Rosenbach Museum and Library

“The sole member shall have the right to elect three members of the board.”

“The bylaws may be altered, amended or repealed only by the sole member; free library of philadelphia foundation.”

“A copy of the draft form 990 is emailed to all board members as a pdf as soon as it is completed, questions and comments are solicited during the board's meetings thereafter.”

“Conflicts of interest may arise in a variety of circumstances, including whenever a director, or any family member of a director, engages in any business transaction or other activity that would pose or appear to pose a conflict of interest with the rosenbach or that would be likely to affect adversely the confidence of the public in the integrity of the rosenbach. Whenever a director has or becomes aware of a matter that may involve a conflict of interest, the director shall promptly notify the chair of the board of the conflict or potential conflict. The chair of the board and the chair of the nominations and governance committee shall jointly determine, after considering all available facts, whether a potential conflict disclosed to them constitutes an actual conflict. They shall be entitled to consider the relative significance of the conflict and may consider the conflict to be de minimis or otherwise not requiring any additional action. A director shall not vote on, approve, or recommend any contract or transaction in which the director has an actual or potential conflict. If an actual or potential conflict has not yet been disclosed or resolved prior to a requested vote, approval or recommendation on the matter, the potentially conflicted director shall inform the person presiding at the meeting at which the action is being considered and shall leave the meeting during the discussion and vote. If the proposed action is pursuant to a unanimous written consent, the potentially conflicted director shall notify the board chair before taking any action in connection with such consent.”

“The board of directors, acting in tandem through its finance committee and its executive committee, sets the compensation level for the executive director annually. This is accomplished by considering 1) the director's performance as documented in an annual performance review, 2) salaries of individuals in similar positions, as documented by salary surveys received and/or purchased each year from the greater philadelphia cultural alliance, the association of art museum directors, the american association of museums, and forms 990 of other organizations, 3) the financial position of the museum itself. All of the members of these two committees are independent directors of the organization. For the compensation levels of key staff members, the same procedure is followed, but with the additional participation and recommendations of the executive director, based on his own performance reviews of those individuals.”

“The organization makes certain of its governing documents (articles of incorporation, by-laws, deed of trust) available to the public on request it does not make minutes of meetings of the board of trustees and its committees public, nor internal financial statements and projections. Similarly, the museum makes copies of its policy on conflicts of interest available to the public on request, but not those copies actually signed by board and staff members. Finally, the museum makes audited financials statements and forms 990 available by request (the forms 990 are also available on the websites of third-party organizations such as guidestar). In addition, the museum produces an annual report with summary financial information derived from the independent audit and a review of the activities the organization has undertaken in the preceding year. Annual reports are available through the museums website or can be mailed to those persons who request a printed copy.”

“Payroll filings, including forms w-2, for the rosenbach of the free library employees are handled by a related party, free library of philadelphia foundation. The rosenbach of the free library reimburses the free library of philadelphia foundation for the costs associated with these filings.”

“Consulting: program service expenses 189,353. Management and general expenses 115,144. Fundraising expenses 6,425. Total expenses 310,922.”