Loft Cinema Inc Fka Tucson Cinema Foundation Inc

“The Executive Director has a family relationship with a Board Member.”

“The board unanimously approved 3 changes to the By-Laws, which were submitted to the board for review at January meeting. The following changes were approved, along with all revisions to correct grammar and format.i. Amend 4.1 to eliminate a maximum number of board members.ii. Delete first sentence of 5.6 The Treasurer shall have general custody of all the funds and securities of the corporation.iii. Eliminate 9.5: Signature Authority. All checks, notes, acceptances, and orders for payment of money shall be signed by any two of the Executive Director, President, Vice President, Secretary, or Treasurer, or other agents of the Corporation designated by the Board of Directors for amounts above $5,000.00. All contracts that obligate the Corporation for payment in an amount more than $5,000.00, leases and deeds shall be co-signed by the President, Vice President, Secretary or Treasurer, or any other agent of the corporation designated by the Board of Directors”

“Committees report to the Governing Board and all meetings of the Governing Board are documented in the minutes.”

“The Executive Director and President will review with the Executive and Finance Committees of the board, and present to the full board prior to submission.”

“The organization's conflict of interest policy applies to board members, staff, and certain volunteers ("interested parties").on an annual and as-needed basis interested parties complete a questionnaire to fully and completely disclose the facts surrounding any actual or potential conflicts of interest. The questionnaires are reviewed by the president of the board and maintained in the corporate records by the secretary of the board. The president of the board must also complete a questionnare; it is also maintained in the corporate records by the secretary of the board.when there is a reason to believe that an actual or potential conflict of interest exists between the organization and an employee, the executive director is responsible for reviewing the matter and taking appropriate action. The executive director reports such information to the board to determine if further action is required.if the potential conflict of interest relates to a specific proposed action or transaction, the organization will refrain from the proposed action or transaction until such time the action or transaction has been approved by disinterested board members. Decisions require a majority vote of directors in attendance at a meeting at which a quorum is present. Details of the potential conflict and vote shall be recorded in the minutes.the interested party involved in the potential conflict of interest shall not participate in, or be present during, any deliberations or decision making in regards to the potential conflict of interest.if the board has reason to believe that an interested party has failed to disclose an actual or potential conflict of interest, it shall inform such party of the basis for such belief and afford the party an opportunity to explain the alleged failure to disclose. The board shall investigate and determine if any disciplinary or corrective action is necesssary.”

“The Executive Director of the Loft performance and compensation is assessed every two years by the Board of Directors. Specifically, the Governance Committee of the Loft coordinates and informs the bi-annual performance and compensation review of the Loft Executive Director. The Committee assesses and reports to the Executive Committee and the full Board on Executive Directors performance based on goals and objectives set in the previous review. In conjunction with the performance review and drafting goals and objectives for the next two-year review period, the Committee completes a compensation analysis based on similar jobs and similar-sized budgets of arts organizations in Southern Arizona region. Both the performance assessment and compensation recommendations are brought to the Loft Executive Committee and then to the full board of directors for a vote.”

“Information is available upon request and is held at the Administrative Offices.”