Massachusetts Audubon Society Inc.

“Mass audubon does not have any stockholders but it does have members. Membership is open to all individuals who share the mission of protecting the massachusetts environment and who pay the required membership dues. Basic membership costs in fy 2024 were $50 per year for an individual and $70 per year for a family. Mass audubon currently has approximately 160,000 members and supporters. In addition to lending their support to important environmental education, advocacy, land protection and wildlife conservation efforts, members receive free admission to all mass audubon wildlife sanctuaries, discounts to mass audubon programs, courses and gift shops, and a one-year subscription to the mass audubon newsletter (explore).”

“Mass audubon members are invited to the annual meeting of members (held in october or november of each year) to vote on the election of directors, the membership of the audit committee, and any other matters which properly come before the meeting.”

“Mass audubon members must approve any amendments or alterations to the by-laws and the articles of organization of mass audubon and any other business which may properly come before the annual meeting or any other meeting of the members duly called in accordance with the by-laws.”

“A copy of the form 990 was reviewed in detail by the mass audubon audit committee (a committee elected directly by the mass audubon membership each year at the annual meeting) and was also made available electronically to all mass audubon directors for review and comment prior to filing.”

“Mass audubon requires directors, officers, and key employees to complete a conflict of interest questionnaire every year. These individuals are instructed to review the mass audubon conflict of interest policy prior to completing the questionnaire. The completed forms are reviewed by the chair of the board of directors who reports to the executive committee. The questionnaire of the chair is reviewed by the treasurer who reports to the executive committee. The questionnaires are on file at the mass audubon headquarters in lincoln and are available for review by any interested director or officer. The board of directors and staff are also vigilant during the year for any conflicts of interest which may arise after completing the annual questionnaires. At the beginning of a board or board committee discussion of any issue in which a director, officer or employee, a close family member of a director, officer or employee, or another organization in which they hold a position of power may have an interest, the director, officer or employee is required to disclose that interest and abstain from voting. The director, officer or employee is also required to leave the room while the discussion of this issue and the voting is taking place.”

“The process and policy for determining compensation for key executives at mass audubon is as follows: the policy of mass audubon is to attract and retain key executive talent by providing a competitive total compensation package. In determining competitiveness, mass audubon looks primarily to compensation offered by other local non-profit organizations that are similar in size and also takes into account any special circumstances affecting mass audubon. The policy also supports providing appropriate key executive pay-for-performance earning opportunities for achieving challenging, pre-established goals consistent with the mission, tax-exempt purpose, and financial resources of mass audubon. The executive committee of the board of directors recommends to the board of directors for its action the cash and non-cash compensation policies, programs and amounts of compensation, as well as major changes in mass audubon's benefits plans, applicable to key executives of mass audubon as well as to any individual/organization that otherwise meets the definition of "disqualified person" in the internal revenue code. "key executive" is defined as president, vice president for operations, vice president for wildlife sanctuaries and programs, vice president for philanthropy, vice president for marketing and communications, and any other executive earning over $100,000 per year. "disqualified person" includes for purposes of this policy anyone on the board of directors and may, in specified circumstances, be deemed to include members of the mass audubon council. The term is further deemed to include any other mass audubon employee earning more than $100,000 per year. The executive committee will: ensure that no part of mass audubon's net earnings inure to the private benefit of any individual and that any payment of benefits or personal expenses to or for the benefit of select individuals and other transactions potentially benefiting any such individuals are analyzed and carefully approved as compensation for services to mass audubon with the benefits to the individuals clearly measured and considered by the executive committee. Establish and review mass audubon's overall executive compensation policy to ensure that the policy continues to support mass audubon's mission and purpose, attracts and retains key executives, and provides competitive total compensation opportunities at reasonable cost. Act on behalf of the board of directors in setting executive total compensation policy, compensation plans, benefit plans and executive contracts for key administrators, and developing recommendations for the board of directors with respect to the total compensation of mass audubon's key executives and of any disqualified persons. The executive committee is responsible for a thorough and disinterested review of appropriate total compensation for key executives. The committee will: assess the nature and scope of each executive's position under review by the committee. Assess the basis by which compensation was paid to the key executive in each covered position, as for example, exceptional performance, additional duties, or the unique background experiences, personal skills, special abilities, and business challenges facing mass audubon that require use of these skills and attributes. Obtain appropriate and comparable compensation market data, such as data on the following: - similarly situated organizations for functionally comparable positions; - geographic differentials which reflect the cost of labor in the greater boston area; - the availability of similar specialties in the geographic area; - independent compensation surveys; - irs form 990 compensation information for functionally comparable positions; - actual written offers from similar organizations competing for the services of the employee. The executive committee shall document the basis for its determination of the reasonable compensation for those key executives under its review including”

“Mass audubon makes its governing documents, conflict of interest policy, whistleblower policy, records retention policy, federal tax returns, and audited financial statements available to the public on its web site (www.massaudubon.org) as well as upon request.”

“Changes in split interest agreements 249,582.”