The Southern Documentary Fund

“Significant changes to the bylaws adopted in 2014 were as follows: [1] Dropped information about registered office and registered agent; [2] Changed size of board from four directors (old bylaws) to between five and twenty (new bylaws). [3] Specified board members will serve one two-year term and can be re-elected to a second two-year term, after which they must cycle off for one year. Previous bylaws specified one-year terms with unlimited re-elections. [4] Added procedures for Governance Committee to interview potential directors and nominate persons for election by the full board. [5] Specified reasons for possible removal from the board: missing three meetings in a row, and not actively working on a committee or project. Also specifies procedures for a board vote on removal. [6] Established standing committees (executive, finance, governance, and fundraising), with procedures for appointing chairs. [7] Established regular meeting schedule of the board. [8] Eliminated the position of chairman of the board, and specified duties of the four officers (president, vice president, secretary, and treasurer). [9] Eliminated the positions of assistant officers. [10] Eliminated provisions to reimburse board directors for expenses occurred on behalf of the organization. [11] Specified the dates of the fiscal year. [12] Added a provision concerning conflict of interest by board members, employees, and staff. [13] Added a non-discrimination provision covering board members, employees, and staff.[14] Specified that, in the case of dissolution of the organization, remaining assets be transferred to a non-profit with a similar mission or intent which has been chosen by a quorum of the board.”

“Prior to filing, the Form 990 will be reviewed by the Executive Director, the Board Treasurer, and then distributed to the full Board for review.”

“The Conflict of Interest policy is monitored by the Board Secretary, and is reviewed at the beginning of each fiscal year by all staff and Board members with significant decision making authority. It is each staff or Board member's obligation to disclose any potential conflict as soon as it is known, or reasonably should be known.”

“Compensation for the organization's Executive Director and top management is considered and deliberated by the organization's Executive Committee to ensure it does not exceed comparable levels of compensation for non-profit directors with similar experience at comparable organizations. The Executive Committee's findings are then presented to the Board of Directors for final approval.”

“Compensation for the organization's key employees and/or officers is considered and deliberated by the organization's Executive Committee to ensure it does not exceed comparable levels of compensation for non-profit directors with similar experience at comparable organizations. The Executive Committee's findings are then presented to the Board of Directors for final approval.”

“The three most recent Form 990s (including financial information), the Bylaws, Articles of Incorporation, Form 1023 Application for Exemption, and Conflict of Interest Policy are provided to the public upon request.”

“See description of Artists Convening in program accomplishments listed in Part III, Line 4b.”