Naples Zoo Inc

“The executive committee is made up of the officers of the board of directors and may include two additional voting members appointed by the president. The committee acts for, and on behalf of, the board of directors when the board is not in session. Any actions made by this committee on behalf of the board are promptly reported to the board at the next general meeting.”

“A draft copy of the form 990 is received by the cfo and sent to the audit committee, as well as the president/ceo, for review. The committee reviews the form and resolves any questions or concerns. Once the cfo, president/ceo and audit committee are in agreement on the final draft, the form 990 is then submitted to the full board for final approval. Once the approval is granted, the return will be filed.”

“Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest is an interested person. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the board or governance committee. Any director may recuse himself or herself at any time from involvement in any decision or discussion in which the director believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or governance committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or governance committee members shall decide if a conflict of interest exists. An interested person may make a presentation at the board or governance committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the board or governance committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board or governance committee shall determine whether naples zoo can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board or governance committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in naples zoo's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement. Annually the board discloses any potential conflicts and completes a new conflict of interest form. During the year, the board members are asked to disclose any conflicts.”

“Line 15a: annually the board of directors reviews the compensation of ceo, and also reviews comparable salaries of other organizations including the aza and local employers to determine the compensation levels. The board president follows a written evaluation form for the ceo. This is reviewed by the executive committee and approved by the board. This process was last completed in 2023. Line 15b: annually the ceo, hr and the board review the compensation of top management, and also review comparable salaries of other organizations including the aza and local employers to determine the compensation levels. The ceo follows a written evaluation form for all top management positions. The process described here was last completed in 2023.”

“The organization's governing documents, conflict of interest policy, and financial statements are maintained at the organization's office and are made available upon request. In addition, the form 990 and audited financial statments are made available on the organization's website.”

“Split interest agreement 1,289,532.”