The Phoenix Theatre Company

“The board of directors may elect an executive committee consisting of all officers who are directors, the chairperson of each committee created by the board and such other directors as may be elected by the board of directors. Members of the executive committee shall serve at the pleasure of, and may be removed with or without cause at any time by, the board of directors. If a vacancy occurs on the executive committee, the vacancy may be filled only by a vote of the board of directors. The executive committee shall have and may exercise the powers of the board of directors between meetings of the board of directors, but shall not possess any authority of the board of directors prohibited to it by law and may not (a) fill any vacancy on the board of directors, (b) approve dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation's assets, (c) adopt, amend or repeal the corporation's articles of incorporation or these bylaws; (d) adopt or approve the corporation's annual budget or annual audit; or (e) appoint or remove the artistic director or managing director. The board of directors may, by resolution, further restrict the power and authority of the executive committee.”

“The executive director and producing artistic director have a family relationship.”

“The form 990 is prepared by the organization's public accounting firm based on information provided by management. Once the draft is available, it is reviewed by management and any changes incorporated into the filing. Once this detailed review is complete, the draft of the form 990 is presented to the executive committee of the board for their review and comments prior to filing with the irs. The board receives a copy of the return after filing with the irs.”

“Every member of the board or immediate family of a board member who is a staff member, officer, board member, or committee member of a client organization or vendor of the phoenix theatre company shall disclose their affiliation. Any persons with a conflict shall not participate in the discussion or decision affecting that agency. The conflict of interest form must be completed each year and any conflicts are reviewed by the board executive committee. The executive committee, led by the board president, reviews all new potential sources of conflict of interest and any potential conflicts are reviewed by the committee as necessary in their monthly meetings.”

“The executive committee sets the compensation for the executive director and producing artistic director using the theatre communication group's national salary survey along with local nonprofit compensation information and performance evaluation. This compensation is subsequently approved by the board of directors. This process last occurred in 2021 as part of a 5 year employment agreement with the executive director and the producing artistic director and will be revisited in 2025. This same process would be used for the other officers and key employees of the organization if there were any that were compensated. The compensation decisions are documented in the employee's personnel file.”

“The theatre makes its governing documents, conflict of interest policy and financial statements available to the public upon request. The financial statements are available on the organization's website.”

“The process has not changed from the prior year.”