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. Aligning with public health guidelines, the garden-conservatory museum was closed intermittently or open on a reduced guest-admission capacity, often during the busiest weeks of the year. These pandemic strictures reduced earned and contributed income that the community-anchoring organization depends on to fund its many programs. At the onset of the 2020 forced closings, phipps adopted a new productivity model that it maintained in 2021. Phipps leadership assigned essential staff to work at the conservatory on a rotating basis to ensure their safety, while other staff worked remotely from home on new and ongoing essential projects. To mitigate negative impacts on its constituencies, phipps did not reduce wages, or lay off or furlough any employees during the crisis; the organization committed to keeping all staff employed, engaged, and moving forward in their career development. The staff response was exceptional, rallying to help the organization and community through the crisis. All phipps staff began to return to onsite workspaces and routines in the summer of 2021. Maintaining staff has placed phipps in a stronger position as pandemic phases ebb and flow. Staff have moved many projects forward that would have been delayed and tackled other promising but unscheduled initiatives. These projects included future show and exhibit design and interpretation; new e-learning classes, programs and digital resources for remote learning and hybrid virtual/in-person models of education; completing the accreditation process with the american alliance of museums; updating and developing new departmental standard operating procedure manuals; reconciling donor, member and other databases; and staff career development activities that included continuing education credits and training online. The education department has continued online e-learning programs of new and existing classes in gardening, culinary arts, botanical art, and horticultural design, which now reach more people from across the region, state, and nation than when offered in-person. Staff continued to contact phipps' 17,000-plus member households with updates. Organization leadership also started planning how to adapt the on-site experience to a changed world of new opportunities. Phipps' successful productivity model has strengthened the organization, making it better able to serve the community with a committed and engaged staff who are equipped to meet further challenges and opportunities that may arise. Phipps took a regenerative approach to this issue and transformed it into an opportunity to strengthen the organization. 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 and fulfilling. 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. Two ppp loans totaling $2.2 million were later received and then converted to grants, strengthening the organization's cash position. This allowed phipps to finish the year in a stable financial position.”

“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.”