2014-05-12T07:58:22-05:00 2013-06-30 521392008 GELMAN ROSENBERG & FREEDMAN 4550 MONTGOMERY AVE SUITE 650N BETHESDA MD 208142930 990 2012-07-01 526065757 CHESAPEAKE BAY FOUNDATION INC CHES 4102688816 6 HERNDON AVENUE ANNAPOLIS MD 214034503 WILLIAM C BAKER 4102688816 2014-05-12 1 3019519090 2012 2015-11-30 17:44:51Z William C Baker 6 HERNDON AVENUE ANNAPOLIS MD 214034503 45269696 0 X WWW.CBF.ORG X 1966 MD The Chesapeake Bay Foundation's (CBF) mission is to Save the Bay. See Schedule O. 36 34 242 28817 2722379 2482181 30974164 26105266 1318649 1374776 3729920 4624835 257870 141076 36280603 32245953 498896 595247 0 0 12938374 13720425 158845 122648 2807030 10296013 9576440 23892128 24014760 12388475 8231193 89855112 99091011 11709117 10920609 78145995 88170402 X The Chesapeake Bay Foundation's (CBF) mission, simply stated, is to Save the Bay. See Schedule O for Continuation (page 53) 0 0 5966722 1032141 Education CBF provided over 30,000 students and teachers with field-based, hands-on education programs at 15 centers in VA, MD, PA, and DC; trained almost 400 teachers through 27 professional development immersion courses; engaged 49 principals in environmental leadership courses; and taught leadership skills to a select group of 80 students who were interested in taking action on behalf of the Bay.See Schedule O for Continuation (page 54) 10256682 595247 342635 Environmental Protection and Restoration (EPR) CBF's top program priorities in FY2013 were supporting and implementing the 2010 federal/state/local 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 54) 2995114 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 55) 19218518 1 1 0 1 0 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 1 0 0 0 0 0 0 0 1 138 0 1 242 1 1 1 1 VI CJ 0 0 0 1 1 0 0 0 0 X 36 34 1 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 William C Baker 40.00 X X 190961 0 31264 Simon Sidamon-Eristoff 1.00 X X 0 0 0 Jane P Batten 1.00 X X 0 0 0 Alan R Griffith 1.00 X X 0 0 0 James E Rogers 1.00 X X 0 0 0 S Decker Anstrom 1.00 X 0 0 0 Joanne S Berkley 1.00 X 0 0 0 W Russell G Byers Jr 1.00 X 0 0 0 D Keith Campbell 1.00 X 0 0 0 John T Casteen III 1.00 X 0 0 0 Thomas M Davis III 1.00 X 0 0 0 Amanda Deaver 1.00 X 0 0 0 Richard L Franyo 1.00 X 0 0 0 G Waddy Garrett 1.00 X 0 0 0 Lauren Gleason 1.00 X 0 0 0 Carolyn Groobey 1.00 X 0 0 0 Janet F Haas 1.00 X 0 0 0 Ann Fritz Hackett 1.00 X 0 0 0 Michael J Hanley 1.00 X 0 0 0 Anna Johnson 1.00 X 0 0 0 Robert A Kinsley 1.00 X 0 0 0 Burks B Lapham 1.00 X 0 0 0 Harry T Lester 1.00 X 0 0 0 Byron F Marchant 1.00 X 0 0 0 H Turney McKnight 1.00 X 0 0 0 Charles W Moorman 1.00 X 0 0 0 W Tayloe Murphy Jr 1.00 X 0 0 0 Arnold I Richman 1.00 X 0 0 0 Alexis G Sant 1.00 X 0 0 0 Truman T Semans 1.00 X 0 0 0 Anne B Shumadine 1.00 X 0 0 0 Jennifer Stanley 1.00 X 0 0 0 Rt Rev Eugene Taylor Sutton 1.00 X 0 0 0 Anthony A Williams 1.00 X 0 0 0 Susan P Wilmerding 1.00 X 0 0 0 Peter L Woicke 1.00 X 0 0 0 Alan L Wurtzel 1.00 X 0 0 0 Donald F Boesch PhD 1.00 X 0 0 0 Marie W Ridder 1.00 X 0 0 0 Matthew J Klein 1.00 X 0 0 0 Fay R Nance 40.00 X 151306 0 12943 Mary Tod Winchester 40.00 X 124061 0 23884 Charles D Foster Jr 40.00 X 101407 0 20668 Donald R Baugh 40.00 X 123830 0 28579 Elizabeth Buckman 40.00 X 127322 0 18960 Kimberly L Coble 40.00 X 133701 0 12139 Vollie D Melson 40.00 X 136490 0 6327 Jon A Mueller 40.00 X 141350 0 26635 1230428 0 181399 12 0 1 0 The Production Advantage Inc 13873 Park Center Rd Oak Hill VA 20171 Mass Production Printing 1246071 RCM International LLC PO Box 4715 Berkeley CA 94704 Construction 386793 SmithGroupJJR Inc 1700 New York Ave NW 100 Washington MD 20006 Construction 375398 Carol Enters List Co Inc PO Box 2409 Fairfax VA 22031 List Management & Brokerage 195326 Blackbaud 2000 Daniel Island Drive Charleston SC 294927541 Software Maintenance 187667 15 382519 175136 2294379 23253232 1888025 26105266 Tuition and Education 900099 1032141 1032141 Farm Income 900099 245111 245111 Contract Income 900099 84673 84673 Workshop Income 900099 9735 9735 Tour Income 900099 1176 1176 1940 1940 1374776 912876 18932 893944 31251 31251 132067 0 132067 132067 115942 16125 16645784 8373 12927160 15038 3718624 -6665 3711959 2587505 1124454 59303 175136 81545 -22242 -22242 32245953 1374776 2722379 2043532 X 595247 595247 1439162 624777 667666 146719 8559452 6746231 870331 942890 331346 261476 31974 37896 2652096 1983729 363587 304780 738369 551617 106767 79985 82702 59206 12856 10640 134257 134257 122648 122648 192739 192739 2152258 1899501 188283 64474 184951 167269 135 17547 3227451 2454961 95623 676867 408412 311154 60241 37017 215204 146339 68865 336521 326569 5907 4045 423872 385032 20215 18625 247841 155965 65540 26336 370239 264171 58037 48031 855766 731451 84169 40146 296058 252270 26985 16803 Repairs & Maintenance 279875 249408 27216 3251 Other 160826 119519 30646 10661 Federal and State UBIT 7468 7468 Allocation of G&A 0 932626 -1061430 128804 24014760 19218518 1989212 2807030 X 2625128 1880404 0 744724 8219 9719 8494985 13850657 15093537 16841072 1195942 771092 102900 92231 462566 704804 35992279 14012814 20640307 21979465 24855138 25332737 18939187 19452323 62331 56911 89855112 99091011 1511915 1436058 282467 385958 6620000 6195000 3294735 2903593 11709117 10920609 X 19136675 21786476 15236052 21913329 43773268 44470597 78145995 88170402 89855112 99091011 X 8231193 1423048 370166 X 0 1 X 1 1 1 X 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Interest Rate Swap Obligation 938039 Income taxes payable on sale of debt financed property 1043062 2903593 X 35804098 1423048 1907836 420000 3750884 32053214 192739 192739 32245953 25811402 1907836 81545 1989381 23822021 192739 192739 24014760 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, Line 2: For the years ended June 30, 2013 and 2012, the Foundation has documented its consideration of FASB ASC 740-10, Income Taxes, that provides guidance for reporting uncertainty in income taxes and has 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 2d - Other Adjustments: Special Event Expenses 81,545. Unrealized gain on interest rate swap 338,455. Part XII, Line 2d - Other Adjustments: Special Event Expenses 81,545. Central America and the Caribbean - 0 0 Investments 4752023 0 0 0 0 0 0 4752023 0 4752023 0 0 0 0 0 0 X X X X X X X 1 Avalon Consulting 2030 M St NW 700 Washington DC 20036 Membership Consulting 0 3972157 143298 3828859 Anne Lewis Strategies 901 New York Ave NW Suite 470 East Washington DC 20001 Digital Consulting 0 878444 71124 807320 Share Group 1717 K St NW 900 Washington DC 20036 Telemarketing 0 26022 11152 14870 Public Interest Communications 7700 Leesburg Pike Falls Church VA 22043 Telemarketing 0 15023 3115 11908 4891646 228689 4662957 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 BandInSand 232439 174136 58303 20396 19107 3400 38116 1 2000 1000 1000 526 234439 175136 59303 20396 19107 3400 38642 81545 -22242 Explanation of Fundraising Payments Schedule G, Part I, Line 2b, Column (v) The amount on Schedule G, Part I column (v) as it relates to Avalon Consulting, includes fundraising services as well as programmatic services provided to Chesapeake Bay Foundation. 1 Accomack County 23282 Courthouse Avenue PO Box 686 Accomac VA 23301 546001099 Government 25160 Provide Technical Assistance to Landowners Alliance for the Chesapeake Bay PO Box 1981 Richmond VA 23218 541080924 501(c)(3) 13033 Implement Agricultural Best Management Practices Bradford County Conservation District 200 Lake Rd Suite E Towanda PA 18848 232703892 Government 73635 Implement Agricultural Best Management Practices Center for Watershed Protection Inc 8390 Main Street 2nd Floor Ellicott City MD 21043 541644387 501(c)(3) 13038 Implement Agricultural Best Management Practices Chester County Conservation District 688 Unionville Road Kennett Square PA 19348 231703039 Government 5603 Implement Agricultural Best Management Practices DNDC-Applications Research & Training 87 Packers Falls Road Durham NH 03824 273429680 58320 Greenhouse Gas Project Eastern Shore Resource Conservation and Development Council 33446 Research Drive Painter VA 23420 541422494 25749 Implement Agricultural Best Management Practices Elizabeth River Project 475 Walter Street Suite 103 Portsmouth VA 23704 541663058 501(c)(3) 93209 MD & VA Reef Ball Expansion Environmental Defense Fund 1875 Connecticut Ave NW Suite 600 Washington DC 20009 116107128 501(c)(3) 28661 Greenhouse Gas Project Green Earth Connection 108 South Liberty Street Centreville MD 21617 352419777 9487 Provide Technical Assistance to Landowners Howard Soil Conservation District 708 Lisbon Center Drive Suite E Woodbine MD 21797 520988558 Government 6675 Implement Agricultural Best Management Practices LandStudies Inc 315 North Street Lititz PA 17543 232618961 34497 Implement Agricultural Best Management Practices Red Barn Consulting Inc 3050 Yellow Goose Road Lancaster PA 17601 412024936 98220 Implement Agricultural Best Management Practices Team AG Inc 120 Lake St Ephrata PA 17522 233102803 25113 Implement Agricultural Best Management Practices The Downstream Project PO Box 1000 Berryville VA 22611 260310939 501(c)(3) 22500 Implement Agricultural Best Management Practices Virginia Institute of Marine Science PO Box 1346 Gloucester Point VA 23062 546001802 6000 Facilitate environmental simulations Virginia Tech Cooperative Extension 1880 Pratt Drive Suite 2006 Blacksburg VA 24061 546001805 25782 Implement Agricultural Best Management Practices Whitescarver Natural Resources Mgmt 120 Trimbles Mill Road Swoope VA 24479 275233176 26666 Provide Technical Assistance to Landowners 9 9 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 X 0 0 0 0 0 0 0 1 0 William C Baker 190805 0 156 0 0 0 8004 0 23260 0 222225 0 0 0 Fay R Nance 151150 0 156 0 0 0 6273 0 6670 0 164249 0 0 0 Donald R Baugh 123674 0 156 0 0 0 5319 0 23260 0 152409 0 0 0 Jon A Mueller 141194 0 156 0 0 0 6195 0 20440 0 167985 0 0 0 Part I, Line 7 In addition to the bonuses that are reported on Schedule J, Part III, the following employees on Part VII of the 990 also received bonuses: Charles D. Foster, Jr. ($167) Elizabeth Buckman ($156) Kimberly L. Coble ($167) Mary Tod Winchester ($156) Vollie D. Melson (156) JMI Equity Fund IV LP Board of Trustees 144634 TrusteeWilliam C. Baker is a compensated CEO and member of CBF's Board of Trustees. Truman T. Semans (Vice Chairman of Brown Advisory, Inc.) is a non-compensated member of the CBF Board of Trustees. Both listed serve on the Board of Directors for Brown Advisory, Inc., 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 36744 TrusteeWilliam C. Baker is a compensated CEO and member of CBF's Board of Trustees. Truman T. Semans (Vice Chairman of Brown Advisory, Inc.) is a non-compensated member of the CBF Board of Trustees. Both listed serve on the Board of Directors for Brown Advisory, Inc. 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 1 1825 Fair market value X 361 Fair market value X 1 3399 Fair market value X 1 1850 Fair market value X 82 1873924 Fair market value X Pumpjack System 1 2455 Fair market value X Oyster Seeds 430000 2731 Fair market value X Portable Restroom Rental 1 1480 Fair market value 0 1 1 Method for Determining Number of Contributions: Part I, Column (b): The number of contributions received was reported in column B on part I. 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, MD; state offices in MD, VA, PA, and DC; 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 185 full-time employees. Program Service Statement Form 990, Part III, Line 4a Education, continued from page 2: CBF's systemic environmental literacy program, in 9 counties in MD and VA Beach City Public Schools in VA, offers comprehensive professional development for middle and high school teachers that will increase their capacity to provide environmental literacy instruction, promote environmental stewardship among their students, and develop innovative curricula for their districts. Program Service Statement Form 990, Part III, Line 4b Environmental Protection and Restoration (EPR), continued from page 2: CBF restoration programs planted 59.5 million oyster spat and over 256.9 acres of stream-side trees. In PA, CBF continued work with the agricultural community on water quality restoration, including an incentive program for Amish and Mennonite communities. We helped urban/suburban communities develop polluted runoff reduction plans, successfully supported legislation for local governments to adopt urban and suburban polluted runoff authorities, and restored funding for county conservation districts. In MD, CBF successfully pressed for legislation to reduce polluted runoff in the state's 10 most populous jurisdictions and advocated for strong runoff pollution permits. CBF also expanded the acreage of productive oyster bottom in sanctuaries protected from harvest and worked with partners to increase the number of oyster spat-on-shell planted on three-dimensional restoration reefs. In VA, CBF continued work on whole-community restoration projects in targeted watersheds on the Eastern Shore, in Richmond, and in the Shenandoah Valley. In the General Assembly, CBF worked to secure funding for the upgrade of wastewater treatment plants and for state grant funds to localities for polluted runoff improvement projects. Litigation CBF uses carefully chosen legal action as another tool for advancing the restoration and protection of the Chesapeake Bay and its tributaries. During FY13, 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: the Farm Bureau's legal challenge of the Chesapeake Clean Water Blueprint, litigation regarding the Sparrows Point steel mill, several state land use cases, a number of Clean Air Act matters, and legal issues concerning Clean Water Act permitting. Program Service Statement Form 990, Part III, Line 4c Communications, continued from page 2: CBF was quoted or named in 1,557 print, broadcast, and online news stories or 4.3 times per day. CBF researched, wrote, and released "Angling for Healthier Rivers: The Link Between Smallmouth Bass Mortality and Disease and the Need to Reduce Water Pollution in Chesapeake Bay Tributaries," and produced over 70 additional publications including the Save the Bay magazine, annual report, brochures, and informational materials. More than 360,000 unique individuals visited cbf.org, and over 36,000 advocacy messages were sent to key decision makers. CBF's bimonthly electronic newsletter was distributed to more than 120,000 e-members. CBF's Facebook audience increased by more than 40% to over 28,000 fans. CBF's Twitter following increased by more than 50% to over 9,600 followers. CBF's award-winning Bay Daily blog was visited more than 51,000 unique visitors. CBF's more than 28,000 volunteers donated over 61,000 hours. Using the Independent Sector scale, their value is greater than $1.3 million. Form 990, Part VI, Section A, line 2 William C. Baker and Truman T. Semans have a business relationship. 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 and key employee. Compensation related decisions are documented within the minutes. The committee will provide this information to the full board for approval. The President's last compensation review took place on May 22, 2013. 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. 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. Form 990, Part IX, Line 24b: During FY12, the organization accrued federal and state tax expenses, related to unrelated business income generated from the sale of its interest in a partnership. The total amount of tax expenses accrued for both federal and state taxes was $1,097,251. In FY13, $31,711 was recovered. Changes in Net Assets or Fund Balances: Form 990, Part XI, line 9: Unrealized gain on interest rate swap 338,455. Income recovery (tax) on sale of debt financed activity 31,711.