The Jungle Theater

“The executive committee has the authority of the board of directors to govern the theater in the interval between the meetings of the board of directors, and such other powers and duties that are specified or that may from time to time be delegated to it by the board of directors. The executive committee is composed of the chair, vice chair, treasurer, and secretary. The artistic director and managing director serve as ex-officio, nonvoting members of the executive committee. All decisions and actions of the executive committee will be timely communicated to all members of the board of directors.”

“The theater amended its bylaws for the following: 1) clarified and updated the authority and duties of the officer positions for artistic director (formerly president) and the managing director (formerly the vice president/executive manager). 2) the addition of a standing executive committee. 3) revised the conflict of interest provision for directors, officers, or agents of the theater.”

“The form 990 is sent to the finance committee electronically for review and comment. The form 990 is then emailed to all board members prior to filing for review and approval.”

“The theater's conflict of interest policy covers the board of directors, officers, and management employees. Each covered individual is asked annually to sign a conflict of interest form which asks them to describe any relationships or circumstances in which they are involved that could contribute to a conflict of interest as defined by the policy. A contract or transaction involving a conflict of interest may be approved by the board 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 contract or transaction in good faith by the affirmative vote (without counting the interested director) of a majority of the entire board at a meeting at which there is a quorum present, again without counting the interested director. Prior to board action on a contract or transaction involving a conflict of interest, a director who knows he or she has a conflict of interest and who is in attendance at the meeting shall disclose all facts material to the conflict of interest. Such disclosure shall be reflected in the minutes of the meeting. A director who does not plan to attend a meeting at which he or she has reason to believe that the board will act on a matter in which the person knows he or she has a conflict of interest shall disclose to the chair of the meeting all facts material to the conflict of interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting. If the director having the conflict of interest is the chair, then the required disclosure shall be made to, and the required report to the board shall be made by, the vice chair. A person who knows he or she has a conflict of interest shall not participate in the board's discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting. A person who is known to have a conflict of interest with respect to a contract or transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. The person known to have a conflict of interest may not vote on the contract or transaction. Such person's ineligibility to vote shall be reflected in the minutes of the meeting.”

“The theater participates in theater communications group's annual survey of member theaters, which includes information gathered from theaters across the nation in the same budget group ($1 million - $2,999,999). During 2016, the executive committee reviewed this information as well as local peer group data for the managing director and artistic director. Compensation was then discussed and approved by the full board in the absence of staff. The theater participates in theater communications group's annual survey of member theaters, which includes information gathered from theaters across the nation in the same budget group ($1 million - $2,999,999). The managing director reviews this information and, in collaboration with artistic director, is responsible for determining staff compensation.”

“The theater does not make its governing documents or any policies available to the public. The theater's financial statements are made available to the public upon request.”