Walker Art Center

“Per walker art center's bylaws, the executive committee shall have the authority of the board of trustees in the management of the business of this corporation in the interval between meetings of the board of trustees.”

“A maximum of 20 walker family members may be appointed to the board of trustees. In 2024-2025 there were four family members appointed, as indicated in part vii - ann cadwalader, jean k. Walker lowell, lance walker, carolyn walker.”

“Form 990 is prepared by an independent accounting firm utilizing information provided by walker's staff and board. The audit committee reviews the draft return and approves the 990. A draft of form 990 is distributed to the board prior to submission to the internal revenue service.”

“The conflict of interest policy is designed to help trustees, officers, and employees (each a "responsible person") of walker art center (the "corporation") identify situations that present potential conflicts of interest, and to provide the corporation with a procedure which, if observed, will allow a transaction to be treated as valid and binding even though a responsible person has or may have a conflict of interest with respect to the transaction. Each responsible person must annually complete the conflict of interest questionnaire and submit it to the president and any other person designated by the president. The president and any such designated person must treat the information on the forms as confidential and disclose it only as necessary to implement this policy. A transaction involving a conflict of interest may be approved by the board of trustees of the corporation if the material facts as to the transaction and the conflict of interest are fully disclosed or known to the board and the board approves the transaction in good faith by the affirmative vote of a majority of the trustees currently holding office, provided that the interested trustee or trustees may not vote and are not considered present for purposes of a quorum. Prior to board action on a transaction that involves a conflict of interest, a responsible person who knows he or she has a conflict of interest and who is present at the meeting must disclose to the board all facts material to the conflict of interest. The disclosure must be reflected in the minutes of the meeting. A person who knows he or she has a conflict of interest must not participate in the board's discussion of the transaction except to disclose material facts and to respond to questions. The person must not attempt to influence the board's action on the transaction, either at or outside the meeting. Prior to voting, the board must be given an opportunity to discuss the transaction without the person who has the conflict of interest being present. The person with the conflict of interest must not vote on the transaction and must not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. The minutes of the meeting must reflect that the person did not vote. If it is not entirely clear whether a conflict of interest exists, then the person with the potential conflict must disclose the circumstances to the president or the president's designee. The president or the president's designee must determine whether there exists a conflict of interest that is subject to this policy.”

“Salaries are based on annual performance evaluations and relevant comparative data compiled by independent studies. The board talent and compensation committee authorizes the salary for the executive director and reviews executive recommendations for key senior staff salaries. The talent and compensation committee and human resources department maintain contemporaneous documentation and recordkeeping for deliberations and decisions regarding the compensation arrangements. This process last occurred in 2025.”

“Governing documents, conflict of interest policy, and financial statements are available to the public upon request for the same period of disclosure as set forth in section 6104(d).”

“Miscellaneous: program service expenses 2,614,554. Management and general expenses 1,521,061. Fundraising expenses 37,003. Total expenses 4,172,618.”

“The oversight and selection process has not changed since the prior tax year.”