Undermain Theatre

“FORM 990, PART VI, SECTION B, LINE 11B: The Form 990 is first reviewed and approved by the Finance Committee of the Board of Trustees. Then a copy of the Form 990 is provided to all of the Trustees in their Board meeting packageS.”

“Form 990, part vi, section b, line 12c: as each new board member is recruited, they are given a copy of the conflict of interest policy. During orientation for new board members, an explanation of the conflict of interest policy and disclosure form is presented. Every year, the theatre requires every board member and key employee to complete a conflict of interest disclosure form. The board president follows up with each board member to ensure that this is done. Each board member and key employee form is maintained on file in the theatre's administrative office. During board and committee meetings, board members and key employees are asked to recuse themselves from any vote that may present a conflict of interest and such recusal is recorded in the minutes.”

“form 990, part vi, line 15A&15B: The Finance Committee of the Board of Trustees reviews and approves the operating budget (including compensation for all officers and key employees) prior to the start of each fiscal year. This review includes comparison of proposed salaries to benchmarks provided in third-party published reports. The final budget is then approved by the Board of Trustees.”

“form 990, part vi, line 19: The Theatre's governing documents, conflict of interest policy and financial statements are available to the public upon request.”

“form 990, part vi, section a, 2: Katherine Owens, Artistic Director and Board Member, is married to Bruce Dubose, Executive Producer and Board Member.”

“FORM 990, PART XII, LINE 2C: The Finance Committee engages the independent auditor, meets with them to review and approve the final version of the statements and to discuss any required disclosures and communications.”

“FORM 990, PART VI, SECTION A, LINE 4: The Bylaws were amended to: (1) establish two classes of Trustees - Founder Trustees and Elected Trustees - and define representation required from each class for key decisions; (2) formalize a 3-year board term and institute staggered terms for Elected Trustees; (3) define key roles of the Executive Producer and Artistic Director and define succession path should either cease to serve in his/her respective role; and (4) clearly define the Company's Trustee indemnification policy.”