Detroit Zoological Society

“Form 990, Part VI, Section A, Line 6 - Paying Detroit Zoological Society members receive benefits including free admission to the Detroit Zoo, discounted admission to participating zoos and aquariums across the country, discounts for certain after hours events, and 10% discount in the gift shop. Primary classes of membership include the following: Individual, Family, Supporter, and Renaissance Circle. In addition to the benefits received by the paying members, the members also have certain voting rights. This includes the ability to attend the annual meeting and call special meetings. The annual meeting of the members is held on a date set by the Board of Directors in the second quarter of each year. Special meetings of the members may also be called by the Chairman of the Board, President, a majority of the Board of Directors or of the Executive Committee, or by not less than one-tenth of the members. At each meeting of the members of the Society, each member shall be entitled to cast one vote on each matter submitted for membership action; this vote may be by proxy executed in writing by the member of by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. No person may act as a proxy unless such person is a member of the Society. All privileges of membership (other than voting) are subject to such rules and regulations that may be adopted by a majority vote of the Board of Directors.”

“Form 990, Part VI, Section A, Line 7a - The Detroit Zoological Society Board governs, develops policies and strategy and oversees all Society operations and activities. The Governance and Nominating Committee shall be appointed by the Board Chairperson and ratified by the Board of Trustees. The Committee shall include the Board Chairperson, the Director/Chief Executive Officer and at least two other board members. The chairperson of the committee shall be a member of the Board of Trustees. The Governance and Nominating Committee will be responsible for 1. The recruitment, selection, nominating, orientation and evaluation of board members of the Detroit Zoological Society. 2. Maintaining an awareness of the needs of the board and/or its affiliate organizations for executive and board talents. 3. Plan board members' development, including recruitment, orientation, education, and evaluation of their effectiveness. 4. Identify and select candidates for committees of the board using criteria for board service as a guide. 5. Provide an orientation program conducted by management for new board members. 6. Periodically conduct an assessment to determine board educational needs. The Director/Chief Executive Officer will be responsible for researching and updating the committee on educational opportunities. 7. Conduct board self-evaluations. 8. Review the performance of board members prior to re-appointment. 9. Confirm compliance with the DZS conflict of interest policy. 10. Meet as needed.”

“Form 990, Part VI, Section A, Line 7b - See explanation for Form 990, Part VI, Line 7a.”

“Form 990, Part VI, Section B, Line 11b - A draft of the IRS Form 990 is prepared by the Detroit Zoological Society's finance department under the direction of the Chief Financial Officer. This draft is sent to an external audit firm where a review is performed by the tax team to ensure accuracy and completeness. After this review a draft is provided to the CEO and Audit Committee for review. The Audit Committee chair then informs the CEO and CFO that the Form can be made available to all board members (via the Executive Committee) and can be filed with the IRS on behalf of the organization. A board resolution is not required in order for the Form 990 to be filed. This final draft is filed with the IRS and state government agencies.”

“Form 990, Part VI, Section B, Line 12c - The Conflict of Interest Policy is distributed annually to key employees and board members. Key employees are required to read the policy and complete a questionnaire annually, which is maintained by the Human Resources department. Board members are given a copy at the annual board retreat, where they are asked to read the policy and complete the questionnaire and return it to the CEO's executive assistant. If a questionnaire is returned with a potential conflict, it is brought to the Board Chair and/or the CEO of the Society, who shall determine whether a conflict exists and is material. If the matters are material, the potential conflict would be brought to the attention of the Board. The Board Chair and/or the CEO, with the Board, will determine whether a contemplated transaction may be authorized as just, fair and reasonable to the Society. The decision of the Board Chair and/or the CEO of the Society on these matters will rest in their sole discretion, and their concern must be the welfare of the Society and the advancement of its purpose.”

“Form 990, Part VI, Section B, Line 15 - The Detroit Zoological Society uses the Association of Zoos and Aquariums (AZA) salary survey and engages an independent consultant to prepare a competitive salary analysis of non-union, salaried positions and develop salary structures and ranges for these positions. Job grades and salary ranges, including minimum, midpoint, and maximum, were established for each position. Upon determining a wage for a new hire, an individual's salary is set within the range considering the market value of the position (based on the role's primary responsibilities), individual characteristics (experience, performance, etc.) and internal value. Salary is not to be lower than the minimum established wage of the pay grade and range. If a new hire is to be brought in higher than the established midpoint wage of the pay grade and range, it must be approved by the head of Human Resources and another member of the Executive Leadership Team. A salary is not to exceed the established maximum wage of the pay grade and range. Salary guidelines and wages are reviewed by the CEO, CFO and VP of Human Resources. Executive compensation is reviewed and approved by the board Compensation Committee.”

“Form 990, Part VI, Section C, Line 19 - The financial statements, governing documents, and conflict of interest policy are available to the public upon written request.”

“Form 990, Part IX, Line 11g - Contracted/Construction Services = $15,620,600. General Labor = $3,272,877. Skilled Labor = $777,513. Professional Services = $3,571,147. Janitorial Services = $1,072,287. Service Fees = $596,855. Event Entertainment = $145,523.”