Bay Area Discovery Museum

“The board of trustees of the museum approves all actions of its committees.”

“The finance committee of the board of trustees of the museum receives and reviews form 990.”

“To ensure the museum operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: (a) whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arms-length bargaining (b) whether partnerships, joint ventures and arrangements with management organizations conform to the written policies of the museum, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction and whether the governing documents and policies and procedures of the museum are compliant with current laws.”

“Compensation approval policies. A voting member of the board who receives compensation, directly or indirectly, from the museum for services is precluded from voting on matters pertaining to that members compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the museum for services is precluded from voting on matters pertaining to that members compensation. No voting member of the board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the museum, either individually or collectively, is prohibited from providing information to any committee regarding compensation. When approving compensation for trustees, officers and employees, contractors and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures: (a) the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation. (b) all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in irs regulation section 53.4958-6(c)(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a disqualified person (as defined in section 4958(f)(1) of the internal revenue code and as amplified by section 53.4958-3 of the irs regulations): (1) is not the person who is the subject of compensation arrangement, or a family member of such person (2) is not in an employment relationship subject to the direction or control of the person who is the subject of compensation arrangement (3) does not receive compensation or other payments subject to approval by the person who is the subject of compensation arrangement (4) has no material financial interest affected by the compensation arrangement and (5) does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member. (c) the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following: (1) compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. Similarly situated organizations are those of a similar size and purpose and with similar resources (2) the availability of similar services in the geographic area of this organization (3) current compensation surveys compiled by independent firms and (4) actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement. As allowed by irs regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services. (d) the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include: (1) the terms of the compensation arrangement and the date it was approved (2) the members of the board or compensation committee who were present during debate on the transaction”

“The museum makes it financial statements available to the public as part of its annual report, which is available from the website of the museum or upon written request. The museum makes its governing documents and conflict of interest policy available to the public upon written request.”