Ceres Inc.

“The bylaws were amended to make changes to ceres' composition, qualifications and term of service of the voting members of the board of directors.”

“Our accounting and auditing firm sends the organization a questionnaire to fill out for preparing the form 990. This questionnaire is prepared and reviewed by the finance team. Then, our accounting and auditing firm prepares the draft 990, with the information gathered in the questionnaire provided by the finance team, and sends a draft to the organization. The finance team reviews this draft and emails to the full board for its review prior to its filing. Afterwards the 990 is filed.”

“The organization has a written conflict of interest policy. As part of the board training, when joining the ceres board, the new board member is provided with the ceres board policies which contain the written conflict of interest policy. In this package is included the form "conflict of interest statement (cis)" where they are required to disclose any conflict of interest that may exist with the organization. Once a year, the board members complete this cis form to fill out. Also, as part of the governance compliance the board members are required to inform to the board chair and vice chair of ceres of any material change that develops during the year in the information contained in the foregoing statement.”

“The executive committee of the board annually reviews and approves the ceo's compensation. The committee gathers data from salary surveys and studies from comparable sized nonprofits. The committee then decides on the appropriate compensation level for the coming year and any bonus warranted for the prior year. This is then conveyed with a recommendation to the full board in an executive session and the vote taken to approve the recommended compensation and bonus. Notes of the deliberations and decisions reached regarding ceo compensation are kept by the senior director of human resources, who attends all such meetings. The ceo is responsible for assessing the appropriate levels of other key employees. Compensation is based on performance, level of responsibility, cost of living factor, and the nonprofit market in boston and other locations ceres has staff through a review of 990's, and salary surveys and studies. The ceo provides the executive committee of the board a summary of data gathered and proposed salaries for officers and key employees (executive vice president and cheif program officer, cfo and chief development officer.) the executive committee advises the ceo if they have concerns about any of the proposed salary levels.”

“The form 990, audited financial statements and annual report are available at http://www.ceres.org/about-us/financials. The organization provides copies of its financial statements and governing documents upon request. Ceres' form 990 is also available via guidestar, and the massachusetts attorney general's website.”

“The irs requires compensation to be reported for the calendar year ending with or within the organization's fiscal year, therefore the compensation data shown on form 990, part vii is for calendar year 2018, which is drawn from 2018 w-2s.”

“Ceres, inc. Is not reporting unrelated business gross income on its form 990-t for the fiscal year ending october 31, 2019. Due to the repeal of section 512(a)(7), ceres, inc. Does not have unrelated business income from amounts paid for disallowed fringes. The fiscal year ending october 31, 2018 form 990-t has been amended and refunds will be claimed for taxes paid for any fiscal years affected by the repeal of section 512(a)(7).”