Theater District Houston Inc

“The Executive Committee shall have and may exercise, during the intervals between meetings of Directors, and subject to such restrictions as may be contained in the Articles of Incorporation or that may be imposed by law, all of the authority of the Board. When the Board is not in session, the Executive Committee shall have and exercise all of the authority of the Board in the management of TDH, except as such authority is limited by statute or by resolution creating or otherwise controlling the Executive Committee. However, the Executive Committee shall have no authority to amend, alter, or repeal the Bylaws; elect, appoint, or remove any member of the Executive Committee or any Director or Officer of TDH; amend the Articles of Incorporation; adopt a plan of merger or adopt a plan of consolidation with another corporation; authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of TDH; authorize the voluntary dissolution of TDH or revoke proceedings therefor; adopt a plan for the distribution of the assets of TDH; or amend, alter, or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered, or repealed by such Executive Committee.The Executive Committee consists of the following ex officio voting members: the chief executive or executive director of each of the following: Alley Theatre, Central Houston, Da Camera, Houston Ballet, Houston First Corporation, Houston Grand Opera, Houston Symphony, Live Nation, Society for the Performing Arts Houston (SPA), and Theatre Under the Stars TUTS). In addition, the President/CEO and General Counsel of TDH, and any Board Officer should any such position be occupied by an individual other than those designated as ex officio voting members. The Chairman shall at any time at his or her discretion designate an additional two members of the Executive Committee, both of whom shall be elected members of the Board of Directors. The Executive Committee shall be chaired by the Chairman of the Board of Directors.”

“Certified Public Accountants prepare Form 990 and electronic copies are forwarded to all Board members for comment before filing the Form 990.”

“Conflict disclosure statements are requested annually. Should a conflict be disclosed, the organization would follow its policy in addressing the conflict.”

“Compensation for the Pres/Chief Executive Officer of TDH was determined and approved by the Finance Committee and brought to the full Board of Directors for approval.The organization does not directly employ any individuals. All persons working for TDH are employed by Central Houston, Inc. and TDH pays a fee to Central Houston.”

“Compensation for the Pres/Chief Executive Officer as well as shared employees of the related organization, Houston Downtown Improvement, Inc are determined and approved by the Finance Committee and brought to the full Board of Directors for approval.”

“Governing documents and Financial Statements are made available to members of the public, upon request.”