Artstor Inc

“Review process: the form 990 is reviewed by the audit committee and it approves release to the entire board for an opportunity to review prior to the electronic filing of the form.”

“Conflict of interest policy: artstor complies with the conflict of interest policy of ithaka harbors, inc. As it applies to its governing board, corporate officers, key employees and to certain staff members. All persons are required to disclose all conflicts of interest promptly and annually via a written disclosure process. The governing board's audit committee is charged with reviewing conflict of interest disclosures and associated policies and procedures; in each case a determination is made and documented.”

“Compensation policy: the compensation committee of the board of trustees of ithaka harbors, inc. Conducts an annual review of officer and non-officer compensation. As part of this review, the committee references available market data for comparable positions and internal equity considerations, and it utilizes an analysis of officer and non-officer salaries prepared by independent external sources using industry benchmarking data. The annual review process covers all officers and other staff. Compensation decisions for officers are proposed by the compensation committee of ithaka, then reviewed and approved by ithaka's full board of trustees. Compensation decisions for non-officer employees are approved by the compensation committee of ithaka. During 2018, artstor had no employees.”

“Artstor's form 990 and annual financial statements are available upon request; other governing documents are not open for public inspection.”

“Each member of the board of trustees, except the president, is entitled to a stipend for services provided as a member of the governing body of ithaka harbors, inc. No payments exceeded the reporting threshold of $10,000 from the related organization; accordingly these board members are deemed independent for reporting purposes on form 990, part 1, line 4 and part vi, section a, line 1b.”

“In October 2018, ITHAKA's Board of Trustees elected to merge Artstor with and into ITHAKA effective December 31, 2018. SEE DISCUSSION BELOW OF THE MERGER IN RESPONSE TO FORM 990, PART VI, QUESTIONS 6 AND 7A, AS WELL AS FORM 990, SCHEDULE N.”

“ORGANIZATIONAL HISTORY: In December 2002, ARTstor Inc. ("Artstor") was organized in Delaware as a nonprofit corporation operated exclusively for charitable, educational, and scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code (the "Code") and as a supporting organization of JSTOR, now Ithaka Harbors, Inc., under section 509(a)(3). In July 2003, Artstor was approved by the Internal Revenue Service ("IRS") as exempt from federal income tax under section 501(a) of the Code; however, Artstor would remain a supporting organization to Ithaka Harbors, Inc. through December 31, 2006. Effective January 1, 2007, Artstor petitioned the IRS to change its tax classification from a supporting organization to a private operating foundation, as part of the process for becoming an independent public charity. In February 2007, the IRS ruled and notified Artstor of its public charity status under section 509(a)(1) of the Code, INDEPENDENT FROM ITHAKA HARBORS INC. ("ITHAKA") IN JANUARY 2016, THE RESPECTIVE BOARDS OF ARTSTOR AND ITHAKA AGREED TO A STRATEGIC ALLIANCE WHICH PROVIDED A CHANGE IN THE GOVERNING STRUCTURE OF ARTSTOR. ARTSTOR AMENDED AND RESTATED ITS CERTIFICATE OF INCORPORATION AND BY-LAWS TO INCLUDE A MEMBERSHIP PROVISION WHEREBY ITHAKA BECAME THE SOLE CORPORATE MEMBER OF ARTSTOR. ACCORDINGLY, ARTSTOR BECAME A WHOLLY-CONTROLLED ENTITY OF ITHAKA. ARTSTOR WAS TO REMAIN A PUBLIC CHARITY UNDER THE CODE, WITH MANAGEMENT AND FINANCIAL RESPONSIBILITIES ASSUMED BY ITHAKA, INCLUDING THE AUTHORITY TO APPOINT THE BOARD OF TRUSTEES AND OFFICERS OF ARTSTOR. ARTSTORS EXISTING PRODUCTS AND SERVICES CONTINUED TO BE MADE AVAILABLE TO BOTH CURRENT AND NEW SUBSCRIBERS. STRATEGIC ALLIANCE: AS PART OF THE TRANSITION, ITHAKA FURTHER AGREED TO DEVELOP AND STRENGTHEN THE OPERATIONS AND PROGRAMMING OF ARTSTOR, TO SUPPORT THE COMMUNITIES THAT ARTSTOR SERVES, AND TO CONTINUE TO OFFER THE ARTSTOR DIGITAL LIBRARY IN ITS PRESENT OR ENHANCED FORM. ITHAKA SECURED A RESTRICTED GRANT TO SUPPORT THE TRANSITION AND INTEGRATION OF THE TWO ORGANIZATIONS IN THE AMOUNT OF $2,995,000, $2,385,000 OF WHICH ARTSTOR RECOGNIZED AS A GRANT WITHOUT DONOR RESTRICTIONS TO COVER COSTS RELATED TO THE TRANSITION. ADDITIONALLY, ITHAKA IMMEDIATELY ASSUMED FINANCIAL RESPONSIBILITY FOR ARTSTORS OPERATIONS. IN ORDER TO PROVIDE A MORE INTEGRATED APPROACH TO SUPPORT THE ACTIVITIES OF ARTSTOR, EFFECTIVE JANUARY 1, 2017 (i) ALL EMPLOYEES OF ARTSTOR WERE TRANSITIONED TO ITHAKA HARBORS INC., (ii) THE ARTSTOR RETIREMENT PLAN WAS MERGED WITH THE ITHAKA 403 (B) RETIREMENT PLAN, AND (iii) THE SECTION 457 (B) DEFERRED-COMPENSATION PLAN FOR ELIGIBLE EMPLOYEES WAS SUBSUMED BY ITHAKA HARBORS INC. DURING 2018, ARTSTOR CONTINUED TO REMAIN ITS OWN LEGAL ENTITY AND OPERATE CONTRACTUALLY WITH KEY LEGACY VENDORS FOR OFFICE SPACE, ASSETS PURCHASED, LEASED EQUIPMENT, ETC. IN OCTOBER 2018, ITHAKAS BOARD OF TRUSTEES ELECTED TO MERGE ARTSTOR WITH AND INTO ITHAKA EFFECTIVE DECEMBER 31, 2018. AS A RESULT OF THE MERGER, ARTSTOR REPORTED ON ITS STATEMENT OF ACTIVITIES FOR 2018 A DEFICIT IN NET ASSETS ASSUMED BY ITHAKA OF $2,113,713 (SEE FORM 990, SCHEDULE N FOR FURTHER DETAILS).”

“Other changes in net assets represent the following: detail of net assets assumed by ithaka harbors, inc. Through the merger with artstor: cash and cash equivalents $ 4,498,549 accounts receivable and other assets 604,444 property and equipment 278,371 accounts payable and accrued expenses (1,934,246) deferred revenue (5,540,231) customer deposits ( 20,600) __________ total net assets assumed $(2,113,713) write off of uncollectible fees receivable 44,505 __________ total other changes in net assets $(2,069,208) ==========”