2014-10-21T16:39:44-05:00 2014-06-30 113518842 MARKS PANETH LLP 685 THIRD AVENUE NEW YORK NY 10017 990 2013-07-01 237148333 THE SCENIC HUDSON LAND TRUST INC SCEN 8454734440 ONE CIVIC CENTER PLAZA NO 200 POUGHKEEPSIE NY 12601 STEVEN ROSENBERG EXECUTIVE DIRECTOR 8454734440 2014-10-21 1 ROBERT R LYONS CPA P00227472 2125038800 2013 2015-11-30 17:44:51Z STEVEN ROSENBERG ONE CIVIC CENTER PLAZA NO 200 POUGHKEEPSIE NY 12601 28063432 0 X WWW.SCENICHUDSON.ORG X 1936 NY SCENIC HUDSON IS DEDICATED TO PROTECTING AND RESTORING THE HUDSON RIVER, ITS RIVERFRONT AND THE MAJESTIC VISTAS AND WORKING LANDSCAPES BEYOND AS AN IRREPLACEABLE NATIONAL TREASURE FOR AMERICA AND A VITAL RESOURCE FOR RESIDENTS AND VISITORS. 13 13 0 470 0 0 7315704 11646424 0 0 9221527 9047394 99903 23758 16637134 20717576 346233 111050 0 0 108333 108333 0 0 8821 19034073 8550564 19488639 8769947 -2851505 11947629 215576316 243166320 1596693 972701 213979623 242193619 SCENIC HUDSON IS DEDICATED TO PROTECTING AND RESTORING THE HUDSON RIVER, ITS RIVERFRONT, ITS VALLEYS AND THE MAJESTIC VISTAS AND WORKING LANDSCAPES BEYOND AS AN IRREPLACEABLE NATIONAL TREASURE FOR AMERICA AND A VITAL RESOURCE FOR RESIDENTS AND VISITORS. 0 0 7912935 111050 THE SCENIC HUDSON LAND TRUST, INC. PROTECTS LAND THAT IS OF ECOLOGICAL, SCENIC, HISTORIC, AGRICULTURAL OR RECREATIONAL SIGNIFICANCE. SERVICES INCLUDE CREATING PUBLIC ACCESS TO THE LAND, PROMOTING APPROPRIATE COMPATIBLE USE OF LAND, AND EDUCATING THE PUBLIC ABOUT THE LAND'S SIGNIFICANCE. 7912935 1 1 0 0 0 0 1 0 0 1 1 1 0 1 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 11 0 0 0 1 EI CJ 0 0 0 0 0 0 0 0 X 13 13 0 1 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 NY PA NJ X X JOSEPH KAZLAUSKAS 8454734440 ONE CIVIC CENTER PLAZA SUITE 200 POUGHKEEPSIE NY 12601 FREDERIC C RICH CHAIR 1.00 1.00 X X 0 0 0 SIMON ROOSEVELT VICE CHAIR 1.00 1.00 X X 0 0 0 JAMES CLARK TREASURER 1.00 1.00 X X 0 0 0 RUDOLPH RAUCH III SECRETARY 1.00 0.00 X X 0 0 0 EDWARD O SULLIVAN ASSISTANT SECRETARY 5.00 35.00 X X 0 361140 79608 ALEXANDER REESE DIRECTOR 1.00 1.00 X 0 0 0 DAVID H MORTIMER DIRECTOR 1.00 1.00 X 0 0 0 JAMES C GOODFELLOW 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 1.00 X 0 0 0 MARJORIE L HART DIRECTOR 1.00 1.00 X 0 0 0 W PATRICK MCMULLAN III DIRECTOR 1.00 1.00 X 0 0 0 WHEELOCK WHITNEY III DIRECTOR 1.00 1.00 X 0 0 0 DAWN WATSON DIRECTOR (FORMER) 1.00 0.00 X 0 0 0 GARY A GLYNN DIRECTOR (FORMER) 1.00 0.00 X 0 0 0 JULIA HARTE WIDDOWSON DIRECTOR (FORMER) 1.00 0.00 X 0 0 0 ROBERT P FREEMAN DIRECTOR (FORMER) 1.00 0.00 X 0 0 0 JOSEPH KAZLAUSKAS CHIEF FINANCE & OPERATIONS 7.00 38.00 X 0 234735 23013 STEVEN ROSENBERG EXECUTIVE DIRECTOR 30.00 18.00 X 0 241051 94934 ERIN RILEY VP - EXTERNAL RELATIONS 1.00 40.00 X 0 207215 26927 JAMES BURGESS DIR. OF COMMUNICATIONS 39.00 1.00 X 0 128922 9406 SETH MCKEE LAND CONSERVATION DIR. 39.00 1.00 X 0 110787 7714 0 1283850 241602 0 0 1 0 SCENIC HUDSON INC ONE CIVIC CENTER PLAZA SUITE 200 POUGHKEEPSIE NY 12601 SERVICE AGREEMENT 1629197 MEYER CONTRACTING CORP 17 CHARLES STREET PLEASANT VALLEY NY 12569 PARK CONSTRUCTION 973315 MAPLE LEAF ASSOCIATES INC PO BOX 518 MAHOPAC NY 10541 PARK CONSTRUCTION 410573 SILCHESTER INTERNATIONAL INVESTORS INC 780 THIRD AVENUE NEW YORK NY 10017 INVESTMENT MANAGER 286577 JACKSON DEMOLITION SERVICES 2754 AQUEDUCT ROAD SCHENECTADY NY 12309 PARK CONSTRUCTION 253490 6 8303120 1260429 2082875 11646424 3527672 3527672 16750 0 16750 16750 16750 12865578 7345856 5519722 5519722 5519722 MISCELLANEOUS 900099 7008 7008 7008 20717576 0 0 9071152 111050 111050 108333 108333 1660000 1651179 8821 24334 24334 58200 58200 679444 679444 130423 130423 9805 9805 100511 100511 CONSERVATION EASEMENTS 3465838 3465838 LAND PROJECT EXPENSES 2008231 2008231 LOSS ON SALE OF LAND 399051 399051 REMEDIATION EXPENSE 12513 12513 2214 2214 8769947 7912935 848191 8821 230477 831094 9079025 16446936 1637947 1109556 239881 457798 59441 39830 29416 19611 95077783 102056106 53732500 67377686 55549287 54867533 215576316 243166320 1251660 872701 345033 100000 1596693 972701 X 67910212 69324535 146069411 172869084 213979623 242193619 215576316 243166320 11947629 16266367 0 X X 0 1 X 1 1 1 X X X 0 0 0 SCENIC HUDSON INC 132898799 LINE 7 1 1 1 1660000 1 1660000 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED X X X X X 155 15429.00 2 0 2 1 1 2625.00 120577 144963741 0 24627056 6528000 163062797 132162012 123500 18795682 6117453 144963741 139813186 32500 -1577174 6106500 132162012 119334599 47200 27050581 6619194 139813186 109332888 18073 17078766 7095128 119334599 0.01000 0.99000 0 0 59441 39830 19611 19611 POOLED INVESTMENT FUNDS - EX U.S. COMMINGLED FUNDS 36535731 F POOLED INVESTMENT FUNDS - ALTERNATIVE INVESTMENT FUNDS 30841955 F 67377686 LAND AREAS 54844406 DUE FROM RELATED PARTY 23127 54867533 X PART II, LINE 3: CONSERVATION EASEMENT #1 - ASSIGNED TO THE HUDSON HIGHLANDS LAND TRUST IN SEPTEMBER OF 2013. CONSERVATION EASEMENT 2 AMENDED IN MAY OF 2014 TO: ENHANCE PROTECTION OF NATURAL RESOURCES; ENSURE EXISTING OPEN AREAS OF THE PROPERTY REMAIN OPEN FOR AGRICULTURAL USE; LIMIT FUTURE BUILDING BY REDUCING SIZE OF FARMSTEAD COMPLEX AND REDUCING AREA PERMITTED FOR IMPERVIOUS SURFACES OUTSIDE FARMSTEAD COMPLEX, AND ALLOW WOODED PORTION OF PROPERTY TO BE CONVEYED SUBJECT TO THE EASEMENT TO ADJOINING LANDOWNERS VIA LOT LINE ADJUSTMENT. PART II, LINE 5: 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: PURCHASED EASEMENTS ARE EXPENSED IN THE PERIOD ACQUIRED. DONATED CONSERVATION EASEMENTS ARE NOT RECORDED AS REVENUE OR EXPENSE BY THE ORGANIZATION, EXCEPT THOSE EASEMENTS DONATED BY THIRD PARTIES TO SATISFY THE REQUIREMENTS OF GOVERNMENTAL FUNDING AGENCIES. PART V, LINE 4: THE LILA ACHESON AND DEWITT WALLACE HUDSON VALLEY LAND PRESERVATION ENDOWMENT (THE "WALLACE ENDOWMENT") IS A TERM ENDOWMENT THAT SHALL CONTINUE TO BE USED FOR THE PURPOSES OF ACQUIRING AND HOLDING LAND IN THE HUDSON RIVER VALLEY IN ORDER TO PRESERVE AND PROTECT SUCH LAND FOR THE BENEFIT OF THE PUBLIC, AND SECONDARILY FOR OTHER PURPOSES THAT ARE IN FURTHERANCE OF THE CONSERVATION OF THE SCENIC BEAUTY, HISTORIC VALUES, AND RESOURCES OF THE HUDSON RIVER VALLEY. THE BOARD OF DIRECTORS HAS ALSO ESTABLISHED A BOARD DESIGNATED EASEMENT ENFORCEMENT FUND AS A RESERVE TO PAY LEGAL AND OTHER EASEMENT ENFORCEMENT AND MONITORING COSTS THAT MAY BE INCURRED TO DEFEND THE ORGANIZATION'S CONTRACTUAL RIGHTS AND PRIVILEGES ESTABLISHED THROUGH CONSERVATION EASEMENTS OWNED. PART X, LINE 2: INCOME TAXES - THE ORGANIZATION HAD NO UNCERTAIN TAX POSITIONS AS OF JUNE 30, 2014 AND 2013 IN ACCORDANCE WITH ACCOUNTING STANDARDS CODIFICATION ("ASC") TOPIC 740, "INCOME TAXES," WHICH PROVIDES STANDARDS FOR ESTABLISHING AND CLASSIFYING ANY TAX PROVISIONS FOR UNCERTAIN TAX POSITIONS. THE ORGANIZATION IS NO LONGER SUBJECT TO FEDERAL OR STATE AND LOCAL INCOME TAX EXAMINATIONS BY TAX AUTHORITIES FOR THE YEAR ENDED JUNE 30, 2011 AND PRIOR YEARS. CENTRAL AMERICA AND THE CARIBBEAN - 0 0 PASSIVE FOREIGN INVESTMENTS N/A 14170374 EUROPE (INCLUDING ICELAND & GREENLAND) - 0 0 PASSIVE FOREIGN INVESTMENTS N/A 3192000 0 0 0 0 0 0 17362374 0 17362374 1 0 0 0 0 0 1 TOWN OF LLOYD 12 CHURCH STREET HIGHLAND NY 12528 146002281 N/A 100000 N/A N/A HUDSON VALLEY RAIL TRAIL EXTENSION PROJECT LAND TRUST ALLIANCE INC 1660 L STREET NW SUITE 100 WASHINGTON DC 20036 042751357 501(C)(3) 10000 N/A N/A GENERAL SUPPORT FALL FESTIVAL NYC FOOD FORUM 2 0 PART I, LINE 2: PROJECTS ARE MONITORED BY SCENIC HUDSON STAFF. X X X X X 0 1 0 0 0 0 0 0 0 EDWARD O SULLIVAN ASSISTANT SECRETARY 0 292741 0 60000 0 8399 0 77800 0 1808 0 440748 0 0 JOSEPH KAZLAUSKAS CHIEF FINANCE & OPERATIONS 0 199735 0 35000 0 0 0 14084 0 8929 0 257748 0 0 STEVEN ROSENBERG EXECUTIVE DIRECTOR 0 206051 0 35000 0 0 0 73116 0 21818 0 335985 0 0 ERIN RILEY VP - EXTERNAL RELATIONS 0 172215 0 35000 0 0 0 12433 0 14494 0 234142 0 7891 PART I, LINE 4B SCENIC HUDSON, INC. AND EDWARD SULLIVAN ENTERED INTO A LONG-TERM EMPLOYMENT AGREEMENT UNDER IRC SECTION 457(F). THE TERMS OF THE AGREEMENT RUN THROUGH DECEMBER 31, 2014 AT WHICH TIME MR. SULLIVAN WILL COMPLETE HIS COMMITMENT AND RECEIVE A ONE-TIME LUMP SUM PAYMENT OF $500,000. SINCE MR. SULLIVAN ALSO PROVIDES ESSENTIAL SERVICES TO THE SCENIC HUDSON LAND TRUST, INC. (THE "LAND TRUST"), THE LAND TRUST HAS AGREED TO PROVIDE SCENIC HUDSON, INC. WITH FUNDS SUFFICIENT TO ENABLE SCENIC HUDSON, INC. TO MAKE PAYMENTS DUE UNDER THE PLAN. ACCORDINGLY, THE LAND TRUST WILL RECOGNIZE THIS OBLIGATION OVER THE TERM OF THE AGREEMENT. DURING THE YEAR ENDED JUNE 30, 2014, THE LAND TRUST RECOGNIZED $62,500 OF EXPENSE RELATED TO THIS AGREEMENT. DURING THE YEAR ENDED JUNE 30, 2010, SCENIC HUDSON, INC. AND STEVEN ROSENBERG ENTERED INTO A LONG-TERM EMPLOYMENT AGREEMENT UNDER IRC SECTION 457(F). THE TERMS OF THE AGREEMENT RUN THROUGH MAY 29, 2016 AT WHICH TIME MR. ROSENBERG WILL COMPLETE HIS COMMITMENT AND RECEIVE A ONE-TIME LUMP SUM PAYMENT OF $275,000. SINCE MR. ROSENBERG ALSO PROVIDES ESSENTIAL SERVICES TO THE SCENIC HUDSON LAND TRUST, INC. (THE "LAND TRUST"), THE LAND TRUST HAS AGREED TO PROVIDE SCENIC HUDSON, INC. WITH FUNDS SUFFICIENT TO ENABLE SCENIC HUDSON, INC. TO MAKE PAYMENTS DUE UNDER THE PLAN. ACCORDINGLY, THE LAND TRUST WILL RECOGNIZE THIS OBLIGATION OVER THE TERM OF THE AGREEMENT. DURING THE YEAR ENDED JUNE 30, 2014, THE LAND TRUST RECOGNIZED $45,833 OF EXPENSE RELATED TO THIS AGREEMENT. FORM 990, SCHEDULE J, PART I, LINE 3: THE ORGANIZATION RELIED ON SCENIC HUDSON, INC. A RELATED ORGANIZATION, THAT USED THE FOLLOWING TO DETERMINE THE TOP MANAGEMENT OFFICIAL'S COMPENSATION: 1) COMPENSATION COMMITTEE; 2) INDEPENDENT COMPENSATION CONSULTANT; 3) FORM 990 OF OTHER ORGANIZATIONS; 4) COMPENSATION SURVEY OR STUDY; AND 5) APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. FORM 990, PART VI, SECTION A, LINE 3 SCENIC HUDSON, INC. PROVIDES THE ORGANIZATION WITH THE SERVICES OF ITS EMPLOYEES, SPACE AND GENERAL ADMINISTRATIVE SUPPORT FOR WHICH THE ORGANIZATION PROVIDES PAYMENT TO SCENIC HUDSON, INC. FOR THE ACTUAL COST OF THE AGREED SERVICES ON A QUARTERLY BASIS. FORM 990, PART VI, SECTION A, LINE 4 IN JUNE 2014, THE BOARD AMENDED THE BY-LAWS TO CONFORM TO THE NEW YORK NON-PROFIT REVITALIZATION ACT ("NPRA") THAT WENT INTO EFFECT JULY 1, 2014. THE PRINCIPAL CHANGES CALLED FOR IN THE NPRA CAN BE CATEGORIZED INTO (1) INCREASES IN OVERSIGHT; (2) REINFORCEMENT OF GOOD PRACTICES; (3) CLARIFICATION OF AMBIGUITIES IN THE LAW; (4)MODERNIZATION; AND (5) STREAMLINING OF PROCEDURES. THE REVISIONS TO THE BYLAWS INCLUDED: OUTLINING INCREASED OVERSIGHT RESPONSIBILITIES FOR THE AUDIT COMMITTEE; PROHIBITING AN EMPLOYEE FROM SERVING AS BOARD CHAIR; PROHIBITING AN EMPLOYEE WHO RECEIVES COMPENSATION FROM PARTICIPATING IN ANY BOARD OR COMMITTEE DELIBERATION OR VOTE CONCERNING COMPENSATION; ELIMINATING THE NEED FOR A FIXED NUMBER OF BOARD MEMBERS; ALLOWING FOR EMAIL AND ELECTRONIC VIDEO COMMUNICATIONS; AND, CHANGING THE RULES FOR VOTES ON REAL PROPERTY TRANSACTIONS. FORM 990, PART VI, SECTION A, LINE 6 SCENIC HUDSON, INC. IS THE SOLE CORPORATE MEMBER OF THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7A THE TOTAL NUMBER 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 THE SOLE MEMBER (SCENIC HUDSON, INC.) AT THE ANNUAL MEETING. FORM 990, PART VI, SECTION A, LINE 7B THE FOLLOWING ACTIONS MAY BE TAKEN ONLY IF AUTHORIZED BY THE SOLE MEMBER (I) THE DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION; (II) A PLAN OF MERGER OR CONSOLIDATION OF THE CORPORATION; AND (III) A PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS OF THE CORPORATION. THE SOLE MEMBER SHALL HAVE THE EXCLUSIVE POWER TO AMEND THE CORPORATION'S CERTIFICATE OF INCORPORATION AND BYLAWS. FORM 990, PART VI, SECTION B, LINE 11 THE ORGANIZATION'S 990 IS REVIEWED BY THE AUDIT COMMITTEE AND DISCUSSED WITH THE FULL BOARD AT THE ANNUAL MEETING BEFORE THE RETURN IS FILED. PRINTED COPIES OF THE 990 ARE DISTRIBUTED TO THE FULL BOARD IN PREPARATION OF THE ANNUAL MEETING. COPIES OF THE 990 ARE AVAILABLE ON THE ORGANIZATION'S BOARD EXTRA-NET AND ON THE ORGANIZATION'S WEBSITE (WWW.SCENICHUDSON.ORG). FORM 990, PART VI, SECTION B, LINE 12C BOARD MEMBERS AND ALL STAFF ARE REQUIRED TO ANNUALLY REVIEW AND SIGN THE ORGANIZATION'S CONFLICT OF INTEREST POLICY. BOARD MEMBERS WHO MAY HAVE ANY REAL OR PERCEIVED CONFLICTS OF INTEREST ABSTAIN FROM DISCUSSION AND VOTING. CONFLICTS OF INTEREST INVOLVING STAFF SITUATIONS WHICH MAY ARISE (REAL OR PERCEIVED) ARE REVIEWED BY THE BOARD OF DIRECTORS. ISSUES INVOLVING EXECUTIVES ARE REVIEWED BY THE EXECUTIVE COMMITTEE OR FULL BOARD AND/OR LEGAL COUNSEL. FORM 990, PART VI, SECTION B, LINE 15 THE ORGANIZATION RELIED ON SCENIC HUDSON, INC., A RELATED ORGANIZATION, THAT DETERMINED THE EXECUTIVE COMPENSATION AS FOLLOW: EXECUTIVE COMPENSATION IS DETERMINED BY THE EXECUTIVE COMPENSATION COMMITTEE IN CONSULTATION WITH THE BOARD OF DIRECTORS. THIS COMMITTEE ENGAGES A THIRD PARTY COMPENSATION CONSULTANT WHO PROVIDES A MARKET ANALYSIS WITH RECOMMENDATIONS. THE COMMITTEE ALSO INCORPORATES FIRST HAND RESEARCH DATA ON COMPARABLE ORGANIZATIONS IN SCENIC HUDSON'S GEOGRAPHIC AREA IN THEIR RECOMMENDATIONS. FORM 990, PART VI, SECTION C, LINE 19 THE FOLLOWING CORPORATE GOVERNANCE DOCUMENTS ARE AVAILABLE TO THE PUBLIC ON THE ORGANIZATION'S WEBSITE (HTTP://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 XII, LINE 2C: THE PROCESS OF OVERSEEING THE AUDIT AND SELECTION OF INDEPENDENT ACCOUNTANT HAS NOT BEEN CHANGED FROM THE PRIOR YEAR. THE INDEPENDENT AUDITORS ARE APPOINTED BY THE BOARD BASED ON THE RECOMMENDATION OF THE AUDIT COMMITTEE. FORM 990, PART I, LINE 5 AND PART V, LINE 1A: CLARIFICATION RELATED TO NUMBER OF EMPLOYEES: THE ORGANIZATION HAS NO EMPLOYEES OF ITS OWN AS THE MANAGEMENT OF THE ORGANIZATION IS PROVIDED BY SCENIC HUDSON, INC. SCENIC HUDSON, INC. IS REIMBURSED FOR THE PAYROLL AND OPERATING COSTS PAID ON BEHALF OF THE ORGANIZATION. BEACON WATERFRONT LLC ONE CIVIC CENTER PLAZA SUITE 200 POUGHKEEPSIE NY 12601 261107386 LIMITED LIABILITY COMPANY NY 29 1593151 N/A HIGHLANDS BATTLESITE PROPERTIES LLC ONE CIVIC CENTER PLAZA SUITE 200 POUGHKEEPSIE NY 12601 020668682 LIMITED LIABILITY COMPANY NY 0 0 N/A SCENIC HUDSON INC ONE CIVIC CENTER PLAZA SUITE 200 POUGHKEEPSIE NY 12601 132898799 PROTECTING AND RESTORING THE HUDSON RIVER NY 501(C)(3) LINE 7 N/A 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 1 1 1 0 0 SCENIC HUDSON INC O 1660000 COST SCENIC HUDSON INC C 8303120 CASH PAYMENTS SCENIC HUDSON INC Q 1696880 CASH PAYMENTS