Cleveland Zoological Society

“Summary of proposed changes to code of regulations/bylaws: section 2.4: clarifying that that being elected to officer creates a term of office that supersedes the term limits of director section 3.4: adding committee chairs and immediate past chair to executive committee section 3.5: changing name of engagement committee (formerly the advancement committee); adding new standing committees; and removing capital funding committee section 4.1: clarifying the process by which directors are nominated for an officer role section 4.2: stating chair may extend officer terms section 4.4: clarifying the process for choosing a board chair”

“The form 990 is reviewed by the audit committee, as well as the ceo, prior to being filed with the irs and the board is notified and provided with an electronic copy of the report prior to filing.”

“Each director is required to sign the organization's conflict of interest statement annually. If and when potential conflict arises, the director is expected to excuse themself from any discussions, decisions or votes. There is no history of required enforcement of the policy.”

“The human resources committee, a standing board committee, reviews and approves the salary and incentive awards for the ceo and members of the management team to ensure reasonable compensation and to operate in compliance with irs intermediate sanctions guidelines. The human resources committee uses nonprofit industry surveys for comparability data, including the association of fundraising professionals, ohio association of nonprofit organizations, and the association of zoos and aquariums; and surveys the full board of directors for the purpose of evaluating the ceo's performance. The human resources committee additionally serves as a resource for the ceo in payroll planning for the entire staff, per a tiered system established to assist in attracting and retaining high-quality employees. The cleveland zoological society budget is recommended for approval by the finance committee to the executive committee or to the full board.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“Change in value of split-interest agreements 22,795. Provision for bad debts -98,124. Asc 606 effects 56,672.”

“The audit committee meets with the independent audit firm and zoo society management in the fall of each year to review any major new accounting pronouncements and regulatory changes and to plans for the upcoming audit. Fieldwork is scheduled at that time. Once fieldwork is complete, a draft report is circulated to the audit committee prior to the audit committee meeting. At said meeting, the audit firm reviews the report, the audit committee votes to accept the report, then staff is excused, followed by the audit firm. After the final audit report is issued, it is circulated to the board of directors. The audit committee reports on the audit process and outcomes at the next regularly scheduled executive comittee or full board meeting, including voting to accept the audit report and required communications and to accept the report of the audit committee into the records of the corporation. In addition to review of the prior year irs 990 prior to filing, the audit committee decides whether or not to retain the firm for the next cycle at the second annual audit committee meeting.”