Phipps Conservatory and Botanical Gardens Inc

“During the intervals between meetings of the board, the executive committee may exercise all the authority of the board in the management of the property, business and affairs of the corporation, except that the executive committee shall have no power or authority as to the following: (i) the filling of vacancies on the board, (ii) the filling of vacancies on the executive, audit, finance, trusteeship, development and compensation committees, (iii) the adoption, amendment or repeal of the bylaws, (iv) the amendment or repeal of any resolution of the board. Significant actions of the executive committee shall be reported at the next meeting of the board. Meetings of the executive committee may be called, and shall be chaired, by the chairman of the board, or in his absence, the vice chairman of the board.”

“The form 990 is completed by an independent public accounting firm and is reviewed and approved by the audit committee. A copy of the form 990 is provided to the board of trustees prior to filing with the internal revenue service.”

“On a yearly basis, all members of the board of trustees are provided the phipps conflict of interest policy and the related procedures. They are then required to complete the conflict of interest disclosure statement identifying any potential conflicts, identifying any other boards they may be a member of, and identifying their employer. The trusteeship committee of the board of trustees is the group responsibile for assuring that every disclosure statement is returned. Trustees that have a conflict are asked to voice their affiliations in committee and full board meetings where a decision related to that affiliation via vote will be made. Once voiced, the trustee abstains from voting on the decision.”

“The compensation of the president and ceo is determined each year by the compensation committee of the board of trustees. This process has been in place since 1993 when phipps became a tax-exempt organization. The compensation of the departmental directors is determined by the president and ceo and discussed with the chairperson of the board of trustees. A salary survey was conducted in 2022 by an external firm that analyzed salaries of all employees. The overall raise percentages are approved and discussed as part of phipps' yearly budgeting process. The budget itself is then approved by the board of trustees before implementation. All final decisions related to salary adjustments are recorded in hr files.”

“Phipps makes all governing documents, conflict of interest policy, and financial statements available for public viewing. Any person interested in this information can contact the cfo in advance to make arrangements to view the information on site, or if appropriate, the information can be mailed or e-mailed to the individual for review. See contact information in part vi, section c, item 20.”

“Facility repairs & maintenance: program service expenses 595,938. Management and general expenses 0. Fundraising expenses 0. Total expenses 595,938. Security: program service expenses 388,848. Management and general expenses 0. Fundraising expenses 0. Total expenses 388,848. Housekeeping services: program service expenses 282,324. Management and general expenses 0. Fundraising expenses 0. Total expenses 282,324. Valet services: program service expenses 0. Management and general expenses 0. Fundraising expenses 15,270. Total expenses 15,270. Instructors and performers: program service expenses 94,561. Management and general expenses 0. Fundraising expenses 0. Total expenses 94,561. Recruiting services: program service expenses 31,496. Management and general expenses 0. Fundraising expenses 0. Total expenses 31,496. Consulting: program service expenses 37,479. Management and general expenses 0. Fundraising expenses 0. Total expenses 37,479. Unemployment insurance services: program service expenses 15,750. Management and general expenses 0. Fundraising expenses 0. Total expenses 15,750. All other services: program service expenses 315,999. Management and general expenses 0. Fundraising expenses 18,446. Total expenses 334,445.”

“Shared services -344,194.”

“The audit committee of the board of trustees assumes the responsibility for oversight of the audit of the financial statements. The audit committee meets twice a year with the external independent auditors to review the audited financial statements. After review by the audit committee, the audited financial statements are provided to the full board of trustees for final approval and publication. In addition, each year, the audit committee discusses the selection of the independent external accountants. The committee makes a recommendation to continue with the current auditors or to bid out the process to the full board of trustees who then vote on the final recommendation.”