Attach to Form 990 or Form 990-EZ.
See separate instructions.| (i) Name of supported organization |
(ii) EIN |
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions)) |
(iv) Is the organization in col. (i) listed in your governing document? |
(v) Did you notify the organization in col. (i) of your support? |
(vi) Is the organization in col. (i) organized in the U.S.? |
(vii) Amount of support? |
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|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Yes | No | Yes | No | ||||
| Total | |||||||||
| Calendar year(or fiscal year beginning in) | (a) 2006 | (b) 2007 | (c) 2008 | (d) 2009 | (e) 2010 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .... | 424,500 | 531,374 | 342,340 | 521,207 | 613,593 | 2,433,014 |
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf....... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3.. | 424,500 | 531,374 | 342,340 | 521,207 | 613,593 | 2,433,014 |
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f).. | 377,381 | |||||
| 6 | Public Support. Subtract line 5 from line 4. | 2,055,633 | |||||
| Calendar year(or fiscal year beginning in) | (a) 2006 | (b) 2007 | (c) 2008 | (d) 2009 | (e) 2010 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | 424,500 | 531,374 | 342,340 | 521,207 | 613,593 | 2,433,014 |
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | 11,057 | 11,411 | 17,572 | 8,111 | 6,176 | 54,327 |
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets.. | ||||||
| 11 | Total support (Add lines 7 through 10). | 2,487,341 | |||||






| Calendar year(or fiscal year beginning in) | (a) 2006 | (b) 2007 | (c) 2008 | (d) 2009 | (e) 2010 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | ||||||
| 2 | Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose...... | ||||||
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513.. | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 6 | Total. Add lines 1 through 5. | ||||||
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons... | ||||||
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | ||||||
| c | Add lines 7a and 7b.. | ||||||
| 8 | Public Support (Subtract line 7c from line 6.) | ||||||
| Calendar year (or fiscal year beginning in) | (a) 2006 | (b) 2007 | (c) 2008 | (d) 2009 | (e) 2010 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | ||||||
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | ||||||
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | ||||||
| 11 | Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on. | ||||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) | ||||||
| 13 | Total support (Add lines 9, 10c, 11 and 12.). | ||||||




| Facts And Circumstances Test |
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| Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
|---|---|---|
| FORM 990, PART VI, SECTION A, LINE 2 | BOARD MEMBERS ELIZABETH LLOYD JONES AND LUCY ALEXANDER WINCHESTER BREATHITT HAVE A FAMILY RELATIONSHIP. BOARD MEMBERS ELIZABETH PARRISH KENAN AND LUCY ALEXANDER WINCHESTER BREATHITT HAVE A FAMILY RELATIONSHIP. | |
| FORM 990, PART VI, SECTION A, LINE 4 | THE ORGANIZATION'S ARTICLES OF INCORPORATION AND BYLAWS WERE AMENDED AND RESTATED IN 2010. SEE DETAILED DESCRIPTION OF CHANGES BELOW. | |
| FORM 990, PART VI, SECTION B, LINE 11 | THE FORM 990 WAS PROVIDED TO THE GOVERNING BOARD BEFORE FILING. THE EXECUTIVE DIRECTOR AND TREASURER/FINANCE AND INVESTMENT COMMITTEE CHAIR REVIEW THE FORM 990 AFTER PREPARATION BY INDEPENDENT FULLY COMPENSATED PROFESSIONALS, BEFORE PROVIDING TO THE GOVERNING BOARD, AND BEFORE FILING. | |
| FORM 990, PART VI, SECTION B, LINE 12C | THE ORGANIZATIONS CONFLICT OF INTEREST POLICY REQUIRES PERIODIC REVIEWS, WHICH MAY INCLUDE OUTSIDE ADVISORS, IN ADDITION TO ANNUALLY SIGNED AND SUBMITTED STATEMENTS. | |
| FORM 990, PART VI, SECTION B, LINE 15A | A QUORUM OF THE BOARD OF DIRECTORS REVIEWS AND APPROVES EXECUTIVE DIRECTOR COMPENSATION. THE PROCESS IS UNDERTAKEN EITHER ANNUALLY OR EVERY TWO YEARS. THERE ARE NO OTHER OFFICERS OR KEY EMPLOYEES, AS DEFINED IN THE FORM 990 INSTRUCTIONS, WHO RECEIVE COMPENSATION. | |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATIONS ARTICLES OF INCORPORATION AND OTHER GOVERNING DOCUMENTS ARE AVAILABLE ONLINE AT THE KENTUCKY SECRETARY OF STATE WEBSITE OR AVAILABLE BY REQUEST. THE ARTICLES OF INCORPORATION ARE ALSO FILED AND AVAILABLE FOR PUBLIC INSPECTION THROUGH THE FAYETTE COUNTY, KENTUCKY CLERK. ITS CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE BY REQUEST. THE ORGANIZATIONS FORM 990 IS AVAILABLE TO THE PUBLIC ONLINE AT WWW.GUIDESTAR.COM. | |
| AMENDED AND RESTATED ARTICLES OF INCORPORATION | FORM 990, PART VI, LINE 4 | ARTICLE II, PURPOSES AND POWERS, (2)(B) FROM: AS PARTICULAR PURPOSES IN FURTHERANCE OF, CONSISTENT WITH, AND SUBJECT TO, THE GENERAL AND CONTROLLING PURPOSES SET FORTH IN SECTION (2)(A) OF THIS ARTICLE II: (I) TO ACT AS A REGIONAL LAND CONSERVANCY FOR PUBLICLY SUPPORTED ORGANIZATIONS THAT PROVIDE SOLUTIONS TO PROBLEMS RELATED TO LAND USE, TRANSPORTATION, ECONOMIC DEVELOPMENT, NATURAL RESOURCES, RECREATION AND TOURISM IN THE SEVEN-COUNTY BLUEGRASS REGION OF KENTUCKY (COMPRISED OF THE COUNTIES OF BOURBON, CLARK, FAYETTE, JESSAMINE, MADISON, SCOTT AND WOODFORD); (II) TO PROTECT AND ENHANCE THE EXCEPTIONAL RURAL LANDSCAPE OF THE SEVEN-COUNTY BLUEGRASS REGION OF KENTUCKY THROUGH CONSERVATION, PRESERVATION AND ANY OTHER APPROPRIATE MEANS; AND (III) TO ORGANIZE, PROMOTE, FOSTER, ASSIST (WHETHER FINANCIALLY OR OTHERWISE) AND CONDUCT SUCH CHARITABLE, SCIENTIFIC, LITERARY, RELIGIOUS OR EDUCATIONAL ENTERPRISES, ACTIVITIES AND INSTITUTIONS AS FROM TIME TO TIME MAY BE DETERMINED, SELECTED OR DECIDED UPON BY THE CORPORATIONS BOARD OF DIRECTORS CONSISTENT WITH THE PURPOSES STATED ABOVE. TO: AS PARTICULAR PURPOSES IN FURTHERANCE OF, CONSISTENT WITH, AND SUBJECT TO, THE GENERAL AND CONTROLLING PURPOSES SET FORTH IN SECTION (2)(A) OF THIS ARTICLE II, TO ACT AS A NONPROFIT LAND TRUST TO PROTECT THE AGRICULTURAL VIABILITY, NATURAL HABITAT, RURAL HERITAGE, AND SCENIC OPEN SPACE OF THE COUNTIES IN AND ADJACENT TO THE INNER BLUEGRASS REGION OF KENTUCKY, INCLUDING BUT NOT LIMITED TO ANDERSON, BOURBON, BOYLE, CLARK, FAYETTE, FRANKLIN, JESSAMINE, MERCER, SCOTT, AND WOODFORD, THROUGH LAND CONSERVATION FOR THE PUBLIC BENEFIT; ARTICLE II, PURPOSES AND POWERS, (2)(C)(I), (IV), (V), AND (VII) FROM: IN FURTHERANCE OF, AND AT ALL TIMES SUBJECT TO, THE AFORESAID PURPOSES, ENTERPRISES, ACTIVITIES AND PROJECTS: (I) TO SOLICIT AND ACQUIRE BY GIFT, EXCHANGE OR OTHERWISE, PROPERTY OF ANY AND ALL KINDS, AND TO SELL, TRANSFER AND OTHERWISE DISPOSE OF ANY PROPERTY IT SO ACQUIRES; (IV) TO TAKE TITLE TO, AND HOLD IN ITS OWN NAME, SUCH REAL OR PERSONAL PROPERTY, OR BOTH, AND SUCH INTERESTS EITHER SUCH TYPE OF PROPERTY AS THE CORPORATION MAY ACQUIRE, FOR THE PURPOSES HEREIN SET OUT, AND TO SELL, TRANSFER AND DISPOSE OF ANY SUCH PROPERTY OR REINVEST THE PROCEEDS THEREOF AS HEREIN PERMITTED; (V) TO ACCEPT GIFTS, BEQUESTS OR DEVISES OF PROPERTY OF ANY KIND WHICH ANY INDIVIDUAL, FIRM, CORPORATION OR OTHER ENTITY MAY MAKE TO THE CORPORATION, UPON THE TERMS, TRUSTS AND CONDITIONS SET FORTH IN THE DEED OF GIFT, WILL OR OTHER INSTRUMENT OF WRITING, EXECUTED BY ANY SUCH DONOR OR TESTATOR, BUT ONLY FOR THE PURPOSES AND UPON THE TERMS AND CONDITIONS AND WITH THE POWERS SET FORTH IN THESE ARTICLES OF INCORPORATION; (VII) TO BECOME A MEMBER OF ANY OTHER NONSTOCK OR NONPROFIT CORPORATION ORGANIZED UNDER THE LAWS OF ANY STATE, OR TO BECOME AFFILIATED WITH ANY OTHER ORGANIZATION OF LIKE CHARACTER EXISTING UNDER THE LAWS OF ANY STATE; PROVIDED, HOWEVER, THAT SUCH CORPORATION OR ORGANIZATION-IS AN EXEMPT ORGANIZATION UNDER SECTION 501(C)(3) OF THE CODE; TO: IN FURTHERANCE OF, AND AT ALL TIMES SUBJECT TO, THE AFORESAID PURPOSES, ENTERPRISES, ACTIVITIES AND PROJECTS: (I) TO SOLICIT AND ACQUIRE BY GIFT, EXCHANGE, PURCHASE, OR OTHERWISE TAKE TITLE TO, AND HOLD IN ITS OWN NAME, REAL AND PERSONAL PROPERTY OF ANY AND ALL KINDS, INCLUDING, BUT NOT LIMITED TO, CONSERVATION EASEMENTS, AND TO SELL, TRANSFER AND OTHERWISE DISPOSE OF ANY PROPERTY IT SO ACQUIRES; (V) TO BECOME A MEMBER OF ANY OTHER NONSTOCK OR NONPROFIT CORPORATION ORGANIZED UNDER THE LAWS OF ANY STATE, OR TO BECOME AFFILIATED WITH ANY OTHER ORGANIZATION OF LIKE CHARACTER EXISTING UNDER THE LAWS OF ANY STATE; ARTICLE II, PURPOSES AND POWERS, (3) DELETED: IT IS INTENDED THAT THE CORPORATION SHALL BE AN ORGANIZATION DESCRIBED IN SECTION 509(A)(3) OF THE CODE, OPERATED, SUPERVISED OR CONTROLLED BY, OR SUPERVISED OR CONTROLLED IN CONNECTION WITH BLUEGRASS TOMORROW, INC. AND OTHER PUBLICLY SUPPORTED ORGANIZATIONS (AS ARE DESCRIBED IN SECTIONS 509(A)(1) OR 509(A)(2) OF THE CODE) INVOLVED WITH PROVIDING SOLUTIONS TO PROBLEMS RELATED TO LAND USE, TRANSPORTATION, ECONOMIC DEVELOPMENT, NATURAL RESOURCES, RECREATION AND TOURISM IN THE SEVEN-COUNTY BLUEGRASS REGION OF KENTUCKY. |
| AMENDED AND RESTATED BYLAWS | FORM 990, PART VI, LINE 4 | ARTICLE IV, DIRECTORS, 4.2, NUMBER, TENURE AND QUALIFICATIONS FROM: THE BOARD OF DIRECTORS SHALL CONSIST OF NOT LESS THAN THREE (3) INDIVIDUALS NOR MORE THAN TWENTY-ONE (21) AND UNTIL OTHERWISE CHANGED BY AN AMENDMENT TO THESE BY-LAWS, SHALL CONSIST OF SEVEN (7) INDIVIDUALS. NO LESS THAN A MAJORITY OF THE INITIAL BOARD OF DIRECTORS SHALL BE ELECTED BY THE BOARD OF DIRECTORS OF BLUEGRASS TOMORROW, INC. (HEREINAFTER CLASS A DIRECTORS). CLASS A DIRECTORS MAY ELECT ADDITIONAL MEMBERS TO THE BOARD OF DIRECTORS (HEREINAFTER CLASS B DIRECTORS), PROVIDED THAT CLASS A DIRECTORS MAINTAIN A MAJORITY ON THE BOARD OF DIRECTORS, THE INITIAL TERM OF THE CLASS A DIRECTORS SHALL EXPIRE AT THE 1998 ANNUAL MEETING OF THE BOARD OF DIRECTORS. THE INITIAL TERM OF THE CLASS B DIRECTORS SHALL EXPIRE AT THE 1997 ANNUAL MEETING OF THE BOARD OF DIRECTORS. THEREAFTER, EACH DIRECTOR (CLASS A AND CLASS B DIRECTORS) SHALL HOLD OFFICE FOR A TERM OF THREE YEARS OR UNTIL SUCH DIRECTOR'S SUCCESSOR SHALL BE ELECTED AND QUALIFIED, WHICHEVER PERIOD IS LONGER. THE CLASS A DIRECTORS SHALL APPOINT THEIR OWN SUCCESSORS, SUBJECT TO THE APPROVAL OF THE BOARD OF DIRECTORS OF BLUEGRASS TOMORROW, INC. THE DIRECTORS NEED NOT BE RESIDENTS OF THE COMMONWEALTH OF KENTUCKY. EACH DIRECTOR SHALL BE ELIGIBLE FOR REELECTION. TO: (A) THE BOARD OF DIRECTORS SHALL CONSIST OF NOT LESS THAN THREE (3) INDIVIDUALS NOR MORE THAN TWENTY ONE (21) INDIVIDUALS. EACH DIRECTOR SHALL HOLD OFFICE FOR A TERM OF THREE YEARS OR UNTIL SUCH DIRECTORS SUCCESSOR SHALL BE ELECTED AND QUALIFIED, WHICHEVER PERIOD IS LONGER. THE DIRECTORS NEED NOT BE RESIDENTS OF THE COMMONWEALTH OF KENTUCKY. EACH DIRECTOR SHALL BE ELIGIBLE FOR RE-ELECTION. (B) THE BOARD OF DIRECTORS MAY APPOINT EX-OFFICIO MEMBERS OF THE BOARD. EX-OFFICIO BOARD MEMBERS SHALL HAVE THE SAME POWERS AND RESPONSIBILITIES AS DIRECTORS DESCRIBED IN PARAGRAPH 4.2(A), INCLUDING THE FIDUCIARY DUTIES OF CARE, LOYALTY, AND CONFIDENTIALITY TO THE CORPORATION. ARTICLE IV, DIRECTORS, 4.3, REMOVAL AND RESIGNATIONS FROM: CLASS A DIRECTORS MAY BE REMOVED, WITH OR WITHOUT CAUSE, BY A MAJORITY VOTE OF THE CLASS A DIRECTORS. AT A MEETING OF THE BOARD OF DIRECTORS CALLED EXPRESSLY FOR THAT PURPOSE, ANY OR ALL CLASS B DIRECTORS MAY BE WITH OR WITHOUT CAUSE, BY A VOTE OF A MAJORITY OF DIRECTORS THEN ENTITLED TO VOTE AT AN ELECTION OF DIRECTORS. ANY MEMBER OF THE BOARD OF DIRECTORS MAY RESIGN FROM THE BOARD OF DIRECTORS AT ANY TIME BY GIVING WRITTEN NOTICE TO THE CHAIRMAN OR SECRETARY OF THE CORPORATION, AND UNLESS OTHERWISE SPECIFIED THEREIN, THE ACCEPTANCE OF SUCH RESIGNATION SHALL NOT BE NECESSARY TO MAKE IT EFFECTIVE. TO: AT A MEETING OF THE BOARD OF DIRECTORS CALLED EXPRESSLY FOR THAT PURPOSE, ANY DIRECTOR MAY BE REMOVED WITH OR WITHOUT CAUSE, BY A VOTE OF A MAJORITY OF DIRECTORS THEN ENTITLED TO VOTE AT AN ELECTION OF DIRECTORS. ANY MEMBER OF THE BOARD OF DIRECTORS MAY RESIGN FROM THE BOARD OF DIRECTORS AT ANY TIME BY GIVING WRITTEN NOTICE TO THE CHAIR OR SECRETARY OF THE CORPORATION, AND UNLESS OTHERWISE SPECIFIED THEREIN, THE ACCEPTANCE OF SUCH RESIGNATION SHALL NOT BE NECESSARY TO MAKE IT EFFECTIVE. ARTICLE IV, DIRECTORS, 4.8, MANNER OF ACTING FROM: THE ACT OF THE MAJORITY OF THE DIRECTORS PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT SHALL BE THE ACT OF THE BOARD OF DIRECTORS, UNLESS OTHERWISE REQUIRED BY THE ARTICLES OF INCORPORATION OR THESE BY-LAWS. TO: THE ACT OF THE MAJORITY OF THE DIRECTORS PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT SHALL BE THE ACT OF THE BOARD OF DIRECTORS, UNLESS OTHERWISE REQUIRED BY THE ARTICLES OF INCORPORATION OR THESE BY-LAWS. UNLESS OTHERWISE PROVIDED BY LAW, THE ARTICLES OF INCORPORATION OR THESE BY-LAWS, THE BOARD OF DIRECTORS MAY DELEGATE SUCH POWERS AS IT SHALL DEEM NECESSARY OR DESIRABLE. ARTICLE IV, DIRECTORS, 4.9, VACANCIES FROM: ANY VACANCY OCCURRING IN THE BOARD A DIRECTORS MAY BE FILLED BY THE AFFIRMATIVE VOTE OF THE MAJORITY, OF THE REMAINING DIRECTORS BELONGING TO THE SAME CLASS OF DIRECTORS IN WHICH THE VACANCY OCCURRED THOUGH LESS THAN A QUORUM OF THAT CLASS OF DIRECTORS. A DIRECTOR ELECTED TO FILL A VACANCY SHALL BE ELECTED FOR THE UNEXPIRED TERM OF SUCH DIRECTOR'S PREDECESSOR IN OFFICE. ANY DIRECTORSHIP TO BE FILLED BY REASON OF AN INCREASE IN THE NUMBER OF DIRECTORS MAY BE FILLED IN THE SAME MANNER AS A VACANCY IN OFFICE FOR A TERM OF OFFICE CONTINUING ONLY UNTIL THE NEXT GENERAL ELECTION OF DIRECTORS. TO: WHENEVER THERE IS A VACANCY ON THE BOARD OF DIRECTORS BY REASON OF DEATH, RESIGNATION, REMOVAL, OR INCREASE IN THE NUMBER OF DIRECTORS OR OTHERWISE, IT SHALL BE FILLED BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE REMAINING DIRECTORS THOUGH LESS THAN A QUORUM OF THE BOARD. THE DIRECTOR(S) SO APPOINTED SHALL HOLD OFFICE FOR THE UNEXPIRED TERM OF HIS OR HER PREDECESSOR IN OFFICE. ARTICLE IV, DIRECTORS, 4.13 EMPLOYEES OF THE CORPORATION ADDED: THE CORPORATION SHALL HAVE SUCH EMPLOYEES AS THE BOARD OF DIRECTORS MAY DETERMINE APPROPRIATE AND NECESSARY. THE BOARD OF DIRECTORS MAY DELEGATE TO THE EXECUTIVE DIRECTOR, THE EXECUTIVE COMMITTEE, OR THE PERSONNEL COMMITTEE, THE RESPONSIBILITY FOR DETERMINING THE COMPENSATION, EMPLOYEE BENEFITS, TITLE, AND RESPONSIBILITIES OF ANY EMPLOYEES OTHER THAN THE EXECUTIVE DIRECTOR. ARTICLE IV, DIRECTORS, 4.14, EXECUTIVE DIRECTOR ADDED: THE EXECUTIVE DIRECTOR, IF ANY, IS APPOINTED BY THE BOARD OF DIRECTORS AND SERVES, WITHOUT VOTE, AS AN EX-OFFICIO MEMBER OF THE EXECUTIVE COMMITTEE AND ALL OTHER BOARD COMMITTEES. THE EXECUTIVE DIRECTOR SERVES AT THE PLEASURE OF THE BOARD OF DIRECTORS AND IS RESPONSIBLE FOR IMPLEMENTATION OF POLICIES AS ESTABLISHED BY THE BOARD OF DIRECTORS AND THE MANAGEMENT AND STAFFING OF THE CORPORATION, SUBJECT TO REVIEW BY THE BOARD OF DIRECTORS. THE EXECUTIVE DIRECTOR SHALL HAVE SUCH COMPENSATION, BENEFITS, POWERS, DUTIES, AND RESPONSIBILITIES AS SHALL BE DETERMINED BY THE BOARD OF DIRECTORS. ARTICLE V, OFFICERS, 5.1, CLASSES FROM: THE OFFICERS OF THE CORPORATION SHALL BE A CHAIRMAN, A VICE CHAIRMAN, A SECRETARY AND A TREASURER, EACH OF WHOM SHALL BE ELECTED BY THE BOARD OF DIRECTORS. SUCH OTHER OFFICERS AND ASSISTANT OFFICERS AS MAY BE DEEMED NECESSARY MAY BE ELECTED OR APPOINTED BY THE BOARD OF DIRECTORS. ANY TWO OR MORE OFFICES MAY BE HELD BY THE SAME PERSON. TO: THE OFFICERS OF THE CORPORATION SHALL BE A CHAIR, A VICE-CHAIR, A SECRETARY, AND A TREASURER, EACH OF WHOM SHALL BE ELECTED BY THE BOARD OF DIRECTORS. SUCH OTHER OFFICERS AND ASSISTANT OFFICERS AS MAY BE DEEMED NECESSARY MAY BE ELECTED OR APPOINTED BY THE BOARD OF DIRECTORS. ANY TWO OF THE OFFICES OF VICE-CHAIR, SECRETARY, AND TREASURER MAY BE HELD BY THE SAME PERSON. ARTICLE V, OFFICERS, 5.2, ELECTION AND TERM FROM: THE OFFICERS OF THE CORPORATION SHALL BE ELECTED BY THE BOARD OF DIRECTORS AT THE FIRST, AND THEREAFTER AT EACH ANNUAL, MEETING OF THE BOARD OF DIRECTORS. IF THE ELECTION OF OFFICERS SHALL NOT BE HELD AT ANY SUCH MEETING, SUCH ELECTION SHALL BE HELD AS SOON THEREAFTER AS IS PRACTICABLE. VACANCIES MAY BE FILLED OR NEW OFFICES CREATED AND FILLED AT ANY MEETING OF THE BOARD OF DIRECTORS. EACH OFFICER SHALL HOLD OFFICE UNTIL SUCH OFFICERS SUCCESSOR SHALL BE DULY ELECTED OR UNTIL SUCH OFFICERS DEATH OR UNTIL SUCH OFFICER SHALL RESIGN OR SHALL HAVE BEEN REMOVED IN THE MANNER HEREINAFTER PROVIDED. TO: OFFICERS OF THE CORPORATION SHALL BE ELECTED FOR THREE (3) YEAR TERMS, OR UNTIL SUCH OFFICERS SUCCESSOR IS ELECTED AND QUALIFIED, WHICHEVER IS LONGER. TERMS SHALL COMMENCE AT THE ANNUAL MEETING AT WHICH SUCH OFFICER IS ELECTED. IF THE ELECTION OF OFFICERS SHALL NOT BE HELD AT ANY SUCH MEETING, SUCH ELECTION SHALL BE HELD AS SOON THEREAFTER AS IS PRACTICABLE. THE OFFICERS SHALL HOLD OFFICE UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED, UNTIL DEATH, RESIGNATION, OR REMOVAL. VACANCIES SHALL BE FILLED BY THE BOARD OF DIRECTORS BY MAJORITY VOTE. ANY ELECTED OFFICER MAY BE REMOVED BY MAJORITY VOTE WHENEVER THE BEST INTEREST OF THE CORPORATION WOULD BE SERVED. OFFICERS MAY BE ELECTED FOR SUCCESSIVE TERMS. ARTICLE V, OFFICERS, 5.9, ASSISTANT TREASURERS AND ASSISTANT SECRETARIES DELETED: (A) THE ASSISTANT TREASURER, IF THAT OFFICE BE CREATED AND FILLED, SHALL, IF REQUIRED BY THE BOARD OF DIRECTORS, GIVE BOND FOR THE FAITHFUL DISCHARGE OF THE ASSISTANT TREASURERS DUTIES IN SUCH SUM AND WITH SUCH SURETY AS THE BOARD OF DIRECTORS SHALL DETERMINE. (B) THE ASSISTANT TREASURERS AND ASSISTANT SECRETARIES, IN GENERAL, SHALL PERFORM SUCH ADDITIONAL DUTIES AS SHALL BE ASSUMED TO THEM BY THE TREASURER OR THE SECRETARY, RESPECTIVELY, OR BY THE CHAIRMAN OF THE BOARD, THE PRESIDENT OR THE BOARD OF DIRECTORS. |
| AMENDED AND RESTATED BYLAWS | FORM 990, PART VI, LINE 4 | ARTICLE VII, EXECUTIVE AND OTHER COMMITTEES, 7.1, EXECUTIVE COMMITTEE FROM: THE BOARD OF DIRECTORS, BY RESOLUTION ADOPTED BY A MAJORITY OF THE FULL BOARD, MAY DESIGNATE FROM AMONG ITS MEMBERS AN EXECUTIVE COMMITTEE CONSISTING OF AT LEAST THREE (3) DIRECTORS, A MAJORITY OF WHICH ARE CLASS A DIRECTORS. (A) AUTHORITY. WHEN THE BOARD OF DIRECTORS IS NOT IN SESSION, THE EXECUTIVE COMMITTEE SHALL HAVE AND MAY EXERCISE ALL OF THE AUTHORITY OF THE BOARD OF DIRECTORS, EXCEPT TO THE EXTENT, IF ANY, THAT SUCH AUTHORITY SHALL BE LIMITED BY THE RESOLUTION APPOINTING THE EXECUTIVE COMMITTEE, AND EXCEPT ALSO THAT THE EXECUTIVE COMMITTEE SHALL NOT HAVE THE AUTHORITY OF THE BOARD OF DIRECTORS IN REFERENCE TO AMENDING, ALTERING OR REPEALING THESE BY-LAWS, APPOINTING OR REMOVING ANY MEMBER OF THE EXECUTIVE COMMITTEE OR ANY DIRECTOR OR OFFICER OF THE CORPORATION, AMENDING THE ARTICLES OF INCORPORATION, RESTATING THE ARTICLES OF INCORPORATION, ADOPTING A PLAN OF MERGER OR CONSOLIDATION ANOTHER CORPORATION, AUTHORIZING THE SALE, LEASE, EXCHANGE OR MORTGAGE OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY AND ASSETS OF THE CORPORATION, AUTHORIZING THE VOLUNTARY DISSOLUTION OF THE CORPORATION OR REVOKING PROCEEDINGS THEREFOR, ADOPTING A PLAN FOR THE DISTRIBUTION OF THE ASSETS OF THE CORPORATION, OR AMENDING, ALTERING OR REPEALING ANY RESOLUTION OF THE BOARD OF DIRECTORS WHICH BY ITS TERMS PROVIDES THAT IT SHALL NOT BE AMENDED, ALTERED OR REPEALED BY THE EXECUTIVE COMMITTEE. (B) TENURE AND QUALIFICATIONS. EACH MEMBER OF THE EXECUTIVE COMMITTEE SHALL HOLD OFFICE UNTIL THE NEXT REGULAR MEETING OF THE BOARD OF DIRECTORS FOLLOWING SUCH EXECUTIVE COMMITTEE MEMBERS DESIGNATION AND UNTIL SUCH EXECUTIVE COMMITTEE MEMBER'S SUCCESSOR SHALL BE DULY DESIGNATED AND QUALIFIED. (D) QUORUM. A MAJORITY OF THE MEMBERS OF THE EXECUTIVE COMMITTEE SHALL CONSTITUTE A QUORUM FOR THE TRANSACTION OF BUSINESS AT ANY MEETING THEREOF. ACTION OF THE EXECUTIVE COMMITTEE MUST BE AUTHORIZED BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE EXECUTIVE COMMITTEE MEMBERS PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT. (F) VACANCIES. ANY VACANCY IN THE EXECUTIVE COMMITTEE MAY BE FILLED BY A RESOLUTION ADOPTED BY A MAJORITY OF THE FULL BOARD OF DIRECTORS. (G) RESIGNATIONS AND REMOVAL. ANY MEMBER OF THE EXECUTIVE COMMITTEE MAY BE REMOVED AT ANY TIME, WITH OR WITHOUT CAUSE, BY RESOLUTION ADOPTED BY A MAJORITY OF THE FULL BOARD OF DIRECTORS. ANY MEMBER OF THE EXECUTIVE COMMITTEE MAY RESIGN FROM THE EXECUTIVE COMMITTEE AT ANY TIME BY GIVING WRITTEN NOTICE TO THE PRESIDENT OR SECRETARY OF THE CORPORATION, AND UNLESS OTHERWISE SPECIFIED THEREIN, THE ACCEPTANCE OF SUCH RESIGNATION SHALL NOT BE NECESSARY TO MAKE IT EFFECTIVE. TO: (A) MEMBERSHIP AND QUORUM. THE EXECUTIVE COMMITTEE SHALL CONSIST OF THE CHAIR, VICE-CHAIR, TREASURER, SECRETARY, AND TWO DIRECTORS AT LARGE WHO SHALL BE APPOINTED BY THE CHAIR WITH THE BOARDS APPROVAL. THE EXECUTIVE DIRECTOR SHALL SERVE AS AN EX-OFFICIO MEMBER WITHOUT VOTING RIGHTS. A QUORUM SHALL BE THREE (3) VOTING MEMBERS. THE CHAIR OF THE BOARD OF DIRECTORS SHALL PRESIDE AT ALL EXECUTIVE COMMITTEE MEETINGS, AND IN THE CHAIRS ABSENCE, THE VICE-CHAIR SHALL PRESIDE. ACTION OF THE EXECUTIVE COMMITTEE MUST BE AUTHORIZED BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE EXECUTIVE COMMITTEE MEMBERS PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT. (B) DUTY AND AUTHORITY. THE EXECUTIVE COMMITTEE SHALL BE RESPONSIBLE FOR THE TRANSACTION OF NECESSARY BUSINESS BETWEEN MEETINGS OF THE BOARD OF DIRECTORS AND OTHER BUSINESS THAT MAY BE REFERRED TO IT BY THE BOARD. THE EXECUTIVE COMMITTEE SHALL MAKE A COMPLETE REPORT OF ITS ACTIONS TO THE BOARD OF DIRECTORS AND THE BOARD SHALL RATIFY THE ACTIONS AT THEIR NEXT MEETING. THE EXECUTIVE COMMITTEE SHALL NOT HAVE THE AUTHORITY OF THE BOARD OF DIRECTORS IN REFERENCE TO AMENDING, ALTERING OR REPEALING THESE BY-LAWS, APPOINTING OR REMOVING ANY MEMBER OF THE EXECUTIVE COMMITTEE OR ANY DIRECTOR OR OFFICER OF THE CORPORATION, AMENDING THE ARTICLES OF INCORPORATION, RESTATING THE ARTICLES OF INCORPORATION, ADOPTING A PLAN OF MERGER OR CONSOLIDATION ANOTHER CORPORATION, AUTHORIZING THE SALE, LEASE, EXCHANGE OR MORTGAGE OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY AND ASSETS OF THE CORPORATION, AUTHORIZING THE VOLUNTARY DISSOLUTION OF THE CORPORATION OR REVOKING PROCEEDINGS THEREFORE, ADOPTING A PLAN FOR THE DISTRIBUTION OF THE ASSETS OF THE CORPORATION, AMENDING, ALTERING OR REPEALING ANY RESOLUTION OF THE BOARD OF DIRECTORS WHICH BY ITS TERMS PROVIDES THAT IT SHALL NOT BE AMENDED, ALTERED OR REPEALED BY THE EXECUTIVE COMMITTEE, HIRING OR FIRING THE EXECUTIVE DIRECTOR, OR APPROVING THE ANNUAL BUDGET OF THE CORPORATION. ARTICLE VII, EXECUTIVE AND OTHER COMMITTEES, 7.2, OTHER COMMITTEES FROM: THE BOARD OF DIRECTORS, BY RESOLUTION ADOPTED BY MAJORITY OF THE FULL BOARD, MAY DESIGNATE FROM AMONG ITS MEMBERS SUCH OTHER COMMITTEES AS FROM TIME TO TIME IT MAY CONSIDER NECESSARY OR APPROPRIATE TO CONDUCT THE AFFAIRS OF THE CORPORATION, EACH OF WHICH COMMITTEES SHALL CONSIST OF AT LEAST THREE (3) DIRECTORS OF WHICH A MAJORITY ARE CLASS A DIRECTORS. EACH SUCH COMMITTEE SHALL HAVE SUCH POWER AND AUTHORITY AS THE BOARD OF DIRECTORS MAY, FROM TIME TO TIME, LEGALLY ESTABLISH FOR IT. THE TENURE AND QUALIFICATIONS OF THE MEMBERS OF EACH COMMITTEE; THE TIME, PLACE AND ORGANIZATION OF SUCH COMMITTEES MEETINGS; THE NOTICE REQUIRED TO CALL ANY SUCH MEETING; THE NUMBER OF MEMBERS OF EACH SUCH COMMITTEE THAT SHALL CONSTITUTE A QUORUM; THE AFFIRMATIVE VOTE OF THE COMMITTEE MEMBERS REQUIRED EFFECTIVELY TO TAKE ACTION AT ANY MEETING AT WHICH A QUORUM IS PRESENT; THE ACTION THAT ANY SUCH COMMITTEE CAN TAKE WITHOUT A MEETING; THE METHOD IN WHICH A VACANCY AMONG THE MEMBERS OF SUCH COMMITTEE CAN BE FILLED AND THE PROCEDURES BY WHICH RESIGNATIONS AND REMOVALS OF MEMBERS OF SUCH COMMITTEE SHALL BE ACTED UPON OR ACCOMPLISHED SHALL BE MIXED BY THE RESOLUTION ADOPTED BY THE BOARD OF DIRECTORS RELATIVE TO SUCH MATTERS. TO: THE BOARD OF DIRECTORS OR THE CHAIR MAY AT ANY TIME APPOINT STANDING COMMITTEES TO CONSIST OF AS MANY DIRECTORS, OUTSIDE ADVISORS, AND VOLUNTEERS AS SEEMS REASONABLE TO THE BOARD, EXCEPT DIRECTORS SHALL COMPRISE A MAJORITY OF EACH COMMITTEE. EACH SUCH COMMITTEE SHALL HAVE SUCH POWER AND AUTHORITY AS THE BOARD OF DIRECTORS MAY FROM TIME TO TIME LEGALLY ESTABLISH FOR IT. A CHAIR MAY BE APPOINTED FOR EACH COMMITTEE BY THE BOARD OF DIRECTORS OR THE CHAIR. COMMITTEES SHALL MEET AT THE TIME AND PLACES DESIGNATED BY THE COMMITTEE CHAIR. (A) COMMITTEE QUORUM. A MAJORITY OF ANY COMMITTEE OF THE CORPORATION SHALL CONSTITUTE A QUORUM FOR THE TRANSACTION OF BUSINESS, UNLESS ANY COMMITTEE SHALL BY A MAJORITY VOTE OF ITS ENTIRE MEMBERSHIP DECIDE OTHERWISE. (B) COMMITTEE VACANCIES. THE BOARD OF DIRECTORS, THE CHAIR, OR THE COMMITTEE CHAIR SHALL HAVE THE POWER TO FILL VACANCIES IN THE COMMITTEES. ARTICLE IX, MISCELLANEOUS, 9.9, NO PRIVATE INUREMENT, NO SUBSTANTIAL LOBBYING, AND NO PARTICIPATION IN POLITICAL CAMPAIGNS ADDED: THE CORPORATION IS ORGANIZED EXCLUSIVELY FOR CHARITABLE PURPOSES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. NO PART OF THE NET EARNINGS OF THE CORPORATION SHALL INURE TO THE BENEFIT OF, OR BE DISTRIBUTABLE TO ITS MEMBERS, DIRECTORS, OFFICERS OR OTHER PRIVATE PERSONS, EXCEPT THAT THE CORPORATION SHALL BE AUTHORIZED AND EMPOWERED TO PAY REASONABLE COMPENSATION FOR SERVICES RENDERED AND TO MAKE PAYMENTS AND DISTRIBUTIONS IN FURTHERANCE OF THE PURPOSES SET FORTH IN THE PURPOSE CLAUSE HEREOF. NO SUBSTANTIAL PART OF THE ACTIVITIES OF THE CORPORATION SHALL BE THE CARRYING ON OF PROPAGANDA, OR OTHERWISE ATTEMPTING TO INFLUENCE LEGISLATION, AND THE ORGANIZATION SHALL NOT PARTICIPATE IN, OR INTERVENE IN (INCLUDING THE PUBLISHING OR DISTRIBUTION OF STATEMENT) ANY POLITICAL CAMPAIGN ON BEHALF OF ANY CANDIDATE FOR PUBLIC OFFICE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS DOCUMENT, THE CORPORATION SHALL NOT CARRY ON ANY OTHER ACTIVITIES NOT PERMITTED TO BE CARRIED ON (A) BY AN ORGANIZATION EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, OR CORRESPONDING SECTION OF ANY FUTURE FEDERAL TAX CODE, OR (B) BY AN ORGANIZATION, CONTRIBUTIONS TO WHICH ARE DEDUCTIBLE UNDER SECTION 170(C)(2) OF THE INTERNAL REVENUE CODE, OR CORRESPONDING SECTION OF ANY FUTURE FEDERAL TAX CODE. |
| AMENDED AND RESTATED BYLAWS | FORM 990, PART VI, LINE 4 | ARTICLE IX, MISCELLANEOUS, 9.10, ELECTRONIC COMMUNICATIONS ADDED: A DIRECTOR OR COMMITTEE MEMBER MAY PARTICIPATE IN A MEETING BY ANY MEANS OF COMMUNICATION THROUGH WHICH SUCH PERSON, OTHER PERSONS SO PARTICIPATING, AND ALL PERSONS PHYSICALLY PRESENT AT THE MEETING MAY SIMULTANEOUSLY HEAR EACH OTHER DURING THE MEETING. PARTICIPATION IN A MEETING BY THIS MEANS CONSTITUTES PRESENCE IN PERSON AT THE MEETING. A CONFERENCE CALL AMONG DIRECTORS OR COMMITTEE MEMBERS BY ANY MEANS OF COMMUNICATION THROUGH WHICH SUCH PERSONS MAY SIMULTANEOUSLY HEAR EACH OTHER DURING THE CONFERENCE IS A MEETING OF THE BOARD OF DIRECTORS OR COMMITTEE, AS THE CASE MAY BE, IF THE SAME NOTICE IS GIVEN OF THE CONFERENCE CALL AS WOULD BE REQUIRED FOR A MEETING, AND IF THE NUMBER OF PERSONS PARTICIPATING IN THE CONFERENCE WOULD BE SUFFICIENT TO CONSTITUTE A QUORUM AT A MEETING. PARTICIPATION IN A MEETING BY THAT MEANS CONSTITUTES PRESENCE IN PERSON AT THE MEETING. |
| CHANGES IN NET ASSETS OR FUND BALANCES: | FORM 990, PART XI, LINE 5: | NET UNREALIZED GAINS ON INVESTMENTS: 20,638. PRIOR PERIOD ADJUSTMENTS: 138,685. |
| FORM 990, PART XI, LINE 2C | THE ORGANIZATIONS FINANCE & INVESTMENT COMMITTEE ASSUMES RESPONSIBILITY FOR OVERSIGHT OF ANNUAL FINANCIAL REVIEW AND TAX REPORTING SERVICES BY AN INDEPENDENT ACCOUNTANT. THE COMMITTEE MAKES AN ANNUAL RECOMMENDATION TO A QUORUM OF THE FULL BOARD FOR APPROVAL OF BOTH THE SELECTION OF AN INDEPENDENT ACCOUNTANT AND THE REVIEW. | |
| FORM 990, PART VI, LINE 14 | THE ORGANIZATION ADOPTED A WRITTEN RECORDS POLICY ON APRIL 6, 2011. THE POLICY ADDRESSES THE CREATION, COLLECTION, RETENTION, STORAGE, AND DISPOSAL OF RECORDS. | |
| SCHEDULE M, LINE 31: | THE ORGANIZATION IS UPDATING ITS WRITTEN GIFT ACCEPTANCE POLICY BASED ON LAND TRUST ALLIANCE STANDARDS AND PRACTICES. CURRENTLY ALL CONSERVATION EASEMENT GIFTS ARE REVIEWED AND EVALUATED ACCORDING TO THE ORGANIZATIONS WRITTEN POLICY FOR ACCEPTANCE OF DONATED CONSERVATION EASEMENTS AND VOTED ON BY A QUORUM OF THE GOVERNING BOARD. THE UPDATED GIFT ACCEPTANCE POLICY WILL BE ADOPTED BY THE BOARD IN 2011. |
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