Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
|
Total |
||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | 6,746,510 | 9,996,423 | 6,841,119 | 7,742,739 | 7,888,407 | 39,215,198 |
| 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 | 6,746,510 | 9,996,423 | 6,841,119 | 7,742,739 | 7,888,407 | 39,215,198 |
| 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).. | 1,548,647 | |||||
| 6 | Public support. Subtract line 5 from line 4. | 37,666,551 | |||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | 6,746,510 | 9,996,423 | 6,841,119 | 7,742,739 | 7,888,407 | 39,215,198 |
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | 256,254 | 266,507 | 293,562 | 315,582 | 343,090 | 1,474,995 |
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10 | 41,078,377 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (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) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (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 VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
|||||
| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by .035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | ||
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
||
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | ||
| 4 Amounts paid to acquire exempt-use assets | ||
| 5 Qualified set-aside amounts (prior IRS approval required) | ||
| 6 Other distributions (describe in Part VI). See instructions | ||
| 7Total annual distributions. Add lines 1 through 6. | ||
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
||
| 9 Distributable amount for 2018 from Section C, line 6 | ||
| 10 Line 8 amount divided by Line 9 amount | ||
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2018 |
(iii) Distributable Amount for 2018 |
|
|---|---|---|---|---|
|
1
Distributable amount for 2018 from Section C, line 6 |
||||
|
2
Underdistributions, if any, for years prior to 2018 (reasonable cause required-- explain in Part VI). See instructions. |
||||
| 3 Excess distributions carryover, if any, to 2018: | ||||
| a From 2013....... | ||||
| b From 2014....... | ||||
| c From 2015....... | ||||
| d From 2016....... | ||||
| e From 2017....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2018 distributable amount | ||||
|
i
Carryover from 2013 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2018 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2018 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2018, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
6
Remaining underdistributions for 2018. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
7 Excess distributions carryover to 2019. Add lines 3j and 4c. |
||||
| 8 Breakdown of line 7: | ||||
| a Excess from 2014...... | ||||
| b Excess from 2015..... | ||||
| c Excess from 2016..... | ||||
| d Excess from 2017..... | ||||
| e Excess from 2018..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|
| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 4 | THE FOLLOWING CHANGES HAVE BEEN MADE TO THE BYLAWS ON NOVEMBER 5, 2018 - ARTICLE THIRD HAS BEEN MODIFIED TO DESCRIBE THE INDEPENDENCE OF, BUT ALSO THE COOPERATIVE RELATIONSHIP BETWEEN, THE ZOO SOCIETY AND THE CLEVELAND METROPARKS ZOO. - ARTICLE FOURTH OF THE AMENDED AND RESTATED ARTICLES CLARIFIES THAT THE ZOO SOCIETY HAS NO "MEMBERS" AS A SEPARATE GOVERNING BODY OF THE ZOO SOCIETY. THE PROPOSED AMENDED AND RESTATED CODE OF REGULATIONS MAKES CLEAR THAT THE DIRECTORS OF THE ZOO SOCIETY ARE ITS ONLY GOVERNING BODY AND THE DIRECTORS WILL PERFORM ALL THE FUNCTIONS OF THE MEMBERS. - ARTICLE FIFTH HAS BEEN REVISED TO PROVIDE FOR A HIGHER THRESHOLD VOTE FOR APPROVAL OF THE LIQUIDATION AND DISSOLUTION OF THE ZOO SOCIETY, NOW REQUIRING A MAJORITY OF ALL THE ZOO SOCIETY'S DIRECTORS RATHER THAN A MAJORITY OF WHOMEVER ATTENDS A DIRECTOR MEETING (AS PROVIDED IN THE EXISTING ARTICLES). ARTICLE FIFTH ALSO MODIFIES THE CURRENT LIQUIDATION AND DISSOLUTION CLAUSE TO INCLUDE SOME FEDERAL TAX-MANDATED LANGUAGE. - ARTICLE SIXTH HAS BEEN REVISED TO PROVIDE FOR A HIGHER THRESHOLD VOTE FOR APPROVAL OF AMENDING THE ZOO SOCIETY'S ARTICLES OF INCORPORATION, NOW REQUIRING A MAJORITY OF ALL THE ZOO SOCIETY'S DIRECTORS RATHER THAN A MAJORITY OF WHOMEVER ATTENDS A DIRECTOR MEETING (AS PROVIDED IN THE EXISTING ARTICLES). - A NEW PROVISION HAS BEEN ADDED TO STATE THAT THE ZOO SOCIETY WILL HAVE NO MEMBERS AND THE BOARD OF DIRECTORS SHALL EXERCISE ALL THE RIGHTS AND PRIVILEGES ASSIGNED TO THE MEMBERS UNDER OHIO LAW. - THE STATEMENT OF THE NUMBER OF DIRECTORS OF THE ZOO SOCIETY HAS BEEN MODIFIED TO PROVIDE THAT THE ZOO SOCIETY WILL HAVE "SUCH NUMBER [OF DIRECTORS] AS THE BOARD MAY DETERMINE FROM TIME TO TIME BUT NO LESS THAN THREE (3)" RATHER THAN PROVIDING FOR A SPECIFIC NUMBER OR RANGE. - THE TERM LIMITS HAVE BEEN REVISED TO PROVIDE THAT A DIRECTOR MAY SERVE FOR THREE CONSECUTIVE THREE-YEAR TERMS RATHER THAN THE EXISTING LIMITATION OF FOUR CONSECUTIVE THREE-YEAR TERMS, WHICH IS ON THE LONG SIDE OF CUSTOMARY. GRANDFATHER PROVISIONS ARE INCLUDED FOR EXISTING DIRECTORS OF THE ZOO WHO HAVE SERVED MORE THAN THREE CONSECUTIVE THREE-YEAR TERMS. - A NEW PROVISION IS ADDED TO MAKE CLEAR THAT THE FAILURE OF THE BOARD TO FILL A VACANT DIRECTOR POSITION WILL NOT RENDER INVALID ANY ACTION TAKEN BY A BOARD COMPRISED OF FEWER DIRECTORS THAN THE NUMBER FIXED BY THE BOARD. - A NEW SECTION IS ADDED TO THE AMENDED AND RESTATED CODE OF REGULATIONS TO CONSOLIDATE ALL THE PROVISIONS GOVERNING THE VARIOUS CATEGORIES OF EX OFFICIO DIRECTORS. THIS SECTION PROVIDES WHETHER A PARTICULAR CATEGORY OF EX OFFICIO DIRECTOR HAS A RIGHT TO VOTE AND IS COUNTED FOR QUORUM PURPOSES. IT ALSO CLARIFIES THAT WHEN AN INDIVIDUAL CEASES TO SERVE IN THE POSITION THROUGH WHICH HE OR SHE IS DESIGNATED AS A DIRECTOR OF THE ZOO SOCIETY, HE OR SHE SHALL AUTOMATICALLY SHALL CEASE TO SERVE AS AN EX OFFICIO DIRECTOR OF THE ZOO SOCIETY. - THIS SECTION CONSOLIDATES THE PROVISIONS RESPECTING LIFE DIRECTORS. IT ALSO PROVIDES A MECHANISM BY WHICH AN EXISTING LIFE DIRECTOR, AS DEFINED IN THE REGULATIONS, CAN RETAIN THE RIGHT TO VOTE AND BE COUNTED FOR QUORUM PURPOSES AND CLARIFIES THAT, EXCEPT FOR EXISTING LIFE DIRECTORS WHO SO ELECT, LIFE DIRECTORS SHALL NOT BE COUNTED FOR VOTING AND QUORUM PURPOSES. - THE AMENDED AND RESTATED CODE OF REGULATIONS INCORPORATES A BIFURCATED APPROACH TO VOTING ON DIRECTOR ACTIONS. SIGNIFICANT MATTERS SUCH AS APPROVING THE LIQUIDATION AND DISSOLUTION OF THE ZOO SOCIETY, THE AMENDMENT OF THE ZOO SOCIETY'S ORGANIZATIONAL DOCUMENTS, AND THE SALE OF SUBSTANTIALLY ALL ITS ASSETS, REQUIRE A HIGHER THRESHOLD MINIMUM VOTE (I.E., A MAJORITY OF ALL THE DIRECTORS) WHILE THE APPROVAL OF ROUTINE MATTERS REQUIRES THE VOTE OF ONLY A MAJORITY OF THE DIRECTORS PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT. - THE MEMBERSHIP AND THE POWER OF THE ZOO SOCIETY'S EXECUTIVE COMMITTEE ARE CLARIFIED. - OTHER STANDING COMMITTEES ARE NOW DELINEATED IN THE AMENDED AND RESTATED CODE OF REGULATIONS. - THE TERMS OF THE OFFICERS OF THE ZOO SOCIETY ARE FIXED AT TWO YEARS, AND TERM LIMITS FOR OFFICERS ARE SET AS TWO CONSECUTIVE TWO-YEAR TERMS. - THE PROVISIONS RESPECTING THE EXECUTIVE DIRECTOR AND HIS OR HER AUTHORITY ARE SPELLED OUT IN MORE DETAIL. - THE AMENDED AND RESTATED CODE OF REGULATIONS PROVIDES FOR THE OBLIGATION OF THE ZOO SOCIETY TO INDEMNIFY DIRECTORS AND UNCOMPENSATED OFFICERS, BUT IT ALSO PROVIDES THAT THE ZOO SOCIETY OPTS OUT OF OHIO LAW'S OTHERWISE APPLICABLE MANDATORY INDEMNIFICATION OF OTHER VOLUNTEERS. UNDER THE ZOO SOCIETY'S EXISTING GOVERNING DOCUMENTS, A DEFAULT PROVISION IN THE OHIO NONPROFIT CORPORATION LAW IS TRIGGERED REQUIRING THE ZOO SOCIETY TO INDEMNIFY ANY VOLUNTEER FOR EXPENSES INCURRED BY THAT VOLUNTEER IN DEFENDING AN ACTION BROUGHT AGAINST HIM/HER IN HIS/HER CAPACITY AS A VOLUNTEER OF THE ZOO SOCIETY. THE TERM "VOLUNTEER" IS NOT WELL-DEFINED IN THE OHIO NONPROFIT CORPORATION LAW, AND OPTING OUT OF THE MANDATORY INDEMNIFICATION (WHICH IS PERMISSIBLE UNDER OHIO LAW) AVOIDS REQUIRED INDEMNIFICATION OF UNINTENDED PARTIES. THE ZOO SOCIETY KNOWS WHO ITS DIRECTORS AND UNCOMPENSATED OFFICERS ARE, BUT UNINTENDED PERSONS CAN CLAIM TO BE THE ZOO SOCIETY'S VOLUNTEERS. ALTHOUGH THE ZOO SOCIETY OPTS OUT OF THE MANDATORY INDEMNIFICATION OF VOLUNTEERS UNDER THE AMENDED AND RESTATED CODE OF REGULATIONS, THE BOARD OF DIRECTORS OF THE ZOO SOCIETY MAY STILL MAKE THE DECISION TO INDEMNIFY A VOLUNTEER IN AN APPROPRIATE CASE. - THROUGHOUT THE CODE OF REGULATIONS, PROVISIONS WERE UPDATED TO INCORPORATE FEDERAL TAX LAW REQUIREMENTS AND TO INCORPORATE CHANGES OR MODIFICATIONS OF THE OHIO NONPROFIT CORPORATION LAW (INCLUDING REFERRING TO THE FORMER "TRUSTEES" AS "DIRECTORS" UNDER THE AMENDED AND RESTATED ARTICLES OF INCORPORATION AND THE AMENDED AND RESTATED CODE OF REGULATIONS). |
| FORM 990, PART VI, SECTION B, LINE 11B | THE FORM 990 IS REVIEWED BY THE AUDIT COMMITTEE, AS WELL AS THE EXECUTIVE DIRECTOR, PRIOR TO BEING FILED WITH THE IRS AND THE BOARD IS NOTIFIED AND PROVIDED WITH AN ELECTRONIC COPY OF THE REPORT PRIOR TO FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | EACH DIRECTOR IS REQUIRED TO SIGN THE ORGANIZATION'S CONFLICT OF INTEREST STATEMENT ANNUALLY. IF AND WHEN POTENTIAL CONFLICT ARISES, THE DIRECTOR IS EXPECTED TO EXCUSE HIM OR HERSELF FROM ANY DISCUSSIONS, DECISIONS OR VOTES. THERE IS NO HISTORY OF REQUIRED ENFORCEMENT OF THE POLICY. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE HUMAN RESOURCES COMMITTEE, A SUBSET OF THE EXECUTIVE COMMITTEE, REVIEWS AND APPROVES THE SALARY AND INCENTIVE AWARDS FOR THE EXECUTIVE DIRECTOR AND MEMBERS OF THE MANAGEMENT TEAM TO ENSURE REASONABLE COMPENSATION AND TO OPERATE IN COMPLIANCE WITH IRS INTERMEDIATE SANCTIONS GUIDELINES. THE HUMAN RESOURCES COMMITTEE USES NONPROFIT INDUSTRY SURVEYS FOR COMPARABILITY DATA, INCLUDING GUIDESTAR, OHIO ASSOCIATION OF NONPROFIT ORGANIZATIONS, AND THE ASSOCIATION OF ZOOS AND AQUARIUMS; AND SURVEYS THE DIRECTORS OF THE EXECUTIVE COMMITTEE FOR THE PURPOSE OF EVALUATING THE EXECUTIVE DIRECTOR'S PERFORMANCE. THE HUMAN RESOURCES COMMITTEE ADDITIONALLY SERVES AS A RESOURCE FOR THE EXECUTIVE DIRECTOR IN PAYROLL PLANNING FOR THE ENTIRE STAFF, PER A TIERED SYSTEM ESTABLISHED TO ASSIST IN ATTRACTING AND RETAINING HIGH-QUALITY EMPLOYEES. THE CLEVELAND ZOOLOGICAL SOCIETY BUDGET IS RECOMMENDED FOR APPROVAL BY THE FINANCE COMMITTEE TO THE EXECUTIVE COMMITTEE OR TO THE FULL BOARD. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. |
| FORM 990, PART XI, LINE 9: | CHANGE IN VALUE OF SPLIT-INTEREST AGREEMENTS -108,152. |
| FORM 990, PART XII, LINE 2C: | THE AUDIT COMMITTEE MEETS WITH THE INDEPENDENT AUDIT FIRM AND ZOO SOCIETY MANAGEMENT IN THE FALL OF EACH YEAR TO REVIEW ANY MAJOR NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY CHANGES AND TO PLAN FOR THE UPCOMING AUDIT. FIELDWORK IS SCHEDULED AT THAT TIME. ONCE THE FIELDWORK IS COMPLETE, A DRAFT REPORT IS CIRCULATED TO THE AUDIT AND EXECUTIVE COMMITTEES PRIOR TO THE AUDIT COMMITTEE MEETING. AT SAID MEETING, THE AUDIT FIRM REVIEWS THE REPORT, THEN STAFF IS EXCUSED, FOLLOWED BY THE AUDIT FIRM. THE AUDIT COMMITTEE DETERMINES WHETHER THE REPORT WILL BE ACCEPTED AND MAKES A RECOMMENDATION TO THE EXECUTIVE COMMITTEE OR TO THE FULL BOARD TO BE RECEIVED AT ITS NEXT MEETING. THE AUDIT COMMITTEE DECIDES WHETHER OR NOT TO RETAIN THE FIRM FOR THE NEXT CYCLE AT THE AUDIT REVIEW MEETING. |
| PART I, LINE 3, COL (F): | INCLUDED IN SCHEDULE F IS A PASSTHROUGH AMOUNT OF $55,340. |
| Software ID: | |
| Software Version: |