Dallas Arboretum and Botanical

“A person shall become a voting member of the society by making a grant or donation to the society in such amount as may from time to time be determined by the board of directors. The duration of each membership in the society shall be one year, commencing as of the date of the society's receipt and acceptance of the prescribed payment or donation. The members shall be entitled to one vote on each matter submitted to the vote of the members and as expressly authorized by these bylaws or by resolution of the board of directors. Specifically, the members shall have the right: (a) to vote with respect to the election of directors in accordance with the procedures established from time to time by the board of directors and the nominating committee, and (b) to nominate candidates with respect to the election of directors at any meeting of members specifically called for such purpose, provided:(i)each such nomination is made by at least ten percent of all members of the society (who are in good standing at the time notice of such meeting is given) by means of written statement setting forth the name of each nominee and signed by all such members, with such written statement having been delivered to the president or secretary of the society at least five days prior to the date of such meeting; and (ii)each such nominee is present in person at such meeting and declares his or her willingness to serve as a director. Cumulative voting by members is hereby expressly prohibited at any annual or special meeting of members and in all instances.”

“Form 990 is prepared by smith and howard advisory, llc, with input from and consultations with the management of the arboretum. The final return is reviewed and approved by the arboretum's vice president of finance and distributed to the board of directors prior to filing.”

“Persons covered by the arboretum's conflict of interest policy will disclose to the chairman of the board of directors their interest that could give rise to conflicts of interest such as transactions or affiliations with business and other organizations or those of family members when they become aware of a potential conflict of interest. For each interest disclosed to the chairman of the board of directors, the chairman will determine whether to (a) take no action, (b) assure full disclosure to the board of directors and other individuals covered by this policy, (c) ask the person to recuse from participation in related discussions of decisions within the board, or (d) ask the person to resign from his or her position, or, if the person refuses to resign, become subject to possible removal in accordance with the arboretum's removal procedures. The arboretum's president will monitor proposals or ongoing transactions for conflicts of interest and disclose them to the chairman of the board of directors in order to deal with potential or actual conflicts, whether discovered before or after the transaction has occurred.”

“Compensation for the president is outlined in an employment contract which is negotiated and approved by the chairman of the board, executive compensation committee, and company counsel as necessary. All other key employee compensation is proposed by the president and approved by the executive compensation committee, which is comprised of the chairman of the board, the board treasurer, and the vice chairman to be included in the proposed annual budget. The annual budget is approved by the executive committee of the board. The last review was performed as of december 2020.”

“AVAILABLE UPON REQUEST”

“Change in beneficial interst in assets held by foundation: 4,443,898”

“Description:contract labor total fees:2415399”

“Description:professional fees total fees:1933346”