Intrepid Museum Foundation Inc.

“Kenneth fisher, steven fisher and winston fisher, all members of the board of trustees of the museum, are family members.”

“The form 990 was prepared by the museum's outside accounting firm with information provided by the museum's staff. Management reviewed the form and provided additional comments. A draft copy was distributed to the audit committee via e-mail. The committee members are given an opportunity to review the form and ask for additional information or make comments prior to finalization. The final form 990 is submitted to the audit committee for their final review and approval via e-mail prior to the filing date. Once approved, the form 990 was sent via e-mail by the chairman of the audit committee to members of the board of trustees for their review. The board of trustees is required to acknowledge their receipt of the form by email. The form 990 is then signed by management and filed with the irs.”

“The board of trustees (the "board") is the governance authority for the intrepid museum founation (the "museum") and its members have a fiduciary obligation to act in the best interest of the museum without regard to their personal interests. The board provides guidance and oversight for the development and implementation of the museum's policies and programs to see that museum activities are conducted and resources are utilized in support of the museum's mission, in accordance with professional standards and practices. Trustees must exercise due diligence and good faith in carrying out their duties on behalf of the museum, and should refrain from taking any action that might conflict, or appear to conflict, with the interests of the museum. This code of conduct and ethics (this "code") is intended to provide guidance to trustees to help them with their responsibilities, recognize and deal with ethical and compliance issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability. Each trustee must comply with the letter and spirit of this code. This code is intended to supplement but not replace any applicable state or federal laws governing ethical conduct or conflicts of interest applicable to non-profit organizations. No code or policy can anticipate every situation that may arise. Accordingly, this code is intended to serve as a source of guiding principles for trustees. Trustees are encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of this code to the attention of the chairman of the audit & compliance committee, who may consult with legal counsel as appropriate. 1. Trustee responsibilities. The responsibilities of the board and trustees are set forth in the intrepid museum foundation board of trustees position description, which is updated from time to time. The board of trustees is the governance authority for the museum and has the authority and responsibility for overseeing that museum resources, programs and activities support the museum's mission. The board is responsible for reviewing and monitoring the strategic direction of the museum, providing guidance on and oversight of policies and operations and seeing that museum resources are responsibly and prudently managed in compliance with legal and ethical requirements. Trustees are required by law to adhere to a duty of care and duty of loyalty in carrying out the responsibilities of the board. A trustee's duty of care refers to the responsibility to exercise appropriate diligence in overseeing the management, business and affairs of the museum, making decisions and taking other actions. In meeting the duty of care, trustees are expected to: a. Attend and participate in board and committee meetings. Participation (whether in person or by remote communication) is required. Trustees may not vote or participate by proxy. B. Remain properly informed about the foundation's business and affairs. Trustees should review and devote appropriate time to studying board materials. C. Rely on others. Absent knowledge that makes reliance unwarranted, trustees may rely on board committees, management, employees, and professional advisors. D. Make inquiries. Trustees should make inquiries about potential problems that come to their attention and follow up until they are reasonably satisfied that management is addressing these problems appropriately. A trustee's duty of loyalty refers to the responsibility to act in the museum's best interests consistent with its mission, not the interests of the trustee, a family member or an organization with which the trustee is affiliated. Trustees must also act in good faith. Trustees should not use their positions for personal gain. The duty of loyalty may be relevant in cases of conflict of interest (section 2 below) and corporate opportunities (section 3 below). 2. Conflicts of interest. Trustees should try to avoid taking any action”

“The executive committee and the board, via the budget presentation and approval process, are responsible for approving the hiring compensation and annual evaluations for salary increases. The committee studies market compensation and competitiveness, analyzing both economic climate, current budget restrictions if hire is within a budget cycle, competitive data at similar institutions in metropolitan locations beginning with nyc (comparing budget size, position responsibility, number of subordinates to be managed, etc), position within non-profit world and for profit world. They also use current survey data for comparative analysis from various applicable sources in the museum field, such as american association of museums, museum association of ny, as well as a salary survey from pnp (professionals for non-profits) and comparative salary information from the new york cultural institutions human resources group, and data available for the fields applicable to the position, e.g. Accounting, operations, education. At most senior levels, president discusses requirements and proposed salary range with the compensation committee. For president, the co-chairmen of the board would be involved in the decision-making process and discuss requirements and salary ranges with members of the compensation and executive committees including the chairman of the finance committee. To establish salary increases and bonuses, the president assesses performance of direct reports, and president's performance is assessed by co-chairman. At the end of the fiscal year, all staff undergo performance reviews. Senior management performance is evaluated based on goals set for each department, management of respective teams, and success of overall venue (success measured through revenue, brand awareness, and customer satisfaction, growth of programming and content, growth in attendance, integrity and upkeep of safe infrastructure). Based on those assessments, the president recommends bonuses for senior management to the compensation committee based on achievements and budget availability. The president presents recommendations to co-chairman of the board who then discusses the president's recommendations with members of the compensation committee, which includes the chairman of the finance committee. If the compensation committee has any questions or recommendations, the president addresses them and make any revisions necessary. If bonus and salary increases are approved by the compensation committee, the co-chairman advises the president, and the proper documentation is prepared and submitted to finance and the bonuses are paid and the increases are implemented.”

“The museum makes its form 990 available for public inspection as required under section 6104 of the internal revenue code by having the 990 posted on guidestar.org as well as the intrepid website. In addition, forms 990 and 1023 as well as the conflict of interest policy, articles of incorporation, by-laws and financial statements are available to the public upon written request of the museum at one intrepid square (w. 46 st. & 12th ave.), new york, ny 10036.”

“The museum makes its financial statements and certain of its corporate documents regarding its 501(c)(3) status available to the public on its website. The museum makes certain of its governing documents and its conflict of interest are available to the public on request.”

“Form 990, part i, line 1, most significant activities: the intrepid sea, air & space museum, located in new york city on the hudson river, was founded in 1982 with the acquisition of the uss intrepid, a national historic landmark. As an educational and cultural nonprofit institution, dedicated to the preservation and understanding of history, science and technology, the museum presents exhibitions and interpretations of individual contributions, acts of integrity and heroism, community service, historical events and scientific and technological advancements through the lens of the intrepid and its artifacts, utilizing its collections, exhibitions and programming. The museum is committed to providing a paramount visitor experience and to educating and inspiring its global audience through a dynamic and innovative environment focused on learning and enjoyment. The intrepid museum also includes the space shuttle pavilion, home to enterprise, the world's first space shuttle orbiter that paved the way for america's successful space shuttle program. Also on display are more than two dozen authentically restored aircraft, including the lockheed a-12 blackbird, the world's fastest military jet, and the british airways concorde, the fastest commercial aircraft to cross the atlantic ocean. Additional museum assets include the cold war era submarine growler; the exploreum interactive hall, a fully interactive and hands-on exhibition space; an 18,000 sq. Ft. Education center; and pier 86, a publicly accessible pier that is part of the hudson river park.”

“In fy 2014 the intrepid museum's group sales offerings included a variety of programs for many different group types. These programs were aligned with our mission and offered our guests the opportunity to explore and learn in an informal setting. During fy 2014 the museum offered specialized children's birthday parties with themes of sea, air and space, consistent with our exhibitions. We hosted 172 birthday parties attended by over 5,800 guests aboard intrepid. The museum welcomed 125 performance groups comprising 8,200 people who performed on our flight deck and pier. The performance groups were mainly youth orchestras, bands, choirs, or dance groups that have the opportunity to perform onboard for free as a part of their group admission, giving them the opportunity to honor and inspire by sharing their performances with museum guests. Our overnight program, operation slumber, successfully completed 22 overnights involving over 5,100 children and their parents and chaperones. We held four (4) scout days during fy 2014 and hosted over 1000 scouts and their leaders from 112 scout groups. The museum also hosted commissioning ceremonies on board and offered complimentary admission to active members of the military and their families to celebrate a military enlistment or promotion, as well as retirement ceremonies. In fy 2014 we hosted 10 commissioning ceremonies with 540 guests attending as well as 9 groups of active military guests coming for general visits. Groups visiting the museum are varied and have included visually impaired groups, hearing impaired groups and groups with learning disabilities and physical disabilities as well as families affected by autism.”

“The museum has an audit & compliance committee consisting of at least 3 trustees, each of whom are independent trustees, as determined by the board. The audit & compliance committee: 1. Assists the board in fulfilling its oversight responsibility with respect to audit policies, system of internal controls and risk oversight of the museum 2. Appoints and manages the outside auditor and internal auditor engagements 3. Oversees compliance with applicable policies, laws, and regulations. This process has not changed from the prior year.”

“As a result of a federal award, the museum will undergo the required a-133 beginning on november 20, 2014. The audit report is due in january 2015.”