TY 2023 Form 990

(A) Name and title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W-2/1099-MISC/1099-NEC)
(1) SUSANNAH DRAKE...................................................................... PRESIDENT	0.25 ................. 0.25	X	X
(2) MORRIS SUSMAN MD...................................................................... SECRETARY	0.25 .................	X	X
(3) DANIEL BENEL...................................................................... TREASURER	0.25 ................. 0.25	X	X
(4) CURT R FREED MD...................................................................... DIRECTOR	0.25 .................	X
(5) SANDRA STILL CAMPBELL...................................................................... DIRECTOR	0.25 .................	X
(6) ANDREW FREYER...................................................................... DIRECTOR	0.25 .................	X
(7) CHRIS HINDS...................................................................... DIRECTOR	0.25 .................	X
(8) STEVEN CHAVEZ...................................................................... DIRECTOR THR	0.25 .................	X
(9) BOBBY LEFEBRE...................................................................... DIRECTOR THR	0.25 .................	X
(10) ROBERT MCDANIEL...................................................................... DIRECTOR	0.25 .................	X
(11) MARUCA SALAZAR...................................................................... DIRECTOR	0.25 .................	X
(12) JUDY SCHIFF...................................................................... DIRECTOR THR	0.25 .................	X
(13) GINGER WHITE...................................................................... DIRECTOR THR	0.25 .................	X
(14) VINCENT ABRUE...................................................................... DIRECTOR	0.25 .................	X
(15) GRETCHEN HOLLRAH...................................................................... DIRECTOR	0.25 .................	X
(16) JULIE KENT...................................................................... DIRECTOR	0.25 .................	X
(17) NICK KONCILJA...................................................................... DIRECTOR	0.25 .................	X

- TIN:

SCHEDULE A
(Form 990)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
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Attach to Form 990 or Form 990-EZ.
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Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2023

Open to Public
Inspection

Name of the organization

CLYFFORD STILL MUSEUM

Employer identification number

86-1147083

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 12, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E (Form 990).)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An agricultural research organization described in 170(b)(1)(A)(ix) operated in conjunction with a land-grant college or university or a non-land grant college of agriculture. See instructions. Enter the name, city, and state of the college or university:

An organization that normally receives: (1) more than 33 1/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 33 1/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box on lines 12a through 12d that describes the type of supporting organization and complete lines 12e, 12f, and 12g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations ...............................

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i) Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)


Total

For Paperwork Reduction Act Notice, see the Instructions for
Form 990 or 990-EZ.

Cat. No. 11285F

Schedule A (Form 990) 2023

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization failed to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2019	(b) 2020	(c) 2021	(d) 2022	(e) 2023	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") ..	3,594,132	3,125,244	3,879,822	3,634,704	4,318,844	18,552,746
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf ....	322,694	277,102	334,355	373,812	307,923	1,615,886
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3	3,916,826	3,402,346	4,214,177	4,008,516	4,626,767	20,168,632
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) ..						15,554,321
6	Public support. Subtract line 5 from line 4.						4,614,311

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2019	(b) 2020	(c) 2021	(d) 2022	(e) 2023	(f) Total
7	Amounts from line 4..	3,916,826	3,402,346	4,214,177	4,008,516	4,626,767	20,168,632
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...	-1,226	8,113	1,150	8,069	9,367	25,473
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						20,194,105

Gross receipts from related activities, etc. (see instructions) ..................

1,124,651

First 5 years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here ........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2023 (line 6, column (f) divided by line 11, column (f)) .........

22.850 %

Public support percentage for 2022 Schedule A, Part II, line 14 ...............

24.000 %

16a

33 1/3% support test—2023. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2022. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2023. If the organization did not check a box on line 13, 16a, or 16b, and line 14 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization ............ right arrow

10%-facts-and-circumstances test—2022. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line 15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization ............ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990) 2023

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 10 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2019	(b) 2020	(c) 2021	(d) 2022	(e) 2023	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
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	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
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons
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.
c	Add lines 7a and 7b..
8	Public support. (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2019	(b) 2020	(c) 2021	(d) 2022	(e) 2023	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included on 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.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

First 5 years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here................................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2023 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2022 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2023 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2022 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests-2023. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ....... right arrow

33 1/3 % support tests—2022. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ..... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions .... right arrow

Schedule A (Form 990) 2023

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 12 of Part I. If you checked box 12a, of Part I, complete Sections A and B. If you checked box 12b, of Part I, complete Sections A and C. If you checked box 12c, of Part I, complete Sections A, D, and E. If you checked box12d, of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer lines 3b and 3c below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked box 12a or 12b in Part I, answer lines 4b and 4c below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations.

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer lines 5b and 5c below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed; (ii) the reasons for each such action; (iii) the authority under the organization's organizing document authorizing such action; and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (i) its supported organizations, (ii) individuals that are part of the charitable class benefited by one or more of its supported organizations, or (iii) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described on line 7? If “Yes,” complete Part I of Schedule L (Form 990).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons, as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined on line 9a) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined on line 9a) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of section 4943 because of section 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer line 10b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Schedule A (Form 990) 2023

Page 5

Part IV

Supporting Organizations (continued)

Yes

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described on lines 11b and 11c below, the governing body of a supported organization?

11a

A family member of a person described on 11a above?

11b

A 35% controlled entity of a person described on line 11a or 11b above? If “Yes” to 11a, 11b, or 11c, provide detail in Part VI.

11c

Section B. Type I Supporting Organizations

Yes

Did the officers, directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (i) a written notice describing the type and amount of support provided during the prior tax year, (ii) a copy of the Form 990 that was most recently filed as of the date of notification, and (iii) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in line 2 above, did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer lines 2a and 2b below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described on line 2a, above constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer lines 3a and 3b below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations?If "Yes" or "No", provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI. the role played by the organization in this regard.

Schedule A (Form 990) 2023

Page 6

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970 (explain in Part VI). See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
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)
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):
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 0.015 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 0.035	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

Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990) 2023

Page 7

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations(continued)

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes	1
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity	2
3 Administrative expenses paid to accomplish exempt purposes of supported organizations	3
4 Amounts paid to acquire exempt-use assets	4
5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI)	5
6 Other distributions (describe in Part VI). See instructions	6
7Total annual distributions. Add lines 1 through 6.	7
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions	8
9 Distributable amount for 2023 from Section C, line 6	9
10 Line 8 amount divided by Line 9 amount	10

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2023	(iii) Distributable Amount for 2023
1 Distributable amount for 2023 from Section C, line 6
2 Underdistributions, if any, for years prior to 2023 (reasonable cause required-- explain in Part VI). See instructions.
3 Excess distributions carryover, if any, to 2023:
a From 2018.......
b From 2019.......
c From 2020.......
d From 2021.......
e From 2022.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2023 distributable amount
i Carryover from 2018 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from line 3f.
4Distributions for 2023 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2023 distributable amount
c Remainder. Subtract lines 4a and 4b from line 4.
5 Remaining underdistributions for years prior to 2023, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions.
6 Remaining underdistributions for 2023. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions.
7 Excess distributions carryover to 2024. Add lines 3j and 4c.
8 Breakdown of line 7:
a Excess from 2019.....
b Excess from 2020.....
c Excess from 2021.....
d Excess from 2022.....
e Excess from 2023.....

Schedule A (Form 990) (2023)

Schedule A (Form 990) 2023

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test
THE FACTS AND CIRCUMSTANCES TEST AS APPLIED TO THE CLYFFORD STILL MUSEUM (CSM) SEE ATTACHMENT THE CLYFFORD STILL MUSEUM WAS REQUIRED TO DEMONSTRATE ITS PUBLIC SUPPORT BEGINNING IN 2011. SINCE THEN, THE MUSEUM'S PUBLIC SUPPORT HAS EXCEEDED 33.3% FOR THAT YEAR AND EACH OF THE FOLLOWING NINE YEARS. THE MUSEUM'S PUBLIC SUPPORT FELL TO 23.79% IN 2021, BUT THE MUSEUM RETAINED ITS STATUS AS A PUBLIC CHARITY BASED ON THE PRIOR YEAR'S PUBLIC SUPPORT PERCENTAGE. IN 2022, THE MUSEUM'S PUBLIC SUPPORT WAS 24.00% AND THE MUSEUM RETAINED ITS STATUS AS A PUBLIC CHARITY BASED ON THE FACTS AND CIRCUMSTANCE FILING. MUSEUM STAFF CURRENTLY PROJECT THAT CSM'S SUPPORT LEVEL WILL BE APPROXIMATELY 22.85% FOR CALENDAR YEAR 2023 AND REMAIN AT AROUND THAT LEVEL FOR SEVERAL YEARS THEREAFTER, ASSUMING MUSEUM OPERATIONS REMAIN FAIRLY CONSISTENT OVER THOSE YEARS. THE MUSEUM DESIRES TO RETAIN ITS PUBLIC CHARITY STATUS AND BELIEVES IT CAN CONTINUE TO SATISFY THE FACTS AND CIRCUMSTANCES TEST, BASED UPON THE FOLLOWING EVALUATION OF THE FACTORS THE IRS TYPICALLY LOOKS TO FOR PROOF OF AN ORGANIZATION'S PUBLIC SUPPORT. CLYFFORD STILL MUSEUM ("CSM") MAINTAINS A CONTINUOUS AND BONA FIDE PROGRAM FOR SOLICITATION OF FUNDS FROM THE GENERAL PUBLIC, COMMUNITY, MEMBERS, GOVERNMENT UNITS, AND OTHER PUBLIC CHARITIES. CSM MAINTAINS CONSISTENT AND SIGNIFICANT LEVELS OF SUPPORT FROM INDIVIDUAL DONORS, GOVERNMENT UNITS, AND PUBLIC CHARITIES, IN ADDITION TO RECEIVING MEMBERSHIP REVENUE. AS TABLE I BELOW INDICATES, CSM ANNUALLY PROCESSED DONATIONS FROM AN AVERAGE OF MORE THAN 500 DIFFERENT DONORS IN ITS FIVE MOST RECENT TAX YEARS, AND HAS STEADILY INCREASED ITS MEMBERSHIP TRANSACTIONS WITH OVER 1,000 NEW AND RENEWAL MEMBERSHIP TRANSACTIONS TAKING PLACE ANNUALLY IN THE YEARS PRIOR TO 2020 (MEMBERSHIP TRANSACTIONS REDUCED TO 860 IN 2020 DUE TO COVID AND IS BEGINNING TO REBOUND IN 2023). AS TABLE II BELOW INDICATES, IN THE FIVE MOST RECENT TAX YEARS, CSM'S REVENUE FROM GOVERNMENT UNITS HAS AVERAGED 516,388 ANNUALLY. THE MUSEUM HAS MAINTAINED A CONTINUOUS PROGRAM OF SOLICITING FUNDS FROM THE GENERAL PUBLIC BOTH FROM MEMBERSHIPS AND CONTRIBUTED REVENUE. THE MUSEUM HAS STAFF DEDICATED TO MEMBERSHIP AND DEVELOPMENT, AND THESE STAFF MEMBERS ACTIVELY SEEK MEMBERSHIP RENEWALS AND NEW MEMBERSHIPS, AND THEY PURSUE CONTRIBUTED REVENUE FROM GOVERNMENTAL SOURCES, FOUNDATIONS, CORPORATIONS, AND INDIVIDUALS. THE MUSEUM AUGMENTED THIS STAFF IN 2022 WITH THE HIRING OF A NEW SENIOR LEADERSHIP POSITION, DIRECTOR OF DEVELOPMENT, AND CONTINUED TO BUILD THE DEPARTMENT WITH A DEDICATED MEMBERSHIP MANAGER ADDED IN 2023. THESE STRATEGIC HIRES CONTINUE TO PLAY LEAD ROLES IN HELPING THE MUSEUM ACHIEVE SUCCESS IN INCREASING PUBLIC SUPPORT. THE MUSEUM IS AMID ITS 2023 - 2025 STRATEGIC PLAN CONTAINING EXPLICIT GOALS TO STRENGTHEN AND MAINTAIN A BROAD RANGE OF PUBLIC SUPPORT COVID IMPLICATIONS LIKE MOST ARTS ORGANIZATIONS, CSM'S PUBLIC SUPPORT LEVELS WERE NEGATIVELY IMPACTED BY THE COVID PANDEMIC IN 2020 AND 2021 BECAUSE OF REDUCED MUSEUM ATTENDANCE AND REDUCED MEMBERSHIPS (DRIVEN IN PART BY MANDATORY CLOSURES), IN ADDITION TO MORE LIMITED DONATIONS FROM THE GENERAL PUBLIC. ACCORDINGLY, CSM'S PUBLIC SUPPORT LEVELS DROPPED BELOW 33 1/3% FOR THE FIRST TIME IN THE 2021 TAX YEAR. FOUNDATION CONTRIBUTIONS AND PUBLIC PURPOSE FROM 2015 TO PRESENT, THE MUSEUM HAS RECEIVED AND RELIED UPON INCREASED CONTRIBUTIONS FROM CLYFFORD STILLS MUSEUM FOUNDATION (THE "FOUNDATION") TO HELP COVER CSM'S OPERATING EXPENSES. BECAUSE THE FOUNDATION CONVERTED TO AN INTERNAL REVENUE CODE SECTION 509(A)(3) SUPPORTING ORGANIZATION, A SIGNIFICANT PORTION OF THE FOUNDATION'S CONTRIBUTIONS ARE NOW EXCLUDED FROM CSM'S PUBLIC SUPPORT BECAUSE OF THE 2% LIMITATION (PRIOR TO THE CONVERSION, THE FOUNDATION WAS A CODE SECTION 170(B)(1)(A)(VI) PUBLICLY SUPPORTED CHARITY, CONTRIBUTIONS FROM WHICH COUNTED 100% TOWARDS PUBLIC SUPPORT). IT IS WORTH NOTING, HOWEVER, THAT THE ORIGINAL SOURCE OF THE CORPUS OF THE FOUNDATION'S ENDOWMENT ASSETS WAS GOVERNMENTAL-I.E., A CONTRIBUTION FROM THE CITY AND COUNTY OF DENVER. IN 2011, THE CITY AND COUNTY OF DENVER PETITIONED THE MARYLAND COURTS FOR THE REFORMATION OF PATRICIA STILL'S WILL SEEKING THE RELEASE OF FOUR PAINTINGS FROM THAT ESTATE'S ASSETS FOR PURPOSES OF SALE TO GENERATE AN ENDOWMENT FOR THE MUSEUM. THIS PETITION WAS GRANTED, AND THE CITY TRANSFERRED THE PROCEEDS FROM ITS SALE OF THESE FOUR PAINTINGS TO CSM, WHICH IN TURN ESTABLISHED THE FOUNDATION TO HOLD AND MANAGE THESE INVESTMENT FUNDS. THE ORIGINAL GOVERNMENTAL SOURCE OF CSM'S INVESTMENT ASSETS (WHICH ARE HELD BY THE SUPPORTING ORGANIZATION FOUNDATION) HELPS DEMONSTRATE THAT CSM IS SERVING A PUBLIC PURPOSE. IN ADDITION TO PROVIDING THE SOURCE OF THE INITIAL FUNDING FOR THE FOUNDATION, CSM'S ART COLLECTION CONTINUES TO BE OWNED BY THE CITY AND COUNTY OF DENVER, THE CITY HAVING RECEIVED THE ARTWORK FROM THE ARTIST'S AND HIS WIDOW'S ESTATES. CSM HAS ASSUMED CUSTODIAL RESPONSIBILITY FOR THE CARE, EXHIBITION, AND STUDY OF THIS PUBLIC COLLECTION PURSUANT TO A FIFTY- YEAR AGREEMENT WITH THE CITY AND COUNTY OF DENVER (WHICH IS RENEWABLE FOR ADDITIONAL TERMS). CSM'S CORE ASSETS, AND ITS RAISON D'ETRE, ARE A PUBLICLY OWNED COLLECTION OF ART, WHICH MAKES CSM'S NEXUS TO THE GENERAL PUBLIC AND THE CITY AND COUNTY OF DENVER ESSENTIAL TO ITS CHARACTER AND MISSION. GOVERNING BODY CSM'S GOVERNING BODY (I.E., ITS BOARD OF DIRECTORS) REPRESENTS THE BROAD INTERESTS OF THE PUBLIC. BECAUSE OF CSM'S CLOSE CONNECTIONS WITH THE CITY AND COUNTY OF DENVER, THE CITY HAS CONTRACTUALLY REQUIRED CSM TO INCLUDE CERTAIN PROVISIONS IN ITS BYLAWS THAT ENSURE CSM'S BOARD REPRESENTS BOTH THE CITY AND THE BROAD INTERESTS OF THE PUBLIC. PURSUANT TO CSM'S BYLAWS, ONE OF CLYFFORD STILL'S ADULT CHILDREN AND THE ADULT NEPHEW OF CLYFFORD STILL'S WIDOW, PATRICIA, MAINTAIN HONORARY DIRECTOR POSITIONS. ADDITIONALLY, THE FOLLOWING DIRECTORS SERVE IN AN EX OFFICIO CAPACITY: (I) A COMMISSIONER OF THE DENVER COMMISSION ON CULTURAL AFFAIRS (OR A DESIGNEE SELECTED BY THE MAYOR OF THE CITY AND COUNTY OF DENVER); (II) A MEMBER OF THE DENVER CITY COUNCIL (AS SELECTED BY THE CITY AND COUNTY OF DENVER CITY COUNCIL PRESIDENT); MAYORAL APPOINTEE(S) (NAMELY, ONE MAYORAL APPOINTEE SHALL SERVE ON THE BOARD OF DIRECTORS FOR EVERY TWELVE (12) OTHER MEMBERS OF THE BOARD OF DIRECTORS); AND (III) DIRECTOR OF THE DENVER ARTS AND VENUES AGENCY OF THE CITY AND COUNTY OF DENVER (OR ANY SUCCESSOR ORGANIZATION). IN ADDITION, THE CSM BOARD IS COMPRISED OF DIVERSE REPRESENTATIVES OF THE COMMUNITY INCLUDING SEVERAL COMMUNITY LEADERS INCLUDING ARTISTS, EDUCATORS AND ARCHITECTS, EACH WITH SPECIAL KNOWLEDGE AND EXPERTISE THAT HELPS ADVISE THE MUSEUM ON THE DEVELOPMENT AND IMPLEMENTATION OF ITS ACTIVITIES. MUSEUM ACCESS TO THE GENERAL PUBLIC CSM BEGAN TO ACTIVELY OPERATE THE MUSEUM AS A CULTURAL ORGANIZATION IN 2011. CSM HAS BEEN OPEN TO THE PUBLIC AS A MUSEUM ON A CONTINUOUS BASIS SINCE 2011 WITH REGULAR OPERATING HOURS (EXCEPT FOR PERIODS OF MANDATED CLOSURE IN 2020 DURING THE HEIGHT OF THE COVID PANDEMIC). CSM MAKES EFFORTS TO ATTRACT A BROAD AUDIENCE, OFFERING NUMEROUS FREE DAYS EACH YEAR AND PROVIDING FREE ACCESS AND DISCOUNTS FOR IN-PERSON AND VIRTUAL EDUCATIONAL AND ADULT PROGRAMMING. CSM ACTIVELY PURSUES DIVERSITY, EQUITY, ACCESS AND INCLUSION INITIATIVES IN ALL FACETS OF ITS WORK, AND CSM STAFF WORK WITH INTERNAL AND EXTERNAL STAKEHOLDERS TO BETTER UNDERSTAND BARRIERS TO PARTICIPATION AND DEVISE WAYS OF OVERCOMING THOSE BARRIERS. . IN 2018, THE MUSEUM COMMISSIONED A LARGE-SCALE CONSULTING EVALUATION PROJECT WHICH SOUGHT TO BETTER UNDERSTAND THE COMMUNITY'S INTERESTS AND NEEDS AND THE BARRIERS TO PARTICIPATION FOR VARIOUS PARTS OF THE COMMUNITY. SINCE RECEIVING THE FINDINGS OF THAT EVALUATION THE MUSEUM HAS ACTIVELY IMPLEMENTED CHANGES IN VIRTUALLY EVERY DEPARTMENT IN AN EFFORT TO ATTRACT MORE MEMBERS OF THE PUBLIC. IN 2022, THE MUSEUM UNDERTOOK AN EQUITY ASSESSMENT CONDUCTED BY A LEADING DIVERSITY, EQUITY, ACCESS AND INCLUSION CONSULTING FIRM. BUILDING ON THE RESULTS OF THE ASSESSMENT, THE MUSEUM CREATED A STRATEGIC BLUEPRINT FOR OPERATIONALIZING DIVERSITY, EQUITY, ACCESS AND INCLUSION WORK ACROSS THE ORGANIZATION AS WELL AS A LENS TO HELP ENSURE THESE PRINCIPLES ARE FOREGROUNDED IN ALL PLANNING AND DECISION- MAKING. THE MUSEUM'S CURRENT 2023 - 2025 STRATEGIC PLAN INCORPORATES THE FINDINGS FROM THE STRATEGIC BLUEPRINT TO ENSURE THE INSTITUTIONAL COMMITMENT TO DIVERSITY, EQUITY, ACCESS, AND INCLUSION IS PRIORITIZED THROUGHOUT ALL AREAS OF THE ORGANIZATION. MEMBERSHIP OUTREACH CSM ENDEAVORS TO INTEREST ALL VISITORS IN ITS MEMBERSHIP PROGRAM BY ALLOWING VISITORS TO APPLY THE COST OF THEIR ADMISSION TOWARD PURCHASE OF THEIR CSM MEMBERSHIP. CSM ALSO CONDUCTS MEMBERSHIP CAMPAIGNS PERIODICALLY, AND IT OCCASIONALLY PARTNERS WITH OTHER ORGANIZATIONS TO OFFER JOINT MEMBERSHIPS TO EXPAND THE MEMBERSHIP BASE OF EACH ORGANIZATION TO INCLUDE AS MANY MEMBERS OF THE GENERAL PUBLIC AS POSSIBLE. CSM'S LARGEST MEMBERSHIP CATEGORY INCLUDES THE IN

Facts And Circumstances Test

THE FACTS AND CIRCUMSTANCES TEST AS APPLIED TO THE CLYFFORD STILL MUSEUM (CSM) SEE ATTACHMENT THE CLYFFORD STILL MUSEUM WAS REQUIRED TO DEMONSTRATE ITS PUBLIC SUPPORT BEGINNING IN 2011. SINCE THEN, THE MUSEUM'S PUBLIC SUPPORT HAS EXCEEDED 33.3% FOR THAT YEAR AND EACH OF THE FOLLOWING NINE YEARS. THE MUSEUM'S PUBLIC SUPPORT FELL TO 23.79% IN 2021, BUT THE MUSEUM RETAINED ITS STATUS AS A PUBLIC CHARITY BASED ON THE PRIOR YEAR'S PUBLIC SUPPORT PERCENTAGE. IN 2022, THE MUSEUM'S PUBLIC SUPPORT WAS 24.00% AND THE MUSEUM RETAINED ITS STATUS AS A PUBLIC CHARITY BASED ON THE FACTS AND CIRCUMSTANCE FILING. MUSEUM STAFF CURRENTLY PROJECT THAT CSM'S SUPPORT LEVEL WILL BE APPROXIMATELY 22.85% FOR CALENDAR YEAR 2023 AND REMAIN AT AROUND THAT LEVEL FOR SEVERAL YEARS THEREAFTER, ASSUMING MUSEUM OPERATIONS REMAIN FAIRLY CONSISTENT OVER THOSE YEARS. THE MUSEUM DESIRES TO RETAIN ITS PUBLIC CHARITY STATUS AND BELIEVES IT CAN CONTINUE TO SATISFY THE FACTS AND CIRCUMSTANCES TEST, BASED UPON THE FOLLOWING EVALUATION OF THE FACTORS THE IRS TYPICALLY LOOKS TO FOR PROOF OF AN ORGANIZATION'S PUBLIC SUPPORT. CLYFFORD STILL MUSEUM ("CSM") MAINTAINS A CONTINUOUS AND BONA FIDE PROGRAM FOR SOLICITATION OF FUNDS FROM THE GENERAL PUBLIC, COMMUNITY, MEMBERS, GOVERNMENT UNITS, AND OTHER PUBLIC CHARITIES. CSM MAINTAINS CONSISTENT AND SIGNIFICANT LEVELS OF SUPPORT FROM INDIVIDUAL DONORS, GOVERNMENT UNITS, AND PUBLIC CHARITIES, IN ADDITION TO RECEIVING MEMBERSHIP REVENUE. AS TABLE I BELOW INDICATES, CSM ANNUALLY PROCESSED DONATIONS FROM AN AVERAGE OF MORE THAN 500 DIFFERENT DONORS IN ITS FIVE MOST RECENT TAX YEARS, AND HAS STEADILY INCREASED ITS MEMBERSHIP TRANSACTIONS WITH OVER 1,000 NEW AND RENEWAL MEMBERSHIP TRANSACTIONS TAKING PLACE ANNUALLY IN THE YEARS PRIOR TO 2020 (MEMBERSHIP TRANSACTIONS REDUCED TO 860 IN 2020 DUE TO COVID AND IS BEGINNING TO REBOUND IN 2023). AS TABLE II BELOW INDICATES, IN THE FIVE MOST RECENT TAX YEARS, CSM'S REVENUE FROM GOVERNMENT UNITS HAS AVERAGED 516,388 ANNUALLY. THE MUSEUM HAS MAINTAINED A CONTINUOUS PROGRAM OF SOLICITING FUNDS FROM THE GENERAL PUBLIC BOTH FROM MEMBERSHIPS AND CONTRIBUTED REVENUE. THE MUSEUM HAS STAFF DEDICATED TO MEMBERSHIP AND DEVELOPMENT, AND THESE STAFF MEMBERS ACTIVELY SEEK MEMBERSHIP RENEWALS AND NEW MEMBERSHIPS, AND THEY PURSUE CONTRIBUTED REVENUE FROM GOVERNMENTAL SOURCES, FOUNDATIONS, CORPORATIONS, AND INDIVIDUALS. THE MUSEUM AUGMENTED THIS STAFF IN 2022 WITH THE HIRING OF A NEW SENIOR LEADERSHIP POSITION, DIRECTOR OF DEVELOPMENT, AND CONTINUED TO BUILD THE DEPARTMENT WITH A DEDICATED MEMBERSHIP MANAGER ADDED IN 2023. THESE STRATEGIC HIRES CONTINUE TO PLAY LEAD ROLES IN HELPING THE MUSEUM ACHIEVE SUCCESS IN INCREASING PUBLIC SUPPORT. THE MUSEUM IS AMID ITS 2023 - 2025 STRATEGIC PLAN CONTAINING EXPLICIT GOALS TO STRENGTHEN AND MAINTAIN A BROAD RANGE OF PUBLIC SUPPORT COVID IMPLICATIONS LIKE MOST ARTS ORGANIZATIONS, CSM'S PUBLIC SUPPORT LEVELS WERE NEGATIVELY IMPACTED BY THE COVID PANDEMIC IN 2020 AND 2021 BECAUSE OF REDUCED MUSEUM ATTENDANCE AND REDUCED MEMBERSHIPS (DRIVEN IN PART BY MANDATORY CLOSURES), IN ADDITION TO MORE LIMITED DONATIONS FROM THE GENERAL PUBLIC. ACCORDINGLY, CSM'S PUBLIC SUPPORT LEVELS DROPPED BELOW 33 1/3% FOR THE FIRST TIME IN THE 2021 TAX YEAR. FOUNDATION CONTRIBUTIONS AND PUBLIC PURPOSE FROM 2015 TO PRESENT, THE MUSEUM HAS RECEIVED AND RELIED UPON INCREASED CONTRIBUTIONS FROM CLYFFORD STILLS MUSEUM FOUNDATION (THE "FOUNDATION") TO HELP COVER CSM'S OPERATING EXPENSES. BECAUSE THE FOUNDATION CONVERTED TO AN INTERNAL REVENUE CODE SECTION 509(A)(3) SUPPORTING ORGANIZATION, A SIGNIFICANT PORTION OF THE FOUNDATION'S CONTRIBUTIONS ARE NOW EXCLUDED FROM CSM'S PUBLIC SUPPORT BECAUSE OF THE 2% LIMITATION (PRIOR TO THE CONVERSION, THE FOUNDATION WAS A CODE SECTION 170(B)(1)(A)(VI) PUBLICLY SUPPORTED CHARITY, CONTRIBUTIONS FROM WHICH COUNTED 100% TOWARDS PUBLIC SUPPORT). IT IS WORTH NOTING, HOWEVER, THAT THE ORIGINAL SOURCE OF THE CORPUS OF THE FOUNDATION'S ENDOWMENT ASSETS WAS GOVERNMENTAL-I.E., A CONTRIBUTION FROM THE CITY AND COUNTY OF DENVER. IN 2011, THE CITY AND COUNTY OF DENVER PETITIONED THE MARYLAND COURTS FOR THE REFORMATION OF PATRICIA STILL'S WILL SEEKING THE RELEASE OF FOUR PAINTINGS FROM THAT ESTATE'S ASSETS FOR PURPOSES OF SALE TO GENERATE AN ENDOWMENT FOR THE MUSEUM. THIS PETITION WAS GRANTED, AND THE CITY TRANSFERRED THE PROCEEDS FROM ITS SALE OF THESE FOUR PAINTINGS TO CSM, WHICH IN TURN ESTABLISHED THE FOUNDATION TO HOLD AND MANAGE THESE INVESTMENT FUNDS. THE ORIGINAL GOVERNMENTAL SOURCE OF CSM'S INVESTMENT ASSETS (WHICH ARE HELD BY THE SUPPORTING ORGANIZATION FOUNDATION) HELPS DEMONSTRATE THAT CSM IS SERVING A PUBLIC PURPOSE. IN ADDITION TO PROVIDING THE SOURCE OF THE INITIAL FUNDING FOR THE FOUNDATION, CSM'S ART COLLECTION CONTINUES TO BE OWNED BY THE CITY AND COUNTY OF DENVER, THE CITY HAVING RECEIVED THE ARTWORK FROM THE ARTIST'S AND HIS WIDOW'S ESTATES. CSM HAS ASSUMED CUSTODIAL RESPONSIBILITY FOR THE CARE, EXHIBITION, AND STUDY OF THIS PUBLIC COLLECTION PURSUANT TO A FIFTY- YEAR AGREEMENT WITH THE CITY AND COUNTY OF DENVER (WHICH IS RENEWABLE FOR ADDITIONAL TERMS). CSM'S CORE ASSETS, AND ITS RAISON D'ETRE, ARE A PUBLICLY OWNED COLLECTION OF ART, WHICH MAKES CSM'S NEXUS TO THE GENERAL PUBLIC AND THE CITY AND COUNTY OF DENVER ESSENTIAL TO ITS CHARACTER AND MISSION. GOVERNING BODY CSM'S GOVERNING BODY (I.E., ITS BOARD OF DIRECTORS) REPRESENTS THE BROAD INTERESTS OF THE PUBLIC. BECAUSE OF CSM'S CLOSE CONNECTIONS WITH THE CITY AND COUNTY OF DENVER, THE CITY HAS CONTRACTUALLY REQUIRED CSM TO INCLUDE CERTAIN PROVISIONS IN ITS BYLAWS THAT ENSURE CSM'S BOARD REPRESENTS BOTH THE CITY AND THE BROAD INTERESTS OF THE PUBLIC. PURSUANT TO CSM'S BYLAWS, ONE OF CLYFFORD STILL'S ADULT CHILDREN AND THE ADULT NEPHEW OF CLYFFORD STILL'S WIDOW, PATRICIA, MAINTAIN HONORARY DIRECTOR POSITIONS. ADDITIONALLY, THE FOLLOWING DIRECTORS SERVE IN AN EX OFFICIO CAPACITY: (I) A COMMISSIONER OF THE DENVER COMMISSION ON CULTURAL AFFAIRS (OR A DESIGNEE SELECTED BY THE MAYOR OF THE CITY AND COUNTY OF DENVER); (II) A MEMBER OF THE DENVER CITY COUNCIL (AS SELECTED BY THE CITY AND COUNTY OF DENVER CITY COUNCIL PRESIDENT); MAYORAL APPOINTEE(S) (NAMELY, ONE MAYORAL APPOINTEE SHALL SERVE ON THE BOARD OF DIRECTORS FOR EVERY TWELVE (12) OTHER MEMBERS OF THE BOARD OF DIRECTORS); AND (III) DIRECTOR OF THE DENVER ARTS AND VENUES AGENCY OF THE CITY AND COUNTY OF DENVER (OR ANY SUCCESSOR ORGANIZATION). IN ADDITION, THE CSM BOARD IS COMPRISED OF DIVERSE REPRESENTATIVES OF THE COMMUNITY INCLUDING SEVERAL COMMUNITY LEADERS INCLUDING ARTISTS, EDUCATORS AND ARCHITECTS, EACH WITH SPECIAL KNOWLEDGE AND EXPERTISE THAT HELPS ADVISE THE MUSEUM ON THE DEVELOPMENT AND IMPLEMENTATION OF ITS ACTIVITIES. MUSEUM ACCESS TO THE GENERAL PUBLIC CSM BEGAN TO ACTIVELY OPERATE THE MUSEUM AS A CULTURAL ORGANIZATION IN 2011. CSM HAS BEEN OPEN TO THE PUBLIC AS A MUSEUM ON A CONTINUOUS BASIS SINCE 2011 WITH REGULAR OPERATING HOURS (EXCEPT FOR PERIODS OF MANDATED CLOSURE IN 2020 DURING THE HEIGHT OF THE COVID PANDEMIC). CSM MAKES EFFORTS TO ATTRACT A BROAD AUDIENCE, OFFERING NUMEROUS FREE DAYS EACH YEAR AND PROVIDING FREE ACCESS AND DISCOUNTS FOR IN-PERSON AND VIRTUAL EDUCATIONAL AND ADULT PROGRAMMING. CSM ACTIVELY PURSUES DIVERSITY, EQUITY, ACCESS AND INCLUSION INITIATIVES IN ALL FACETS OF ITS WORK, AND CSM STAFF WORK WITH INTERNAL AND EXTERNAL STAKEHOLDERS TO BETTER UNDERSTAND BARRIERS TO PARTICIPATION AND DEVISE WAYS OF OVERCOMING THOSE BARRIERS. . IN 2018, THE MUSEUM COMMISSIONED A LARGE-SCALE CONSULTING EVALUATION PROJECT WHICH SOUGHT TO BETTER UNDERSTAND THE COMMUNITY'S INTERESTS AND NEEDS AND THE BARRIERS TO PARTICIPATION FOR VARIOUS PARTS OF THE COMMUNITY. SINCE RECEIVING THE FINDINGS OF THAT EVALUATION THE MUSEUM HAS ACTIVELY IMPLEMENTED CHANGES IN VIRTUALLY EVERY DEPARTMENT IN AN EFFORT TO ATTRACT MORE MEMBERS OF THE PUBLIC. IN 2022, THE MUSEUM UNDERTOOK AN EQUITY ASSESSMENT CONDUCTED BY A LEADING DIVERSITY, EQUITY, ACCESS AND INCLUSION CONSULTING FIRM. BUILDING ON THE RESULTS OF THE ASSESSMENT, THE MUSEUM CREATED A STRATEGIC BLUEPRINT FOR OPERATIONALIZING DIVERSITY, EQUITY, ACCESS AND INCLUSION WORK ACROSS THE ORGANIZATION AS WELL AS A LENS TO HELP ENSURE THESE PRINCIPLES ARE FOREGROUNDED IN ALL PLANNING AND DECISION- MAKING. THE MUSEUM'S CURRENT 2023 - 2025 STRATEGIC PLAN INCORPORATES THE FINDINGS FROM THE STRATEGIC BLUEPRINT TO ENSURE THE INSTITUTIONAL COMMITMENT TO DIVERSITY, EQUITY, ACCESS, AND INCLUSION IS PRIORITIZED THROUGHOUT ALL AREAS OF THE ORGANIZATION. MEMBERSHIP OUTREACH CSM ENDEAVORS TO INTEREST ALL VISITORS IN ITS MEMBERSHIP PROGRAM BY ALLOWING VISITORS TO APPLY THE COST OF THEIR ADMISSION TOWARD PURCHASE OF THEIR CSM MEMBERSHIP. CSM ALSO CONDUCTS MEMBERSHIP CAMPAIGNS PERIODICALLY, AND IT OCCASIONALLY PARTNERS WITH OTHER ORGANIZATIONS TO OFFER JOINT MEMBERSHIPS TO EXPAND THE MEMBERSHIP BASE OF EACH ORGANIZATION TO INCLUDE AS MANY MEMBERS OF THE GENERAL PUBLIC AS POSSIBLE. CSM'S LARGEST MEMBERSHIP CATEGORY INCLUDES THE IN

Return Reference	Explanation
PART II, LINE 17A	THE FACTS AND CIRCUMSTANCES TEST AS APPLIED TO THE CLYFFORD STILL MUSEUM (CSM) SEE ATTACHMENT THE CLYFFORD STILL MUSEUM WAS REQUIRED TO DEMONSTRATE ITS PUBLIC SUPPORT BEGINNING IN 2011. SINCE THEN, THE MUSEUM'S PUBLIC SUPPORT HAS EXCEEDED 33.3% FOR THAT YEAR AND EACH OF THE FOLLOWING NINE YEARS. THE MUSEUM'S PUBLIC SUPPORT FELL TO 23.79% IN 2021, BUT THE MUSEUM RETAINED ITS STATUS AS A PUBLIC CHARITY BASED ON THE PRIOR YEAR'S PUBLIC SUPPORT PERCENTAGE. IN 2022, THE MUSEUM'S PUBLIC SUPPORT WAS 24.00% AND THE MUSEUM RETAINED ITS STATUS AS A PUBLIC CHARITY BASED ON THE FACTS AND CIRCUMSTANCE FILING. MUSEUM STAFF CURRENTLY PROJECT THAT CSM'S SUPPORT LEVEL WILL BE APPROXIMATELY 22.85% FOR CALENDAR YEAR 2023 AND REMAIN AT AROUND THAT LEVEL FOR SEVERAL YEARS THEREAFTER, ASSUMING MUSEUM OPERATIONS REMAIN FAIRLY CONSISTENT OVER THOSE YEARS. THE MUSEUM DESIRES TO RETAIN ITS PUBLIC CHARITY STATUS AND BELIEVES IT CAN CONTINUE TO SATISFY THE FACTS AND CIRCUMSTANCES TEST, BASED UPON THE FOLLOWING EVALUATION OF THE FACTORS THE IRS TYPICALLY LOOKS TO FOR PROOF OF AN ORGANIZATION'S PUBLIC SUPPORT. CLYFFORD STILL MUSEUM ("CSM") MAINTAINS A CONTINUOUS AND BONA FIDE PROGRAM FOR SOLICITATION OF FUNDS FROM THE GENERAL PUBLIC, COMMUNITY, MEMBERS, GOVERNMENT UNITS, AND OTHER PUBLIC CHARITIES. CSM MAINTAINS CONSISTENT AND SIGNIFICANT LEVELS OF SUPPORT FROM INDIVIDUAL DONORS, GOVERNMENT UNITS, AND PUBLIC CHARITIES, IN ADDITION TO RECEIVING MEMBERSHIP REVENUE. AS TABLE I BELOW INDICATES, CSM ANNUALLY PROCESSED DONATIONS FROM AN AVERAGE OF MORE THAN 500 DIFFERENT DONORS IN ITS FIVE MOST RECENT TAX YEARS, AND HAS STEADILY INCREASED ITS MEMBERSHIP TRANSACTIONS WITH OVER 1,000 NEW AND RENEWAL MEMBERSHIP TRANSACTIONS TAKING PLACE ANNUALLY IN THE YEARS PRIOR TO 2020 (MEMBERSHIP TRANSACTIONS REDUCED TO 860 IN 2020 DUE TO COVID AND IS BEGINNING TO REBOUND IN 2023). AS TABLE II BELOW INDICATES, IN THE FIVE MOST RECENT TAX YEARS, CSM'S REVENUE FROM GOVERNMENT UNITS HAS AVERAGED 516,388 ANNUALLY. THE MUSEUM HAS MAINTAINED A CONTINUOUS PROGRAM OF SOLICITING FUNDS FROM THE GENERAL PUBLIC BOTH FROM MEMBERSHIPS AND CONTRIBUTED REVENUE. THE MUSEUM HAS STAFF DEDICATED TO MEMBERSHIP AND DEVELOPMENT, AND THESE STAFF MEMBERS ACTIVELY SEEK MEMBERSHIP RENEWALS AND NEW MEMBERSHIPS, AND THEY PURSUE CONTRIBUTED REVENUE FROM GOVERNMENTAL SOURCES, FOUNDATIONS, CORPORATIONS, AND INDIVIDUALS. THE MUSEUM AUGMENTED THIS STAFF IN 2022 WITH THE HIRING OF A NEW SENIOR LEADERSHIP POSITION, DIRECTOR OF DEVELOPMENT, AND CONTINUED TO BUILD THE DEPARTMENT WITH A DEDICATED MEMBERSHIP MANAGER ADDED IN 2023. THESE STRATEGIC HIRES CONTINUE TO PLAY LEAD ROLES IN HELPING THE MUSEUM ACHIEVE SUCCESS IN INCREASING PUBLIC SUPPORT. THE MUSEUM IS AMID ITS 2023 - 2025 STRATEGIC PLAN CONTAINING EXPLICIT GOALS TO STRENGTHEN AND MAINTAIN A BROAD RANGE OF PUBLIC SUPPORT COVID IMPLICATIONS LIKE MOST ARTS ORGANIZATIONS, CSM'S PUBLIC SUPPORT LEVELS WERE NEGATIVELY IMPACTED BY THE COVID PANDEMIC IN 2020 AND 2021 BECAUSE OF REDUCED MUSEUM ATTENDANCE AND REDUCED MEMBERSHIPS (DRIVEN IN PART BY MANDATORY CLOSURES), IN ADDITION TO MORE LIMITED DONATIONS FROM THE GENERAL PUBLIC. ACCORDINGLY, CSM'S PUBLIC SUPPORT LEVELS DROPPED BELOW 33 1/3% FOR THE FIRST TIME IN THE 2021 TAX YEAR. FOUNDATION CONTRIBUTIONS AND PUBLIC PURPOSE FROM 2015 TO PRESENT, THE MUSEUM HAS RECEIVED AND RELIED UPON INCREASED CONTRIBUTIONS FROM CLYFFORD STILLS MUSEUM FOUNDATION (THE "FOUNDATION") TO HELP COVER CSM'S OPERATING EXPENSES. BECAUSE THE FOUNDATION CONVERTED TO AN INTERNAL REVENUE CODE SECTION 509(A)(3) SUPPORTING ORGANIZATION, A SIGNIFICANT PORTION OF THE FOUNDATION'S CONTRIBUTIONS ARE NOW EXCLUDED FROM CSM'S PUBLIC SUPPORT BECAUSE OF THE 2% LIMITATION (PRIOR TO THE CONVERSION, THE FOUNDATION WAS A CODE SECTION 170(B)(1)(A)(VI) PUBLICLY SUPPORTED CHARITY, CONTRIBUTIONS FROM WHICH COUNTED 100% TOWARDS PUBLIC SUPPORT). IT IS WORTH NOTING, HOWEVER, THAT THE ORIGINAL SOURCE OF THE CORPUS OF THE FOUNDATION'S ENDOWMENT ASSETS WAS GOVERNMENTAL-I.E., A CONTRIBUTION FROM THE CITY AND COUNTY OF DENVER. IN 2011, THE CITY AND COUNTY OF DENVER PETITIONED THE MARYLAND COURTS FOR THE REFORMATION OF PATRICIA STILL'S WILL SEEKING THE RELEASE OF FOUR PAINTINGS FROM THAT ESTATE'S ASSETS FOR PURPOSES OF SALE TO GENERATE AN ENDOWMENT FOR THE MUSEUM. THIS PETITION WAS GRANTED, AND THE CITY TRANSFERRED THE PROCEEDS FROM ITS SALE OF THESE FOUR PAINTINGS TO CSM, WHICH IN TURN ESTABLISHED THE FOUNDATION TO HOLD AND MANAGE THESE INVESTMENT FUNDS. THE ORIGINAL GOVERNMENTAL SOURCE OF CSM'S INVESTMENT ASSETS (WHICH ARE HELD BY THE SUPPORTING ORGANIZATION FOUNDATION) HELPS DEMONSTRATE THAT CSM IS SERVING A PUBLIC PURPOSE. IN ADDITION TO PROVIDING THE SOURCE OF THE INITIAL FUNDING FOR THE FOUNDATION, CSM'S ART COLLECTION CONTINUES TO BE OWNED BY THE CITY AND COUNTY OF DENVER, THE CITY HAVING RECEIVED THE ARTWORK FROM THE ARTIST'S AND HIS WIDOW'S ESTATES. CSM HAS ASSUMED CUSTODIAL RESPONSIBILITY FOR THE CARE, EXHIBITION, AND STUDY OF THIS PUBLIC COLLECTION PURSUANT TO A FIFTY- YEAR AGREEMENT WITH THE CITY AND COUNTY OF DENVER (WHICH IS RENEWABLE FOR ADDITIONAL TERMS). CSM'S CORE ASSETS, AND ITS RAISON D'ETRE, ARE A PUBLICLY OWNED COLLECTION OF ART, WHICH MAKES CSM'S NEXUS TO THE GENERAL PUBLIC AND THE CITY AND COUNTY OF DENVER ESSENTIAL TO ITS CHARACTER AND MISSION. GOVERNING BODY CSM'S GOVERNING BODY (I.E., ITS BOARD OF DIRECTORS) REPRESENTS THE BROAD INTERESTS OF THE PUBLIC. BECAUSE OF CSM'S CLOSE CONNECTIONS WITH THE CITY AND COUNTY OF DENVER, THE CITY HAS CONTRACTUALLY REQUIRED CSM TO INCLUDE CERTAIN PROVISIONS IN ITS BYLAWS THAT ENSURE CSM'S BOARD REPRESENTS BOTH THE CITY AND THE BROAD INTERESTS OF THE PUBLIC. PURSUANT TO CSM'S BYLAWS, ONE OF CLYFFORD STILL'S ADULT CHILDREN AND THE ADULT NEPHEW OF CLYFFORD STILL'S WIDOW, PATRICIA, MAINTAIN HONORARY DIRECTOR POSITIONS. ADDITIONALLY, THE FOLLOWING DIRECTORS SERVE IN AN EX OFFICIO CAPACITY: (I) A COMMISSIONER OF THE DENVER COMMISSION ON CULTURAL AFFAIRS (OR A DESIGNEE SELECTED BY THE MAYOR OF THE CITY AND COUNTY OF DENVER); (II) A MEMBER OF THE DENVER CITY COUNCIL (AS SELECTED BY THE CITY AND COUNTY OF DENVER CITY COUNCIL PRESIDENT); MAYORAL APPOINTEE(S) (NAMELY, ONE MAYORAL APPOINTEE SHALL SERVE ON THE BOARD OF DIRECTORS FOR EVERY TWELVE (12) OTHER MEMBERS OF THE BOARD OF DIRECTORS); AND (III) DIRECTOR OF THE DENVER ARTS AND VENUES AGENCY OF THE CITY AND COUNTY OF DENVER (OR ANY SUCCESSOR ORGANIZATION). IN ADDITION, THE CSM BOARD IS COMPRISED OF DIVERSE REPRESENTATIVES OF THE COMMUNITY INCLUDING SEVERAL COMMUNITY LEADERS INCLUDING ARTISTS, EDUCATORS AND ARCHITECTS, EACH WITH SPECIAL KNOWLEDGE AND EXPERTISE THAT HELPS ADVISE THE MUSEUM ON THE DEVELOPMENT AND IMPLEMENTATION OF ITS ACTIVITIES. MUSEUM ACCESS TO THE GENERAL PUBLIC CSM BEGAN TO ACTIVELY OPERATE THE MUSEUM AS A CULTURAL ORGANIZATION IN 2011. CSM HAS BEEN OPEN TO THE PUBLIC AS A MUSEUM ON A CONTINUOUS BASIS SINCE 2011 WITH REGULAR OPERATING HOURS (EXCEPT FOR PERIODS OF MANDATED CLOSURE IN 2020 DURING THE HEIGHT OF THE COVID PANDEMIC). CSM MAKES EFFORTS TO ATTRACT A BROAD AUDIENCE, OFFERING NUMEROUS FREE DAYS EACH YEAR AND PROVIDING FREE ACCESS AND DISCOUNTS FOR IN-PERSON AND VIRTUAL EDUCATIONAL AND ADULT PROGRAMMING. CSM ACTIVELY PURSUES DIVERSITY, EQUITY, ACCESS AND INCLUSION INITIATIVES IN ALL FACETS OF ITS WORK, AND CSM STAFF WORK WITH INTERNAL AND EXTERNAL STAKEHOLDERS TO BETTER UNDERSTAND BARRIERS TO PARTICIPATION AND DEVISE WAYS OF OVERCOMING THOSE BARRIERS. . IN 2018, THE MUSEUM COMMISSIONED A LARGE-SCALE CONSULTING EVALUATION PROJECT WHICH SOUGHT TO BETTER UNDERSTAND THE COMMUNITY'S INTERESTS AND NEEDS AND THE BARRIERS TO PARTICIPATION FOR VARIOUS PARTS OF THE COMMUNITY. SINCE RECEIVING THE FINDINGS OF THAT EVALUATION THE MUSEUM HAS ACTIVELY IMPLEMENTED CHANGES IN VIRTUALLY EVERY DEPARTMENT IN AN EFFORT TO ATTRACT MORE MEMBERS OF THE PUBLIC. IN 2022, THE MUSEUM UNDERTOOK AN EQUITY ASSESSMENT CONDUCTED BY A LEADING DIVERSITY, EQUITY, ACCESS AND INCLUSION CONSULTING FIRM. BUILDING ON THE RESULTS OF THE ASSESSMENT, THE MUSEUM CREATED A STRATEGIC BLUEPRINT FOR OPERATIONALIZING DIVERSITY, EQUITY, ACCESS AND INCLUSION WORK ACROSS THE ORGANIZATION AS WELL AS A LENS TO HELP ENSURE THESE PRINCIPLES ARE FOREGROUNDED IN ALL PLANNING AND DECISION- MAKING. THE MUSEUM'S CURRENT 2023 - 2025 STRATEGIC PLAN INCORPORATES THE FINDINGS FROM THE STRATEGIC BLUEPRINT TO ENSURE THE INSTITUTIONAL COMMITMENT TO DIVERSITY, EQUITY, ACCESS, AND INCLUSION IS PRIORITIZED THROUGHOUT ALL AREAS OF THE ORGANIZATION. MEMBERSHIP OUTREACH CSM ENDEAVORS TO INTEREST ALL VISITORS IN ITS MEMBERSHIP PROGRAM BY ALLOWING VISITORS TO APPLY THE COST OF THEIR ADMISSION TOWARD PURCHASE OF THEIR CSM MEMBERSHIP. CSM ALSO CONDUCTS MEMBERSHIP CAMPAIGNS PERIODICALLY, AND IT OCCASIONALLY PARTNERS WITH OTHER ORGANIZATIONS TO OFFER JOINT MEMBERSHIPS TO EXPAND THE MEMBERSHIP BASE OF EACH ORGANIZATION TO INCLUDE AS MANY MEMBERS OF THE GENERAL PUBLIC AS POSSIBLE. CSM'S LARGEST MEMBERSHIP CATEGORY INCLUDES THE IN

Return Reference

Explanation

PART II, LINE 17A

Schedule A (Form 990) 2023

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2023

Name of the organization

CLYFFORD STILL MUSEUM

Employer identification number

86-1147083

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note: Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or other property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and III.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Arrow Bullet

Caution: An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ
or on its Form 990PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990) (2023)

Schedule B (Form 990) (2023) Page 2

Name of organization CLYFFORD STILL MUSEUM

Part I Contributors	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	,	$ RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990) (2023)

Schedule B (Form 990) (2023)

Page 3

Name of organization CLYFFORD STILL MUSEUM		Employer identification number 86-1147083

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
Schedule B (Form 990) (2023)

Schedule B (Form 990) (2023)

Page 4


Name of organization CLYFFORD STILL MUSEUM			Employer identification number 86-1147083
Part III Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) $ Use duplicate copies of Part III if additional space is needed.

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990) (2023)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," on Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.
right arrow

Attach to Form 990.
right arrow

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2022

Open to Public Inspection

Name of the organization

CLYFFORD STILL MUSEUM

Employer identification number

86-1147083

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" on Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds are the organization’s property, subject to the organization’s exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements.
Complete if the organization answered "Yes" on Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements ......................	2a
b	Total acreage restricted by conservation easements ....................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after July 25, 2006, and not on a historic structure listed in the National Register ...	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the
tax year right arrow

Number of states where property subject to conservation easement is located right arrow

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? ............

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
right arrow

Amount of expenses incurred in monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
right arrow

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .............................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" on Form 990, Part IV, line 8.

If the organization elected, as permitted under FASB ASC 958, not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under FASB ASC 958, to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenue included on Form 990, Part VIII, line 1 ......................... right arrow

(ii)

Assets included in Form 990, Part X ............................... right arrow

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under FASB ASC 958 relating to these items:

Revenue included on Form 990, Part VIII, line 1 .......................... right arrow

Assets included in Form 990, Part X ............................... right arrow

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2022

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?...

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" on Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No


b	If "Yes," explain the arrangement in Part XIII and complete the following table:		Amount
c	Beginning balance .............................	1c
d	Additions during the year ............................	1d
e	Distributions during the year ..........................	1e
f	Ending balance ................................	1f

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability? ...

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ....

Part V

Endowment Funds.
Complete if the organization answered "Yes" on Form 990, Part IV, line 10.

		(a) Current year	(b) Prior year	(c) Two years back	(d) Three years back	(e) Four years back

1a	Beginning of year balance ....
b	Contributions ...
c	Net investment earnings, gains, and losses
d	Grants or scholarships ...
e	Other expenditures for facilities and programs ...
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment right arrow

Permanent endowment right arrow

Term endowment right arrow

The percentages on lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) Unrelated organizations .................

3a(i)

(ii) Related organizations .................

3a(ii)

If "Yes" on 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment.
Complete if the organization answered "Yes" on Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b) Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value

1a	Land .....	2,597,761		2,597,761
b	Buildings ....	22,468,359	6,952,932	15,515,427
c	Leasehold improvements	562,855	473,053	89,802
d	Equipment ....	2,165,177	2,165,177
e	Other .....
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				18,202,990

Schedule D (Form 990) 2022

Page 3

Part VII

Investments - Other Securities.
Complete if the organization answered "Yes" on Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b) Book value	(c) Method of valuation: Cost or end-of-year market value
(1) Financial derivatives.........
(2) Closely-held equity interests........
(3)Other
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

Investments - Program Related. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment	(b) Book value	(c) Method of valuation: Cost or end-of-year market value

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets.
Complete if the organization answered 'Yes' on Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities.
Complete if the organization answered 'Yes' on Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability	(b) Book value
(1) Federal income taxes









Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2022

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	4,868,704
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a
b	Donated services and use of facilities .........	2b	18,094
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ...........	2d
e	Add lines 2a through 2d .....................			2e	18,094
3	Subtract line 2e from line 1..................			3	4,850,610
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b....................			4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	4,850,610

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........			1	5,521,055
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities .........	2a	18,094
b	Prior year adjustments ............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ...........	2d
e	Add lines 2a through 2d....................			2e	18,094
3	Subtract line 2e from line 1...................			3	5,502,961
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.....................			4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	5,502,961

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b; Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference

Explanation

SCHEDULE D, PAGE 4, PART XIII

COLLECTIONS - THE CLYFFORD STILL COLLECTION (THE COLLECTION) WAS GIVEN BY THE CLYFFORD STILL ESTATE AND THE PATRICIA STILL ESTATE TO THE CITY AND COUNTY OF DENVER UNDER THE TERMS AND CONDITIONS OF THE CLYFFORD STILL DONATION AGREEMENT AND THE PATRICIA ALICE STILL ESTATE DONATION AGREEMENT. THE COLLECTIONS CONSISTS OF APPROXIMATELY 3,200 PAINTINGS ON CANVAS AND PAPER, AS WELL AS OTHER WORKS OF ART AND THE ARTIST'S ARCHIVE. THE COLLECTION CONSISTS SOLELY OF ORIGINAL WORKS BY CLYFFORD STILL. UNDER THE PROVISIONS OF THE WILL, NONE OF THE WORKS OF ART MAY BE SOLD, GIVEN, OR EXCHANGED BUT ARE TO BE REATINED IN THE MUSEUM IN PERPETUITY FOR EXHIBITION AND STUDY. THE COLLECTION IS HELD FOR EDUCATIONAL, RESEARCH, AND CURATORIAL PURPOSES. EACH ITEM IS CATALOGED, PRESERVED AND CARED FOR, AND ACTIVITIES VERIFYING THEIR EXISTENCE AND ASSESSING THEIR CONIDTION ARE PERFORMED CONTINUOUSLY. THE COLLECTION IS OWNED BY THE CITY AND COUNTY OF DENVER AND IS NOT REPORTED IN THE FINANCIAL STATEMENTS.

Schedule D (Form 990) 2022

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
medium right arrow graphic

Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
medium right arrow graphic

Attach to Form 990.
medium right arrow graphic

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2023

Open to Public Inspection

Name of the organization

CLYFFORD STILL MUSEUM

Employer identification number

86-1147083

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed on Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes on Line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain .....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked on Line 1a? ....

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed on Form 990, Part VII, Section A, line 1a, with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? .............

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ....................

Any related organization? .......................

If "Yes," on line 5a or 5b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ..................

Any related organization? ......................

If "Yes," on line 6a or 6b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization provide any nonfixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported on Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III ..........................

If "Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2023

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported on Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2, 1099-MISC compensation, and/or 1099-NEC			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column (B) reported as deferred on prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1JOYCE TSAI MUSEUM DIRECTOR	(i) (ii)	276,106 -------------	-------------	-------------	47,935 -------------	19,950 -------------	343,991 -------------	-------------
2ANNA BOATWRIGHT DEPUTY DIRECTOR	(i) (ii)	193,003 -------------	-------------	-------------	5,790 -------------	7,432 -------------	206,225 -------------	-------------
3MARNA STEUART DIRECTOR OF FINANCE	(i) (ii)	136,898 -------------	-------------	-------------	4,107 -------------	12,817 -------------	153,822 -------------	-------------

Schedule J (Form 990) 2023

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II. Also complete this part for any additional information.

Return Reference	Explanation
SCHEDULE J, PART III	JOYCE TSAI PARTICIPATES IN AN UNFUNDED 457F DEFERRED COMPENSATION PLAN (THE PLAN). 19,456 WAS CREDITED TO THE PLAN DURING 2023 FOR MS. TSAI.

Schedule J (Form 990) 2023

Additional Data

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Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax-Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part Ⅵ, line 24a. Provide descriptions,
explanations, and any additional information in Part Ⅵ.
Attach to Form 990.
Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2023

Open to Public
Inspection

Name of the organization
CLYFFORD STILL MUSEUM

Employer identification number
86-1147083

Part Ⅰ

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	CECFA VARIABLE RATE DEMAND REVENUE	84-0896727	19645RGS4	10-09-2008	19,540,000	CONSTRUCTION PROJECT		X		X		X

Part Ⅱ

Proceeds

	A		B		C		D
	1 Amount of bonds retired ..................
2 Amount of bonds legally defeased ..............
3 Total proceeds of issue ..................	19,540,000
4 Gross proceeds in reserve funds .............
5 Capitalized interest from proceeds .............	168,525
6 Proceeds in refunding escrows ...............
7 Issuance costs from proceeds ...............	207,500
8 Credit enhancement from proceeds .............	871,358
9 Working capital expenditures from proceeds .............
10 Capital expenditures from proceeds .............	18,292,617
11 Other spent proceeds .............
12 Other unspent proceeds .............
13 Year of substantial completion .............	2011
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue of tax-exempt bonds (or, if issued prior to 2020, a current refunding issue)? ........		X
15 Were the bonds issued as part of an advance refunding issue of taxable bonds (or, if issued prior to 2020, an advance refunding issue)? ........		X
16 Has the final allocation of proceeds been made? ..........	X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? ..................	X

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50193E

Schedule K (Form 990) 2023

Page 2

Part Ⅲ

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? .............		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? ...............		X
3a Are there any management or service contracts that may result in private business use of bond-financed property? .............		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property?
c Are there any research agreements that may result in private business use of bond-financed property? .............		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property?
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government ....
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government .........
6 Total of lines 4 and 5 .............
7 Does the bond issue meet the private security or payment test? ...		X
8a Has there been a sale or disposition of any of the bond-financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?.............		X
b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of. ..
c If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? .............
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2? ........		X

Part Ⅳ

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate? ...		X
2 If "No" to line 1, did the following apply? ....
a Rebate not due yet? .......		X
b Exception to rebate? ........		X
c No rebate due? .........	X
If "Yes" to line 2c, provide in Part Ⅵ the date the rebate computation was performed ......
3 Is the bond issue a variable rate issue? .....	X

Schedule K (Form 990) 2023

Page 3

Part Ⅳ

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?	X
b Name of provider ..........	WELLS FARGO
c Term of hedge .........	700.0000000000 %
d Was the hedge superintegrated? ......	X
e Was the hedge terminated? ........		X
5a Were gross proceeds invested in a guaranteed investment contract (GIC)?		X
b Name of provider ..........
c Term of GIC .........
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? ........
6 Were any gross proceeds invested beyond an available temporary period?		X
7 Has the organization established written procedures to monitor the requirements of section 148? ...	X

Part Ⅴ

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?		X

Part Ⅵ

Supplemental Information. Provide additional information for responses to questions on Schedule K. (See instructions).

Return Reference	Explanation
PURPOSE OF ISSUE DESCRIPTION	CECFA VARIABLE RATE DEMAND REVENUE CONSTRUCTION PROJECT
DATE REBATE COMPUTATION PERFORMED	CECFA VARIABLE RATE DEMAND REVENUE 02/01/18
ADDITIONAL INFORMATION	CECFA VARIABLE RATE DEMAND REVENUE 19,540,000 CECFA VARIABLE RATE DEMAND REVENUE BOND

Schedule K (Form 990) 2023

Additional Data

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SCHEDULE O
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2023

Open to Public
Inspection

Name of the organization

CLYFFORD STILL MUSEUM

Employer identification number

86-1147083

Return Reference	Explanation
FORM 990, PAGE 2, PART III, LINE 4A	MUSEUM BUILDING AND GALLERIES: THE CLYFFORD STILL MUSEUM RAISED FUNDS FROM PRIVATE PHILANTHROPIC SOURCES TO FINANCE THE CONSTRUCTION OF THE CLYFFORD STILL MUSEUM FACILITY. THE TWO-STORY, 28,500-SQUARE-FOOT BUILDING BROKE GROUND IN DECEMBER 2009, CONSTRUCTION WAS COMPLETED IN SEPTEMBER 2011 AND THE MUSEUM OPENED TO THE PUBLIC IN NOVEMBER 2011. THE BUILDING, CUSTOM DESIGNED BY BRAD CLOEPFIL OF ALLIED WORKS ARCHITECTURE FOR THE STORAGE AND DISPLAY OF THE STILL COLLECTION, WON THE 2012 HONOR AWARD FROM THE NEW YORK CHAPTER OF THE AMERICAN INSTITUTE OF ARCHITECTS. A CANTILEVERED CANOPY OF CONCRETE LEADS VISITORS INTO THE FIRST-FLOOR LOBBY, AND GLASS WALLS ALLOW VISITORS TO SEE INTO THE CONSERVATION STUDIO AND COLLECTIONS STORAGE. THE MUSEUM'S OPEN DESIGN EMBODIES THE FOUNDING PRINCIPLE OF THE INSTITUTION, THE REVEALING TO THE PUBLIC OF THIS ONCE-PRIVATE AND VERY PERSONAL COLLECTION. THE SECOND FLOOR CONSISTS OF A SERIES OF NINE DISTINCT GALLERIES, HAVING VARYING CEILING HEIGHTS AND PROPORTIONS DESIGNED FOR THE OPTIMAL DISPLAY OF THE DIFFERENT ELEMENTS OF THE STILL COLLECTIONS. ONE OF THE SINGULAR FEATURES OF THE MUSEUM IS ITS DAYLIGHT SYSTEM THAT INCLUDES DIFFUSING SKYLIGHTS AND MOTORIZED SHADES SITUATED ABOVE A CUSTOM-FORMED, PERFORATED CONCRETE CEILING. THE MUSEUM'S STATE-OF-THE-ART MECHANICAL SYSTEMS MAINTAIN THE OPTIMAL ENVIRONMENTAL CONDITIONS FOR THE PRESERVATION OF THE ARTWORKS.
FORM 990, PAGE 2, PART III, LINE 4B	EXHIBITIONS AND COLLECTIONS: THE CLYFFORD STILL MUSEUM WAS ESTABLISHED TO SERVE AS A PERMANENT REPOSITORY AND EXHIBITION PLACE FOR THE WORKS OF ONE OF THE MOST IMPORTANT PAINTERS OF THE 20TH CENTURY, CLYFFORD STILL (1904-1980). CLYFFORD AND PATRICIA STILL'S WILLS DIRECTED THAT THE STILL COLLECTION BE GIVEN TO AN AMERICAN CITY THAT WOULD AGREE TO BUILD AND SUPPORT SUCH A MUSEUM. AFTER THE ARTIST'S DEATH IN 1980, THE CLYFFORD STILL ESTATE WAS SEALED OFF FROM PUBLIC AND SCHOLARLY VIEW. IN 2004-2005, THE ARTIST'S WIDOW PATRICIA SELECTED THE CITY OF DENVER TO RECEIVE THE SUBSTANTIAL STILL COLLECTION, INCLUDING THE ARTIST'S ARCHIVES. THE CLYFFORD STILL MUSEUM, AS THE STEWARD OF THIS LEGACY COLLECTION, IS CONTINUING THE LENGTHY PROCESS OF ATTENDING TO THE CONSERVATION OF STILL'S PAINTINGS, MANY OF WHICH HAVE BEEN ROLLED AND IN STORAGE FOR OVER 30 YEARS, AS WELL AS THE EXTENSIVE WORKS ON PAPER COLLECTION. THE MUSEUM IS ALSO DEVOTING SIGNIFICANT RESOURCES TO THE INSPECTION AND CATALOGING OF THE COLLECTIONS, THE PREPARATION OF WORKS FOR EXHIBITION, AND TO THE PROPER STORAGE OF THE COLLECTIONS IN THE MUSEUM ITSELF. THE MUSEUM'S COLLECTION OF APPROXIMATELY 3,200 PAINTINGS, DRAWINGS, PRINTS, AND SCULPTURES, THE MAJORITY OF WHICH HAVE NEVER BEEN ON PUBLIC DISPLAY BEFORE, PROVIDES AN UNPRECEDENTED OPPORTUNITY TO REFLECT ON THE FULL SCOPE OF STILL'S OEUVRE AND HIS PROFOUND INFLUENCE ON AMERICAN ART. THE MUSEUM ANTICIPATES ROTATING EXHIBITIONS AT LEAST TWICE EACH YEAR, WITH SINGLE GALLERY EXHIBITS ROTATING SOMEWHAT MORE FREQUENTLY.
FORM 990, PAGE 2, PART III, LINE 4C	EDUCATION AND PROGRAMS: AS PART OF THE MUSEUM'S VISION TO OFFER QUALITY PROGRAMS AND CONDUCT SCHOLARLY RESEARCH RELATING TO THE ART AND LIFE OF CLYFFORD STILL, THE MUSEUM ENGAGES OUR AUDIENCES THROUGH PROGRAMS AND EDUCATIONAL OFFERINGS THAT BOTH ENLIVEN MUSEUM SPACES AND PROVIDE OPPORTUNITIES FOR MEDITATION - IN SINGLE EVENTS AND LONGER TERM COLLABORATIONS. PROGRAMS ARE DESIGNED TO FOSTER A DIALOGUE ABOUT STILL'S WORK AND ITS CURRENT AND FUTURE RELEVANCE. USING THE WORK OF CLYFFORD STILL AS A POINT OF DEPARTURE, THE MUSEUM'S PROGRAMS CREATE A UNIQUE PLATFORM FOR EXPLORING THE CONCERNS OF MODERN AND CONTEMPORARY ART THROUGH MULTIPLE VOICES AND INTERDISCIPLINARY PROGRAMS. THE CLYFFORD STILL MUSEUM OFFERS LECTURES, FILMS, PRODUCTIONS, TOURS AND INTERPRETIVE MATERIALS AND TECHNOLOGIES TO SUPPORT AND ENGAGE VISITORS' UNDERSTANDING ABOUT THE WORK OF CLYFFORD STILL, HIS LIFE, AND SIGNIFICANCE TO MODERN AND CONTEMPORARY ART. PROGRAMS INCLUDE A VARIETY OF LOCAL, NATIONAL, AND INTERNATIONAL SPEAKERS AND PARTNERS. THE MUSEUM DEVELOPED THE INSTILL GALLERY VISIT PROGRAM FOR SCHOOL GROUPS IN GRADES 4-12 THROUGH WHICH TRAINED GALLERY INSTRUCTORS PROVIDE THEMATICALLY INTEGRATED, STANDARDS-ALIGNED LESSONS RELATING TO THE MUSEUM'S COLLECTIONS. THE CLYFFORD STILL MUSEUM HAS BEGUN TO DIGITIZE AND CATALOG CLYFFORD STILL'S ARCHIVES WHICH, WHEN AVAILABLE TO STUDENTS AND SCHOLARS, WILL PROVIDE A RICH BODY OF MATERIALS THAT WILL ENLARGE THE UNDERSTANDING OF STILL'S WORKS AND HIS PLACE IN 20TH CENTURY AMERICAN ART. THE CLYFFORD STILL MUSEUM HAS OTHER INITIATIVES DESIGNED TO MAKE THE STILL COLLECTIONS MORE ACCESSIBLE TO A VARIETY OF AUDIENCES. IN 2013, THE MUSEUM FORMED A RESEARCH CENTER AND HELD ITS FIRST SCHOLARLY SYMPOSIUM IN NEW YORK. THE RESEARCH CENTER WILL CONTINUE TO DEVELOP PROGRAMS THAT FOSTER RESEARCH AND WRITING ABOUT CLYFFORD STILL, HIS TIME AND HIS WORK. THE MUSEUM IS ALSO PUBLISHING BOOKS THAT CONTAIN REPRODUCTIONS OF STILL'S WORKS AND SCHOLARLY AND HISTORIC ARTICLES ABOUT THE ARTIST. THE MUSEUM IS CONTINUALLY DEVELOPING TECHNOLOGY SOLUTIONS TO REACH INCREASINGLY BROAD AUDIENCES.
FORM 990, PAGE 6, PART VI, LINE 11B	THE FORM 990 IS MADE AVAILABLE TO ALL BOARD MEMBERS ELECTRONICALLY BEFORE THE RETURN IS FILED WITH THE IRS.
FORM 990, PAGE 6, PART VI, LINE 12C	DISCLOSURES ARE OBTAINED FROM BOARD MEMBERS AND KEY EMPLOYEES ANNUALLY TO REPORT ANY CONFLICT OR POTENTIAL CONFLICT, AS WELL AS AFFIRMATION OF ADHERENCE TO THE POLICY.
FORM 990, PAGE 6, PART VI, LINE 15A	THE COMPENSATION COMMITTEE REVIEWS THE SALARY AND PERFORMANCE OF THE MUSEUM DIRECTOR PERIODICALLY, AND CONSIDERS REGIONAL AND INDUSTRY STANDARDS IN DETERMINING THE AMOUNT OF COMPENSATION.
FORM 990, PAGE 6, PART VI, LINE 19	THESE DOCUMENTS ARE MADE AVAILABLE UPON REQUEST.
FORM 990, PART XII	THE AUDIT AND FINANCE COMMITTEE MEETS ANNUALLY WITH THE INDEPENDENT CPA FIRM TO REVIEW THE RESULTS OF THE CURRENT AUDIT AND INTERNAL CONTROL RECOMMENDATIONS, IF ANY. THE COMMITTEE ALSO ASSUMES THE ANNUAL RESPONSIBILITY OF APPROVING THE SELECTION OF THE AUDIT FIRM. THERE HAVE BEEN NO CHANGES TO THESE PROCESSES FROM THE PRIOR YEAR.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990) 2023

Additional Data

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SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
Attach to Form 990.
Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2023

Open to Public Inspection

Name of the organization

CLYFFORD STILL MUSEUM

Employer identification number

86-1147083

Part I

Identification of Disregarded Entities. Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations. Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1)CLYFFORD STILL MUSEUM FOUNDATION 1250 BANNOCK STREET DENVER,CO80204 61-1581548	SUPPORT TH	CO	501C3	12A	CLYFFORD S CLYFFORD STILL MUSEUM	Yes

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2023

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership. Complete if the organization answered "Yes" on Form 990, Part IV, line 34, because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No	(k) Percentage ownership

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust. Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	Yes	No

Schedule R (Form 990) 2023

Page 3

Part V

Transactions With Related Organizations. Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity .....................

b Gift, grant, or capital contribution to related organization(s) ............................

c Gift, grant, or capital contribution from related organization(s) ............................

Yes

d Loans or loan guarantees to or for related organization(s) ............................

e Loans or loan guarantees by related organization(s) ............................

f Dividends from related organization(s) ............................

g Sale of assets to related organization(s) ............................

h Purchase of assets from related organization(s) ............................

i Exchange of assets with related organization(s) ............................

j Lease of facilities, equipment, or other assets to related organization(s) .......................

k Lease of facilities, equipment, or other assets from related organization(s) ......................

l Performance of services or membership or fundraising solicitations for related organization(s) .....................

Yes

m Performance of services or membership or fundraising solicitations by related organization(s) .................

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) ...................

o Sharing of paid employees with related organization(s) ............................

p Reimbursement paid to related organization(s) for expenses ............................

q Reimbursement paid by related organization(s) for expenses ............................

Yes

r Other transfer of cash or property to related organization(s) ............................

s Other transfer of cash or property from related organization(s) ............................

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) CLYFFORD STILL MUSEUM FOUNDATION	C	3,900,000	N/A-CASH

Schedule R (Form 990) 2023

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership. Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No	(k) Percentage ownership

Schedule R (Form 990) 2023

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R. See instructions.

Return Reference	Explanation

Schedule R (Form 990) 2023

Additional Data

Software ID:
Software Version:

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	4,008,516	4,626,767
9	Program service revenue (Part VIII, line 2g) .........	121,087	168,700
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....		0
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	55,580	55,143
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	4,185,183	4,850,610
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...		0
14	Benefits paid to or for members (Part IX, column (A), line 4).....		0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	2,439,533	2,773,653
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....		0
b	Total fundraising expenses (Part IX, column (D), line 25) 205,682
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	2,707,910	2,729,308
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	5,147,443	5,502,961
19	Revenue less expenses. Subtract line 18 from line 12.......	-962,260	-652,351
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	19,630,612	19,069,056
21	Total liabilities (Part X, line 26).............	983,389	1,074,184
22	Net assets or fund balances. Subtract line 21 from line 20.....	18,647,223	17,994,872

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 775,448 including grants of $ ) (Revenue $ 16,000 )
	MUSEUM BUILDING AND GALLERIES: THE CLYFFORD STILL MUSEUM RAISED FUNDS FROM PRIVATE PHILANTHROPIC SOURCES TO FINANCE THE CONSTRUCTION OF THE CLYFFORD STILL MUSEUM FACILITY. THE TWO-STORY, 28,500-SQUARE-FOOT BUILDING BROKE GROUND IN DECEMBER 2009, CONSTRUCTION WAS COMPLETED IN SEPTEMBER 2011 AND THE MUSEUM OPENED TO THE PUBLIC IN NOVEMBER 2011. THE BUILDING, CUSTOM DESIGNED BY BRAD CLOEPFIL OF ALLIED WORKS ARCHITECTURE FOR THE STORAGE AND DISPLAY OF THE STILL COLLECTION, WON THE 2012 HONOR AWARD FROM THE NEW YORK CHAPTER OF THE AMERICAN INSTITUTE OF ARCHITECTS. A CANTILEVERED CANOPY OF CONCRETE LEADS VISITORS INTO THE FIRST-FLOOR LOBBY, AND GLASS WALLS ALLOW VISITORS TO SEE INTO THE CONSERVATION STUDIO AND COLLECTIONS STORAGE. THE MUSEUM'S OPEN DESIGN EMBODIES THE FOUNDING PRINCIPLE OF THE INSTITUTION, THE REVEALING TO THE PUBLIC OF THIS ONCE-PRIVATE AND VERY PERSONAL COLLECTION. THE SECOND FLOOR CONSISTS OF A SERIES OF NINE DISTINCT GALLERIES, HAVING VARYING CEILING HEIGHTS AND PROPORTIONS DESIGNED FOR THE OPTIMAL DISPLAY OF THE DIFFERENT ELEMENTS OF THE STILL COLLECTIONS. ONE OF THE SINGULAR FEATURES OF THE MUSEUM IS ITS DAYLIGHT SYSTEM THAT INCLUDES DIFFUSING SKYLIGHTS AND MOTORIZED SHADES SITUATED ABOVE A CUSTOM-FORMED, PERFORATED CONCRETE CEILING. THE MUSEUM'S STATE-OF-THE-ART MECHANICAL SYSTEMS MAINTAIN THE OPTIMAL ENVIRONMENTAL CONDITIONS FOR THE PRESERVATION OF THE ARTWORKS.

4b	(Code: ) (Expenses $ 1,380,162 including grants of $ ) (Revenue $ 152,700 )
	EXHIBITIONS AND COLLECTIONS: THE CLYFFORD STILL MUSEUM WAS ESTABLISHED TO SERVE AS A PERMANENT REPOSITORY AND EXHIBITION PLACE FOR THE WORKS OF ONE OF THE MOST IMPORTANT PAINTERS OF THE 20TH CENTURY, CLYFFORD STILL (1904-1980). CLYFFORD AND PATRICIA STILL'S WILLS DIRECTED THAT THE STILL COLLECTION BE GIVEN TO AN AMERICAN CITY THAT WOULD AGREE TO BUILD AND SUPPORT SUCH A MUSEUM. AFTER THE ARTIST'S DEATH IN 1980, THE CLYFFORD STILL ESTATE WAS SEALED OFF FROM PUBLIC AND SCHOLARLY VIEW. IN 2004-2005, THE ARTIST'S WIDOW PATRICIA SELECTED THE CITY OF DENVER TO RECEIVE THE SUBSTANTIAL STILL COLLECTION, INCLUDING THE ARTIST'S ARCHIVES. THE CLYFFORD STILL MUSEUM, AS THE STEWARD OF THIS LEGACY COLLECTION, IS CONTINUING THE LENGTHY PROCESS OF ATTENDING TO THE CONSERVATION OF STILL'S PAINTINGS, MANY OF WHICH HAVE BEEN ROLLED AND IN STORAGE FOR OVER 30 YEARS, AS WELL AS THE EXTENSIVE WORKS ON PAPER COLLECTION. THE MUSEUM IS ALSO DEVOTING SIGNIFICANT RESOURCES TO THE INSPECTION AND CATALOGING OF THE COLLECTIONS, THE PREPARATION OF WORKS FOR EXHIBITION, AND TO THE PROPER STORAGE OF THE COLLECTIONS IN THE MUSEUM ITSELF. THE MUSEUM'S COLLECTION OF APPROXIMATELY 3,200 PAINTINGS, DRAWINGS, PRINTS, AND SCULPTURES, THE MAJORITY OF WHICH HAVE NEVER BEEN ON PUBLIC DISPLAY BEFORE, PROVIDES AN UNPRECEDENTED OPPORTUNITY TO REFLECT ON THE FULL SCOPE OF STILL'S OEUVRE AND HIS PROFOUND INFLUENCE ON AMERICAN ART. THE MUSEUM ANTICIPATES ROTATING EXHIBITIONS AT LEAST TWICE EACH YEAR, WITH SINGLE GALLERY EXHIBITS ROTATING SOMEWHAT MORE FREQUENTLY.

4c	(Code: ) (Expenses $ 1,187,852 including grants of $ ) (Revenue $ )
	EDUCATION AND PROGRAMS: AS PART OF THE MUSEUM'S VISION TO OFFER QUALITY PROGRAMS AND CONDUCT SCHOLARLY RESEARCH RELATING TO THE ART AND LIFE OF CLYFFORD STILL, THE MUSEUM ENGAGES OUR AUDIENCES THROUGH PROGRAMS AND EDUCATIONAL OFFERINGS THAT BOTH ENLIVEN MUSEUM SPACES AND PROVIDE OPPORTUNITIES FOR MEDITATION - IN SINGLE EVENTS AND LONGER TERM COLLABORATIONS. PROGRAMS ARE DESIGNED TO FOSTER A DIALOGUE ABOUT STILL'S WORK AND ITS CURRENT AND FUTURE RELEVANCE. USING THE WORK OF CLYFFORD STILL AS A POINT OF DEPARTURE, THE MUSEUM'S PROGRAMS CREATE A UNIQUE PLATFORM FOR EXPLORING THE CONCERNS OF MODERN AND CONTEMPORARY ART THROUGH MULTIPLE VOICES AND INTERDISCIPLINARY PROGRAMS. THE CLYFFORD STILL MUSEUM OFFERS LECTURES, FILMS, PRODUCTIONS, TOURS AND INTERPRETIVE MATERIALS AND TECHNOLOGIES TO SUPPORT AND ENGAGE VISITORS' UNDERSTANDING ABOUT THE WORK OF CLYFFORD STILL, HIS LIFE, AND SIGNIFICANCE TO MODERN AND CONTEMPORARY ART. PROGRAMS INCLUDE A VARIETY OF LOCAL, NATIONAL, AND INTERNATIONAL SPEAKERS AND PARTNERS. THE MUSEUM DEVELOPED THE INSTILL GALLERY VISIT PROGRAM FOR SCHOOL GROUPS IN GRADES 4-12 THROUGH WHICH TRAINED GALLERY INSTRUCTORS PROVIDE THEMATICALLY INTEGRATED, STANDARDS-ALIGNED LESSONS RELATING TO THE MUSEUM'S COLLECTIONS. THE CLYFFORD STILL MUSEUM HAS BEGUN TO DIGITIZE AND CATALOG CLYFFORD STILL'S ARCHIVES WHICH, WHEN AVAILABLE TO STUDENTS AND SCHOLARS, WILL PROVIDE A RICH BODY OF MATERIALS THAT WILL ENLARGE THE UNDERSTANDING OF STILL'S WORKS AND HIS PLACE IN 20TH CENTURY AMERICAN ART. THE CLYFFORD STILL MUSEUM HAS OTHER INITIATIVES DESIGNED TO MAKE THE STILL COLLECTIONS MORE ACCESSIBLE TO A VARIETY OF AUDIENCES. IN 2013, THE MUSEUM FORMED A RESEARCH CENTER AND HELD ITS FIRST SCHOLARLY SYMPOSIUM IN NEW YORK. THE RESEARCH CENTER WILL CONTINUE TO DEVELOP PROGRAMS THAT FOSTER RESEARCH AND WRITING ABOUT CLYFFORD STILL, HIS TIME AND HIS WORK. THE MUSEUM IS ALSO PUBLISHING BOOKS THAT CONTAIN REPRODUCTIONS OF STILL'S WORKS AND SCHOLARLY AND HISTORIC ARTICLES ABOUT THE ARTIST. THE MUSEUM IS CONTINUALLY DEVELOPING TECHNOLOGY SOLUTIONS TO REACH INCREASINGLY BROAD AUDIENCES.

4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses3,343,462

(A) Name and title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)			(D) Reportable compensation from the organization (W-2/1099-MISC/1099-NEC)	(E) Reportable compensation from related organizations (W-2/1099-MISC/1099-NEC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and title
(18) NANCY REYNOLDS........................................................................ DIRECTOR	0.25 .......................	X			0	0	0
(19) GABRIELLE AIMEE SCHULLER........................................................................ DIRECTOR	0.25 .......................	X			0	0	0
(20) JOYCE TSAI........................................................................ MUSEUM DIREC	40.00 .......................0.25		X		276,106	0	67,885
(21) ANNA BOATWRIGHT........................................................................ DEPUTY DIREC	40.00 .......................0.25			X	193,003	0	13,222
(22) MARNA STEUART........................................................................ DIRECTOR OF	40.00 .......................			X	136,898	0	16,924
(23) BARBARA RUSSELL........................................................................ DIRECTOR DEV	40.00 .......................			X	131,950	0	16,799
(24) KATHERINE WILSON........................................................................ DIRECTOR COL	40.00 .......................			X	106,575	0	17,169

1b	Sub-Total..............
c	Total from continuation sheets to Part VII, Section A..
d	Total (add lines 1b and 1c).........	844,532	131,999

1	Briefly describe the organization’s mission or most significant activities: TO ADVANCE THE UNDERSTANDING AND APPRECIATION OF CLYFFORD STILL'S ART AND LEGACY THROUGH THE PRESENTATION, RESEARCH, INTERPRETATION, PRESERVATION AND STEWARDSHIP OF ITS UNIQUE COLLECTIONS.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	15
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	15
5	Total number of individuals employed in calendar year 2023 (Part V, line 2a) ......	5	52
6	Total number of volunteers (estimate if necessary) .............	6	38
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, Part I, line 11 .........	7b

(A) Name and business address	(B) Description of services	(C) Compensation





2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization

1a	Federated campaigns..		1a
b	Membership dues..		1b	76,123
c	Fundraising events..		1c
d	Related organizations		1d	3,900,000
e	Government grants (contributions)		1e	317,923

f	All other contributions, gifts, grants, and similar amounts not included above		1f	332,721

g	Noncash contributions included in lines 1a - 1f:$		1g	3,339

h Total. Add lines 1a-1f.......		4,626,767

		Business Code
2a	ADMISSIONS REVENUE	900099	152,700	152,700
b	FACILITY RENTAL	900099	16,000	16,000
c
d
e
f	All other program service revenue.
g	Total. Add lines 2a–2f .....		168,700

3 Investment income (including dividends, interest, and othersimilar amounts) ......
4 Income from investment of tax-exempt bond proceeds
5 Royalties...........			9,367			9,367
			(i) Real	(ii) Personal
6a	Gross rents	6a
b	Less: rental expenses	6b
c	Rental income or (loss)	6c
d	Net rental income or (loss).......
			(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	7a
b	Less: cost or other basis and sales expenses	7b
c	Gain or (loss)	7c
d	Net gain or (loss).........
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
			8a
b	Less: direct expenses ...		8b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
			9a
b	Less: direct expenses ...		9b
c	Net income or (loss) from gaming activities..
10a	Gross sales of inventory, less returns and allowances ..
			10a	91,888
b	Less: cost of goods sold ..		10b	46,112
c	Net income or (loss) from sales of inventory..			45,776	45,776

Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See instructions.....			4,850,610	214,476		9,367

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ...........
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16. .............
4	Benefits paid to or for members .......
5	Compensation of current officers, directors, trustees, and key employees ...........	304,339	15,217	273,905	15,217
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .........
7	Other salaries and wages........	1,927,562	1,154,138	699,082	74,342
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	37,069	23,623	12,046	1,400
9	Other employee benefits .......	334,059	186,627	134,268	13,164
10	Payroll taxes ...........	170,624	90,430	73,369	6,825
11	Fees for services (non-employees):
a	Management ......
b	Legal .........
c	Accounting ...........
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	162,418		162,418
12	Advertising and promotion ....	163,212	16,321	146,891
13	Office expenses .......	366,045	249,073	105,020	11,952
14	Information technology ......	100,478	53,253	43,205	4,020
15	Royalties ..
16	Occupancy ...........	729,124	524,970	160,406	43,748
17	Travel ............
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..	671,110	586,550	75,164	9,396
23	Insurance ...	38,576	20,444	16,589	1,543
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	COLLECTION RELATED	299,716	299,716
b	DEVELOPMENT AND F/R	96,781	32,444	40,749	23,588
c	PUBLIC PRGMS/EDUCATION	67,090	60,278	6,812
d	BOND COSTS	34,758	30,378	3,893	487
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	5,502,961	3,343,462	1,953,817	205,682
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

1	Cash–non-interest-bearing ........			623,042	1	425,970
2	Savings and temporary cash investments .........			33,182	2	23,283
3	Pledges and grants receivable, net ......			105,036	3	187,993
4	Accounts receivable, net .............			20,000	4
5	Loans and other receivables from any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .......
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), and persons described in section 4958(c)(3)(B) ...
					6
7	Notes and loans receivable, net ...........				7
8	Inventories for sale or use ............			172,527	8	169,300
9	Prepaid expenses and deferred charges ......			85,824	9	59,520
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	27,794,152
b	Less: accumulated depreciation	10b	9,591,162	18,693,231	10c	18,202,990
11	Investments—publicly traded securities .				11
12	Investments—other securities. See Part IV, line 11 .....				12
13	Investments—program-related. See Part IV, line 11 ..				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			-102,230	15
16	Total assets. Add lines 1 through 15 (must equal line 33)...			19,630,612	16	19,069,056

17	Accounts payable and accrued expenses .....	193,389	17	284,184
18	Grants payable ...		18
19	Deferred revenue .........		19
20	Tax-exempt bond liabilities .........	790,000	20	790,000
21	Escrow or custodial account liability. Complete Part IV of Schedule D		21
22	Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .........
			22
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ..		24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17 - 24). Complete Part X of Schedule D		25
26	Total liabilities. Add lines 17 through 25..	983,389	26	1,074,184

	Organizations that follow FASB ASC 958, check here and complete lines 27, 28, 32, and 33.
27	Net assets without donor restrictions ..........	18,647,223	27	17,994,872
28	Net assets with donor restrictions ...........		28
	Organizations that do not follow FASB ASC 958, check here and complete lines 29 through 33.
29	Capital stock or trust principal, or current funds .....		29
30	Paid-in or capital surplus, or land, building or equipment fund ...		30
31	Retained earnings, endowment, accumulated income, or other funds		31
32	Total net assets or fund balances ...........	18,647,223	32	17,994,872
33	Total liabilities and net assets/fund balances ........	19,630,612	33	19,069,056