Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions. Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
MARINE BIOLOGICAL LABORATORY
Employer identification number
04-2104690
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization?
................
11g(i)
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(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 monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
44,183,135
34,036,445
32,722,542
25,636,580
28,228,946
164,807,648
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
0
0
0
0
0
0
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
0
0
0
0
0
0
4
Total. Add lines 1 through 3
44,183,135
34,036,445
32,722,542
25,636,580
28,228,946
164,807,648
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)..
7,828,349
6
Public support. Subtract line 5 from line 4.
156,979,299
Section B. Total Support
Calendar year
(or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
7
Amounts from line 4..
44,183,135
34,036,445
32,722,542
25,636,580
28,228,946
164,807,648
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
1,924,022
2,360,528
2,574,970
1,936,192
1,552,814
10,348,526
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
3,624
23,026
6,391
15,985
46,931
95,957
10
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
133,320
251,903
167,224
257,906
154,257
964,610
11
Total support (Add lines 7 through 10).
176,216,741
12
Gross receipts from related activities, etc. (see instructions)
..................
12
59,152,659
13
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.................................................
Section C. Computation of Public Support Percentage
14
Public support percentage for 2013 (line 6, column (f) divided by line 11, column (f))
.........
14
89.083 %
15
Public support percentage for 2012 Schedule A, Part II, line 14
...............
15
89.830 %
16a
33 1/3% support test—2013.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
.......................
b
33 1/3% support test—2012.
If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2013.
If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization
.....................................................
b
10%-facts-and-circumstances test—2012.
If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization
................................................
18
Private foundation.
If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions
.....................................................
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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.)..
14
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public support percentage for 2013 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2012 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2012 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2013.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
........
b
33 1/3% support tests—2012.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
.....
20
Private foundation.
If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 4
Part IV
Supplemental Information.
Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2013
Additional Data
Software ID:
13000241
Software Version:
v1.00
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
MARINE BIOLOGICAL LABORATORY
Employer identification number
04-2104690
Return Reference
Explanation
Form 990, Part VI, Section A, Line 4
On July 1, 2013, the Laboratory entered into an affiliation agreement with the University of Chicago (the University) located in Chicago, Illinois. The University of Chicago as sole member has the right to exercise all powers conferred on members of non-profit corporations under Massachusetts General Laws Chapter 180, and also has certain reserved powers to approve or disapprove of certain fundamental decisions concerning the Corporation.
Form 990, Part VI, Section A, Line 6
On July 1, 2013 the Laboratory entered into an affiliation agreement with the University of Chicago (the University) located in Chicago, Illinois. Under this affiliation the University became the sole member of the Laboratory. The University of Chicago as sole member has the right to exercise all powers conferred on members of non-profit corporations under Massachusetts General Laws Chapter 180, and also has certain reserved powers to approve or disapprove of certain fundamental decisions concerning the Corporation.
Form 990, Part VI, Section A, Line 7a
The University of Chicago as sole member has the power to appoint and remove members of the Board of Directors.
Form 990, Part VI, Section A, Line 7b
The University of Chicago as sole member has the power to take certain actions with respect to the Corporation after prior consultation with the Corporation's Board of Directors, and the power to approve or disapprove certain actions taken by the Corporation.
Form 990, Part VI, Section B, Line 11b
Form 990 is prepared by the MBL staff and reviewed by Grant Thornton, LLP, the institutions audit and tax services firm. When that review is complete the draft is submitted to the Audit Committee of the Board of Trustees for review. The final version is given to all members of the Board of Trustees at least five(5) days before the filing date.
Form 990, Part VI, Section B, Line 12c
PROCESS FOR REVIEW OF TRUSTEE CONFLICT OF INTEREST DISCLOSURES AND COMPLIANCE WITH THE BOARD OF TRUSTEES CONFLICT OF INTEREST POLICY 1. The Chairman of the Board, Vice-Chairman, and the Chairman of the Audit Committee are the trustees responsible for overseeing compliance with the MBL Board of Trustees Conflict of Interest Policy (the Policy). Led by the Chairman of the Board, they shall implement the procedures below. In carrying out their duties they may perform such other inquiry and consult others (including counsel) as, in their sole discretion, they deem appropriate. 2. Without limiting the foregoing, whether or not a particular financial interest or organizational affiliation has been disclosed, if they receive credible information of any kind from any source that an actual or potential conflict exists under the Policy, led by the Chairman of the Board they shall determine whether the allegation merits an inquiry, and if so they shall initiate such inquiry in their sole discretion as they deem appropriate to resolve the matter. At the conclusion of such inquiry, the Chairman of the Audit Committee shall provide a brief report to the Audit Committee, preserving to the maximum extent feasible the confidentiality of the matter. 3. The Director will designate a person in his or her office (the Assistant) to provide support to the Chairman of the Board, Vice-Chairman, and the Chairman of the Audit Committee, in connection with the review of Trustee Conflict of Interest Disclosure Forms and related material documenting Financial Interests and Organizational Affiliations (such documentation for a Trustee being a Disclosure) that may give rise to actual or potential conflicts of interest under the Policy. 4. The Assistant will handle all receipt, communication of, and filing of Disclosures, treating them as confidential information and storing them in a secure location. 5. The filing deadlines under the Policy are 30 days after a trustee's election to the Board, and February 15th of each year. A week before each such filing deadline, the Assistant will inform the Chairman of the Audit Committee of all trustees whose Disclosures have not yet been received, providing phone and email contact information for each such trustee. The Chairman of the Audit Committee will contact those trustees to encourage timely filing. 6. Within five days of each filing deadline the Assistant will inform the Chairman of the Board and, if appropriate, the Vice Chairman of the Board, with copies to the Chairman of the Audit Committee for information purposes, of all trustees whose Disclosures are still missing, for further action by the Chairman of the Board or, if appropriate, the Vice Chairman of the Board. 7. As soon as practical after receiving any Disclosures from a trustee, the Assistant will provide them to the Chairman of the Audit Committee, with the exception of Disclosure by the Chairman of the Audit Committee, which shall be provided to the Chairman of the Board. 8. Promptly upon receipt of these Disclosures, the Chairman of the Audit Committee or, in the case of the Chairman of the Audit Committee's own Disclosure, the Chairman of the Board, shall review them and determine whether any raise issues of actual or potential conflicts under the Policy. Where he/she determines in his judgment that none exist, he/she shall note such finding on those Disclosures, and return them to the Assistant for filing. 9. If the Chairman of the Audit Committee determines that an actual or potential conflict may exist under the Policy, he or she will forward the Disclosure to the Chairman of the Board or, in the case of the Chairman of the Board's own Disclosure, to the Vice Chairman of the Board, for further review and a determination how to address such actual or potential conflict. 10. The Chairman of the Board and, if applicable, the Vice-Chairman of the Board, will review all Disclosures received from the Chairman of the Audit Committee, including the Audit Committee Chairman's own form, and document these reviews and actions taken in a report to Chairman of the Audit Committee. To the extent the question of an actual or potential conflict relates to the Chairman of the Audit Committee, the Chairman shall provide such report to the Vice-Chairman of the Board. He or she will inform the chairmen of committees of the Board of issues related to members of those committees as he judges appropriate. 11. Upon completion of all such reviews, the reviewers will return the Disclosures and all related documentation to the Assistant for filing. 12. The Assistant will maintain a list showing the status of Disclosures of all trustees, and make such list available to the Chairman of the Audit Committee.
Form 990, Part VI, Section B, Line 15
Joan Ruderman, President/Director of the MBL, received a salary comparable to the salary received by the former President/Director, approved by the Board. The former President/Director's salary was determined using an independent compensation consultant, compensation study, reviewing the Form 990 of other organizations and was approved by the board.
Form 990, Part VI, Section C, Line 19
The conflict of interest policy is available on the website. Financial statements are available upon request to the CFO.
Form 990, Part XI, Line 9
Add the $50,000,000 write up for fair value of assets due to the affiliation. Add back $3,171,103 for the interest rate swap, add back $638,409 for the post retirement change, add $40,527 for compensation expense reported on W-2s only. Deduct the PV annuities change of $17,903.
Form 990, Part XII, Line 2c
There is a committee of the Board responsible for overseeing the reliability and integrity of the Corporation's financial statements, enterprise risk management and compliance with regulatory requirements.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.