2020-01-07T15:42:18-06:00 2019-06-30 113518842 Marks Paneth LLP 685 Third Avenue New York NY 10017 990 2018-07-01 237148333 The Scenic Hudson Land Trust Inc SCEN 8454734440 One Civic Center Plaza No 200 Poughkeepsie NY 12601 Steven Rosenberg Executive Director 8454734440 2019-12-18 1 Magdalena M Czerniawski P00535099 2125038800 2019-12-18 47.19.112.229 2019-12-18 08:19:45 ES P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 86324AA6648A884C06306129ED8808CB1BD1A3DC 2018 2020-09-23 17:36:50Z Steven Rosenberg One Civic Center Plaza No 200 Poughkeepsie NY 12601 68871897 0 X www.scenichudson.org X 1936 NY See Schedule O for The Scenic Hudson Land Trust's mission statement. 17 16 0 450 0 0 719776 338629 0 0 8543434 35389357 160250 57936 9423460 35785922 47500 439818 0 0 0 0 0 0 42433 9430175 8770206 9477675 9210024 -54215 26575898 270075904 274643223 3539389 6242337 266536515 268400886 See Schedule O for The Scenic Hudson Land Trust's mission statement. 0 0 8050964 439818 353161 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. 8050964 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 0 0 0 0 1 1 0 0 0 1 18 0 1 0 0 1 EI CJ 0 0 0 0 0 0 0 0 0 0 X 17 16 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 NY PA NJ X X Jason Camporese 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 Edward O Sullivan Assistant Secretary 5.00 37.00 X X 0 419150 133231 Edward Whitney Treasurer 1.00 1.00 X X 0 0 0 Frederic C Rich Director 1.00 1.00 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 Kim A Taylor Director (Outgoing) 1.00 X 0 0 0 Kristin Gamble Director 1.00 1.00 X 0 0 0 Leigh Seippel Director (Outgoing) 1.00 1.00 X 0 0 0 Marjorie L Hart Director 1.00 1.00 X 0 0 0 Rudolph S Rauch III Secretary 1.00 X X 0 0 0 Sarah AW Fitts Director (Outgoing) 1.00 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 Wheelock Whitney III Secretary (Outgoing) 1.00 X X 0 0 0 Erin Riley Senior Vice President 2.00 40.00 X 0 250080 52663 Jason Camporese Chief Finance & Operations 7.00 38.00 X 0 220036 55648 Steven Rosenberg Executive Director 20.00 28.00 X 0 299378 117793 Rita Shaheen Dir. of Parks & Community 39.00 1.00 X 0 118574 12568 Seth McKee Land Conservation Director 1.00 X 0 134416 43618 Margaret King Assistant Director of Development 40.00 X 0 101373 20770 Theresa Vanyo Director of Human Resources 40.00 X 0 126543 23446 0 1669550 459737 0 0 1 0 0 194500 144129 338629 3444879 3444879 43775 0 43775 43775 43775 58191453 6839000 26585975 6500000 31605478 339000 31944478 339000 31605478 Miscellaneous 900099 14161 14161 14161 35785922 353161 0 35094132 X 439818 439818 2211358 2047918 121007 42433 24755 24755 45700 45700 949920 949920 11323 11323 150329 150329 Conservation easements 2024863 2024863 Land project expenses 1568589 1568589 Sales/trf. of property 1393948 1393948 Property taxes 389421 389421 9210024 8050964 1116627 42433 16323402 17378617 8588198 4464736 529273 1009832 124953 111914 24362 13039 128868760 103203546 58194005 83049914 57493382 65469671 54522 53868 270075904 274643223 999655 793302 25000 2514734 5449035 3539389 6242337 X 69986092 80225023 196550423 188175863 266536515 268400886 270075904 274643223 X 26575898 -24777227 65700 X X 0 1 X 1 0 X X 1 Scenic Hudson Inc 132898799 7 1 2049777 0 1 2049777 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 136 13514.00 2 3 1 1 2912.00 109366 198421651 10407687 8839338 199990000 189444444 57195 17431312 8511300 198421651 168420197 1251720 28262427 8489900 189444444 178554564 917329 -2845896 8205800 168420197 182909191 289100 3076273 7720000 178554564 0.09000 0.91000 0 1 1 104733 91694 13039 20220 20220 0 13039 Pooled Investment Funds - Ex U.S. Commingled Funds 72684487 F Pooled Investment Funds - Alternative Investment Funds 10365427 F 83049914 Land areas - 8, 041 acres 65469671 C 65469671 X 0 Part II, Line 3: EASEMENT CHANGES: Total conservation easements decreased from 176 in FY16 to 134 in FY17 due to an internal decision to only list those actually held by SHLT. In the past, the list included all conservation easements to which SHLT was a collaborator, even though SHLT may not have been the actual holder of the conservation easement. EASEMENTS MODIFED TRANSFERRED OR TERMINATED: 1) Modified/Transfered - Camp Addison Boyce. Conservation easement modified to assign 3rd party right of enforcement to SHLT. Conservation easement was subsequently transferred to New York State OPRHP. This conservation easement was purchased for value and no deduction was taken. 2) Modified - Clermont Partners East. Net conservation value enhanced: Right of first refusal replaced with preemtive purchase right which ensures farm affordability. Dwelling allowance within existing buildable area modestly expanded. This conservation easement was purchased for value and no deduction was taken. 3) Modified - Mongelli. Through this amendment, the configuration of the conservation easement's agricultural allowances was modified pursuant to the terms of the original conservation easement, which anticipated such modifications to enhance the farm's agricultural viability - one of the easement's primary conservation purposes - every 20 years. Net conservation value was enhanced. This conservation easement was purchased for value and no deduction was taken. 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, The Scenic Hudson Land Trust, Inc. (SHLT) and Scenic Hudson, Inc. (SH) 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 $199,990,000 as of June 30, 2019, as follows: 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, 2019, the balance of the Board Designated Fund was $17,973,036. 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, 2019, the balance of the Wallace Fund was $175,989,185. 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, 2019, the balance of the Kathryn W. Davis Fund was $5,064,084. 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, 2019, the balance of the Easement Enforcement Fund was $963,695. As required by the Instructions to Form 990, the combined value of these four funds is reported on Schedule D, Part V of the 990 for both Scenic Hudson, Inc. and The Scenic Hudson Land Trust, Inc., notwithstanding that each such entity itself owns only two of such funds, as described above. 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. Similarly, 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. Part X, Line 2: DISCLOSURE OF UNCERTAIN TAX POSITIONS: The Organization believes it had no uncertain tax positions as of June 30, 2019 and 2018 in accordance with ASC 740, "Income Taxes," which provides standards for establishing and classifying any tax provisions for uncertain tax positions. 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 1182195 Central America and the Caribbean 0 0 Passive Foreign Investments 20422930 0 0 0 0 0 0 21605125 0 21605125 0 0 0 0 0 0 1 HUDSON RIVER MARITIME MUSEUM 50 ROUNDOUT LANDING KINGSTON NY 12401 222325506 501(c)(3) 45000 Contribution to Solar boat. NATURAL HERITAGE TRUST 625 BROADWAY 2ND FLOOR ALBANY NY 12207 161019635 501(c)(3) 339000 Conservation easement stewardship. KINGSTON LAND TRUST PO BOX 2701 KINGSTON NY 12402 262338986 501(c)(3) 40000 Site acquisition. SPRINGSIDE LANDSCAPE RESTORATION PO BOX 4915 POUGHKEEPSIE NY 12602 222871575 501(c)(3) 8318 Site aquisition. 4 Part I, Line 2: The board approved the expenditure and regularly monitors the grants given. 0 1 0 0 0 0 0 0 0 Edward O Sullivan Assistant Secretary 0 346833 0 70000 0 2317 0 130631 0 2600 0 552381 0 0 Erin Riley Senior Vice President 0 204655 0 45000 0 425 0 39672 0 12991 0 302743 0 0 Jason Camporese Chief Finance & Operations 0 189870 0 30000 0 166 0 18640 0 37008 0 275684 0 0 Steven Rosenberg Executive Director 0 247821 0 50000 0 1557 0 86000 0 31793 0 417171 0 0 Seth McKee Land Conservation Director 0 123988 0 10000 0 428 0 11396 0 32222 0 178034 0 0 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 run through January 31, 2020 at which time Mr. Sullivan will complete his commitment and receive a one-time lump sum payment of $500,000. 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 the plan. Accordingly, SHLT will recognize this obligation over the term of the agreement. During the year ended June 30, 2019, SHLT recognized $98,631 of expense related to this agreement. 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, 2019, 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. 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. Form 990, Part VI, Section B, line 15 PROCESS FOR DETERMINING EXECUTIVE COMPENSATION: Executive compensation is determined by the Executive Compensation Committee, who engages a third-party consultant who provides a market analysis with recommendations, in consultation with the Board of Directors. The Executive Compensation Committee also incorporates first hand research data on comparable organizations in Scenic Hudson's staff and/or budget size in their recommendations. 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, 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. With this in mind, the most meaningful calculation of the program expense ratio of Scenic Hudson and The Scenic Hudson Land Trust is to consider these expenses on a consolidated basis. On a consolidated basis, the program expense ratio for Scenic Hudson and The Scenic Hudson Land Trust was 83.7% and 82.4%, respectively, for the fiscal years ended June 30, 2019 and 2018. 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, 2019, the Organization sold/donated three properties (and a conservation easement) with a carrying value of $7,893,948 to third parties for $6,839,000 resulting in a net loss of $1,054,948, which is included in the accompanying consolidated statements of activities as "sale/donation of property interest below cost to state and local government agencies and unaffiliated nonprofit entities" of $1,393,948 and "gain on sale of program-related investment in land areas" of $339,000. Form 990, Part XI, line 9: In-kind contribution for imputed interest on notes payable 540,928. Imputed interest expense on notes payable -475,228. FORM 990, PART XII, LINE 2C: AUDIT OVERSIGHT AND SELECTION PROCESS: The Audit Committee will annually retain or renew the retention of an independent accountant/auditor to conduct an audit and, upon completion thereof, review the results of the audit and any related management letter with the independent auditor. The Audit Committee reports its activities to the full Board of Directors annually. This process has not changed from the prior year. 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 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 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 Scenic Hudson Inc O 2049777 Board resolution/svcs. agreement Scenic Hudson Inc Q 207192 Cash payments Scenic Hudson Inc P 54522 Cash payments 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 a supporting organization to 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 2019 totaled $2,049,777.