2021-01-21T13:23:51-06:00 2020-06-30 113518842 Marks Paneth LLP 685 Third Avenue New York NY 10017 990 2019-07-01 237148333 The Scenic Hudson Land Trust Inc SCEN 8454734440 One Civic Center Plaza No 200 Poughkeepsie NY 12601 Steven Rosenberg Executive Director 8454734440 2021-01-13 1 MAGDALENA M CZERNIAWSKI P00535099 2125038800 2021-01-13 2019 2022-09-23 18:48:47Z Steven Rosenberg One Civic Center Plaza No 200 Poughkeepsie NY 12601 108004802 0 X www.scenichudson.org X 1936 NY See Schedule O for The Scenic Hudson Land Trust's mission statement. 16 15 0 450 0 0 338629 6628053 0 0 35389357 8532340 57936 24583 35785922 15184976 439818 2508900 0 0 0 0 0 0 35337 8770206 12329552 9210024 14838452 26575898 346524 274643223 279130026 6242337 11654306 268400886 267475720 See Schedule O for The Scenic Hudson Land Trust's mission statement. 0 0 13782759 2508900 The Scenic Hudson Land Trust (which has no employees) was founded exclusively for the benefit of and to serve the purposes of Scenic Hudson, to the extent that those purposes relate to acquiring and holding land in the Hudson River Valley, in order to preserve and protect such land for the benefit of the public, including transferring lands to federal, state and local governments and other not-for-profit organizations. Accordingly, the Land Trust acquires conservation easements and normally holds title to program related investments in land and parks owned by the Organization. 13782759 1 1 0 0 0 0 1 0 0 1 1 1 1 0 0 1 0 1 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 1 0 0 0 1 1 1 1 0 0 1 21 0 1 0 0 1 EI CJ 0 0 0 0 0 0 0 0 0 0 X 16 15 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 NY PA NJ X X Jason Camporese Chief Finance & Operations 8454734440 One Civic Center Plaza Suite 200 Poughkeepsie NY 12601 Alexander Reese Vice Chair 1.00 1.00 X X 0 0 0 Andrew Gundlach Director 1.00 X 0 0 0 David H Mortimer Director 1.00 X 0 0 0 Douglas Land Director 1.00 1.00 X 0 0 0 Edward O Sullivan Assistant Secretary 5.00 37.00 X X 0 427995 137273 Edward Whitney Treasurer 1.00 1.00 X X 0 0 0 Frederic C Rich Director 1.00 2.00 X 0 0 0 James B Clark Director 1.00 X 0 0 0 James C Goodfellow Director 1.00 1.00 X 0 0 0 Judah S Kraushaar Director 1.00 1.00 X 0 0 0 Kristin Gamble Director 1.00 1.00 X 0 0 0 Leigh Seippel Director 1.00 X 0 0 0 Marjorie L Hart Director (Outgoing) 1.00 1.00 X 0 0 0 Richard Krupp Director 1.00 1.00 X 0 0 0 Rudolph S Rauch III Secretary 1.00 X X 0 0 0 Simon Roosevelt Chair 1.00 1.00 X X 0 0 0 W Patrick McMullan III Treasurer 1.00 1.00 X X 0 0 0 Jason Camporese Chief Finance & Operations Officer 7.00 38.00 X 0 240338 54104 Steven Rosenberg Executive Director 20.00 29.00 X 0 317700 114065 0 986033 305442 0 0 1 0 0 651880 5976173 825735 6628053 3031850 3031850 24583 0 24583 24583 24583 98320316 92819826 5500490 5500490 5500490 15184976 0 0 8556923 X 2508900 2508900 2354867 2205863 113667 35337 15112 15112 45050 45050 861639 861639 155607 155607 28511 28511 158276 158276 Land project expenses 3289588 3289588 Sales/trf. of property 3279519 3279519 Conservation easements 1691987 1691987 Property taxes 449396 449396 14838452 13782759 1020356 35337 17378617 7202095 4464736 2653667 1009832 586816 190856 120205 13039 70651 103203546 91338729 83049914 90710454 65469671 86520862 53868 46752 274643223 279130026 793302 2362014 2500000 5449035 6792292 6242337 11654306 X 80225023 90742882 188175863 176732838 268400886 267475720 274643223 279130026 346524 -1271690 0 X X 0 1 X 1 0 X X 1 Scenic Hudson Inc 132898799 7 1 2217000 0 1 2217000 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED X X X X X 140 13893.00 2 1 1 2912.00 112488 176952880 8625 6295723 8108000 175149228 175518560 28625 9190695 7785000 176952880 167241880 3 15878977 7602300 175518560 148917797 12625 25909358 7597900 167241880 158974179 -2711582 7344800 148917797 0.00550 0.99450 0 1 1 190856 120205 70651 70651 Pooled Investment Funds - Ex U.S. Commingled Funds 51591944 F Pooled Investment Funds - Alternative Investment Funds 16186948 F Pooled Investments - Global Commingled Funds 22931562 F 90710454 Land areas - 8,041 acres 82684440 C Investment in for-profit sub 3836422 C 86520862 X 22791557 -1271690 332500 9407410 8468220 14323337 861639 861639 15184976 20902242 332500 6592929 6925429 13976813 861639 861639 14838452 Part II, Line 5: POLICY ON ENFORCEMENT OF CONSERVATION EASEMENTS: The organization(s) policies on Conservation Easement Monitoring and Violations conform to Land Trust Alliance Standards and Practices. The policies require that each conservation easement is monitored annually by a physical inspection of the property. If any violation of the conservation easement has occurred, the landowner is notified by certified letter of the violation. When appropriate, the letter outlines corrective measures that will mitigate the problems. Legal action, authorized by the board, may be taken in the event that a landowner disregards the terms of the easement and/or refuses to take corrective measures. Part II, Line 9: REPORTING OF CONSERVATION EASEMENTS ON REVENUE/EXPENSE STATEMENT: Purchased easements are expensed in the period acquired. Contributions for the purpose of purchasing conservation easements are temporarily restricted at year-end if the purchase of the conservation easement has not been completed. Donated conservation easements are not recorded as revenue or expense by the Organization, except those conservation easements donated (in full or in part) by third parties to satisfy the requirements of governmental funding programs. The Organization recognizes that is it the responsibility of the donor to report the appraised value of a donated conservation easement to the Internal Revenue Service; the Organization does not participate in the appraisal or reporting of these values. Part V, Line 4: USE OF ENDOWMENT FUNDS: As articulated in detail in Part VII of Schedule R, Scenic Hudson, Inc. (SH) and The Scenic Hudson Land Trust, Inc. (SHLT) are related, tax-exempt organizations. Neither organization holds a "permanent endowment," that is, a fund intended by the donor to preserve its original principal amount and thus where spending is restricted to income and other investment earnings. SH and SHLT do hold four "quasi-endowment" funds, which had a combined market value of $200,324,461 as of June 30, 2020, as follows: The Lila Acheson and Dewitt Wallace Hudson Valley Land Preservation Endowment (the "Wallace Fund") is a donor-restricted fund held by SHLT. It is principally used to support capital and other costs of purchasing land and conservation easements to meet SHLT's land preservation goals. Spending from the Wallace Fund is by application of the same spending rate determined by the Board and applied to SH's Board Designated Fund. Special appropriations are permitted under exceptional circumstances by Board approval, subject to donor restrictions. As of June 30, 2020, the balance of the Wallace Fund was $174,192,280. The capital costs of preserving the highest priority conservation lands in the Hudson Valley far exceed the appropriations available from the Wallace Fund. Accordingly, Scenic Hudson's land preservation program - which is run primarily through The Scenic Hudson Land Trust - is highly dependent on capital contributions from individuals, foundations and government entities. The Conservation Easement Enforcement Fund (the "Easement Enforcement Fund") is a board-designated fund held by SHLT. Appropriations are made at the discretion of the Board, generally by application of the same spending rate determined by the Board and applied to SH's Board Designated Fund. Spending is used primarily to cover legal and other costs incurred to support the perpetual obligation to monitor and enforce conservation easements and to defend lands held in fee for conservation. As of June 30, 2020, the balance of the Easement Enforcement Fund was $956,948. The combined value of the Wallace Fund and Easement Enforcement Fund ($175,149,228) is reported in Schedule D, Part V of The Scenic Hudson Land Trust 990. The Scenic Hudson Board Designated Fund is held by SH for the purpose of supporting the annual operating budget. Spending from the Board Designated Fund is determined annually by the board based on a percentage of the average balance over a rolling twelve-quarter period. As of June 30, 2020, the balance of the Board Designated Fund was $20,169,468. The Kathryn W. Davis Fund for Park Planning and Community Land Use (the "Kathyrn W. Davis Fund") is a donor-restricted fund held by SH. This fund is used to support SH's staff, consultants and other costs for park design, park management and land use planning. Spending from the Kathryn W. Davis Fund is by application of the same spending rate determined by the Board and applied to SH's Board Designated Fund. As of June 30, 2020, the balance of the Kathryn W. Davis Fund was $5,005,762. The combined value of the Board Designated Fund and Kathryn W. Davis Fund ($25,175,230) is excluded from this 990 and reported in Schedule D, Part V of the Scenic Hudson 990. Because of the small size of the Board Designated Fund relative to SH's operations, and the restricted purposes of the Wallace Fund, Kathryn W. Davis Fund and Easement Enforcement Fund, Scenic Hudson is highly dependent on donor contributions to meet its annual operating needs. Part X, Line 2: DISCLOSURE OF UNCERTAIN TAX POSITIONS: The Organization believes it had no uncertain tax positions as of June 30, 2020 and 2019 in accordance with ASC 740, "Income Taxes," which provides standards for establishing and classifying any tax provisions for uncertain tax positions. Part XI, Line 2d - Other Adjustments: Revenue from Related Organizations 16,945,070. Intercompany Eliminations -7,537,660. Part XII, Line 2d - Other Adjustments: Expenses from Related Organizations 14,130,589. Intercompany Eliminations -7,537,660. PART II, LINE 1: CLARIFICATION ON HISTORIC STRUCTURES: The purpose of acquiring conservation easements is preservation of vital lands in support of The Scenic Hudson Land Trust's mission; preservation of historic structures is incidental to The Scenic Hudson Land Trust's decision to acquire conservation easements. Europe (Including Iceland & Greenland) 0 0 Passive Foreign Investments 15156395 Central America and the Caribbean - Antigua & Barbuda, Aruba, Bahamas, 0 0 Passive Foreign Investments 17311890 0 0 0 0 0 0 32468285 0 32468285 0 0 0 0 0 0 Part III Accounting Method: 1 Hudson Highlands Fjord Trail Inc One Civic Center Plaza Suite 200 Poughkeepsie NY 12601 844261224 501(c)(3) 2500000 Land Preservation 1 Part I, Line 2: The board approved the expenditure and regularly monitors the grants given. Schedule I, Part II, line 1(a): Hudson Highlands Fjord Trail, Inc. (HHFT), a related entity supported and controlled by Scenic Hudson, Inc. (the sole member of The Scenic Hudson Land Trust, Inc.), has filed Form 1023 with the IRS and its exempt status is pending as of the filing of this Form 990. Schedule I, Part II, Line 1(d): During the fiscal year ended June 30, 2020, The Scenic Hudson Land Trust Board authorized a $2,500,000 contribution, payable over five years, to HHFT to fund future operations and maintenance costs of the Fjord Trail. 0 1 0 0 0 0 0 0 0 Edward O Sullivan Assistant Secretary 0 348080 0 70000 0 9915 0 134673 0 2600 0 565268 0 0 Jason Camporese Chief Finance & Operations Officer 0 199502 0 40000 0 836 0 20974 0 33130 0 294442 0 0 Steven Rosenberg Executive Director 0 255351 0 60000 0 2349 0 88710 0 25355 0 431765 0 0 Part I, Line 3 Executive compensation is determined by the Executive Compensation Committee of Scenic Hudson, Inc., who engages a third-party consultant who provides a market analysis with recomendations, in consultation with the Board of Directors. Part I, Line 7 Bonuses are approved by the Board of Directors and Executive Compensation Committee as part of the overall compensation review and approval process, which includes review of peer compensation data and analysis prepared by an independent third-party compensation consultant. See Schedule O, reference to Form 990, Part VI, Section B, Line 15 for more details. SCHEDULE J, PART I, LINE 4B: NOTE ON SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN: During the year ended June 30, 2015, Scenic Hudson, Inc. ("SH") and Edward Sullivan, President of SH, entered into a long-term employment agreement under IRC Section 457(f). The terms of the agreement were satisfied in January 2020, which resulted in a one-time lump sum payment of $500,000 (the "payment") to Mr. Sullivan. Subsequent to the aforementioned payment, SH and Mr. Sullivan entered into a new long-term employment agreement under IRC Section 457(f). The terms of the agreement run through January 31, 2025 at which time Mr. Sullivan will complete his commitment and receive a one-time lump sum payment of $400,000. Since Mr. Sullivan provides essential services to The Scenic Hudson Land Trust, Inc. ("SHLT"), which has no employees, SHLT has agreed to provide SH with funds sufficient to enable SH to make payments due under each of the aforementioned plans. Accordingly, SHLT has and will recognize this obligation over the term of the agreements. During the year ended June 30, 2020, SHLT recognized $90,170 of expense related to these agreements. During the year ended June 30, 2016, SH and Steven Rosenberg, Senior Vice President of SH, entered into a long-term employment agreement under IRC Section 457(f). The terms of the agreement run through June 14, 2021 at which time Mr. Rosenberg will complete his commitment and receive a one-time lump sum payment of $230,000. Since Mr. Rosenberg also provides essential services to SHLT, which has no employees, SHLT has agreed to provide SH with funds sufficient to enable SH to make payments due under the plan. Accordingly, SHLT will recognize this obligation over the term of the agreement. During the year ended June 30, 2020, SHLT recognized $46,000 of expense related to this agreement. SCHEDULE J, PART II: GENERAL NOTE ON OFFICERS, DIRECTORS, AND TRUSTEES: The persons listed in Part II of Schedule J perform services for The Scenic Hudson Land Trust, Inc. (SHLT) in their capacities as employees of Scenic Hudson, Inc. (SH); SHLT has no employees. Total compensation to each of such persons is required to be reported on Schedule J by both SH and SHLT notwithstanding that each of these directors and officers are paid directly and only by SH. As noted in Schedule R, Part V, SHLT is party to a services agreement with SH pursuant to which SH, among other things, makes the services of such persons available to SHLT. Please refer to Schedule R for more details. X 2 825735 FMV 0 1 0 Part I, Column (b): The number in column (B) represents the number of contributions received. FORM 990, PART I, LINE 1 AND PART III, LINE 1: DESCRIPTION OF ORGANIZATION'S MISSION AND SIGNIFICANT ACTIVITIES: The mission of The Scenic Hudson Land Trust is to conserve land in the Hudson River Valley of important scenic, natural and/or agricultural value, and to create parks and trails for the public. We ensure that our work is grounded in science, and we serve as a regional leader and partner dedicated to conserving and enhancing the land and waterways of the Valley. The Scenic Hudson Land Trust carries out this mission in furtherance of the mission of Scenic Hudson, Inc., a related, tax-exempt organization, which is to preserve land and farms and create parks that connect people with the inspirational power of the Hudson River, while fighting threats to the river and natural resources that are the foundation of the valley's prosperity. Form 990, Part VI, Section A, line 3 DELEGATION OF MANAGEMENT DUTIES: Scenic Hudson, Inc. (SH), a related, tax-exempt organization that is the sole corporate member of The Scenic Hudson Land Trust, Inc. (SHLT), provides SHLT with the services of its employees, office space and general administrative support through a services agreement. Under this agreement, SHLT provides payment to SH of an amount approved annually via board resolution, which covers a portion of these expenses. Please see Schedule R for more details. Form 990, Part VI, Section A, line 6 MEMBERS OF THE ORGANIZATION: Scenic Hudson, Inc. (SH), a related, tax-exempt organization that is the sole corporate member of The Scenic Hudson Land Trust, Inc. (SHLT), provides SHLT with the services of its employees, office space and general administrative support through a services agreement. Under this agreement, SHLT provides payment to SH of an amount approved annually via board resolution, which covers a portion of these expenses. Please see Schedule R for more details. Form 990, Part VI, Section A, line 7a MEMBERS WITH POWER TO ELECT GOVERNING BODY: The Board of Directors shall include three (3) persons who shall serve ex officio, with full voting rights, in their capacities as the Chair, Treasurer and President of Scenic Hudson, Inc. The remaining number of Directors shall be elected by Scenic Hudson, Inc. as the sole corporate member of The Scenic Hudson Land Trust, Inc. Form 990, Part VI, Section A, line 7b MEMBERS AUTHORITY OVER GOVERNANCE DECISIONS: The following actions may be taken only if authorized by the affirmative vote of at least three-quarters of the entire Board of Directors of Scenic Hudson, Inc, as the sole member, acting after they have been recommended by at least three-quarters of the entire Board of The Scenic Hudson Land Trust, Inc.: (i) the disposition of all or substantially all of the assets of the Corporation; (ii) a plan of merger or consolidation of the Corporation; or (iii) a plan of dissolution and distribution of assets of the Corporation. Pursuant to the Not-for-Profit Corporation Law of New York as amended by the New York Not-for-Profit Revitalization Act, the term "entire Board" means the total number of Directors entitled to vote which the Corporation would have at the time in question if there were no vacancies, consisting of the number of Directors that were elected as of the most recently held election of Directors. As the sole member, Scenic Hudson, Inc. shall have the exclusive power to amend The Scenic Hudson Land Trust, Inc.'s Certificate of Incorporation and Bylaws. The Board of Directors of The Scenic Hudson Land Trust Inc. may propose amendments to the Certificate of Incorporation or Bylaws for consideration by Scenic Hudson, Inc. by a majority vote of the Directors present at a Board meeting at which a quorum exists. Form 990, Part VI, Section B, line 11b 990 REVIEW AND OVERSIGHT PROCESS: The form 990 is prepared by an independent accountant. The Audit Committee first reviews the 990 in draft form for Scenic Hudson and The Scenic Hudson Land Trust. Once the Audit Committee has satisfactorily completed its review, they will recommend distribution of the drafts to the full Board of Directors for review and acceptance at its next meeting. Electronic copies of the draft 990s are distributed to the full board in preparation for the meeting. The board is encouraged to review the draft and provide comments or seek clarification, where necessary, before their acceptance. The return is filed upon acceptance by the board. Public inspection copies of the 990 are available on the Organization's board extranet and on the Organization's website (www.scenichudson.org/about/financials). Form 990, Part VI, Section B, line 12c MONITORING OF THE CONFLICT OF INTEREST POLICY: All board members and staff are required to review and sign the organization's conflict of interest policy annually. Board members who may have any real or perceived conflict of interest must abstain from discussion and voting around such issues. The Board of Directors reviews conflicts of interest that may arise (real or perceived) involving the staff. The Executive Committee (or in some cases the Board Membership and Governance Committee) reviews conflicts of interest (real or perceived) involving the executive team and board, however they may seek input from the full Board of Directors and/or legal counsel. Finally, all reported conflicts are summarized and reviewed by the independent auditor during the annual audit. A list is provided to the Audit Committee that specifies which, if any, board members reported a conflict. Form 990, Part VI, Section C, line 19 PUBLIC AVAILABILITY OF GOVERNING DOCUMENTS: The following corporate governance documents are available to the public on Scenic Hudson's website (www.scenichudson.org/about/financials): * Form 1023 * Form 990 * Audited financial statements * Certificate of Incorporation * Corporate by-laws * Whistleblower policy * Conflict of interest policy FORM 990, PART IX: STATEMENT OF FUNCTIONAL EXPENSES (PROGRAM EXPENSE RATIO): Activities that occur in The Scenic Hudson Land Trust, Inc. and Hudson Highlands Fjord Trail, Inc., each a supporting organization of Scenic Hudson, directly impact the expenses of Scenic Hudson. Such activities include the purchase of conservation easements and land in fee title and construction of a linear park. With this in mind, the only meaningful calculation of the Program Expense Ratio is to consider the expenses of all entities on a consolidated basis as reported in the consolidated financial statements. On a consolidated basis, the Program Expense Ratio for Scenic Hudson and The Scenic Hudson Land Trust was 86.5% and 83.7%, respectively, for the fiscal years ended June 30, 2020 and 2019. FORM 990, PART IX, LINE 24: EXPLANATION OF SALES/DONATIONS OF LAND EXPENSE ON THE STATEMENT OF FUNCTIONAL EXPENSES: During the year ended June 30, 2020, the Organization sold 1 property to a third party for fair market value, which was less than the historic acquisition cost (carrying cost) resulting in a net loss of $56,000. In addition, the organization assigned contract rights to, and contributed $3,223,519 towards the acquisition of 1 property by a governmental third party. Collectively, the Organization recognized $3,279,519 of expenses associated with the aforementioned transactions, which is included in Part IX Statement of Functional Expenses, Line 24b as "sale/transfer of property expense." FORM 990, PART I, LINE 5 AND PART V, LINE 1A: CLARIFICATION AS TO NUMBER OF EMPLOYEES: The Scenic Hudson Land Trust (SHLT) has no employees of its own. Scenic Hudson, Inc. (SH), a related, tax-exempt organization that is the sole corporate member of SHLT, provides SHLT with the services of its employees, office space and general administrative support through a services agreement. Under this agreement, SHLT provides payment to SH of an amount approved annually via board resolution, which covers a portion of these expenses. Please see Schedule R for more details. Beacon Waterfront LLC One Civic Center Plaza Suite 200 Poughkeepsie NY 12601 261107386 Land Conservation NY 1593163 The Scenic Hudson Land Trust Inc Wiccopee Farm LLC One Civic Center Plaza Suite 200 Poughkeepsie NY 12601 824648169 Land Conservation NY 4100912 The Scenic Hudson Land Trust Inc Slopeline LLC One Civic Center Plaza Suite 200 Poughkeepsie NY 12601 020668682 Land Conservation NY 12355819 The Scenic Hudson Land Trust Inc Quarry Waters LLC One Civic Center Plaza Suite 200 Poughkeepsie NY 12601 843440456 Land Conservation NY 13182678 the Scenic Hudson Land Trust Inc Scenic Hudson Inc One Civic Center Plaza Suite 200 Poughkeepsie NY 12601 132898799 Connecting people to the Hudson River - see Part VII NY 501(c)(3) Line 7 N/A 0 Hudson Highlands Fjord Trail One Civic Center Plaza Suite 200 Poughkeepsie NY 12601 846261224 Trail Development NY 501(c)(3) Line 12a, I Scenic Hudson Inc 0 Northside Junction LLC 1 Civic Center Plaza Suite 200 Poughkeepsie NY 12601 851529685 Own Property NY N/A Fall Kill Brookside LLC 1 Civic Center Plaza Suite 200 Poughkeepsie NY 12061 851504526 Own Property NY N/A C 0 Parker Fall Kill LLC 1 Civic Center Plaza Suite 200 Poughkeepsie NY 12061 852325226 Own Property NY Scenic Hudson Land Trust Inc C 3836422 1.00000 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 Parker Fall Kill LLC B 3836422 FMV Hudson Highlands Fjord Trail B 2500000 Board authorization Scenic Hudson Inc O 2217000 Board resolution/Serv. Agreement SCHEDULE R, PART II AND PART V, LINE 1O: EXPLANATION OF RELATIONSHIP WITH OTHER TAX-EXEMPT ORGANIZATION: Scenic Hudson, Inc. (SH) and The Scenic Hudson Land Trust, Inc. (SHLT) are related, tax-exempt organizations. SHLT is supported and controlled by SH, and SH is the sole member of SHLT. Each organization has its own governing board, however, the board of SHLT is appointed by that of SH. General operations, including expenses related to staff and benefits, are carried on by SH while SHLT was founded exclusively to conserve land in the Hudson River Valley of important scenic, natural and/or agricultural value, and to create parks and trails for the public. As SHLT does not have any employees, SH provides SHLT with the services of its employees, office space and general administrative support through a services agreement. Under this agreement, SHLT provides payment to SH of an amount approved annually via Board resolution for such services on a quarterly basis, which in fiscal year 2020 totaled $2,217,000. Hudson Highlands Fjord Trail, Inc., a related organization whose exempt status is pending as of June 30, 2020, is supported and controlled by SH (the sole member of SHLT).