Museum of Sonoma County

“The museum's board governance committee recommends new directors, who are voted in by the full board. Officers are nominated by the committee in december and elected in january by the full board. Per the lease with the city of santa rosa, the city has an option to appoint a member to the board.”

“The form 990 is prepared by an outside cpa firm. It is then reviewed by the museum's finance & hr manager and executive director. Subsequently, it is reviewed by the treasurer of the board, the finance committee, and the executive committee. The full board of directors receives a final version of the form 990 before it is filed.”

“Before the board meeting wherein the conflict will be discussed, the board chair and/or executive committee shall: a) identify the interested director's material financial interest and ascertain whether the transaction falls within any exception b) gather material facts for disclosure to the board about the proposed transaction and the director's interest c) appoint a disinterested person or committee to investigate possible reasonable alternatives to the proposed transaction or arrangement for report to the board. After exercising due diligence, the disinterested person or committee shall determine whether the museum can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest and makes its recommendation to the board in a written report and an oral presentation at a board meeting. It is the policy of this museum that any interested person has a duty to voluntarily recuse themselves from any specific decision related to any actual or possible conflicts of interest, whether or not there has been an actual conflict of interest identified. The museum wishes to prevent any perception of conflict of interest of its interested parties, thus this policy of pro-active recusal.”

“The executive committee reviews the executive director compensation package annually. The compensation review process includes comparable salaries of similar sized museums, both annual budget and total number of employees. In addition, the committee considers local economic factors such as cost of living in recommending a range for the ed's compensation package. The committee then presents a recommendation to the board of directors. The executive committee of the board of directors, including the board treasurer, reviews the ed's compensation package annually and makes any adjustments or changes.”

“Copies are available in the museum's office upon request.”

“As a result of the 2023 amended return, the amount reported on schedule a, part ii, line 3 has been updated to reflect the proper value.”