Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and 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 | |||||
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Total |
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Calendar year
(or fiscal year beginning in)
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(a) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 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 | ||||||
| 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) .. | ||||||
| 6 | Public support. Subtract line 5 from line 4. | ||||||
Calendar year
(or fiscal year beginning in)
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(a) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | ||||||
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | ||||||
| 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 | ||||||
Calendar year (or fiscal
year beginning in) ![]() |
(a) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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)
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(a) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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 on 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) |
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| 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) |
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| 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): |
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| 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 0.015 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 0.035 | 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 | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2023 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2023 |
(iii) Distributable Amount for 2023 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2023 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2023 (reasonable cause required-- explain in Part VI).
See instructions. |
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| 3 Excess distributions carryover, if any, to 2023: | ||||
| a From 2018....... | ||||
| b From 2019....... | ||||
| c From 2020....... | ||||
| d From 2021....... | ||||
| e From 2022....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2023 distributable amount | ||||
|
i
Carryover from 2018 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2023 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2023 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2023, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
6
Remaining underdistributions for 2023. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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7 Excess distributions carryover to 2024. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2019..... | ||||
| b Excess from 2020..... | ||||
| c Excess from 2021..... | ||||
| d Excess from 2022..... | ||||
| e Excess from 2023..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
|---|---|
| SCHEDULE A, PART I, LINE 9 | THE INSTITUTE IS AN AGRICULTURAL RESEARCH ORGANIZATION DIRECTLY ENGAGED IN THE ACTIVE CONDUCT OF AGRICULTURAL RESEARCH IN CONJUNCTION WITH A LAND GRANT COLLEGE OR UNIVERSITY. THE INSTITUTE HAS SATISFIED AN AGRICULTURAL RESEARCH ORGANIZATION'S MATHEMATICAL TEST BY DEVOTING MORE THAN HALF OF ITS ASSETS TO THE CONTINUOUS ACTIVE CONDUCT OF AGRICULTURAL RESEARCH. THE INSTITUTE USES 100% OF ITS ASSETS FOR THE CONTINUOUS ACTIVE CONDUCT OF AGRICULTURAL RESEARCH. |
| Software ID: | |
| Software Version: |
| Return Reference | Explanation |
|---|---|
| FORM 990, PART I, LINE 1 | THE INSTITUTE'S MISSION IS TO RESEARCH, DEVELOP, PRACTICE, AND DISSEMINATE SUSTAINABLE STRATEGIES AND TECHNIQUES FOR CONSERVING ECOSYSTEMS, AGRICULTURE, AND RURAL COMMUNITIES. THE INSTITUTE WILL ACHIEVE THIS MISSION BY USING ITS LIVESTOCK, LAND, SCALE, AND BIOLOGICAL DIVERSITY TO RESEARCH AND DEMONSTRATE HOW RANCHING OPERATIONS CAN MEET ECONOMIC AND PRODUCTION OBJECTIVES WHILE PROTECTING AND ENHANCING NATURAL RESOURCE AND CONSERVATION VALUES OF LARGE LANDSCAPES. IN A BROAD SENSE THIS CONCEPT CAN BE REFERRED TO AS ECOAGRICULTURE, AN EMERGING AREA OF SCIENTIFIC STUDY REGARDING HOW SUSTAINABLE AGRICULTURE AND RANCHING CAN BE CONDUCTED ACROSS DIVERSE LANDSCAPES WHILE MAINTAINING ECOSYSTEM SERVICES AND INTEGRITY, AND CONTRIBUTING TOWARDS SOLUTIONS FOR LOCAL AND GLOBAL ISSUES (E.G., CLIMATE CHANGE, NATIVE SPECIES AND HABITAT LOSS, ENVIRONMENTAL CONTAMINATION, WATER DEPLETION, FOOD PRODUCTION, AND RURAL ECONOMIES) RATHER THAN EXACERBATING THEM. THE INSTITUTE IS CLASSIFIED AS AN AGRICULTURAL RESEARCH ORGANIZATION AND, AS SUCH, IS PRIMARILY ENGAGED IN THE CONTINUOUS ACTIVE CONDUCT OF AGRICULTURAL RESEARCH IN CONJUNCTION WITH LAND GRANT COLLEGES OR UNIVERSITIES OR NON-LAND GRANT COLLEGES OF AGRICULTURE WITHIN THE MEANING OF SECTION 170(B)(1)(A)(IX) OF THE INTERNAL REVENUE CODE OF 1986. THE MISSION OF THE INSTITUTE, AS STATED IN ITS FORM 1023, IS TO RESEARCH, DEVELOP, PRACTICE AND DISSEMINATE SUSTAINABLE STRATEGIES AND TECHNIQUES FOR CONSERVING ECOSYSTEMS, AGRICULTURE, AND RURAL COMMUNITIES. THE INSTITUTE'S CURRENT AND PLANNED CHARITABLE ACTIVITIES INCLUDE SERVING AS A MODEL RESEARCH ORGANIZATION ADVANCING THE PRACTICE OF ECOAGRICULTURE AND CONSERVATION MANAGEMENT; CONDUCTING AND PROMOTING RESEARCH AND EDUCATION WITH RESPECT TO SUSTAINABLE LAND AND WATER USE; AND USING SCIENTIFIC RESEARCH AND INNOVATIVE MANAGEMENT TO UNDERSTAND AND IMPROVE THE PRODUCTIVITY OF RANGELANDS FOR WILDLIFE DIVERSITY, WATER CONSERVATION, AND LIVESTOCK HEALTH AND PRODUCTION. THESE ACTIVITIES WERE REPORTED AS INTENDED ACTIVITIES OF THE INSTITUTE ON ITS FORM 1023. IN FURTHERANCE OF ITS CHARITABLE MISSION AND ITS CHARITABLE ACTIVITY OF SERVING AS A MODEL RESEARCH ORGANIZATION ADVANCING THE PRACTICE OF ECOAGRICULTURE AND CONSERVATION MANAGEMENT, THE INSTITUTE HAS ADOPTED CERTAIN RULES IN ITS GOVERNING DOCUMENTS DESIGNED TO ENSURE THAT THE LAND OWNED BY THE INSTITUTE IS MANAGED IN AN ECOLOGICALLY-SENSITIVE MANNER (COLLECTIVELY THE "LAND MANAGEMENT RULES"). THE INSTITUTE HAS PARTNERED WITH THE NATURE CONSERVANCY, AN ORGANIZATION WITH EXTENSIVE CONSERVATION EXPERTISE THAT IS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND CLASSIFIED AS A PUBLIC CHARITY, TO SERVE AS A "CONSERVATION GUARDIAN." THE CONSERVATION GUARDIAN OVERSEES THE IMPLEMENTATION OF AND ADHERENCE TO THE LAND MANAGEMENT RULES AND PROVIDES ADVICE AND GUIDANCE TO THE INSTITUTE ON ITS CONSERVATION EFFORTS. THE LAND MANAGEMENT RULES REQUIRE THE INSTITUTE TO SATISFY CERTAIN CRITERIA, ADHERE TO CERTAIN PARAMETERS, AND/OR SEEK THE CONSENT OR APPROVAL OF THE CONSERVATION GUARDIAN BEFORE TAKING CERTAIN ACTIONS RELATING TO LAND OWNED BY THE INSTITUTE. FOR EXAMPLE, ALTERING NATURAL SURFACE WATER FLOWS OR CLEAR CUTTING A FOREST MAY REQUIRES THE CONSENT OF THE CONSERVATION GUARDIAN IF SUCH ACTIONS ARE REASONABLY ANTICIPATED TO HAVE CERTAIN ADVERSE ECOLOGICAL IMPACTS. |
| FORM 990, PART VI, SECTION A, LINE 1A | IN 2023, THE NINE MEMBERS OF THE BOARD OF DIRECTORS WERE R.E. TURNER, III, HIS FIVE CHILDREN, AND TWO OF HIS GRANDCHILDREN. WHILE R.E. TURNER, III IS A MEMBER OF THE BOARD OF DIRECTORS, THERE ARE SIX VOTES ELIGIBLE TO BE CAST BY THE BOARD OF DIRECTORS, REGARDLESS OF THE NUMBER OF DIRECTORS. R.E. TURNER, III IS ENTITLED TO ONE VOTE. THE FAMILY LINE OF EACH CHILD OF R.E. TURNER, III (EACH A "FAMILY LINE") IS ENTITLED TO ONE VOTE. THE VOTE OF EACH FAMILY LINE MAY BE CAST BY A MAJORITY OF THE DIRECTORS WHO ARE MEMBERS OF SUCH FAMILY LINE. R.E. TURNER, III'S GRANDCHILDREN WHO WERE DIRECTORS ARE MEMBERS OF THE SAME FAMILY LINE. ACCORDINGLY, THE VOTE OF ONE FAMILY LINE WAS EXERCISABLE BY MAJORITY VOTE AND THE VOTE OF THE OTHER FOUR FAMILY LINES WERE EXERCISABLE BY EACH CHILD OF R.E. TURNER, III. WHEN R.E. TURNER, III IS NO LONGER A MEMBER OF THE BOARD OF DIRECTORS, THERE WILL BE FIVE VOTES ELIGIBLE TO BE CAST BY THE BOARD OF DIRECTORS: ONE BY EACH FAMILY LINE. A MAJORITY OF THE MEMBERS OF EACH FAMILY LINE WILL CONTINUE TO HAVE AUTHORITY TO EXERCISE SUCH FAMILY LINE'S VOTE. R.E. TURNER, III'S SON, REED BEAUREGARD TURNER, HAS EXTENSIVE EXPERIENCE WITH THE MANAGEMENT AND OPERATIONS OF THE PROPERTIES THAT ARE EXPECTED TO BE CONTRIBUTED TO THE INSTITUTE. IN RECOGNITION OF THAT EXPERIENCE AND FOR REASONS OF EFFICIENCY AND ADMINISTRATIVE CONVENIENCE, REED BEAUREGARD TURNER HAS BEEN NAMED AS THE MANAGING DIRECTOR OF THE INSTITUTE. ADDITIONALLY, THE AUTHORITY TO MAKE CERTAIN DAY-TO-DAY DECISIONS HAS BEEN VESTED IN THE MANAGING DIRECTOR, PROVIDED THAT THE MANAGING DIRECTOR RECEIVES THE CONSENT OF EITHER R.E. TURNER, III, IF HE IS THEN SERVING AS A MEMBER OF THE BOARD OF DIRECTORS, OR AT LEAST ONE FAMILY LINE OF WHICH THE MANAGING DIRECTOR IS NOT A MEMBER. THESE DECISIONS INCLUDE (1) THE USE, MANAGEMENT, AND OPERATION OF THE PROPERTIES OWNED BY THE INSTITUTE, INCLUDING WITHOUT LIMITATION, BUDGET AND PERSONNEL DECISIONS, AND (2) THE IMPLEMENTATION OF THE LAND MANAGEMENT RULES (DISCUSSED IN THE BACKGROUND EXPLANATION ABOVE). ONLY MEMBERS OF THE BOARD OF DIRECTORS ARE ELIGIBLE TO SERVE AS MANAGING DIRECTOR. |
| FORM 990, PART VI, SECTION A, LINE 2 | LAURA SEYDEL AND J. RUTHERFORD SEYDEL II ARE SPOUSES AND THEIR CHILDREN ARE JOHN R. SEYDEL, III, L.E. SEYDEL AND FLORENCE VASSER SEYDEL. R.E. TURNER III'S CHILDREN ARE REED B. TURNER, RHETT L. TURNER, LAURA T. SEYDEL, SARA JEAN GARLINGTON & ROBERT E. TURNER IV. |
| FORM 990, PART VI, SECTION A, LINE 4 | BYLAWS. THE INSTITUTE AMENDED AND RESTATED ITS BYLAWS IN 2023, MAKING THE FOLLOWING SIGNIFICANT CHANGES: CHARITABLE PURPOSES. CONSISTENT WITH THE INSTITUTE'S CLASSIFICATION AS AN AGRICULTURAL RESEARCH ORGANIZATION AND WHAT WAS REPORTED ON THE INSTITUTE'S FORM 1023, A STATEMENT WAS ADDED ACKNOWLEDGING THAT THE INSTITUTE WILL BE PRIMARILY ENGAGED IN THE CONTINUOUS ACTIVE CONDUCT OF AGRICULTURAL RESEARCH IN CONJUNCTION WITH LAND GRANT COLLEGES OR UNIVERSITIES OR NON-LAND GRANT COLLEGES OF AGRICULTURE WITHIN THE MEANING OF SECTION 170(B)(1)(A)(IX) OF THE INTERNAL REVENUE CODE OF 1986. MISSION. THE INSTITUTE'S MISSION, TO RESEARCH, DEVELOP, PRACTICE AND DISSEMINATE SUSTAINABLE STRATEGIES AND TECHNIQUES FOR CONSERVING ECOSYSTEMS, AGRICULTURE, AND RURAL COMMUNITIES, IS NOW STATED IN THE BYLAWS. THE BYLAWS ALSO NOW INCLUDE A LIST OF ACTIVITIES THE INSTITUTE CONDUCTS OR PLANS TO CONDUCT IN FURTHERANCE OF ITS MISSION AND ITS CLASSIFICATION AS AN AGRICULTURAL RESEARCH ORGANIZATION, SOME OF WHICH ARE LISTED IN THE BACKGROUND EXPLANATION ABOVE. THE ACTIVITIES NOW INCLUDED IN THE BYLAWS WERE REPORTED AS INTENDED ACTIVITIES OF THE INSTITUTE ON ITS FORM 1023. LAND MANAGEMENT RULES AND ROLE OF CONSERVATION GUARDIAN. THE AMENDED AND RESTATED BYLAWS CONTAIN THE LAND MANAGEMENT RULES AND CREATE THE ROLE OF THE CONSERVATION GUARDIAN TO OVERSEE THE IMPLEMENTATION OF AND ADHERENCE TO THE LAND MANAGEMENT RULES. THE CONSERVATION GUARDIAN IS NOT A MEMBER OF THE BOARD OF DIRECTORS, BUT CERTAIN ACTIONS OF THE BOARD OF DIRECTORS MUST BE APPROVED BY THE CONSERVATION GUARDIAN. THE LAND MANAGEMENT RULES ARE DISCUSSED FURTHER IN THE BACKGROUND EXPLANATION ABOVE. THE NATURE CONSERVANCY, AN ORGANIZATION WITH EXTENSIVE CONSERVATION EXPERTISE THAT IS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND CLASSIFIED AS A PUBLIC CHARITY, IS CURRENTLY SERVING AS THE CONSERVATION GUARDIAN. INDEMNIFICATION. THE INSTITUTE IS NOW REQUIRED TO INDEMNIFY AND HOLD THE CONSERVATION GUARDIAN HARMLESS FOR CERTAIN CLAIMS AND EXPENSES INCURRED IN CONNECTION WITH ITS SERVICE AS CONSERVATION GUARDIAN. AUTHORITY OF R.E. TURNER, III. R.E. TURNER, III, IN HIS INDIVIDUAL CAPACITY, NOW HAS THE AUTHORITIES DESCRIBED ABOVE IN THE ANSWER TO PART VI, SECTION A, LINE 3. VOTING REQUIREMENTS. THE VOTING THRESHOLD FOR CERTAIN ACTIONS OF THE BOARD OF DIRECTORS HAS BEEN RAISED FROM A MAJORITY TO THE AFFIRMATIVE VOTE OF TWO-THIRDS (2/3) OF THE VOTES THEN ELIGIBLE TO BE CAST AS AN ACTION OF THE BOARD OF DIRECTORS AND, WITH RESPECT TO A CERTAIN SUBSET OF THOSE ACTIONS, THAT AFFIRMATIVE TWO-THIRDS (2/3) VOTE MUST INCLUDE THE AFFIRMATIVE VOTE OF R.E. TURNER, III IF HE IS THEN SERVING AS A MEMBER OF THE BOARD OF DIRECTORS. FOR EXAMPLE, TRANSFERS OF INTERESTS IN REAL PROPERTY, TRANSFERS OF MINERAL RIGHTS, TRANSFERS OF WATER RIGHTS, TRANSFERS OF NATURAL RESOURCE BENEFITS, THE GRANT OF A MORTGAGE, THE GRANT OF A CONSERVATION EASEMENT, THE PREVENTION OF THE AUTOMATIC RENEWAL OF THE CONSERVATION GUARDIAN'S TERM OF SERVICE, AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS, MERGER, AND DISSOLUTION ALL REQUIRE AN AFFIRMATIVE TWO-THIRDS (2/3) VOTE AND THAT AFFIRMATIVE TWO-THIRDS (2/3) VOTE MUST INCLUDE THE AFFIRMATIVE VOTE OF R.E. TURNER, III IF HE IS THEN SERVING AS A MEMBER OF THE BOARD OF DIRECTORS. MANAGING DIRECTOR. THE BYLAWS NOW PROVIDE FOR A "MANAGING DIRECTOR." ONLY MEMBERS OF THE BOARD OF DIRECTORS ARE ELIGIBLE TO SERVE AS MANAGING DIRECTOR. R.E. TURNER, III'S SON, REED BEAUREGARD TURNER, IS CURRENTLY SERVING AS THE INITIAL MANAGING DIRECTOR AND WILL SERVE UNTIL THE EARLIER TO OCCUR OF HIS DEATH, RESIGNATION, REMOVAL AS DIRECTOR, OR INCAPACITY. THE AUTHORITY OF THE MANAGING DIRECTOR IS DISCUSSED ABOVE IN THE ANSWER TO PART VI, SECTION A, LINE 1A. QUORUM REQUIREMENTS. TWO (2) VOTES ELIGIBLE TO BE CAST AS AN ACTION OF THE BOARD OF DIRECTORS (REDUCED FROM A MAJORITY OF THE VOTES ELIGIBLE TO BE CAST) NOW CONSTITUTES A QUORUM. IF A QUORUM IS PRESENT, THE VOTE OF A MAJORITY OF THE VOTES ELIGIBLE TO BE CAST CONSTITUTES THE ACTION OF THE BOARD OF DIRECTORS UNLESS A GREATER OR MORE SPECIFIC VOTE IS REQUIRED. DISSOLUTION. THE REQUIREMENT THAT THE INSTITUTE GRANT A QUALIFIED CONSERVATION EASEMENT OVER CERTAIN REAL PROPERTY IN CONNECTION WITH ITS DISSOLUTION WAS REMOVED. THE INSTITUTE MUST NOW SATISFY CERTAIN REQUIREMENTS BEFORE TRANSFERRING SUCH REAL PROPERTY, WHETHER IN THE CONTEXT OF DISSOLUTION OR OTHERWISE. GRANTING A QUALIFIED CONSERVATION EASEMENT OVER THE PROPERTY IS ONE METHOD OF SATISFYING SUCH REQUIREMENTS. AMENDMENTS. AMENDMENTS TO THE ARTICLES AND BYLAWS REQUIRE THE WRITTEN CONSENT OF THE CONSERVATION GUARDIAN OF THE INSTITUTE IF R.E. TURNER, III IS NOT THEN SERVING AS A MEMBER OF THE BOARD OF DIRECTORS. PREVIOUSLY, AMENDMENTS TO THE BYLAWS REQUIRED THE CONSENT OF THE THEN SERVING "CONSERVATION GUARDIAN" OF THE TURNER CONSERVATION TRUST (A SEPARATE PRIVATE OPERATING FOUNDATION CREATED BY R.E. TURNER, III), IF THE EFFECT OF SUCH AMENDMENT WAS TO MODIFY THE REQUIREMENT NOTED ABOVE RELATING TO THE GRANT OF QUALIFIED CONSERVATION EASEMENTS IN CONNECTION WITH DISSOLUTION. ARTICLES. THE INSTITUTE AMENDED AND RESTATED ITS ARTICLES OF INCORPORATION IN 2023, MAKING THE FOLLOWING SIGNIFICANT CHANGES: BOARD OF DIRECTORS. CONSISTENT WITH THE PROVISIONS OF THE AMENDED AND RESTATED BYLAWS, CERTAIN AUTHORITY WAS VESTED IN R.E. TURNER, III, INDIVIDUALLY. THIS AUTHORITY IS SUMMARIZED ABOVE IN "AUTHORITY OF R.E. TURNER, III." A REFERENCE WAS ADDED TO THE CREATION OF THE ROLE OF THE CONSERVATION GUARDIAN AND THE AUTHORITY GRANTED TO THE CONSERVATION GUARDIAN UNDER THE AMENDED AND RESTATED BYLAWS. THE AUTHORITY OF THE CONSERVATION GUARDIAN IS DESCRIBED ABOVE. DISSOLUTION. THE REQUIREMENT THAT THE INSTITUTE GRANT A QUALIFIED CONSERVATION EASEMENT OVER CERTAIN REAL PROPERTY IN CONNECTION WITH A DISSOLUTION WAS REMOVED. RULES RELATED TO THE DISSOLUTION OF THE INSTITUTE ARE NOW CONTAINED IN THE AMENDED AND RESTATED BYLAWS AND ARE SUMMARIZED ABOVE. AMENDMENTS. AS WITH THE BYLAWS, AMENDMENTS TO THE ARTICLES NOW REQUIRE THE WRITTEN CONSENT OF THE CONSERVATION GUARDIAN OF THE INSTITUTE IF R.E. TURNER, III IS NOT THEN SERVING AS A MEMBER OF THE BOARD OF DIRECTORS. PREVIOUSLY, AMENDMENTS TO THE ARTICLES REQUIRED THE CONSENT OF THE THEN SERVING "CONSERVATION GUARDIAN" OF THE TURNER CONSERVATION TRUST, IF THE EFFECT OF SUCH AMENDMENT WAS TO MODIFY THE REQUIREMENT NOTED ABOVE RELATING TO THE GRANT OF QUALIFIED CONSERVATION EASEMENTS IN CONNECTION WITH DISSOLUTION. |
| FORM 990, PART VI, SECTION A, LINE 7B | AS NOTED ABOVE, THE CONSERVATION GUARDIAN OVERSEES THE IMPLEMENTATION OF AND ADHERENCE TO THE LAND MANAGEMENT RULES AND PROVIDES ADVICE AND GUIDANCE TO THE INSTITUTE ON ITS CONSERVATION EFFORTS. CONSISTENT WITH THAT ROLE, THE CONSENT OF THE CONSERVATION GUARDIAN IS REQUIRED WHEN THE INSTITUTE TAKES CERTAIN ACTIONS TO ENSURE THAT THE ACTIONS OF THE INSTITUTE ARE IN COMPLIANCE WITH THE LAND MANAGEMENT RULES. IN ADDITION TO THE ACTIONS DESCRIBED ABOVE WHICH MAY REQUIRE CONSENT, SUCH AS ALTERING NATURAL SURFACE WATER FLOWS AND CLEAR CUTTING A FOREST, CERTAIN GOVERNANCE DECISIONS OF THE BOARD OF DIRECTORS ALSO REQUIRE THE CONSENT OF THE CONSERVATION GUARDIAN. REPRESENTATIVE EXAMPLES OF SUCH GOVERNANCE DECISIONS INCLUDE (1) MERGING THE INSTITUTE INTO ANOTHER ENTITY, (2) AMENDING THE INSTITUTE'S BYLAWS AND/OR ARTICLES OF INCORPORATION (BUT ONLY IF R.E. TURNER, III IS NOT THEN SERVING AS A MEMBER OF THE BOARD OF DIRECTORS), AND (3) TRANSFERRING A PROPERTY TO A THIRD PARTY (UNLESS THE PROPERTY IS SUBJECT TO A QUALIFIED CONSERVATION EASEMENT). |
| FORM 990, PART VI, SECTION B, LINE 11B | THE TREASURER/CHIEF FINANCIAL OFFICER CONDUCTED A FULL REVIEW OF THE FORM 990. ALL MEMBERS OF THE GOVERNING BODY RECEIVED A FINAL COPY OF THE FORM 990 VIA EMAIL AND WERE GIVEN A TWO WEEK PERIOD TO REVIEW AND PROVIDE COMMENTS AND QUESTIONS TO THE FORM 990 PRIOR TO BEING FILED WITH THE IRS. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE INSTITUTE'S BYLAWS REQUIRE THAT A COPY OF THE ORGANIZATION'S CONFLICT OF INTEREST POLICY, AS ADOPTED BY THE BOARD, BE FURNISHED TO EACH BOARD MEMBER, OFFICER, AND MEMBER OF A COMMITTEE. THE INSTITUTE PROHIBITS OFFICERS AND COMMITTEE MEMBERS FROM PARTICIPATING OR ENGAGING IN ANY ACTIVITY FOR WHICH A CONFLICT OF INTEREST EXISTS. OFFICERS AND COMMITTEE MEMBERS ALSO GIVE CONSIDERATION TO PERCEIVED CONFLICTS OF INTEREST. BOARD MEMBERS ARE RECUSED FROM DECISIONS OF THE BOARD IN WHICH A CONFLICT OF INTEREST EXISTS. BOARD MEMBERS ALSO GIVE CONSIDERATION TO PERCEIVED CONFLICTS OF INTEREST. BOARD MEMBERS, OFFICERS, AND COMMITTEE MEMBERS ARE REQUIRED TO DISCLOSE TO THE INSTITUTE ANY RELATED PARTY AND ANY REPORTABLE AFFILIATES THAT MAY APPLY FOR, OR OTHERWISE BE CONSIDERED BY THE INSTITUTE, FOR A GRANT OR OTHER FINANCIAL TRANSACTION. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE INSTITUTE DID NOT PAY COMPENSATION TO ANY OF ITS BOARD OF DIRECTORS, OFFICERS, OR KEY EMPLOYEES DURING 2023. HOWEVER, THE INSTITUTE'S BOARD OF DIRECTORS MAY RECEIVE REASONABLE COMPENSATION FOR THEIR SERVICES AS SUCH AS DETERMINED AND AUTHORIZED BY THE BOARD OF DIRECTORS, PROVIDED THAT EACH MEMBER OF THE BOARD OF DIRECTORS IS PROHIBITED FROM VOTING ON MATTERS RELATED TO HIS OR HER OWN COMPENSATION AS DIRECTOR. ANY COMPENSATION PAID TO THE MEMBERS OF THE BOARD OF DIRECTORS FOR THEIR SERVICES AS SUCH SHALL BE BASED UPON ATTENDANCE AT MEETINGS OF THE BOARD OF DIRECTORS. OFFICERS AND KEY EMPLOYEES MAY RECEIVE REASONABLE COMPENSATION FOR THEIR SERVICES AS SUCH AS DETERMINED AND AUTHORIZED BY THE BOARD OF DIRECTORS, PROVIDED THAT EACH MEMBER OF THE BOARD OF DIRECTORS IS PROHIBITED FROM VOTING ON MATTERS RELATED TO HIS OR HER OWN COMPENSATION AS AN OFFICER OR KEY EMPLOYEE. |
| FORM 990, PART VI, SECTION C, LINE 18 | AVAILABLE UPON REQUEST |
| FORM 990, PART VI, SECTION C, LINE 19 | THE INSTITUTE MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC BY PHONE OR EMAIL REQUEST. THE INSTITUTE'S WEBSITE IS HTTPS://TURNERECOAGRICULTURE.ORG/. |
| FORM 990, PART VI, SECTION A, LINE 3 | THE LAND MANAGEMENT RULES REQUIRE THE CONSERVATION GUARDIAN TO CONSENT TO CERTAIN ACTIVITIES THAT WILL OR MAY HAVE CERTAIN ADVERSE ECOLOGICAL EFFECTS. ACTIVITIES THAT MAY REQUIRE CONSENT INCLUDE ALTERING NATURAL SURFACE WATER FLOWS AND CLEAR CUTTING A FOREST. FURTHER, IF THE INSTITUTE VIOLATES THE LAND MANAGEMENT RULES AND SUCH VIOLATION RESULTS IN CERTAIN ECOLOGICAL HARMS, THE CONSERVATION GUARDIAN CAN REQUIRE THE INSTITUTE TO MITIGATE THE HARM AND/OR RESTORE THE AFFECTED AREA. R.E. TURNER, III, IN HIS INDIVIDUAL CAPACITY, HAS THE AUTHORITY TO (I) ENTER INTO AGREEMENTS WITH THE CONSERVATION GUARDIAN REGARDING THE IMPLEMENTATION OF THE LAND MANAGEMENT RULES AND/OR MODIFYING THE LAND MANAGEMENT RULES APPLICABLE TO ANY PARTICULAR PARCEL OF LAND, (II) IDENTIFY CERTAIN ANCILLARY PARCELS OF LAND THAT ARE NOT SUBJECT TO THE LAND MANAGEMENT RULES BECAUSE, WHILE THEY SUPPORT THE INSTITUTE'S CHARITABLE PURPOSES, THEY DO NOT REQUIRE CONSERVATION OVERSIGHT (FOR EXAMPLE, AN OFFICE BUILDING LOCATED IN AN URBAN SETTING), (III) REMOVE AND REPLACE THE CONSERVATION GUARDIAN, (IV) APPOINT A SUCCESSOR CONSERVATION GUARDIAN IN THE EVENT THE CONSERVATION GUARDIAN RESIGNS, AND (V) AMEND THE LIST OF ORGANIZATIONS PRE-APPROVED TO SERVE AS CONSERVATION GUARDIAN (CURRENTLY ALL ORGANIZATIONS DESCRIBED IN SECTION 170(H)(3)). WITH RESPECT TO THE AUTHORITY DESCRIBED IN (I), IT IS ANTICIPATED THAT ANY SUCH AGREEMENTS BETWEEN R.E. TURNER, III AND THE CONSERVATION GUARDIAN WILL BE ENTERED BEFORE THE PARCELS OF LAND THAT ARE SUBJECT TO SUCH AGREEMENTS ARE CONTRIBUTED TO THE INSTITUTE. SIMILARLY, IT IS ANTICIPATED THAT ANY PARCELS THAT SHALL NOT BE SUBJECT TO THE LAND MANAGEMENT RULES WILL BE SO IDENTIFIED BY R.E. TURNER, III PRIOR TO THE CONTRIBUTION OF SUCH PARCELS TO THE INSTITUTE. ACCORDINGLY, IT IS NOT ANTICIPATED THAT R.E. TURNER, III WILL EXERCISE THE AUTHORITIES DESCRIBED IN (I) AND (II) WITH RESPECT TO ANY PROPERTY ONCE IT IS OWNED BY THE INSTITUTE. BASED ON THE INSTRUCTIONS TO FORM 990, NEITHER THE AUTHORITY OF THE CONSERVATION GUARDIAN NOR THE AUTHORITY OF R.E. TURNER, III HELD IN HIS INDIVIDUAL CAPACITY APPEARS TO CONSTITUTE MANAGEMENT DUTIES CUSTOMARILY PERFORMED BY OR UNDER THE DIRECT SUPERVISION OF OFFICERS, DIRECTORS, TRUSTEES, OR KEY EMPLOYEES. |
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