investments 4604899 0 0 0 0 0 0 4604899 0 4604899 0 0 0 0 0 0 X X X X X X 1 Newport Creative Communications 524 Seaward Drive Severna Park MD 21146 Direct Mail Member Acq. Consulting 0 1731557 26917 1704640 Charity Dynamics Inc 3420 Executive Center Dr Livingst Austin TX 78731 Online Consulting 0 649852 16650 633202 Citizens Campaign Inc 23885 Denton St Suite B Clinton Township MI 48036 Public Outreach 1 368089 62170 305919 Avalon Consulting 2030 M St NW 700 Washington DC 20036 Membership Consulting 0 0 53108 -53108 2749498 158845 2590653 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 BandInSand 176175 133151 43024 20555 19566 4050 24666 GOLF 228700 177300 51400 2869 23940 16972 300 41248 404875 310451 94424 2869 44495 36538 4350 65914 154166 -59742 1 Bradford County Conservation District 200 Lake Rd Suite E Towanda PA 18848 232703892 government 28881 Implement Agricultural Best Management Practices Center for Watershed Protection Inc 8390 Main Street 2nd Floor Ellicott City MD 21043 541644387 501(c)(3) 8686 Implement Agricultural Best Management Practices Comprehensive Land Services 1911 Barren Road Oxford PA 19363 232963038 10555 Implement Agricultural Best Management Practices DNDC Applications Research and Training LLC 87 Packers Falls Road Durham NH 03824 273429680 26361 Greenhouse Gas Project Elizabeth River Project 475 Water Street Suite 103A Portsmouth VA 23704 541663058 501(c)(3) 13941 MD & VA Reef Ball Expansion Environmental Defense Fund 1875 Connecticut Ave NW Suite 600 Washington DC 20009 116107128 501(c)(3) 12250 Greenhouse Gas Project LandStudies Inc 315 North Street Lititz PA 17543 232618961 13527 Implement Agricultural Best Management Practices Langenfelder Marine Inc 400 Pier Avenue Stevensville MD 21666 331013145 83892 MD Alternative Substrate Red Barn Inc 1383 Arcadia Rd STE 001 Lancaster PA 17601 412024936 13234 Implement Agricultural Best Management Practices Team Ag Inc 120 Lake St Ephrata PA 17522 233102803 182047 Implement Agricultural Best Management Practices The Downstream Project PO Box 1000 Berryville VA 22611 260310939 501(c)(3) 6750 Implement Agricultural Best Management Practices UVA Institute for Environmental Negotiation 104 Emmet Street North Charlottesville VA 22903 546001796 6345 Facilitate environmental collabortion sessions Virginia Tech Cooperative Extension 201 Southgate Center Blacksburg VA 24061 546001805 49047 Implement Agricultural Best Management Practices Whitescarver Natural Resources Mgmt 120 Trimbles Mill Road Swoope VA 24479 275233176 27852 Provide Techncal Assistance to Landowners 5 9 Procedure for Monitoring Grants in the U.S.: Part I, Line 2: Schedule I, 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 1 0 William C Baker 173423 0 0 0 156 0 7336 0 31905 0 212820 0 0 0 Fay R Nance 146344 0 0 0 156 0 6086 0 6595 0 159181 0 0 0 Jon A Mueller 136194 0 0 0 156 0 6010 0 9256 0 151616 0 0 0 Part I, Line 7 Kimberly L. Coble received a bonus of $7,550. JMI Equity Fund IV LP Board of Trustees 606972 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 68583 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 X 1 2200 Fair market value X 1 6756 Fair market value X 85 692892 Fair market value X Riprap rocks 2 119806 Fair market value X Auction items 30 13325 Sales price X Table saw 1 500 Fair market value X PC and monitor 1 500 Fair market value X Plane tickets 1 9840 Fair market value X Toilet trailer rental 1 1680 Fair market value X Golf hole signs 1 1100 Fair market value X Boat engine 1 13500 Fair market value 2 0 1 1 Third Party Use: Part I, Line 32b: When necessary, licensed boat brokers are used to sell donated boats that are not used for operations. Organization Mission Statement 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 200,000 members and e-subscribers and has a staff of 174 full-time employees. Program Service Statement Form 990, Part III, Line 4a Education, continued from page 2: As a result of the environmental literacy graduation requirement in Maryland, CBF worked closely with Anne Arundel County public schools to help make them a statewide leader in outdoor education, with plans to provide outdoor learning experiences every year for all students in kindergarten through 12th grade. CBF has continued to work closely with Virginia Beach City Public Schools to implement a model systemic environmental literacy program that is providing hands-on field experiences and classroom activities for students and training for teachers. Program Service Statement Form 990, Part III, Line 4b Environmental Protection and Restoration (EPR), continued from page 2: CBF planted 15.4 million oyster spat and over 1,450 acres of stream-side trees. In PA, CBF and partners installed 149 water quality improvement projects on 30 farms and worked to improve the regulation of the natural gas industry in the Marcellus Shale. In MD, CBF successfully pressed for legislation to reduce stormwater pollution in the state's 11 most populous jurisdictions. CBF also worked successfully to expand the amount of productive oyster bottom in sanctuaries protected from harvest, in addition to working with partners to increase the number of oyster spat-on-shell planted precisely on three-dimensional restoration reefs. In VA, CBF began a targeted campaign to restore the health of the Lafayette River in Norfolk, including improvements to stormwater systems and concentrated oyster restoration. In the General Assembly, CBF backed improving tax incentives for farmers who implement conservation practices; and successfully advocated for $28 million in agricultural assistance. Litigation CBF uses carefully chosen legal action as another tool for advancing the restoration and protection of the Chesapeake Bay and its tributaries. During FY12, 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, litigation regarding the Sparrows Point steel mill, several state land use cases, a number of Clean Air Act matters, and legal issues concerning impacts from drilling for natural gas in the Marcellus Shale region. Program Service Statement Form 990, Part III, Line 4c Communications, continued from page 2: CBF was quoted or named in 1,716 print, broadcast, and online news stories or 4.7 times per day. CBF researched, wrote, and released Debunking the "Job Killer" Myth: How Pollution Limits Encourage Jobs in the Chesapeake Bay Region, and produced over 60 additional publications including the Save the Bay magazine, annual report, brochures, and informational materials. Over 500,000 unique visitors used cbf.org, and 16,000 advocacy messages were sent to key decision makers. CBF's bimonthly electronic newsletter was distributed to over 100,000 e-members. CBF's Facebook fans increased 30% to nearly 22,000. CBF's award-winning Bay Daily blog was visited by more than 55,000 unique visitors. CBF's more than 20,000 volunteers donated over 102,000 hours. Using the Independent Sector scale, their value is greater than $2 million. Form 990, Part VI, Section A, line 4 The corporation's Bylaws were amended in June 2011 in a number of respects. Significant changes include: eliminate elected officials as ex officio trustees; add the president and the Clagett Trustee as ex officio regular trustees; decrease number of regular trustees from no less than 30 to no less than 25; add two youth trustees; allow regular trustees to serve beyond three consecutive terms if trustee is serving as Chair or Vice Chair; change quorum requirement for governing board meetings to reflect state law; allow officers who are employees to be compensated for services; create a second Vice-Chair; eliminate position of Executive Vice President; revise indemnification provisions to conform to state law; eliminate provision on Chapters. 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. Compensation related decisions are documented within the minutes. The President's last compensation review took place on May 7, 2012. 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. The board also reviews the compensation of all key employees. 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 the year, the organization accrued federal and state tax expenses, related to unrelated business income generated from the sale of its interest in a partnership. The total amount of tax expenses accrued for both federal and state taxes was $1,097,251. Changes in Net Assets or Fund Balances: Form 990, Part XI, line 5: Net unrealized losses on investments: -2,576,601. Partnership revenue not included in the financial -3,153. statements but included in revenue for unrelated business tax calculation Unrealized loss on interest rate swap -371,382. Total to Form 990, Part XI, Line 5: -2,951,136.