2012-05-14T10:53:39-05:00 2011-06-30 GELMAN ROSENBERG & FREEDMAN 4550 MONTGOMERY AVE SUITE 650N BETHESDA MD 208142930 990 2010-07-01 526065757 CHESAPEAKE BAY FOUNDATION INC CHES 4102688816 6 HERNDON AVENUE ANNAPOLIS MD 214034503 WILLIAM C BAKER 4102688816 2012-05-14 1 MICHAEL A FREEDMAN CPA 3019519090 2010 2016-02-24 21:20:13Z William C Baker 6 HERNDON AVENUE ANNAPOLIS MD 214034503 37050251 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 36 238 14142 167733 81402 27715053 21991668 1319368 1295944 -620816 434526 310116 231781 28723721 23953919 9580833 4160340 0 0 12396876 12797648 138596 134648 3024490 9510025 10137937 31626330 27230573 -2902609 -3276654 82902663 80380033 17235718 11671377 65666945 68708656 X The Chesapeake Bay Foundation's (CBF) mission, simply stated, is to Save the Bay. See Schedule O for Continuation (page 51) 0 0 6249785 583086 980780 Education CBF provided almost 35,000 days of service to over 28,000 students and teachers with field-based, hands-on education programs at 15 centers in Virginia, Maryland, Pennsylvania, and the District of Columbia; trained 400 teachers through professional development immersion programs; engaged 32 principals in environmental leadership courses; and taught leadership skills to a select group of 51 students who were interested in taking action on behalf of the Bay. See Schedule O for Continuation (page 52) 13456745 3577254 315164 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 52) 2580629 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 53) 22287159 1 1 0 1 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 1 190 0 1 238 1 1 1 1 VI CJ 0 0 0 1 1 1 1 0 0 0 X 37 36 0 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 Simon Sidamon-Eristoff 1.00 X X 0 0 0 D Keith Campbell 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 Alan R Griffith 1.00 X 0 0 0 Alexis G Sant 1.00 X 0 0 0 Amanda Deaver 1.00 X 0 0 0 Ann Fritz Hackett 1.00 X 0 0 0 Anne B Shumadine 1.00 X 0 0 0 Anthony A Williams 1.00 X 0 0 0 Arnold I Richman 1.00 X 0 0 0 Byron F Marchant 1.00 X 0 0 0 Carolyn Groobey 1.00 X 0 0 0 Charles W Moorman IV 1.00 X 0 0 0 Donald F Boesch PhD 1.00 X 0 0 0 Eugene Taylor Sutton 1.00 X 0 0 0 G Waddy Garrett 1.00 X 0 0 0 H Turney McKnight 1.00 X 0 0 0 Jane P Batten 1.00 X 0 0 0 Jennifer Stanley 1.00 X 0 0 0 John T Casteen III 1.00 X 0 0 0 Marie W Ridder 1.00 X 0 0 0 Matthew J Klein 1.00 X 0 0 0 Michael J Hanley 1.00 X 0 0 0 Peter L Woicke 1.00 X 0 0 0 Richard L Franyo 1.00 X 0 0 0 Robert A Kinsley 1.00 X 0 0 0 S Decker Anstrom 1.00 X 0 0 0 Susan P Wilmerding 1.00 X 0 0 0 Truman T Semans 1.00 X 0 0 0 W Russell G Byers Jr 1.00 X 0 0 0 W Tayloe Murphy Jr 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 172844 0 32187 Mary Tod Winchester 40.00 X 115109 0 26331 Fay R Nance 40.00 X 141934 0 12499 Charles D Foster 40.00 X 93180 0 25591 Edward Allenby 40.00 X 176860 0 18733 Deborah L Boyd 40.00 X 102780 0 4735 Donald Baugh 40.00 X 115190 0 29881 Elizabeth Buckman 40.00 X 118986 0 19547 Jon A Mueller 40.00 X 139238 0 12330 Roy A Hoagland 40.00 X 135140 0 28091 1311261 0 209925 9 0 1 0 The Production Advantage Inc 13873 Park Center Rd Oak Hill VA 20171 Mass Production Printing 890291 Citizens Campaign Inc 23885 Denton St Suite B Clinton Township MI 48036 Public Outreach And Advocacy 536187 Chase Construction 411 Stark Road Tunkhannock PA 18657 Agricultural Best Mgmt Practices 300508 Whitmore Print & Imaging Inc 1982 Moreland Parkway Annapolis MD 21401 Mass Production Printing 290906 Carol Enters List Co Inc PO Box 2409 Fairfax VA 22031 List Management & Brokerage 277538 18 459718 344522 5952497 15234931 1007550 21991668 Tuition and Education 900099 980780 980780 Farm Income 900099 178378 178378 Contract Income 900099 116920 116920 Workshop Income 900099 4930 4930 Tour Income 900099 1220 1220 13716 13716 1295944 439323 433 438890 38126 38126 277450 277450 277450 167300 110150 12886235 35070 12836468 89634 49767 -54564 -4797 -4797 86435 344522 170230 -83795 -83795 23953919 1295944 167733 498574 4159665 4159665 675 675 1417049 597943 620759 198347 8004030 6224197 830151 949682 309508 238234 32969 38305 2368856 1727325 340843 300688 698205 513531 102054 82620 110736 77257 18341 15138 129244 129244 126996 126996 134648 134648 142315 142315 2535258 2290150 149236 95872 63405 47473 15932 3185313 2341345 112101 731867 374877 273004 68257 33616 303873 205179 98694 355199 337357 11861 5981 388193 347594 26061 14538 262671 178999 60964 22708 452473 287874 106190 58409 847423 753003 53253 41167 308912 255108 31770 22034 Allocation of G&A 0 887129 -1017205 130076 Repairs & Maintenance 293669 263801 27906 1962 Other Expenses 177704 119735 42365 15604 Outside services 66297 33585 16110 16602 Federal taxes 13379 13379 27230573 22287159 1918924 3024490 X 2665993 1755869 0 910124 11236 8162 9037027 10342204 7482323 6718373 6270573 1520910 103000 103000 428668 401161 33023565 12803230 20607130 20220335 21281269 20746644 17608266 20251493 73171 67751 82902663 80380033 7187758 2090908 116027 157838 7420000 7030000 648143 609051 1863790 1783580 17235718 11671377 X 18827993 20515896 8166272 9109509 38672680 39083251 65666945 68708656 82902663 80380033 X -3276654 6318365 X 0 1 1 X 1 1 X 26057553 17300141 18249743 27715053 21991668 111314158 26057553 17300141 18249743 27715053 21991668 111314158 4709737 106604421 1229071 2558678 960505 646593 587166 5982013 33071 12161 45232 117341403 6870450 0.90850 0.89390 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 108954 209111 318065 26912508 27230573 1000000 250000 0 0 1000000 1000000 1000000 1000000 4000000 6000000 641067 282314 565479 318065 1806925 250000 250000 250000 250000 1000000 1500000 176104 56257 220533 108954 561848 X X 38 5283.00 7 2 1 35.00 1818 1 39902327 88324 6557970 -2089854 48638475 39486412 376609 701687 662381 39902327 42593814 358266 -1925967 -1539701 39486412 0.19890 0.69370 0.10740 1 0 10315411 10315411 15205015 7503863 7701152 7503139 5299367 2203772 20220335 Partnerships/Alternative Investments 17327143 F Beneficial Interest in Perpetual Trust 2924350 F 20251493 Split Interest Agreement 878468 Interest Rate Swap Obligation 905112 1783580 23953919 27230573 -3276654 6244469 73896 6318365 3041711 32102610 6244469 1802411 250875 8297755 23804855 142315 6749 149064 23953919 29060899 1802411 170230 1972641 27088258 142315 142315 27230573 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, 2011 and 2010, 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 -6,749. statements but included in revenue for unrelated business tax calculation Unrealized gain on interest rate swap 80,645. Part XII, Line 2d - Other Adjustments: Special Event Expenses 170,230. Unrealized gain on interest rate swap 80,645. Part XII, Line 4b - Other Adjustments: Partnership revenue not included in the financial 6,749. statements but included in revenue for unrelated business tax calculation Part XIII, Line 2d - Other Adjustments: Special Event Expenses 170,230. Central America and the Caribbean 0 0 Investments 4222873 0 0 0 0 0 0 4222873 0 4222873 0 0 0 0 0 0 X X X X X X X 1 Newport Creative Communications 524 Seaward Drive Severna Park MD 21146 Direct Mail Member Acq. Consulting 0 527884 16000 511884 Charity Dynamics Inc 3420 Executive Center Dr Livingst Austin TX 78731 Online Consulting 0 497944 16800 481144 Citizens Campaign Inc 23885 Denton St Suite B Clinton Township MI 48036 Public Outreach 1 488411 82686 405725 Share Group Inc 1717 K Street NW 900 Washington DC 20036 Telemarketing Services 0 98890 19162 79728 1613129 134648 1478481 AL AK AZ AR CA CO CT DC 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 157597 112322 45275 15357 22234 2700 43428 GOLF 273360 232200 41160 23951 26500 600 35460 430957 344522 86435 39308 48734 3300 78888 170230 -83795 1 Red Barn Inc 1383 Arcadia Rd STE 001 Lancaster PA 17601 412024936 1149866 Implement Agricultural Best Management Practices Team Ag Inc 120 Lake St Ephrata PA 17522 233102803 1846255 Implement Agricultural Best Management Practices Dann Marine Towing LC 299 Boatyard Rd Chesapeake City MD 21915 521900224 583086 Clean Diesel Marine Engines Langenfelder Marine Inc 400 Pier Avenue Stevensville MD 21666 331013145 142018 Oyster Reef Project Susquehanna County Conservation District 31 Public Ave Montrose PA 18801 246019940 Government 220314 Implement Agricultural Best Management Practices World Resources Institute Inc 10 G ST NE STE 800 Washington DC 20002 521257057 501(c)(3) 19350 Nitrogen Footprint Project Eastern Shore Resource Conservation and Development Council 33446 Research Drive Painter VA 23420 541422494 501(c)(3) 73349 Onancock Watershed Restoration Project Center for Watershed Protection Inc 8390 Main Street 2nd Floor Ellicott City MD 21043 541644387 501(c)(3) 12356 Onancock Watershed Restoration Project Elizabeth River Project 475 Water Street Suite 103A Portsmouth VA 23704 541663058 501(c)(3) 42136 Lafayette River Project Virginia Zoologist Society 350 Granby Street Norfolk VA 23504 510253147 501(c)(3) 24298 Lafayette River Project Whitescarver Natural Resources Mgmt 120 Trimbles Mill Road Swoope VA 24479 275233176 13282 Implement Agricultural Best Management Practices Comprehensive Land Services 1911 Barren Road Oxford PA 19363 232963038 18355 Implement Agricultural Best Management Practices Lancaster County Conservation District 1383 Arcadia Rd Room 200 Lancaster PA 17601 231666539 Government 15000 Implement Agricultural Best Management Practices 7 6 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 0 1 X X 0 0 0 0 0 0 0 0 0 William C Baker 172844 0 0 0 0 0 7312 0 24875 0 205031 0 0 0 Fay R Nance 141934 0 0 0 0 0 5903 0 6596 0 154433 0 0 0 Edward Allenby 176860 0 0 0 0 0 7258 0 11475 0 195593 0 0 0 Jon A Mueller 139238 0 0 0 0 0 5830 0 6500 0 151568 0 0 0 Roy A Hoagland 135140 0 0 0 0 0 5656 0 22435 0 163231 0 0 0 Part I, Line 1a The residence provided to the key employee was negotiated in the employment contract - and was a condition of the employee accepting employment. The full value of housing costs is included as taxable wages to the employee and is taxed accordingly. The total housing allowance for the calendar and fiscal year were $14,389 and $13,232, respectively. Winslow Green Growth Fund Board of Trustees 1267536 TrusteeWilliam C. Baker is a compensated CEO and member of CBF's Board of Trustees. Trustees D. Keith Campbell (Chairman of CBF's Board of Trustees until January 31, 2011) and Truman T. Semans (Chairman of the Investment Committee) are non-compensated members of the CBF Board of Trustees. Joseph R. Hardiman is a non-compensated member of CBF's Investment Committee. All listed serve on the Board of Directors for Brown Advisory. Brown Advisory serves as the parent company and investment advisor of the Winslow Management Company, LLC, which serves as the investment advisor of the Winslow Green Growth Fund. CBF invested funds through the Winslow Management Company on terms and conditions identical to those available to other clients of the Winslow Management Company, LLC, which serves as the investment manager of the Winslow Green Growth Fund. CBF liquidated the Winslow Green Growth Fund on October 15, 2010. 0 JMI Equity Fund IV LP Board of Trustees 217835 Trustee William C. Baker is a compensated CEO and member of CBF's Board of Trustees. Trustees D. Keith Campbell (Chairman of CBF's Board of Trustees until January 31, 2011) and Truman T. Semans (Chairman of the Investment Committee) are non-compensated members of the CBF Board of Trustees. Joseph R. Hardiman is a non-compensated member of CBF's Investment Committee. All listed serve on the Board of Directors for Brown Advisory, 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 48746 Trustee William C. Baker is a compensated CEO and member of CBF's Board of Trustees. Trustees D. Keith Campbell (Chairman of CBF's Board of Trustees until January 31, 2011) and Truman T. Semans (Chairman of the Investment Committee) are non-compensated members of the CBF Board of Trustees. Joseph R. Hardiman is a non-compensated member of CBF's Investment Committee. All listed serve on the Board of Directors for Brown Advisory, 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 3 5610 Fair market value X 76 702588 Fair market value X 1 255400 Fair market value X 1 3000 Fair market value X Various goods 5 14950 Fair market value X Auction items 25 26002 Auction Price 0 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, Maryland; state offices in Maryland, Virginia, Pennsylvania, and District of Columbia; 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 173 fulltime employees. Program Service Statement Form 990, Part III, Line 4a Education, continued from page 2: CBF worked with the Maryland State Board of Education to pass a groundbreaking environmental literacy graduation requirement, the first of its kind in the nation, and with the Virginia Beach (VA) City Public Schools to develop a model, system-wide environmental education program. CBF continued its leadership of No Child Left Inside, a national coalition of environmental, educational, and public health organizations, businesses, civic organizations, and other public enterprises, all dedicated to ensuring a comprehensive education for all. Program Service Statement Form 990, Part III, Line 4b Environmental Protection and Restoration (EPR), continued from page 2: CBF planted 21 million oyster spat and over 1,000 acres of stream-side trees. In Pennsylvania, CBF and partners installed 230 water quality improvement projects on 44 farms and worked to improve the regulation of the natural gas industry in the Marcellus Shale. In Maryland, CBF pushed for $25 million to support reductions in stormwater and farm pollution, and to prevent drilling for natural gas until it could be done safely. CBF worked to expand the amount of productive oyster bottom in sanctuaries protected from harvest. In Virginia, CBF championed banning phosphorus in lawn fertilizers and restricting the use of fertilizer by service companies; 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 FY11, 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: formally intervening in the Farm Bureau's legal challenge of the Bay TMDL, continued litigation over the Sparrows Point steel mill and several Maryland critical area cases, opposition to coal fired power plants in Pennsylvania and Virginia, 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 1,914 print, broadcast, and online news stories, an increase of 10% over FY10. CBF researched, wrote, and released "A Coal Plant's Drain on Health and Wealth," and produced over 60 additional publications including the "Save the Bay" magazine, annual report, brochures, and informational materials. Over 400,000 unique visitors used cbf.org, and 12,753 of them sent 20,776 advocacy messages. CBF's bimonthly electronic newsletter was distributed to over 90,000 e-members. CBF's Facebook fans increased 50% to nearly 18,000. CBF's "Bay Daily" blog won the best news blog in Maryland with more than 76,000 unique visitors and 300 subscribers. CBF's 14,142 volunteers donated more than 50,000 hours. Using the Independent Sector scale, their value is greater than $1 million. 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 24, 2011. 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. Changes in Net Assets or Fund Balances: Form 990, Part XI, line 5: Net unrealized gains on investments: 6,244,469. Partnership revenue not included in the financial -6,749. statements but included in revenue for unrelated business tax calculation Unrealized gain on interest rate swap 80,645. Total to Form 990, Part XI, Line 5: 6,318,365.