Maryland Zoological Society Inc

“Form 990, part vi, section a, line 2:jason st. John and eric orlinsky have a business relationship.”

“Form 990, part vi, section a, line 7a:the organization received operating grants from several governmental entities, including the state of maryland and city of baltimore, both of whom have assigned individuals to the board of trustees, pursuant to the by-laws of the organization. These trustees have the same voting rights as all other trustees and do not have any authority beyond their voting rights.”

“Form 990, part vi, section b, line 11b:the form is prepared internally and reviewed by the cfo, ceo and a third party accounting organization. A copy of the return is then reviewed and approved by the audit committee. Once approved by the audit committee, the form is electronically distributed to the full board prior to filing.”

“Form 990, part vi, section b, line 12c:interested persons include trustees, officers and key employees of the organization, or any entity controlled by any such person who has a direct or indirect financial interst. The organization conducts an annual conflict of interest questionnaire for anyone that is considered an interested person. The conflict of interest questionnaires are issued and maintained by the ceo and reviewed with the cfo and the controller. In addition to the questionnaire, any interested person is expected to promptly disclose to the board of directors the existence of a conflict of interest if it arises throughout the year. If a party discloses a conflict of interest with regard to a contemplated transaction with the zoo, the zoos executive committee (serving as the conflict of interest committee) evaluates multiple bids for the transaction to determine the most beneficial outcome for the zoo. Before deliberations, the interested party is asked to leave the meeting and is not permitted to participate in any way in the decision-making process. The executive committee then evaluates the bids and conducts a vote to choose the most beneficial bid. If the zoo is unable to secure any bids besides the bid to the interested party, the executive committee shall follow the additional processes outlined in its conflict of interest policy.”

“Form 990, part vi, section b, line 15a:the chair of the board and executive committee review the compensation of the ceo. Information is gathered from regional non-profit organizations and from the aza on ceo compensation. Notes from the board review meeting were acknowledged by one of the members who confirmed the deliberations and decision to maintain the ceos existing compensation. Other executives salary and key employees compensation is the decision of the ceo and cfo based on comparability data with review by the vp of human resources.in fy24, the organization applied a systemwide cost of living increase for which all salaried individuals received an incremental increase. The ceos position was included in the cost of living increase and was reviewed and approved by the chairman of the board.”

“Form 990, part vi, section c, line 19:the governing documents, conflict of interest policy and financial statements are available upon request.”

“Form 990, part iv, section a, line 1:the executive committee includes the chair, vice chair, secretary, treasurer, and the chairs of each of the standing committees. The executive committee shall exercise powers of the board of trustees in the intervals between the meetings of the board on matters that necessitate interim action. The actions of the executive committee shall not deviate from the agreed-on historic policies of the board.”