The Putnam Foundation DBA Timken Museum of Art

“Amended Bylaws:1. Terms:a. Board member terms for 2 years and board members may not serve for more than 3 consecutive termsb. Board member terms can be extended if they are in an officer position at the time their service expires, in which case they may continue as long as they are in an officer position.c. The specific expiration date of a board members term will be recommended by the Governance & Recruitment Committee to ensure smooth rotation of members and the number of directors required, as set forth in the bylaws, is maintained.2. New category of Director be created, named a DIRECTOR EMERITUS Emeritus directors have previously been members of the Board or have made substantial contributions to the Museum and/or the Board as members based on their time, efforts and financial commitments to the Museum; Emeritus directors are recommended by the Governance & Recruitment Committee andsubsequently approved by the full Board; Emeritus directors are entitled to receive the Foundations regular financial statements, minutes of Executive Committee and Board Meetings, and such other information as they would request and/or that the Chairman or Executive Director would deem helpful and appropriate to their function as an emeritus director; Emeritus directors would have no specific duties but be welcome at any Committee and Board meeting. Emeritus directors can participate in discussion only with the explicit permission given by the committee chair during the convened meeting of the committee. Emeritus directors cannot vote. The Chairman of the Board or the Executive Director can call on emeritus directors periodically for special projects, advice and counsel, and for input on various proposals to come before the Board; The Chairman of the Board or the Executive Director can, if appropriate, convene emeritus directors in an meeting format or use them individually, including appointing them to one or more standing or Ad Hoc Committees; Termination of emeritus directors status will be based on a recommendation of the Governance & Recruitment Committee and subject to approval of the board.”

“The Form 990 is given to all Audit Committee Members. The Partner from the accounting firm annually attends the Audit committee meeting and reviews the Form 990 with the committee members.”

“A conflict of interest policy is reviewed and signed by each board member and key employee on an annual basis. Each person is required on such policy to disclose any conflicts. Should any conflicts arise, they would be addressed by the Executive Director and the Board of Directors. If there was such a conflict, such person with a conflict wold not be able to vote on the transaction. No such conflicts did arise this year.”

“A search committee was formed in 2015 to hire the Executive Director and determine compensation. The independent board of directors approved the selection made by the independent committee. Any compensation increases for the E.D. will not occur until after the second year of employment and must be approved by the Board of Directors, per the employment contract. Compensation approval was based on comparables for the museum industry and the approval process was documented. This process was completed in May 2015. There are no other paid officers or key employees. There were no salary increases to the Executive Director compensation since the date of hire.”

“The organization makes its audited financial statements, governing documents, and conflict of interest policy available to the public upon request.”

“Change in value of perpetual trust net of distributions = $743590”

“Loss on sale of collection items = -$46610”