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.”

“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 non-profit. In fiscal year 2015, the compensation committee employed an external firm to perform benchmarking analysis regarding both the salaries of the president and ceo and the departmental directors. The compensation of the departmental directors is determined by the president and ceo and discussed with the chairperson of the board of trustees. 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.”

“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.”

“Covid-19 pandemic: like many organizations, phipps was significantly impacted by the covid-19 pandemic. The conservatory was closed entirely for two and a half months from march to june and again in december during the busiest weeks of the year. These closures combined with attendance restrictions throughout the pandemic greatly reduced earned and contributed income that the organization depends upon to fund its many programs. At the outset of the forced closing, phipps adopted a new model to maintain productivity. Phipps leadership assigned essential staff to work at the conservatory on a rotating basis and in a way to ensure their safety, while other staff worked from home on new and ongoing important projects. Crucially, phipps did not reduce wages, or lay off or furlough any employees during the crisis; the organization was committed to keeping all staff employed and engaged. The staff was exceptional in responding to this crisis, rallying to help the organization make it through. Maintaining staff placed phipps in a better and stronger position as the pandemic continued; staff worked on moving ahead with many projects that would have occurred later in the year and started tackling efforts that had been on the backburner. Projects included future show and exhibit design; new class and program design to address remote learning and hybrid remote/in-person models of education; completing an aam accreditation application; updating and developing new standard operating procedure (sop) manuals; reconciling donor and member databases; and even activities such as completing required continuing education credits and training online. The education department launched an online educational program with virtual versions of new and existing classes in gardening, culinary arts, botanical art, and horticultural design which now reach more people than phipps' in-person classes ever have before. Staff called each of phipps' 19,500-plus member households individually to check in on them and let them know their memberships would extend for the full length of the closures. Other staff made masks for on-site workers in the early days when ppe supplies were scarce. Organization leadership also started working on plans for how to adapt the on-site experience to a changed world. When governor wolf permitted reopening in june, phipps opened on the first day of the green phase and hit the ground running with a committed and engaged staff. In addition to that, by having staff work on important projects during the closure, the organization was further ahead in many structural and operational areas than before the pandemic. Phipps took a regenerative approach to this issue and transformed it into an opportunity to make the organization stronger. In regenerative thinking, when activating and restraining forces meet, conventional thinking views this as a conflict and responds with compromise, which results in mutual loss. Instead, phipps used that tension to reconcile those forces and create something new. To approach this as a conflict could have resulted in losses, shuttered programs, and staff layoffs; phipps' recognition of the opportunity to retool the organization allowed all staff to reach a higher potential and focus on work that made the organization stronger and more resilient for the future. Phipps was in a strong financial position going into the pandemic and was able to cut expenses and use reserves to survive the first few months. A ppp loan of $1,188,900 , which was later converted to a grant, strengthened the organization's cash position. This allowed phipps to finish the year in a stable financial position, and maintaining all staff left the organization in a better operational position than before the pandemic started.”

“Professional fees: program service expenses 894,322. Management and general expenses 0. Fundraising expenses 28,620. Total expenses 922,942. Security: program service expenses 240,166. Management and general expenses 0. Fundraising expenses 0. Total expenses 240,166. Temporary labor: program service expenses 168,099. Management and general expenses 0. Fundraising expenses 0. Total expenses 168,099. Outsourced it: program service expenses 154,112. Management and general expenses 0. Fundraising expenses 0. Total expenses 154,112.”

“The audit committee of the board of trustees assumes the responsibility for oversight of the audit of the financial statements. The audit committee meets at least once a year to review the financial status of phipps and also meets as a committee 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.”