2015-08-05T12:02:24-05:00 2014-12-31 263753134 CBIZ TOFIAS 500 BOYLSTON STREET BOSTON MA 02116 990 2014-01-01 042103597 MASSACHUSETTS SOCIETY FOR THE PREVENTION OF CRUELTY TO ANIMALS MASS 6175227400 350 SOUTH HUNTINGTON AVENUE BOSTON MA 021304803 CARTER J LUKE CHIEF EXECUTIVE OFFICER 6175227400 2015-07-29 1 JOSEPH M GISO P00030126 6177610600 2015-07-28 2014 2016-04-25 22:37:26Z CARTER J LUKE 350 SOUTH HUNTINGTON AVENUE BOSTON MA 021304803 94016354 0 X WWW.MSPCA.ORG X 1868 MA PROTECT ANIMALS, RELIEVE THEIR SUFFERING, ADVANCE THEIR HEALTH & WELFARE AND PREVENT CRUELTY. 17 16 617 1592 0 0 15371116 18366719 30600779 34996963 4194301 2725357 1226917 1561748 51393113 57650787 264345 216677 0 0 29864083 35727344 490494 465797 2481607 14645723 16232392 45264645 52642210 6128468 5008577 111011153 118841683 14777730 32747665 96233423 86094018 X THE MISSION OF THE MSPCA IS TO PROTECT ANIMALS, RELIEVE THEIR SUFFERING, ADVANCE THEIR HEALTH AND WELFARE, PREVENT CRUELTY AND WORK FOR A JUST AND COMPASSIONATE SOCIETY. 0 0 36180608 195233 32449729 OUR ANGELL MEDICAL CENTERS IN BOSTON AND WALTHAM TREATED 66,501 ANIMALS IN 2014. EMERGENCY CARE WAS PROVIDED TO 16,665 PATIENTS AT ANGELL. THERE WERE 15,679 SURGERIES PERFORMED, 1,142 ANIMALS RECEIVED ADVANCED IMAGING, 4,247 ULTRASOUNDS WERE PERFORMED AND 859 DENTAL SURGERIES WERE PERFORMED. EIGHTY-FIVE FULL-TIME VETENERIANS, MANY OF THEM BOARD CERTIFIED IN VARIOUS SPECIALITIES, PROVIDE CLININCAL EXCELLANCE ENHANCED BY STATE-OF-THE ART TECHNOLOGIES. ANGELL ANIMAL MEDICAL CENTERS HAVE EARNED THE ACCREDITION OF THE AMERICAN ANIMAL HOSPITAL ASSOCIATION, AND STAND PROUDLY AMONG THE BEST VETINARY HOPSITALS IN THE COUNTRY. 6614266 21444 4057892 OUR THREE ANIMAL CARE AND ADOPTION CENTERS TAKE IN AND ADOPT OUT THOUSANDS OF HOMELESS ANIMALS EVERY YEAR - CATS, DOGS, RABBITS, BIRDS, TURTLES, AND ALL KINDS OF SMALL ANIMALS. IN 2014, 7,601 ANIMALS WERE PLACED INTO LOVING HOMES; OUR NETWORK OF 510 FOSTER HOMES PROVIDED CARE FOR ANIMALS WHO WERE NOT QUITE READY FOR ADOPTION; 1,450 VOLUNTEERS DONATED THEIR TIME TO HELP WITH ANIMAL CARE, SPECIAL EVENTS AND OFFICE WORK; 2,354 PEOPLE AND THEIR DOGS ATTENDED TRAINING AND AGILITY CLASSES; 566 PEOPLE ATTENDED 20 TRAINING CLASSES FOR EQUINE AND LARGE ANIMAL RESCUE; OUR EQUINE AMBULANCE STAFF TRAVELED TO 7 SPORT HORSE EVENTS THROUGHOUT THE US AND CANADA TO PROVIDE SUPPORT AND MEDICAL CARE FOR HORSES; AND OUR NEVINS SUMMER CAMP PROVIDED AN EDUCATIONAL EXPERIENCE FOR ABOUT 348 SCHOOL CHILDREN. 702 PRESCHOOLERS ATTENDED THE "LITTLE BOOKWORMS" STORY HOURS IN BOSTON AND AT NEVINS FARM. IN ADDITION TO FINDING HOMES FOR HOMELESS ANIMALS, OUR ADOPTION CENTERS STRIVE TO PROVIDE THEIR SURROUNDING COMMUNITIES WITH ANIMAL-RELATED INFORMATION AND ASSISTANCE IN ORDER TO HELP CREATE A MORE COMPASSIONATE SOCIETY. 672393 OUR MSPCA LAW ENFORCEMENT OFFICERS, FULLY COMMISSIONED BY THE COMMONWEALTH OF MASSACHUSETTS, MEET A HOST OF CHALLENGES EVERY DAY IN THEIR QUEST TO MAKE THIS A BETTER WORLD FOR ANIMALS. DURING 2014, OUR LAW ENFORCEMENT OFFICERS INVESTIGATED 1,883 COMPLAINTS ABOUT ALLEGED ABUSE OR NEGLECT, RESULTING IN 662 WARNINGS; PERFORMED 2,895 CASE RE-CHECKS TO ENSURE COMPLIANCE; ACCEPTED THE VOLUNTARY SURRENDER OF 1543 ANIMALS; PARTICIPATED IN 724 EDUCATIONAL OR ADVISORY SESSIONS WITH ANIMAL OWNERS AND MADE 355 COURT APPEARANCES. 20771 ADVOCACY - OUR ADVOCACY TEAM WORKS TO IMPROVE ANIMAL PROTECTION LAWS AND REGULATIONS. THEIR WORK IS SUSTAINED THROUGH OUR VOLUNTEER ANIMAL ACTION TEAM MEMBERS WHO WRITE LETTERS, MAKE PHONE CALLS, ATTEND LOBBY DAYS AT THE STATE HOUSE, AND MEET WITH LEGISLATORS TO HELP IMPROVE THE LIVES OF ANIMALS.SNAP - OUR SPAY/NEUTER ASSISTANCE PROGRAM (SNAP), AS PART OF AN EFFORT TO MEET THIS CHALLENGE EFFECTIVELY, COLLABORATES WITH THE MASSACHUSETTS VETERINARY MEDICAL ASSOCIATION TO OFFER REDUCED-COST PET STERILIZATION TO LOW-INCOME PET OWNERS BY MEANS OF A DISCOUNT CERTIFICATE REDEEMABLE AT PARTICIPATING VETERINARY PRACTICES. 20771 43488038 1 1 0 1 0 0 0 0 0 1 1 1 0 0 1 1 1 0 0 0 1 1 0 1 1 1 0 1 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 1 55 0 1 617 1 0 0 0 0 0 1 1 0 0 0 1 0 X 17 16 0 0 1 0 1 1 0 1 1 0 0 1 1 1 1 1 1 1 1 0 AL AK AZ AR CA CO CT DC FL GA HI IL KS KY ME MD MA MI MS MO NH NJ NM NY NC ND OH OK OR PA RI SC TN UT VI WA WV WI MN NV X X KIM GAZZOLA CFO 6175227400 350 SOUTH HUNTINGTON AVENUE BOSTON MA 021304803 HILLERY BALLANTYNE DIRECTOR, CHAIR 4.00 X X 0 0 0 JOHN G CARBERRY DIRECTOR, TREASURER 4.00 X X 0 0 0 J ROBERT COLEMAN DIRECTOR 2.00 X 0 0 0 LINDSAY COOK DIRECTOR 4.00 X 0 0 0 LYNN DAYTON DIRECTOR 2.00 X 0 0 0 CHERYL FORTE DIRECTOR 2.00 X 0 0 0 MARK FULLER DIRECTOR 2.00 X 0 0 0 CATHERINE LILLY DIRECTOR 2.00 X 0 0 0 JUDITH MALONE DIRECTOR 2.00 X 0 0 0 SARAH MONACO DIRECTOR 4.00 X 0 0 0 JESSICA GIFFORD NIGRELLI DIRECTOR 2.00 X 0 0 0 CONNIE NOBLE DIRECTOR, SECRETARY 4.00 X X 0 0 0 FREDERICK H JAMIESON DIRECTOR 2.00 X 0 0 0 CAROLYN THAYER ROSS DIRECTOR 4.00 X 0 0 0 BARBARA SCHAYE DIRECTOR 4.00 X 0 0 0 LORI SIDMAN DIRECTOR 2.00 X 0 0 0 CARTER LUKE CHIEF EXECUTIVE OFFICER 40.00 X X 447741 0 156503 ALICE BRUCE VP OF DEVELOPMENT 40.00 X 186591 0 22864 KATHLEEN COLLINS VP OF HUMAN RESOURCES 40.00 X 236495 0 111600 KIM GAZZOLA VP OF FINANCE/CFO 40.00 X 131353 0 28965 JOSEPH SILVA VP, STRATEGIC PLANNING 40.00 X 186432 0 54360 ANN MARIE GREENLEAF CHIEF OF STAFF 40.00 X 228784 0 81776 DOUGLAS BRUM INTERNAL MEDICINE VET 40.00 X 260622 0 99197 SUE A CASALE SURGEON 40.00 X 320603 0 15725 KRISTIN JOHNSTON SURGEON 40.00 X 234251 0 22969 ALLEN SISSON NEUROLOGIST 40.00 X 457117 0 102468 NICHOLAS TROUT SURGEON 40.00 X 288766 0 73144 2978755 0 769571 57 0 1 0 DAVINCI DIRECT 36 CORDAGE PARK CIRCLE SUITE 339 PLYMOUTH MA 02360 DIRECT MAIL PROFESSIONAL 970047 RJ KONING PO BOX 174 CARLISLE MA 01741 ELECTRICAL CONTRACTOR 400765 ANGEL VIEW CEMETARY 471 WAREHAM STREET MIDDLEBORO MA 02346 CREMATION 260374 CRUNCH BRAND 1 THOMPSON SQUARE CHARLESTOWN MA 02129 MARKETING / COMMUNICATIONS 157559 ANTECH DIAGNOSTICS 17672-B COWAN AVENUE IRVINE CA 92614 LAB SERVICES 149862 9 1082750 17283969 1985409 18366719 HEALTH & HOSPITAL SVCS. 900099 34996963 34996963 34996963 1859852 1859852 36874932 2000 35949648 61779 925284 -59779 865505 865505 383050 1082750 353895 29155 29155 22180 245 21935 21935 FARM, CEMETERY & OTHER 900099 1510658 1510658 1510658 57650787 36507621 0 2776447 21444 21444 149233 149233 46000 46000 1549263 636222 612295 300746 26893901 23048522 2849312 996067 758924 474950 258596 25378 4681435 3321520 1209427 150488 1843821 1590914 167900 85007 91880 62352 23563 5965 101846 101846 18000 18000 465797 465797 288567 288567 336360 146739 100960 88661 202725 202725 1836437 1764651 60941 10845 231450 156640 71318 3492 2283505 1847551 260070 175884 227026 207823 12926 6277 91600 70816 19908 876 185542 185542 1598507 1387994 190033 20480 412271 322884 82388 6999 SUPPLIES 5343807 5343807 BANK FEES 831761 723552 33392 74817 EQUIPMENT RENTALS 401070 336793 64277 PRINTING/PUBLICATIONS 353244 352993 251 1396794 1253913 79053 63828 52642210 43488038 6672565 2481607 X 1338396 1476038 1858631 5355748 252380 446781 413237 328368 1035412 1101902 52187009 22644499 27226674 29542510 64510973 66680861 14022166 13674775 353284 234700 111011153 118841683 2223065 3359425 3675000 5075000 8879665 24313240 14777730 32747665 X 46597557 31116852 10916727 14769654 38719139 40207512 96233423 86094018 111011153 118841683 X 5008577 65420 -15213402 X 0 1 X 1 0 X 12857324 12856392 16535619 15401416 18366719 76017470 12857324 12856392 16535619 15401416 18366719 76017470 1596675 74420795 1374467 1572911 1604712 1654734 1859852 8066676 84084146 158002828 0.88510 0.87960 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 103884 82071 185955 49862368 50048323 1000000 250000 0 0 1000000 1000000 1000000 1000000 4000000 6000000 151724 160313 169813 185955 667805 250000 250000 250000 250000 1000000 1500000 79383 85201 96675 103884 365143 49635866 7058256 192503 1909459 54977166 45020921 2661481 3503348 1549884 49635866 40257156 3116779 3384824 1737838 45020921 38818999 3743032 -1176350 1128525 40257156 36408374 322319 3900667 1812361 38818999 0.00000 0.78000 0.22000 0 0 285510 285510 36594864 13802997 22791867 1234196 83732 1150464 12844262 7663974 5180288 1228177 1093796 134381 29542510 BENEFICIAL INTEREST IN PERPETUAL TRUSTS 13674775 F 13674775 LONG TERM LIABILITIES-ACCRUED PENSION COST 17987420 POST RETIREMENT BENEFITS 3670044 CHARITABLE GIFT ANNUITIES 944404 RETIREMENT AGREEMENTS 680742 INTEREST RATE SWAP 90736 DUE TO RELATED SOCIETIES 939894 24313240 X 42499145 65420 -14859262 -14793842 57292987 208567 149233 357800 57650787 52638550 354140 354140 52284410 208567 149233 357800 52642210 PART V, LINE 4: ENDOWMENT FUNDS ARE INTENDED TO PROVIDE A SOURCE OF INCOME TO SUPPORT VARIOUS PROGRAMS AT THE MSPCA. PART X, LINE 2: THE SOCIETY ACCOUNTS FOR THE EFFECT OF ANY UNCERTAIN TAX POSITIONS BASED ON A "MORE LIKELY THAN NOT" THRESHOLD TO THE RECOGNITION OF THE TAX POSITIONS BEING SUSTAINED BASED ON THE TECHNICAL MERITS OF THE POSITION UNDER SCRUTINY BY THE APPLICABLE TAXING AUTHORITY. IF A TAX POSITION OR POSITIONS ARE DEEMED TO RESULT IN UNCERTAINTIES OF THOSE POSITIONS, THE UNRECOGNIZED TAX BENEFIT IS ESTIMATED BASED ON A "CUMULATIVE PROBABILITY ASSESSMENT" THAT AGGREGATES THE ESTIMATED TAX LIABILITY FOR ALL UNCERTAIN TAX POSITIONS. INTEREST AND PENALTIES ASSESSED, IF ANY, ARE ACCRUED AS INCOME TAX EXPENSE. THE SOCIETY HAS IDENTIFIED ITS TAX STATUS AS A TAX EXEMPT ENTITY AND ITS TREATMENT OF RELATED AND UNRELATED INCOME AS ITS ONLY SIGNIFICANT TAX POSITIONS AND HAS DETERMINED THAT SUCH TAX POSITIONS DO NOT RESULT IN AN UNCERTAINTY REQUIRING RECOGNITION. THE SOCIETY IS NOT CURRENTLY UNDER EXAMINATION BY ANY TAXING JURISDICTION. ITS FEDERAL AND STATE INCOME TAX RETURNS ARE GENERALLY OPEN FOR EXAMINATION FOR THREE YEARS AFTER THE DATE OF FILING, INCLUDING EXTENSIONS. PART XI, LINE 2D - OTHER ADJUSTMENTS: FUNDRAISING EXPENSES 353,895. GAMING EXPENSES 245. CHANGE IN FAIR VALUE OF OUTSIDE MANAGED TRUSTS -347,391. GAIN ON INTEREST RATE SWAP 138,787. CURRENT YEAR IMPACT OF CHANGE IN PENSION OBLIGATIONS -15,004,798. PART XI, LINE 4B - OTHER ADJUSTMENTS: FINANCIAL ASSISTANCE NETTED WITH REVENUES 149,233. PART XII, LINE 2D - OTHER ADJUSTMENTS: FUNDRAISING EXPENSES 353,895. GAMING EXPENSES 245. PART XII, LINE 4B - OTHER ADJUSTMENTS: FINANCIAL ASSISTANCE NETTED WITH REVENUES 149,233. 1 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 GRANTS TO RECIPIENTS LOCATED IN THE REGION ANIMAL WELFARE GRANTS 46000 0 0 0 0 0 0 46000 0 46000 EUROPE (INCLUDING ICELAND & GREENLAND) ANIMAL WELFARE IN TURKEY 45000 WIRE TRANSFER EUROPE (INCLUDING ICELAND & GREENLAND) ANIMAL WELFARE PROGRAMS 1000 WIRE TRANSFER 2 0 0 0 0 0 0 0 PART I, LINE 2: THE MSPCA RECEIVES ANNUAL FINANCIAL INFORMATION FROM GRANTEES AS WELL AS CORRESPONDENCE AS TO HOW THE GRANTED FUNDS WERE USED IN PREVIOUS YEARS FOR THE ALICE MANNING FUND HELD BY THE SOCIETY. UPON REVIEW OF THE REPORTS, THE MSPCA CEO, PER THE TRUST DOCUMENTS, DETERMINES IF GRANT ASSISTANCE WILL BE PROVIDED. X X X X X 1 DAVINCI DIRECT INC 36 CORDAGE PARK CIRCLE SUITE 339 PLYMOUTH MA 02360 PROFESSIONAL FUNDRAISING 0 1723535 940274 783261 AUTOMOTIVE RECOVERY SERVICES 2 WESTBROOK CORP CTR SUITE 500 WESTCHESTER IL 60154 VEHICLE SOLICITATION PROGRAM 1 65471 33725 31746 THE GALLER GROUP 1581 BRICKELL AVENUE MIAMI FL 33129 CAPITAL CAMPAIGN COUNSEL 0 0 20500 0 COPLEY RAFF INC 233 NEEDHAM STREET SUITE 300 NEWTON MA 02464 CAPITAL CAMPAIGN COUNSEL 0 0 15834 0 1789006 1010333 815007 AL AK AZ CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY AR NV SPRING GALA 401350 308154 93196 16960 28780 53302 WALK FOR ANIMALS 152972 152592 380 1350 53781 16 911478 622004 289474 22399 41604 135719 1465800 1082750 383050 40709 70384 242802 353895 29155 22180 245 1 0.80000 22180 245 245 21935 MA 1 0 0 0 0.00000 1.00000 ALICE BRUCE 350 SOUTH HUNTINGTON AVE BOSTON MA 02130 0 VARIOUS X 0 SCHEDULE G, PART I, LINE 2B, COLUMN (V) MSPCA HAS ENTERED INTO AN AGREEMENT WITH AUTOMOTIVE RECOVERY SERVICES, INC. (ARS) TO OPERATE ITS VEHICLE DONATION PROGRAM. ARS WILL ACT ON THE MSPCA'S BEHALF AND THAT ARS ACTIVITIES ARE COVERED BY THE AGREEMENT ARE SUBJECT TO THE MSPCA'S OVERSIGHT. ACCORDINGLY, MSPCA ACTIVELY MONITORS PROGRAM OPERATIONS AND HAS THE RIGHT TO REVIEW ALL CONTRACTS, ESTABLISH RULES OF CONDUCT, CHOOSE OR CHANGE PROGRAM OPERATORS, APPROVE OF OR CHANGE ALL ADVERTISING, AND EXAMINE THE PROGRAM'S BOOKS AND RECORDS. MSPCA WILL RECEIVE 70% OF NET PROCEEDS, AFTER TOWING, INTERNET ADVERTISING, ADMINISTRATION AND GENERAL SERVICES FEES ARE DEDUCTED. ALL EXPENSES ARE SPECIFICALLY DENOTED IN THE AGREEMENT. TOTAL FUNDRAISING EXPENSES TO ARS AMOUNTED $20,120 AND HAVE BEEN NETTED IN COLUMN (IV) PER IRS INTRUCTIONS. 1 OPERATION OUTREACH 360 WOODLAND STREET HOLLISTON MA 01746 043368610 501(C)(3) 10000 EDUCATIONAL PROGRAMS IN SCHOOLS IN GA. ANIMAL SHELTER OF MARTHA'S VINEYARD PO BOX 1829 EGARTOWN MA 02539 452430954 501(C)(3) 647 ANIMAL WELFARE PROGRAMS IN MARTHA'S VINEYARD. NOWSAK DOGS 100 WALNUT STREET PEORIA IL 61602 460536511 501(C)(3) 10000 SERVICE DOGS FOR VETERANS. THOMAS O'CONNOR ANIMAL SHELTER 627 COTTAGE STREET SPRINGFIELD MA 01104 046001415 501(C)(3) 797 CAT ADOPTION SERVICES - SPRINGFIELD, MA. 4 0 FINANCIAL ASSISTANCE 223 149233 PART I, LINE 2: THE MSPCA REQUIRES THE GRANTEES TO PROVIDE A DETAILED LISTING OF EXPENSES IN A PROPOSAL WHICH THE GRANT IS TO SUPPORT. ONCE REVIEWED BY THE DIRECTOR OF APD (OR OTHER MEMBER OF SENIOR MANAGEMENT), FUNDS ARE ISSUED TO COVER EXPENSES. FUNDS ARE ISSUED ONCE INVOICES ARE RECEIVED BY THE MSPCA TO ENSURE THE GRANT IS BEING USED AS INDICATED. X X X X X X 0 0 0 1 0 0 0 1 0 CARTER LUKE CHIEF EXECUTIVE OFFICER 340883 0 100000 0 6858 0 125104 0 31399 0 604244 0 0 0 ALICE BRUCE VP OF DEVELOPMENT 184041 0 0 0 2550 0 5575 0 17289 0 209455 0 0 0 KATHLEEN COLLINS VP OF HUMAN RESOURCES 219379 0 15000 0 2116 0 81076 0 30524 0 348095 0 0 0 KIM GAZZOLA VP OF FINANCE/CFO 130400 0 0 0 953 0 3635 0 25330 0 160318 0 0 0 JOSEPH SILVA VP, STRATEGIC PLANNING 183882 0 0 0 2550 0 41418 0 12942 0 240792 0 0 0 ANN MARIE GREENLEAF CHIEF OF STAFF 228006 0 0 0 778 0 53199 0 28577 0 310560 0 0 0 DOUGLAS BRUM INTERNAL MEDICINE VET 259462 0 0 0 1160 0 64470 0 34727 0 359819 0 0 0 SUE A CASALE SURGEON 320077 0 0 0 526 0 9960 0 5765 0 336328 0 0 0 KRISTIN JOHNSTON SURGEON 233975 0 0 0 276 0 7058 0 15911 0 257220 0 0 0 ALLEN SISSON NEUROLOGIST 454503 0 0 0 2614 0 88610 0 13858 0 559585 0 0 0 NICHOLAS TROUT SURGEON 288048 0 0 0 718 0 41217 0 31927 0 361910 0 0 0 PART I, LINE 5 ANGELL ANIMAL MEDICAL CENTER IMPLEMENTED A NEW VARIABLE COMPENSATION PROGRAM BEGINNING JANUARY 1, 2012. THIS PROGRAM COMPENSATES CERTAIN VETERINARY STAFF WITH A BASE PAY AND A VARIABLE PORTION WHICH IS BASED ON EACH INDIVIDUAL'S REVENUE GENERATION AND COMPARISON TO SET GOALS. THE 5 HIGHEST COMPENSATED INDIVIDUALS LISTED ARE ALL VETERINARY STAFF AND WERE PART OF THIS COMPENSATION PLAN. PART I, LINE 7 BONUSES DETERMINED ON A DISCRETIONARY BASIS WERE GIVEN TO EMPLOYEES WITH 25 YEARS OF SERVICE TO THE ORGANIZATION AND TO EMPLOYEES BASED ON PERFORMANCE AND TAKING ON ADDITIONAL RESPONSIBILITIES. X 151 45351 FAIR MARKET VALUE X 17 1274259 FAIR MARKET VALUE X 1 665799 FAIR MARKET VALUE 0 0 0 1 PART I, LINE 32B: MSPCA HAS ENTERED INTO AN AGREEMENT WITH AUTOMOTIVE RECOVERY SERVCIES, INC. (ARS) TO OPERATE IT'S VEHICLE DONATION PROGRAM. ARS WILL ACT ON THE MSPCA'S BEHALF AND THAT ARS'S ACTIVITIES ARE COVERED BY THE AGREEMENT ARE SUBJECT TO THE MSPCA'S OVERSIGHT. ACCORDINGLY, MSPCA ACTIVELY MONITORS PROGRAM OPERATIONS AND HAS THE RIGHT TO REVIEW ALL CONTRACTS, ESTABLISH RULES OF CONDUCT,CHOOSE OR CHANGE PROGRAM OPERATORS, APPROVE OF OR CHANGE ALL ADVERTISING, AND EXAMINE THE PROGRAM'S BOOKS AND RECORDS. MSPCA WILL RECEIVE 70% OF NET PROCEEDS, AFTER TOWING, INTERNET ADVERTISING, ADMINISTRATION AND GENERAL SERVICES FEES ARE DEDUCTED. FORM 990, PART VI, SECTION A, LINE 4 THE BY-LAWS HAVE BEEN AMENDED TO CHANGE THE COMPOSITION OF THE VOTING MEMBERS TO 19 FROM 17. FORM 990, PART VI, SECTION A, LINE 6 THE MSPCA HAS MEMBERS DESIGNATED AS THE BOARD OF OVERSEERS. THE OVERSEERS SHALL HAVE ALL POWERS, RIGHTS AND PRIVILEGES AFFORDED TO "MEMBERS" OF A CORPORATION ORGANIZED UNDER CHAPTER 180 OF THE GENERAL LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, AS AMENDED, INCLUDING WITHOUT LIMITATION THE POWER TO ADOPT BY-LAWS PROVIDING FOR THE INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS OF THE SOCIETY. FORM 990, PART VI, SECTION A, LINE 7A THE BOARD OF OVERSEERS, WHICH ARE MEMBERS OF THE MSPCA, ELECT INDIVIDUALS TO SERVE ON THE BOARD OF DIRECTORS FOR THREE-YEAR TERMS AT THE ANNUAL MEETING OF OVERSEERS. FORM 990, PART VI, SECTION B, LINE 11 THE MSPCA FORM 990 IS PREPARED BY THE CONTROLLER AND REVIEWED BY AN INDEPENDENT ACCOUNTING FIRM. THE FORM IS THEN PRESENTED TO MANAGEMENT FOR THEIR REVIEW. THE FINAL DRAFT OF THE FORM 990 IS THEN PRESENTED TO THE AUDIT COMMITTEE. THE BOARD OF DIRECTORS ASSIGNED THE RESPONSIBILITY TO THE AUDIT COMMITTEE TO REVIEW AND TAKE ACTION REGARDING THE FILING OF THE FORM 990. ONCE THE AUDIT COMMITTEE APPROVES THE 990, IT IS PROVIDED TO THE BOARD OF DIRECTORS FOR REVIEW PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C ALL DIRECTORS, OFFICERS, AND KEY EMPLOYEES OF THE ORGANIZATION ARE SUBJECT TO AND MUST COMPLY WITH THE MSPCA CONFLICT OF INTEREST POLICY AND ACKNOWLEDGE THE SAME ON AN ANNUAL BASIS. PURSUANT TO THAT POLICY, DIRECTORS ARE REQUIRED TO DISCLOSE CONFLICTS TO THE CHAIRMAN OF THE BOARD OR THE APPROPRIATE BOARD COMMITTEE (E.G. A FINANCIAL CONFLICT WOULD BE ADDRESSED BY THE AUDIT AND RISK MANAGEMENT COMMITTEE) WHEN THEY BECOME AWARE OF A CONFLICT. IF THE CONFLICT INVOLVES AN OFFICER OR BOARD MEMBER, THAT INDIVIDUAL WOULD BE PROHIBITED FROM PARTICIPATING IN ANY VOTES OR DECISIONS REGARDING THE SITUATION. THE COMMITTEE WOULD THEN DETERMINE THE APPROPRIATE INVESTIGATION AND ACTION. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION FOR OFFICERS AND KEY EMPLOYEES IS REVIEWED ANNUALLY BY THE BOARD'S COMPENSATION COMMITTEE. AN INDEPENDENT CONSULTANT IS UTILIZED TO COMPARE MSPCA COMPENSATION WITH THE MARKET FOR SIMILAR POSITIONS. THOSE RESULTS AND ADDITIONAL EXECUTIVE COMPENSATION DATA ARE REVIEWED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS. THIS COMMITTEE PRESENTS RECOMMENDATIONS TO THE EXECUTIVE COMMITTEE FOR THEIR APPROVAL. THERE IS CONTEMPORANEOUS DOCUMENTED SUBSTANTIATION OF THE DELIBERATION AND DECISION. COMPENSATION IS DETERMINED BY INDEPENDENT PERSONS. FORM 990, PART VI, SECTION C, LINE 19 THE MSPCA WILL CONSIDER FURNISHING FINANCIAL STATEMENTS, POLICY, AND GOVERNING DOCUMENTS TO THE PUBLIC UPON REQUEST. ADDITIONALLY, THE FORM 990 AND AUDITED FINANCIAL STATEMENTS ARE AVAILABLE ON THE MASSACHUSETTS ATTORNEY GENERAL'S WEBSITE. FORM 990, PART XI, LINE 9: CHANGE IN FAIR VALUE OF OUTSIDE MANAGED TRUSTS -347,391. GAIN ON INTEREST RATE SWAP 138,787. CURRENT YEAR IMPACT OF CHANGE IN PENSION OBLIGATIONS -15,004,798. TRUSTS (4) BENEFIT THE MSPCA MA N/A 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0