Point Reyes Bird Observatory DBA Point Blue Conservation Science

“Point blue members annually contribute $50 or more in membership dues, entailing them to annual voting rights as well as other engagement benefits.”

“Point blue bylaws provide the following rights to its members: section iii a - right to vote: members in good standing shall have the right to vote, as set forth in these bylaws, on the election of directors, the disposition of all or substantially all of the assets of the corporation and any other matters submitted to a vote of members. Section iii f1- annual meeting: an annual meeting of its members shall be held on such date, at such time and place and on such notice as the board of directors shall determine. At such meeting directors shall be elected as provided in these bylaws and such other proper business as may come before the meeting shall be transacted.”

“A - membership, a right to vote: members in good standing shall have the right to vote, set forth in these bylaws, on the election of directors, the disposition of all or substantially all of the assets of the corporation, any merger and its principal terms or any amendment of those terms, any election to dissolve the corporation and on any other matter which these bylaws require to be submitted to a vote of members. B - dues and fees: each member must pay, within the time and on the conditions set by the board of directors, the dues and fees fixed by the board from time to time. C - good standing: members who have paid the required dues and fees in accordance with these bylaws shall be members in good standing. Xiv amendment of bylaws: a subject to the limitations set forth in paragraph b: without the approval of the members, the board many not adopt, amend or repeal any bylaw which would: (1) increase or extend the terms of directors, (2) allows any director to hold office by designation or selection rather than by election by the members, (3) increase the quorum for members' meetings, (4) repeal, restrict, create, expand or otherwise change proxy rights, or (5) authorize cumulative voting. C - new by laws may be adopted, or these bylaws may be amended or repealed, by approval of the members on recommendation of the board of directors. No amendment may extend the term of a director beyond that for which the director was elected.”

“A draft of form 990 was prepared and presented to the chairs of the finance committee and board via email. The cfo then reviewed form 990 in detail with the respective chairs through a joint conference call. After their review the form 990 was finalized and approved for filing form 990 was subsequently emailed to the full finance committee and board of directors for review prior to filing.”

“Point blue regularly enforces and monitors its conflict of interest policy with a signed annual statement from their directors, officers and members of the executive committee.”

“In fy 16-17, the ceo's salary was revised and determined by the human resources (hr) committee of point blue's board of directors. During the annual budget process. The hr committee solicits and collects performance reviews for the ceo from all senior management personnel and board members. The hr committee meets to review the following factors: performance reviews, independently produced comparative salary data for the san francisco bay area, complexity of the organization, the relationship of the ceo's compensation relative to other point blue employees and budget considerations. Based on these factors, the hr committee determines whether the current salary is appropriate and what merit increase, if any, is warranted. In fy 16-17. All senior management salaries (cfo, controller, chief science officer, chief technology officer, chief advancement officer and group directors) were reviewed and determined by the ceo using comparative data for non-profit organizations in the san francisco bay area, and using a similar process as described above for the ceo, in keeping with pay ranges budgeted for these positions in fiscal 16-17.”

“Point blue makes its governing documents, conflict of interest policy, and financial statements public by posting them to its website at www.pointblue.org.”

“The process has not changed from the prior year.”