The Naples Players Inc

“The executive committee of the board shall consist of the president, the immediate past president, the vice president, the secretary and the treasurer, plus two (2) additional directors designated by the president. The executive committee shall have and may exercise all the powers of the board when the board is not in session, except with respect to: a) the election of members of the board; b) the removal of a member of the board; and c) the amendment or repeal of bylaws or the adoption of new bylaws. All actions voted on and /or executed by the executive committee shall be reported to the board at its next meeting. The board may act by and through such committees, composed of directors and qualified individuals from the community, having such authority of the board as voted and approved by the majority of all the members of the board from time to time. Until otherwise determined by the majority of all the members of the board, the corporation shall have the following such standing committees (any one of which may be disbanded by a vote of a majority of all the members of the board at any time): the finance committee, the sustainability committee, the engagement and advancement committee, the accessibility committee and the enrichment committee. The president may appoint the chairs and / or co-chairs of each committee of the board and, in consultation with such committee chairs, each other member of those committees. In addition, the president may, without the approval of the board, appoint other advisory committees, which shall not exercise any of the powers of the board.”

“A donor is disqualified as he is related to a staff member.”

“The nominating committee: the chair/ co-chairs of the sustainability committee shall select three (3) directors who do not intend to be nominees to comprise the nominating committee. Two months prior to the annual meeting or time of election of officers at such other meeting as determined by the president, the nominating committee will be identified and communicated to the board. The nominating committee may and is encouraged to seek information from the chief executive officer, the president, and the directors when determining nominees.”

“Unless prohibited by a resolution adopted by the board, an officer may, without the approval of the board, delegate some or all of the duties and powers of an office to other persons who shall either be members of the board or employees of the corporation.”

“After review by cfo and treasurer, the public disclosure copy of the form 990 (excluding donor details) is provided to the ceo and full board of directors”

“If a board or committee member has an interest in a proposed transaction with tnp in the form of a significant personal or organizational financial interest in the transaction or holds a position as trustee, director, officer, or staff member in such organization, he or she must make full disclosure of such interest before any discussion or negotiation of such transaction. Any board or committee member who has a conflict of interest with respect to any matter coming before the board or the committee shall not participate in any discussion of or vote in connection with the matter unless invited to respond to questions or provide factual infonnation by the board or committee chair. Annually, board members are required to disclose any business or personal relationships between officers, trustees, key employees and vendors with whom tnp conducts business.”

“Compensation of the executive director is reviewed on a yearly basis by independent members of the governing body. Comparability data to other non-profit organizations is used in order to evaluate compensation. All discussion and deliberations are documented in the minutes of the meeting of the independent members of the governing body. The process described here was last completed in 2024.”

“The organization's governing documents, conflict of interest policy, and financial statements are made available upon request.”

“Beneficial interest in net assets of others: in 2013, the organization transferred funds to the naples players endowment, inc. (endowment), a then newly funded legal entity. The funds transferred were primarily of fixed income, mutual and exchange traded funds, equity securities, and cash. The endowment is responsible for the investment management and custody of the funds, and it uses an independent professional investment advisor and custodian. The assets of the endowment are comprised primarily of cash, mutual and exchange traded funds, and equity securities. The endowment holds the funds, and all funds are solely for the benefit of the organization. Although the organization and endowment share some board members, the organization does not control the endowment. Since the endowment solely supports the organization, the endowment is considered financially interrelated to the organization. As a result, the beneficial interest in the assets of the endowment is recorded in the financial statements of the organization. A substantial portion of the unrestricted assets of the beneficial interest are collateralized as part of the note payable discussed in the notes to the audited financial statements.”

“Change in value of beneficial interest 369,700. Bad debt -5,000.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”