Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
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Total |
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Calendar year (or fiscal year beginning in) ![]() |
(a) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3 | ||||||
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f).. | ||||||
| 6 | Public support. Subtract line 5 from line 4. | ||||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | ||||||
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | ||||||
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10 | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | 12 | 2,212,366 | 2,795,253 | 3,217,112 | 3,179,063 | 11,403,806 |
| 2 | Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose | 3,793,406 | 3,925,230 | 3,520,545 | 4,135,402 | 3,987,398 | 19,361,981 |
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513 ..... | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge | ||||||
| 6 | Total. Add lines 1 through 5 | 3,793,418 | 6,137,596 | 6,315,798 | 7,352,514 | 7,166,461 | 30,765,787 |
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons | 523,777 | 329,400 | 282,450 | 826,683 | 293,825 | 2,256,135 |
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | 1,087,488 | 1,183,338 | 2,270,826 | |||
| c | Add lines 7a and 7b.. | 523,777 | 329,400 | 282,450 | 1,914,171 | 1,477,163 | 4,526,961 |
| 8 | Public support. (Subtract line 7c from line 6.) | 26,238,826 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | 3,793,418 | 6,137,596 | 6,315,798 | 7,352,514 | 7,166,461 | 30,765,787 |
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | 75,939 | 82,589 | 84,004 | 81,362 | 90,326 | 414,220 |
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | 75,939 | 82,589 | 84,004 | 81,362 | 90,326 | 414,220 |
| 11 | Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on. | ||||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) .. | 151,736 | 80,230 | 119,339 | 84,491 | 58,703 | 494,499 |
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | 4,021,093 | 6,300,415 | 6,519,141 | 7,518,367 | 7,315,490 | 31,674,506 |
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
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| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by .035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | ||
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
||
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | ||
| 4 Amounts paid to acquire exempt-use assets | ||
| 5 Qualified set-aside amounts (prior IRS approval required) | ||
| 6 Other distributions (describe in Part VI). See instructions | ||
| 7Total annual distributions. Add lines 1 through 6. | ||
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
||
| 9 Distributable amount for 2018 from Section C, line 6 | ||
| 10 Line 8 amount divided by Line 9 amount | ||
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2018 |
(iii) Distributable Amount for 2018 |
|
|---|---|---|---|---|
|
1
Distributable amount for 2018 from Section C, line 6 |
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|
2
Underdistributions, if any, for years prior to 2018 (reasonable cause required-- explain in Part VI). See instructions. |
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| 3 Excess distributions carryover, if any, to 2018: | ||||
| a From 2013....... | ||||
| b From 2014....... | ||||
| c From 2015....... | ||||
| d From 2016....... | ||||
| e From 2017....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2018 distributable amount | ||||
|
i
Carryover from 2013 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2018 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2018 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2018, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
6
Remaining underdistributions for 2018. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
7 Excess distributions carryover to 2019. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2014...... | ||||
| b Excess from 2015..... | ||||
| c Excess from 2016..... | ||||
| d Excess from 2017..... | ||||
| e Excess from 2018..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: | OTHER INCOME - 2014 AMOUNT: $ 107,539. 2015 AMOUNT: $ 29,951. 2016 AMOUNT: $ 32,451. 2017 AMOUNT: $ 47,783. 2018 AMOUNT: $ 28,376. EDUCATIONAL AUDIO TOUR - 2014 AMOUNT: $ 29,820. 2015 AMOUNT: $ 24,606. 2016 AMOUNT: $ 25,915. 2017 AMOUNT: $ 19,024. 2018 AMOUNT: $ 18,526. EDUCATION AND PROGRAMS - 2014 AMOUNT: $ 14,377. 2015 AMOUNT: $ 25,673. 2016 AMOUNT: $ 60,973. 2017 AMOUNT: $ 17,684. 2018 AMOUNT: $ 11,801. |
| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 4 | AMENDED AND RESTATED BY-LAWS OF THE NORMAN ROCKWELL MUSEUM AT STOCKBRIDGE, INC. AMENDED AND EFFECTIVE AS OF SEPTEMBER 21, 2018. 1. NAME, PURPOSES, LOCATION, CORPORATE SEAL AND FISCAL YEAR 1.1. NAME AND PURPOSES. THE NORMAN ROCKWELL MUSEUM AT STOCKBRIDGE, INC. (THE "CORPORATION") SHALL ACT EXCLUSIVELY FOR RELIGIOUS, CHARITABLE AND EDUCATIONAL PURPOSES WITHIN THE MEANING OF SECTION 501(C) (3) OF THE INTERNAL REVENUE CODE OF 1986, AS FROM TIME TO TIME AMENDED, AND WITHIN THE MEANING OF MASSACHUSETTS GENERAL LAWS CHAPTER 180, AS AMENDED ("CHAPTER 180"). ITS PURPOSES SHALL INCLUDE (A) TO COLLECT, MANAGE, PRESERVE, STUDY, RESEARCH, INTERPRET AND PRESENT TO THE PUBLIC MATERIAL PERTAINING TO NORMAN ROCKWELL AND THE ART OF ILLUSTRATION; SUCH MATERIAL WILL INCLUDE PAINTINGS, DRAWINGS, SKETCHES, ARTIFACTS, AND ARCHIVAL MATERIALS BY OR ABOUT ROCKWELL AND THE FIELD OF ILLUSTRATION AND THE CONTRIBUTIONS MADE BY ROCKWELL AND OTHER ILLUSTRATORS TO ART AND SOCIETY, AMERICAN CULTURE AND CULTURAL VALUES; (B) TO EDUCATE THE PUBLIC REGARDING THE LIFE, CAREER AND ART OF NORMAN ROCKWELL AND THE FIELD OF ILLUSTRATION THROUGH CLASSROOM INSTRUCTION, PROGRAMS, FORUMS, LECTURES, WORKSHOPS, SCHOLARLY SYMPOSIA, DISTANCE LEARNING, DIGITAL LEARNING, CURRICULA AND SIMILAR ACTIVITIES FOR CHILDREN, ADOLESCENTS AND ADULTS; AND (C) TO SOLICIT AND RECEIVE CONTRIBUTIONS AND TO EXPEND BOTH INCOME AND PRINCIPAL THEREOF TO FURTHER THE PURPOSES OF THE CORPORATION. 2. NO MEMBERS THE CORPORATION SHALL HAVE NO MEMBERS. ANY ACTION OR VOTE REQUIRED OR PERMITTED BY CHAPTER 180 OR ANY OTHER LAW, RULE OR REGULATION TO BE TAKEN BY MEMBERS SHALL BE TAKEN BY ACTION OR VOTE OF TRUSTEES CONSTITUTING THE SAME PERCENTAGE OF MEMBERS REQUIRED BY CHAPTER 180 OR SUCH OTHER LAW, RULE OR REGULATION. 4. BOARD OF TRUSTEES 4.1. NUMBER AND ELECTION A. ELECTED TRUSTEES. THE BOARD OF TRUSTEES SHALL BE COMPRISED OF NOT MORE THAN FORTY (40) TRUSTEES, AS THE TRUSTEES SHALL DETERMINE FROM TIME TO TIME. TRUSTEES SHALL BE ELECTED AT THE ANNUAL MEETING OF TRUSTEES, OR AT A SPECIAL MEETING IN LIEU OF AN ANNUAL MEETING, BY A MAJORITY OF THE VOTES CAST AT SUCH MEETING BY THE TRUSTEES THEN IN OFFICE. THE TERMS OF THE TRUSTEES SHALL BE STAGGERED SO THAT AS NEARLY AS POSSIBLE THE TERMS OF ONE THIRD OF ALL TRUSTEES SHALL EXPIRE IN EACH YEAR. THE TERM OF OFFICE FOR EACH TRUSTEE SHALL BE THREE YEARS, EXCEPT THAT IF THE BOARD AT ANY TIME INCREASES THE NUMBER OF BOARD SEATS, THE INDIVIDUALS ELECTED TO FILL THOSE SEATS SHALL BE ELECTED FOR INITIAL STAGGERED TERMS OF ONE TO THREE YEARS. B. ELECTION OF SPLIT-SEAT TRUSTEE. NOTWITHSTANDING PARAGRAPH 4.1(A), TWO PERSONS MAY BE ELECTED TO FILL A SINGLE SEAT ON THE BOARD OF TRUSTEES, PROVIDED THAT ANY SUCH TWO PERSONS SHALL TOGETHER HAVE A SINGLE VOTE AND SHALL COUNT AS ONE DIRECTOR FOR PURPOSES OF DETERMINING WHETHER A QUORUM IS PRESENT, BUT IN ALL OTHER RESPECTS SHALL HAVE FULL RIGHTS AND RESPONSIBILITIES OF A MEMBER OF THE BOARD OF TRUSTEES; PROVIDED, FURTHER, HOWEVER, THAT IN ANY ONE YEAR, NO MORE THAN SIX (6) BOARD OF TRUSTEE SEATS OUT OF THE MAXIMUM FORTY (40) SHALL BE HELD BY TWO PERSONS ELECTED IN ACCORDANCE WITH THIS PARAGRAPH. C. TRUSTEES EMERITUS AND HONORARY TRUSTEES. THE BOARD OF TRUSTEES MAY FROM TIME TO TIME INVITE INDIVIDUALS TO SERVE AS TRUSTEES EMERITI OR HONORARY TRUSTEES. SUCH HONORARY TRUSTEES SHALL SERVE AT THE PLEASURE OF THE BOARD AND SHALL HAVE SUCH RIGHTS AND PRIVILEGES OF TRUSTEES AS THE BOARD OF TRUSTEES MAY DETERMINE OTHER THAN THE RIGHT TO VOTE. 4.2. TENURE/DISQUALIFICATION. A MEMBER OF THE BOARD OF TRUSTEES SHALL ORDINARILY BE ELECTED FOR A TERM OF THREE (3) YEARS, AT THE END OF WHICH THE TRUSTEE MAY BE RE-ELECTED TO TWO ADDITIONAL THREE (3) YEAR TERMS. A TRUSTEE WHO HAS SERVED THREE (3) COMPLETE SUCCESSIVE TERMS (INITIAL TERMS OF LESS THAN THREE YEARS SHALL NOT BE CONSIDERED FOR PURPOSES OF THIS LIMIT), SHALL NOT BE RE-ELECTED AGAIN UNTIL ONE (1) YEAR HAS ELAPSED FOLLOWING THE END OF THAT TRUSTEE'S THIRD COMPLETE SUCCESSIVE TERM. NOTWITHSTANDING THE FOREGOING, THE COMMITTEE ON TRUSTEES BY MAJORITY VOTE MAY WAIVE SUCH TERM LIMITS (I) FOR TRUSTEES WHO ARE ALSO OFFICERS OR (II) FOR ANY TRUSTEE DURING A PERIOD OF EXTENSIVE DEVELOPMENT OR OTHER BOARD OF TRUSTEE ACTIVITY REASONABLY NECESSITATING SUCH WAIVER. 4.3. POWERS. THE AFFAIRS OF THE CORPORATION SHALL BE MANAGED BY THE TRUSTEES WHO SHALL HAVE AND MAY EXERCISE ALL THE POWERS OF THE CORPORATION. 4.4. COMMITTEES. THE TRUSTEES MAY FROM TIME TO TIME ESTABLISH COMMITTEES AND MAY DELEGATE TO ANY SUCH COMMITTEE OR COMMITTEES ANY OR ALL OF THEIR POWERS TO THE EXTENT PERMITTED BY LAW. ANY COMMITTEE TO WHICH THE POWERS OF THE TRUSTEES ARE DELEGATED SHALL CONSIST SOLELY OF TRUSTEES. THE BOARD CHAIR MAY FROM TIME TO TIME ESTABLISH ADDITIONAL COMMITTEES THAT ARE ADVISORY IN NATURE AND TO WHICH NO POWERS OF THE TRUSTEES SHALL BE DELEGATED. THE BOARD CHAIR SHALL APPOINT ALL COMMITTEE MEMBERS. APPOINTMENTS TO COMMITTEES TO WHICH BOARD POWERS MAY BE DELEGATED SHALL BE SUBJECT TO THE APPROVAL OF THE BOARD. UNLESS THE TRUSTEES OTHERWISE DESIGNATE, COMMITTEES SHALL CONDUCT THEIR AFFAIRS IN THE SAME MANNER AS IS PROVIDED IN THESE BYLAWS FOR THE TRUSTEES. THE MEMBERS OF ANY COMMITTEE TO WHICH BOARD POWERS ARE DELEGATED SHALL REMAIN IN OFFICE AT THE PLEASURE OF THE TRUSTEES. THE MEMBERS OF ALL OTHER COMMITTEES SHALL REMAIN IN OFFICE AT THE PLEASURE OF THE BOARD CHAIR. 4.5. SUSPENSION OR REMOVAL. A TRUSTEE MAY BE SUSPENDED OR REMOVED WITH OR WITHOUT CAUSE BY VOTE OF A MAJORITY OF THE TRUSTEES THEN IN OFFICE AT ANY SPECIAL MEETING CALLED FOR SUCH PURPOSE OR AT ANY ANNUAL OR REGULAR MEETING. 4.6. RESIGNATION. A TRUSTEE MAY RESIGN BY DELIVERING A WRITTEN RESIGNATION TO THE BOARD CHAIR, PRESIDENT, TREASURER OR CLERK OF THE CORPORATION, TO A MEETING OF THE TRUSTEES OR TO THE CORPORATION AT ITS PRINCIPAL OFFICE. SUCH RESIGNATION SHALL BE EFFECTIVE UPON RECEIPT (UNLESS SPECIFIED TO BE EFFECTIVE AT SOME OTHER TIME) AND ACCEPTANCE THEREOF SHALL NOT BE NECESSARY TO MAKE IT EFFECTIVE UNLESS IT SO STATES. 4.7. VACANCIES. ANY VACANCY IN THE BOARD OF TRUSTEES, EXCEPT A VACANCY RESULTING FROM ENLARGEMENT WHICH MUST BE FILLED IN ACCORDANCE WITH SECTION 4.1(A), MAY BE FILLED BY THE TRUSTEES. EACH SUCCESSOR SHALL HOLD OFFICE FOR THE UNEXPIRED TERM OR UNTIL THE TRUSTEE SOONER DIES, RESIGNS, IS REMOVED OR BECOMES DISQUALIFIED. THE TRUSTEES SHALL HAVE AND MAY EXERCISE ALL THEIR POWERS NOTWITHSTANDING THE EXISTENCE OF ONE OR MORE VACANCIES IN THEIR NUMBER. 4.8. ANNUAL MEETING. THE ANNUAL MEETING OF THE TRUSTEES SHALL BE HELD AT THE PRINCIPAL OFFICE OF THE CORPORATION, OR SUCH OTHER LOCATION DETERMINED BY THE TRUSTEES, IN SEPTEMBER OF EACH YEAR ON A DATE DETERMINED BY THE TRUSTEES. IF THE ANNUAL MEETING SHALL NOT BE HELD IN SEPTEMBER, A SPECIAL MEETING IN LIEU OF AN ANNUAL MEETING MAY BE HELD WITH ALL THE FORCE AND EFFECT OF AN ANNUAL MEETING. 4.9. REGULAR MEETINGS. REGULAR MEETINGS OF THE TRUSTEES MAY BE HELD AT SUCH PLACES AND AT SUCH TIMES AS SHALL FROM TIME TO TIME BE FIXED BY THE TRUSTEES. 4.10. SPECIAL MEETINGS. SPECIAL MEETINGS OF THE TRUSTEES MAY BE HELD AT SUCH PLACES AND AT SUCH TIMES DESIGNATED IN A CALL BY THE CHAIR OF THE BOARD OF TRUSTEES (OR IF THERE BE NO SUCH CHAIR, THE PRESIDENT) OR BY FIVE OR MORE TRUSTEES. |
| FORM 990, PART VI, SECTION A, LINE 4 | AMENDED BYLAW CHANGES - CONTINUE 4.11. CALL AND NOTICE. A. ANNUAL, REGULAR AND SPECIAL MEETINGS. REASONABLE NOTICE OF THE TIME AND PLACE OF ALL ANNUAL, REGULAR AND SPECIAL MEETINGS OF THE TRUSTEES SHALL BE GIVEN TO EACH TRUSTEE. SUCH NOTICE NEED NOT SPECIFY THE PURPOSES OF A MEETING, UNLESS OTHERWISE REQUIRED BY LAW, THE ARTICLES OF ORGANIZATION OR THESE BYLAWS OR UNLESS THERE IS TO BE CONSIDERED AT THE MEETING (I) CONTRACTS OR TRANSACTIONS OF THE CORPORATION WITH INTERESTED PERSONS, (II) AMENDMENTS TO THESE BYLAWS, (III) AN INCREASE OR DECREASE IN THE NUMBER OF TRUSTEES, OR (IV) REMOVAL OR SUSPENSION OF A TRUSTEE. B. REASONABLE AND SUFFICIENT NOTICE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, IT SHALL BE REASONABLE AND SUFFICIENT NOTICE TO A TRUSTEE (I) TO MAIL NOTICE ADDRESSED TO THE TRUSTEE'S LAST KNOWN BUSINESS OR RESIDENCE ADDRESS AT LEAST THREE DAYS BEFORE THE MEETING, (II) WITH RESPECT TO THOSE TRUSTEES WHO HAVE PROVIDED AN ELECTRONIC MAIL ADDRESS FOR THE PURPOSE OF RECEIVING SUCH NOTICE, TO PROVIDE NOTICE BY ELECTRONIC MAIL AT LEAST TWENTY-FOUR HOURS BEFORE THE MEETING, (III) WITH RESPECT TO THOSE TRUSTEES WHO HAVE PROVIDED A FACSIMILE NUMBER FOR THE PURPOSE OF RECEIVING SUCH NOTICE, TO PROVIDE NOTICE BY FACSIMILE AT LEAST TWENTY-FOUR HOURS BEFORE THE MEETING, OR (IV) TO PROVIDE NOTICE IN PERSON OR BY TELEPHONE AT LEAST TWENTY-FOUR HOURS BEFORE THE MEETING. C. WAIVER OF NOTICE. WHENEVER NOTICE OF A MEETING IS REQUIRED, SUCH NOTICE NEED NOT BE GIVEN TO ANY TRUSTEE IF A WRITTEN WAIVER OF NOTICE, EXECUTED BY THE TRUSTEE BEFORE OR AFTER THE MEETING, IS FILED WITH THE RECORDS OF THE MEETING, OR TO ANY TRUSTEE WHO ATTENDS THE MEETING WITHOUT PROTESTING PRIOR THERETO OR AT ITS COMMENCEMENT THE LACK OF NOTICE TO THE TRUSTEE. A WAIVER OF NOTICE NEED NOT SPECIFY THE PURPOSES OF THE MEETING UNLESS SUCH PURPOSES WERE REQUIRED TO BE SPECIFIED IN THE NOTICE OF SUCH MEETING. 5. OFFICERS AND AGENTS 5.3. TENURE. THE BOARD CHAIR, PRESIDENT, FIRST VICE-PRESIDENT, SECOND VICE-PRESIDENT, TREASURER AND CLERK SHALL EACH HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF THE TRUSTEES AND UNTIL THEIR SUCCESSOR IS CHOSEN AND QUALIFIED, AND EACH OTHER OFFICER SHALL HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF THE TRUSTEES UNLESS A SHORTER PERIOD SHALL HAVE BEEN SPECIFIED BY THE TERMS OF THEIR ELECTION OR APPOINTMENT, OR IN EACH CASE UNTIL THE OFFICER SOONER DIES, RESIGNS, IS REMOVED OR BECOMES DISQUALIFIED. EACH AGENT SHALL SERVE AT THE PLEASURE OF THE TRUSTEES. 5.4. BOARD CHAIR. THE BOARD CHAIR SHALL BE CHAIR OF THE BOARD OF TRUSTEES AND OF ITS EXECUTIVE COMMITTEE; SHALL BE AN EX-OFFICIO NON-VOTING MEMBER OF ALL OTHER COMMITTEES, EXCEPT THE COMMITTEE ON TRUSTEES; AND SHALL PRESIDE AT ALL MEETINGS OF THE BOARD OF TRUSTEES AND THE EXECUTIVE COMMITTEE. THE BOARD CHAIR SHALL MAKE ALL APPOINTMENTS TO STANDING AND SPECIAL COMMITTEES, WHICH APPOINTMENTS TO ANY COMMITTEE WITH DELEGATED AUTHORITY SHALL BE SUBJECT TO THE APPROVAL OF THE BOARD OF TRUSTEES. THE BOARD CHAIR SHALL SERVE AS THE CHIEF REPRESENTATIVE OF THE BOARD TO OUTSIDE PARTIES. THE BOARD CHAIR SHALL HAVE SUCH OTHER DUTIES AND POWERS AS THE TRUSTEES MAY CONFER UPON HIM OR HER FROM TIME TO TIME. IN THE EVENT OF THE BOARD CHAIR'S ABSENCE, RESIGNATION OR DEATH, THE PRESIDENT SHALL ACT IN THE PLACE OF THE BOARD CHAIR. 5.5. PRESIDENT. THE PRESIDENT SHALL HAVE SUCH DUTIES AND POWERS AS SHALL BE DESIGNATED FROM TIME TO TIME BY THE TRUSTEES OR THE BOARD CHAIR, SUBJECT TO THE CONTROL OF THE TRUSTEES, INCLUDING RESPONSIBILITY FOR ENSURING THAT THE NECESSARY AND APPROPRIATE STRUCTURES AND PROCEDURES SHALL BE IN PLACE FOR SECURING THE RESOURCES REQUIRED BY THE CORPORATION. THE PRESIDENT SHALL ASSUME A LEADERSHIP ROLE IN FUNDRAISING CAMPAIGNS AND SHALL ACT AS A CAMPAIGN SPOKESPERSON. THE PRESIDENT SHALL ACT IN THE PLACE OF THE BOARD CHAIR IN THE EVENT OF THE BOARD CHAIR'S ABSENCE, RESIGNATION OR DEATH. 5.6. VICE PRESIDENTS. THE VICE PRESIDENTS SHALL HAVE SUCH DUTIES AND RESPONSIBILITIES AS SHALL BE DESIGNATED FROM TIME TO TIME BY THE TRUSTEES OR THE BOARD CHAIR, SUBJECT TO THE CONTROL OF THE TRUSTEES. IN THE EVENT OF THE PRESIDENT'S ABSENCE, RESIGNATION, OR DEATH, THE DUTIES OF THAT OFFICE SHALL BE ASSUMED BY ONE OF THE REMAINING OFFICERS, IN THE FOLLOWING ORDER OF SUCCESSION: (1) THE FIRST VICE-PRESIDENT, (2) THE SECOND VICE-PRESIDENT, (3) THE THIRD VICE-PRESIDENT (IF ANY), (3) THE TREASURER, (4) THE CLERK, AND (5) THE DEPUTY CLERK (IF ANY). 6. STANDING COMMITTEES 6.1. EXECUTIVE COMMITTEE. C. REGULAR MEETINGS. MEETINGS OF THE EXECUTIVE COMMITTEE SHALL BE HELD AT SUCH TIME AND AT SUCH PLACE AS THE BOARD CHAIR MAY DETERMINE. NOTICE OF SUCH MEETINGS SHALL BE GIVEN IN THE MANNER SET FORTH IN SECTION 4.11. D. QUORUM. A MAJORITY OF THE MEMBERS OF EXECUTIVE COMMITTEE SHALL CONSTITUTE A QUORUM FOR THE TRANSACTION OF BUSINESS EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THE CORPORATION'S ARTICLES OF ORGANIZATION, THESE BYLAWS OR BY RESOLUTION OF THE BOARD OF TRUSTEES. 6.2. OTHER STANDING COMMITTEES. IN ADDITION TO SUCH OTHER COMMITTEES AS THE BOARD OF TRUSTEES MAY FROM TIME TO TIME CREATE, THERE SHALL BE THE FOLLOWING STANDING COMMITTEES, THE MEMBERS AND CHAIR OF WHICH SHALL BE APPOINTED BY THE BOARD CHAIR; PROVIDED THAT THE APPOINTMENT OF THE MEMBERS OF THE COMPENSATION/PERSONNEL COMMITTEE SHALL BE SUBJECT TO THE APPROVAL OF THE BOARD OF TRUSTEES. THE BOARD OF TRUSTEES MAY, FROM TIME TO TIME, PRESCRIBE ADDITIONAL DUTIES, OR CHANGE THE DUTIES SET FORTH BELOW. 7. EXECUTION OF PAPERS EXCEPT AS THE TRUSTEES MAY GENERALLY OR IN PARTICULAR CASES AUTHORIZE THE EXECUTION THEREOF IN SOME OTHER MANNER, ALL LEASES, TRANSFERS, CONTRACTS, BONDS, NOTES, CHECKS, DRAFTS AND OTHER OBLIGATIONS MADE, ACCEPTED OR ENDORSED BY THE CORPORATION SHALL BE SIGNED BY THE CHIEF EXECUTIVE OFFICER. ANY RECORDABLE INSTRUMENT PURPORTING TO AFFECT AN INTEREST IN REAL ESTATE, EXECUTED IN THE NAME OF THE CORPORATION BY TWO OF ITS OFFICERS, OF WHOM ONE IS THE BOARD CHAIR OR PRESIDENT AND THE OTHER IS THE CHIEF EXECUTIVE OFFICER, SHALL BE BINDING ON THE CORPORATION IN FAVOR OF A PURCHASER OR OTHER PERSON RELYING IN GOOD FAITH ON SUCH INSTRUMENT NOTWITHSTANDING ANY INCONSISTENT PROVISIONS OF THE ARTICLES OF ORGANIZATION, THESE BYLAWS, RESOLUTIONS OR VOTES OF THE TRUSTEES. 8. PERSONAL LIABILITY THE TRUSTEES AND OFFICERS OF THE CORPORATION SHALL NOT BE PERSONALLY LIABLE FOR ANY DEBT, LIABILITY OR OBLIGATION OF THE CORPORATION. ALL PERSONS, CORPORATIONS OR OTHER ENTITIES EXTENDING CREDIT TO, CONTRACTING WITH, OR HAVING ANY CLAIM AGAINST THE CORPORATION MAY LOOK ONLY TO THE FUNDS AND PROPERTY OF THE CORPORATION FOR THE PAYMENT OF ANY SUCH CONTRACT OR CLAIM, OR FOR THE PAYMENT OF ANY DEBT, DAMAGES, JUDGMENT OR DECREE, OR OF ANY MONEY THAT MAY OTHERWISE BECOME DUE AND PAYABLE TO THEM FROM THE CORPORATION. NO OFFICER OR TRUSTEE OF THE CORPORATION SHALL BE PERSONALLY LIABLE TO THE CORPORATION FOR MONETARY DAMAGES FOR BREACH OF FIDUCIARY DUTY AS AN OFFICER OR TRUSTEE NOTWITHSTANDING ANY PROVISION OF LAW IMPOSING SUCH LIABILITY; PROVIDED, HOWEVER, THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW, THIS PROVISION SHALL NOT ELIMINATE THE LIABILITY OF AN OFFICER OR TRUSTEE (1) FOR ANY BREACH OF THE OFFICER'S OR TRUSTEE'S DUTY OF LOYALTY TO THE CORPORATION, (2) FOR ACTIONS OR OMISSIONS NOT IN GOOD FAITH OR WHICH INVOLVE INTENTIONAL MISCONDUCT OR A KNOWING VIOLATION OF LAW, OR (3) FOR ANY TRANSACTION FROM WHICH THE OFFICER OR TRUSTEE DERIVED AN IMPROPER PERSONAL BENEFIT. TO THE EXTENT PERMITTED BY LAW, NO AMENDMENT TO OR DELETION OF THE FOREGOING PROVISIONSOF THIS SECTION 8 THAT RESTRICTS OR LIMITS THE LIMITATION ON LIABILITY PROVIDED HEREUNDER TO OFFICERS OR TRUSTEES SHALL APPLY OR BE EFFECTIVE WITH RESPECT TO ACTIONS AND OMISSIONS OF ANY OFFICER OR TRUSTEE OCCURRING PRIOR TO THE DATE SAID AMENDMENT OR DELETION SHALL BECOME EFFECTIVE. |
| FORM 990, PART VI, SECTION A, LINE 4 | 9. INDEMNIFICATION 9.1. THE CORPORATION SHALL INDEMNIFY, TO THE FULL EXTENT PERMITTED BY MASSACHUSETTS LAW, (A) EVERY MEMBER OF THE BOARD OF TRUSTEES, WHETHER ELECTED OR EX-OFFICIO, (B) EVERY OFFICER, AND (C) EVERY OTHER INDIVIDUAL SERVING AT THE REQUEST OF THE BOARD OF TRUSTEES ON ANY COMMITTEE OF THE BOARD OF TRUSTEES OR OF THE CORPORATION FROM ALL EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES, REASONABLY INCURRED BY SUCH INDIVIDUAL IN CONNECTION WITH THE DEFENSE OF ANY CLAIM, ACTION, SUIT OR PROCEEDING BROUGHT OR ASSERTED AGAINST SUCH INDIVIDUAL BY REASON OF SUCH INDIVIDUAL BEING OR HAVING BEEN SUCH A TRUSTEE, OFFICER, OR COMMITTEE MEMBER OR OTHER PERSON EXCEPT WITH RESPECT TO ANY MATTER AS TO WHICH SUCH INDIVIDUAL SHALL HAVE BEEN ADJUDICATED IN ANY PROCEEDING NOT TO HAVE ACTED IN GOOD FAITH AND IN THE REASONABLE BELIEF THAT SUCH INDIVIDUAL'S ACTION WAS IN THE BEST INTERESTS OF THE CORPORATION OR IN DISCHARGE OF SUCH INDIVIDUAL'S OBLIGATIONS UNDER THE LAW, THE CORPORATION'S ARTICLES OF ORGANIZATION AND THESE BYLAWS. IN THE EVENT OF SETTLEMENT, INDEMNIFICATION SHALL BE PROVIDED ONLY IN CONNECTION WITH SUCH MATTERS COVERED BY THE SETTLEMENT AS TO WHICH THE CORPORATION IS ADVISED BY COUNSEL THAT THE PERSON TO BE INDEMNIFIED DID SO ACT IN GOOD FAITH. THE FOREGOING RIGHT OF INDEMNIFICATION SHALL NOT BE EXCLUSIVE OF OTHER RIGHTS TO WHICH SUCH A MEMBER OF THE BOARD OF TRUSTEES, OFFICER OR OTHER INDIVIDUAL MIGHT BE ENTITLED. IN FURTHERANCE OF ITS OBLIGATION HEREUNDER, THE CORPORATION SHALL, UNLESS IT HAS BEEN ADVISED BY COUNSEL THAT THE PERSON TO BE INDEMNIFIED HAS, MORE LIKELY THAN NOT, ACTED OTHER THAN IN GOOD FAITH, ADVANCE TO SUCH PERSON, REIMBURSEMENT FOR EXPENSES AND COSTS ACTUALLY INCURRED, SUBJECT TO THE RIGHT TO RECOUPMENT IN THE EVENT THAT SUCH PERSON IS LATER DETERMINED TO HAVE ACTED OTHER THAN IN GOOD FAITH. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE FORM 990 IS DISTRIBUTED TO THE BOARD OF TRUSTEES PRIOR TO FILING. THE BOARD OF TRUSTEES HAS DELEGATED TO THE CHIEF EXECUTIVE OFFICERS AND THE CHIEF OPERATING OFFICER THE RESPONSIBILITY OF REVIEWING, APPROVING AND SIGNING FORM 990. THE FINAL FILING IS REVIEWED WITH THE FULL BOARD. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE MUSEUM HAS A WRITTEN CONFLICT OF INTEREST POLICY WHICH REQUIRES ALL TRUSTEES, OFFICERS, EMPLOYEES OF THE MUSEUM TO DISCLOSE ANY CONFLICTS OF INTEREST. ANNUALLY THE BOARD OF TRUSTEES REVIEWS THESE DISCLOSURES TO ASSURE THAT ANY CONFLICTS THAT ARISE ARE ADDRESSED. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE BOARD OF TRUSTEES REVIEWS A COMPENSATION PACKAGE FOR THE CEO AND ALSO EVALUATES THE PERFORMANCE OF THE CEO BASED ON LIKE POSITIONS IN THE MUSEUMS INDUSTRY. THE BOARD THEN VOTES ON THE COMPENSATION PACKAGE. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE MUSEUM HAS ALL GOVERNANCE AND TAX DOCUMENTS AS WELL AS FINANCIAL STATEMENTS AVAILABLE AT THE MUSEUM OFFICE FOR ANYONE TO VIEW OR MAKE COPIES OF. |
| FORM 990, PART XII, LINE 2C: | THERE WAS NO CHANGE IN THE OVERSIGHT PROCESS OR SELECTION PROCESS DURING THE TAX YEAR. |
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