Harry M Cornell Arts & Entertainment Complex

“Members are connect2culture and spiva center for the arts. They each elect one board member to the cornell complex board annually to serve a 3 year term. Person elected by connect2culture must be a board member of connect2culture. Person elected by spiva must be a board member of spiva. The property and activities of the organization is controlled and managed by the board of directors. The board of directors is vested with unlimited powers and authorities, except as may be expressly limited by law, the articles of incorporation, or bylaws, to do all lawful acts and things on behalf of the organization, to exercise all of its powers, privileges, and franchises and to seek the effectuation of its objects and purposes. The board of directors of the organization is elected at each annual meeting and is comprised of: (a) three individuals appointed by connect2culture (b) three individuals appointed by george a. Spiva center for the arts (c) one individual appointed by the beshore family designee (d) two independent individuals nominated by the executive committee and elected by the board of directors”

“President or treasurer have individual authority to approve expenditures of $1,000 or less. The executive committee comprised the board officers and one independent member have the authority to approve expenditures of $1,001 to $5,000. All expenditures over $5,000 must be approved by the full board of directors.”

“The form 990 is prepared by an accounting firm based on financial statements and information provided by management of the organization. Prior to filing, the form 990 is reviewed by the treasurer in conjunction with cpa firm and sent to all board members.”

“This conflict of interest policy is designed to help directors, officers, and employees of harry m. Cornell arts & entertainment complex (the ganization") identify situations that present potential conflicts of interest and to provide the organization with a procedure that, if observed, will allow a transaction to be treated as valid and binding even though a director, officer, or employee has or may have a conflict of interest with respect to the transaction. Procedures: a. Before board or committee action on a contract or transaction involving a conflict of interest, a director or committee member having a conflict of interest and who is in attendance at the meeting shall disclose all facts material to the conflict of interest. Such disclosure shall be reflected in the minutes of the meeting. B. A director or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a conflict of interest shall disclose to the chair of the meeting all facts material to the conflict of interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting. C. A person who has a conflict of interest shall not participate in or be permitted to hear the board's or committee's discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting. D. A person who has a conflict of interest with respect to a contract or transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. The person having a conflict of interest may not vote on the contract or transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person's ineligibility to vote shall be reflected in the minutes of the meeting. For purposes of this paragraph, a member of the board of directors of the organization shall not have a conflict of interest when he or she stands for election as an officer or for re election as a member of the board of directors. E. Responsible persons who are not members of the board of directors of the organization, or who have a conflict of interest with respect to a contract or transaction that is not the subject of board or committee action, shall disclose to the president or the president's designee any conflict of interest that such responsible person has with respect to a contract or transaction. Such disclosure shall be made as soon as the conflict of interest is known to the responsible person. The responsible person shall refrain from any action that may affect the organization's participation in such contract or transaction. In the event it is not entirely clear that a conflict of interest exists, the individual with the potential conflict shall disclose the circumstances to the president or the president's designee, who shall determine whether there exists a conflict of interest that is subject to this policy. Confidentiality: each responsible person shall exercise care not to disclose confidential information acquired in connection with such status or information the disclosure of which might be adverse to the interests of the organization. Furthermore, a responsible person shall not disclose or use information relating to the business of the organization for the personal profit or advantage of the responsible person or a family member. Review of policy: each new responsible person shall be required to review a copy of this policy and to acknowledge in writing that he or she has done so. Each responsible person shall annually complete a disclosure form identifying any relationships, positions, or circumstances in which the responsible person is involved that he or she believes could contribute to a confli”

“All governing documents are available upon written request with acceptable justification to the board president.”