Monterey Bay Aquarium Support Services

“Form 990, Part I, Line 1 and Form 990, Part III, Line 1: The specific purpose of Monterey Bay Aquarium Support Services ("MBASS") is to support and benefit the Monterey Bay Aquarium Foundation ("the Aquarium"), a California non-profit public benefit corporation.”

“Form 990, Part IV, Section A, Line 5: During the tax year, MBASS amended its Bylaws to be more similar and consistent with the Aquarium's Bylaws. The significant changes to the bylaws included: (i) stating that the Aquarium shall be the sole statutory member of MBASS, (ii) outlining the powers of the sole statutory member (including the appointment/removal of all directors and the approval of all borrowing, mergers, substantial disposition of assets, and sale of assets other than in the ordinary course of business), and (iii) extending the terms of Directors from 1-year terms to terms of up to 4 years.”

“Form 990, Part VI, Section A, Line 6: The organization's sole member is The Monterey Bay Aquarium Foundation.”

“Form 990, Part VI, Section A, Line 7a: The organization's sole member, The Monterey Bay Aquarium Foundation, has the power to elect all of the Directors of MBASS, and, without cause or explanation, may cancel the election of any person as a Director, or may remove any Director of the corporation.”

“Form 990, Part VI, Section A, Line 7b: The organization's sole member: (i) has the power to approve any adoption, amendment, restatement, revision or deletion of the Article of Incorporation or Bylaws, (ii) approve any merger, substantial disposition of assets, or sale of assets, other than in the ordinary course of business, and (iii) approve any proposed actions to borrow money or incur indebtedness, other than trade payable entered into in the ordinary course of business.”

“Form 990, Part VI, Section B, Line 11b: The Aquarium's Controller provides all information needed for the Form 990 to Grant Thornton LLP based on audited consolidated financial statements. Grant Thornton prepares and reviews the Form 990, which is then reviewed by the MBASS CFO. A final draft is provided to the MBASS Board of Directors prior to filing.”

“Form 990, Part VI, Section B, Line 12c: MBASS is subject to the conflict of interest policies and procedures of the supported organization, Monterey Bay Aquarium Foundation ("the Aquarium"). Conflict of Interest Policy -- The Aquarium's Executive Director's office assures that all disclosures forms (and mitigation plans, if applicable) have been received by January 31 of each year from all board members and officers, prepares a summary of disclosures, and forwards the completed forms and the summary to the Aquarium's Conflicts Review Panel, consisting of the Aquarium's Executive Director, Legal Counsel, VP of Human Resources, and Chief Financial Officer ("CFO"). Board members and officers also acknowledge receipt and understanding of the Conflict of Interest Policy in conjunction with providing the annual disclosures. Following review by the Panel, the Panel's findings and the disclosures are provided to the Aquarium Board's Audit Committee, which reviews the disclosures and makes a report to the Aquarium Board at its March Board meeting. Both the Panel and the Audit Committee annually evaluate the effectiveness of the process. The MBASS CFO assures appropriate reporting to the external auditors and tax filings preparer. Board members and officers have a continuing duty to make additional disclosures throughout the year if warranted.”

“Form 990, Part VI, Section B, Line 15: MBASS does not have employees. All officers of the organization are compensated by a related party, the Aquarium. The Aquarium's process for determining the compensation of the President, CFO, and Secretary is as follows: Compensation consultants were engaged to conduct a review of all senior staff positions. A custom survey was conducted which included 20 comparable organizations. Market data was gathered and analyzed by a national compensation consulting firm. Results were reviewed by Executive Compensation Committee and were used by the Committee to formally review and confirm that their compensation is appropriate. The review was contemporaneously documented in the Committee minutes.”

“Form 990, Part VI, Section C, Line 19: MBASS makes its consolidated (with the Aquarium) audited financial statements for the most recent three years available to the public by posting on the Aquarium's website. The Form 990, conflict of interest policy, and governing documents are provided upon request.”

“Form 990, Part XII, Line 2c: MBASS responded "No" to this question because the Aquarium's audit committee has responsibility for oversight of the audit of the consolidated financial statements and the selection of an independent accountant.”

“Description:property management total fees:160669”

“Description:parking garage management total fees:155372”

“Description:security services total fees:21551”

“Description:repairs & maintenance services total fees:210086”

“Description:other services total fees:4534”