The Heard Museum

“The executive committee shall consist of the board officers, the immediate past board chair, if still a trustee, and the committee chair of each standing committee other than the audit committee. Whenever, in the judgment of the board chair, board action is necessary or appropriate and it is not practical to call a special meeting of the board, the executive committee shall have and may exercise all the authority of the board, except that the executive committee shall not have authority to: (i) appoint or remove the director; (ii) elect or remove trustees; (iii) amend the bylaws; (iv) sell, lease or otherwise dispose of real or personal property with a value in excess of $1,000,000; or (v) incur any debt or other obligation or liability in excess of $500,000. In addition, before taking any action which the executive committee knows (a) would be controversial if considered by the full board or (b) might adversely affect the standing or reputation of the museum, the executive committee should determine whether there is an emergency or other circumstance requiring such action to be taken by the executive committee rather than the full board and report such findings in the minutes regarding such action.”

“The heard museum guild has been established and maintained within the corporate structure of the museum for the purposes of encouraging participation by men and women sympathetic to the aims of the museum, furthering the objectives of the museum, promoting interest in and support for the museum and assisting the board and the museum staff in the performance of their functions. Members of the heard museum guild elect their own officers and representatives. The president of the heard museum guild is a full voting member of the board of the heard museum. The organization sells other memberships, with certain membership benefits, but the heard museum guild is the only membership type that participates in the heard museum's governance and then, only by virtue of having an elected position on the heard museum's board.”

“As described in part vi, line 6, the president of the heard museum guild is a full voting member of the board of the heard museum.”

“The form 990 is prepared by an outside accounting firm and reviewed by the cfo, coo and director/ceo, with a final review by the audit committee and distribution to the board of trustees before filing with the irs.”

“In connection with any actual or possible conflicts of interest, an interested person must disclose the existence and nature of his or her financial interest to the trustees and members of committees with board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest, the interested person shall leave the board or committee meeting while the financial interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. In any case where the heard enters into a transaction in which a trustee is an interested party, the trustee shall not participate in any decisions concerning the source of the conflict. This provision shall also apply in any case where a family member of a trustee is employed by or is a contractor to the museum and shall include any discussions or decisions related to employment or other association, performance evaluation or compensation of a family member. Each trustee and member of a committee with board delegated powers shall annually sign a statement which affirms that such person (a) has received a copy of the conflicts of interest policy,(b) has read and understands the policy,(c) has agreed to comply with the policy, and(d) understands that the heard is a tax-exempt organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. The minutes of the board and all committees with board delegated powers shall contain a record of any votes the heard museum 86-0107517 taken in connection therewith.”

“The board of trustees approves the director/ceo salary based on a review of performance and benchmarking data available from the association of art museum directors and the american alliance of museums. In september 2021, the board of trustees and the director/ceo entered into a two-year contract with an increase effective october 2021. The salary remained unchanged during the fiscal year ended september 2022. The director/ceo annually reviews the salary of key employees, including a comparison of the compensation of other local not-for-profit organizations and other benchmarking data. This process was last undertaken in 2022.”

“The articles of incorporation, by-laws, conflict of interest policy and financial statements are made available to the public upon request”

“Other professional fees: program service expenses 532,520. Management and general expenses 310,458. Fundraising expenses 213,200. Total expenses 1,056,178. Contracts fees - event staging: program service expenses 185,990. Management and general expenses 0. Fundraising expenses 0. Total expenses 185,990.”

“Change in value of annuity 1,491.”