Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
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Total |
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Calendar year
(or fiscal year beginning in)
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(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.") .. | ||||||
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf .... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3 | ||||||
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f) .. | ||||||
| 6 | Public support. Subtract line 5 from line 4. | ||||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | ||||||
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | ||||||
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10 | ||||||
Calendar year (or fiscal
year beginning in) ![]() |
(a) 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.") . | 5,247,843 | 8,295,413 | 9,345,604 | 5,553,621 | 4,491,895 | 32,934,376 |
| 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 | 4,975,136 | 1,617,609 | 6,587,744 | 5,960,115 | 6,609,540 | 25,750,144 |
| 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 | 10,222,979 | 9,913,022 | 15,933,348 | 11,513,736 | 11,101,435 | 58,684,520 |
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons | 764,555 | 1,153,618 | 2,078,241 | 334,480 | 628,088 | 4,958,982 |
| 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. | 0 | |||||
| c | Add lines 7a and 7b.. | 764,555 | 1,153,618 | 2,078,241 | 334,480 | 628,088 | 4,958,982 |
| 8 | Public support. (Subtract line 7c from line 6.) | 53,725,538 | |||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | 10,222,979 | 9,913,022 | 15,933,348 | 11,513,736 | 11,101,435 | 58,684,520 |
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | 690,197 | 610,354 | 1,104,313 | 853,931 | 806,841 | 4,065,636 |
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | 2,806 | 2,806 | ||||
| c | Add lines 10a and 10b. | 693,003 | 610,354 | 1,104,313 | 853,931 | 806,841 | 4,068,442 |
| 11 | Net income from unrelated business activities not included on line 10b, whether or not the business is regularly carried on. | -1,037 | -206 | -436 | -6,223 | -193 | -8,095 |
| 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.).. | 10,914,945 | 10,523,170 | 17,037,225 | 12,361,444 | 11,908,083 | 62,744,867 |
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
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| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 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 | ||||
| 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. |
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| 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) |
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| 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. |
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|
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. |
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7 Excess distributions carryover to 2024. Add lines 3j and 4c. |
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| 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..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| Software ID: | |
| Software Version: |
| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 2 | BOARD MEMBERS BOB BARTNER AND BEVERLY BARTNER HAVE A FAMILY RELATIONSHIP. BOARD MEMBER ANN CHARTERS AND ENDOWMENT TRUSTEE TOM CHARTERS HAVE A FAMILY RELATIONSHIP. |
| FORM 990, PART VI, SECTION A, LINE 4 | THE ORGANIZATION'S ARTICLES OF INCORPORATION WERE AMENDED AND RESTATED EFFECTIVE MAY 30, 2024. AMENDED ARTICLE III - PURPOSE: THE CORPORATION IS ORGANIZED EXCLUSIVELY FOR CHARITABLE, RELIGIOUS, EDUCATIONAL, AND SCIENTIFIC PURPOSES WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OR CORRESPONDING SECTIONS OF ANY FUTURE FEDERAL TAX CODE. THE CORPORATION'S SPECIFIC PURPOSES ARE: 1) TO MAINTAIN THE CORPORATION'S OPERATIONS AND PROGRAMS WITH A FOCUS ON THE HIGHEST STANDARDS OF PERFORMANCE. 2) TO PROMOTE WIDESPREAD PUBLIC INTEREST AND APPRECIATION OF THEATRICAL ARTS WITHIN THE COMMUNITY, IN THE STATE, AND OUTSIDE OF FLORIDA'S BORDERS. 3) TO WORK IN COORDINATION WITH THE FLORIDA STATE UNIVERSITY SCHOOL OF THEATRE AND THE FSU/ASOLO CONSERVATORY OF ACTOR TRAINING TO PROVIDE EDUCATIONAL OPPORTUNITIES FOR NEW TALENT. PREVIOUS ARTICLE III: NON-PROFIT PURPOSE: THIS CORPORATION IS ORGANIZED EXCLUSIVELY FOR CHARITABLE, RELIGIOUS, EDUCATIONAL AND SCIENTIFIC PURPOSES WITHIN THE MEANING OF IRC SECTION 501(C)(3), INCLUDING AS THE MAKING OF DISTRIBUTIONS TO ORGANIZATIONS THAT QUALIFY AS TAX EXEMPT ORGANIZATIONS UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, OR CORRESPONDING SECTIONS OF ANY FUTURE FEDERAL TAX CODE; AND IS AUTHORIZED TO EXERCISE SUCH POWERS AS ARE IN FURTHERANCE OF ITS EXEMPT STATUS AND FOR PURPOSES FOR WHICH A CORPORATION MAY BE FORMED UNDER THE FLORIDA NOT FOR PROFIT CORPORATION ACT. PURPOSES: TO ACQUIRE FUNDS AND OTHER ASSETS BY GIFT, DONATION AND OTHERWISE; TO HOLD AND INVEST THE SAME; TO PROVIDE FUNDS AND PROMOTE SUCH ACTIVITIES FOR SUCH CHARITABLE, SCIENTIFIC AND EDUCATIONAL PURPOSES AS THE BOARD OF DIRECTORS OF THE CORPORATION MAY DETERMINE FROM TIME TO TIME; AND TO DO ALL OTHER THINGS NECESSARY OR DESIRABLE IN CONNECTION WITH THE FOREGOING PURPOSES. IN AMENDED ARTICLE IV - ACTIVITY LIMITATIONS, THE FOLLOWING SUBSECTIONS 4) AND 5) FROM THE PREVIOUS ARTICLES OF INCORPORATION HAVE BEEN REMOVED: (4) THE CORPORATION MAY NOT PURSUE OBJECTIVES OR ENGAGE IN ACTIVITIES WHICH WILL CHARACTERIZE IT AS AN ACTION ORGANIZATION. (5) NOTWITHSTANDING ANY OTHER PROVISION OL THESE ARTICLES, THE CORPORATION SHALL NOT CARRY ON ANY OTHER ACTIVITIES NOT PERMITTED TO BE CARRIED ON (A) BY A CORPORATION EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION S0L(C)(3) OF THE INTERNAL REVENUE CODE, OR CORRESPONDING SECTION OF ANY FUTURE FEDERAL TAX CODE, OR (B) BY A CORPORATION, CONTRIBUTIONS TO WHICH ARE DEDUCTIBLE UNDER SECTION L70(C)(2) OF THE INTERNAL REVENUE CODE, OR CORRESPONDING SECTION OF ANY FUTURE FEDERAL TAX CODE. PREVIOUS ARTICLE V - TERM OF EXISTENCE HAS BEEN ELIMINATED FROM THE AMENDED ARTICLES: THE TERM FOR WHICH THIS CORPORATION IS TO EXIST SHALL BE PERPETUAL, UNLESS SOONER DISSOLVED PURSUANT TO PROVISIONS OF FLORIDA STATUTE 617, AS AMENDED. AMENDED ARTICLE V- MANNER OF ELECTION THE MANNER IN WHICH DIRECTORS ARE ELECTED IS AS SPECIFIED IN THE BYLAWS. IN AMENDED ARTICLE VI, NEW MANAGING DIRECTOR ROSS EGAN IS NAMED AS THE ORGANIZATION'S REGISTERED AGENT. PREVIOUS ARTICLE IX - INDEMNIFICATION HAS BEEN ELIMINATED FROM THE AMENDED BYLAWS: THE CORPORATION SHALL INDEMNIFY ANY PERSON WHO WAS OR IS A PARTY OR IS THREATENED TO BE MADE A PARTY TO ANY THREATENED, PENDING OR COMPLETED ACTION, SUIT OR PROCEEDING, WHETHER CIVIL OR CRIMINAL, ADMINISTRATIVE OR INVESTIGATIVE (WHETHER OR NOT BY OR IN THE RIGHT OF THE CORPORATION), BY REASON OF THE FACT THAT HE IS OR WAS A DIRECTOR OR OFFICER OF THE CORPORATION, AGAINST ANY AND ALL EXPENSES (INCLUDING ATTORNEY'S FEES, COURT COSTS AND APPELLATE COSTS AND FEES), JUDGMENTS, FINES AND AMOUNTS PAID IN SETTLEMENT INCURRED BY HIM IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING, EXCEPT FOR AN OFFICER OR DIRECTOR WHO IS ADJUDGED GUILTY OF WILLFUL MISFEASANCE OR WILLFUL MALFEASANCE IN THE PERFORMANCE OF HIS DUTIES. SUCH RIGHT OF INDEMNIFICATION SHALL CONTINUE AS TO A PERSON WHO HAS CEASED TO BE A DIRECTOR OR OFFICER AND SHALL INURE TO THE BENEFIT OF THE HEIRS AND PERSONAL REPRESENTATIVES OF SUCH PERSON. PROVIDED HOWEVER, THAT IF ANY PAST OR PRESENT OFFICER OR DIRECTOR SUES THE CORPORATION, OTHER THAN TO ENFORCE THIS INDEMNIFICATION, SUCH PAST OR PRESENT DIRECTOR OR OFFICER INSTITUTING SUCH SUIT SHALL NOT' HAVE THE RIGHT OF INDEMNIFICATION HEREUNDER IN CONNECTION WITH SUCH SUIT. THE CORPORATION IS AUTHORIZED TO PURCHASE INSURANCE TO PROVIDE FUNDS FOR THE INDEMNIFICATION HEREINABOVE SET FORTH, AND, IF SUCH INSURANCE IS PURCHASED BUT THE PROCEEDS OF THE SAME ARE NOT SUFFICIENT TO COVER THE COST OF INDEMNIFICATION, THEN THE DEFICIENCY SHALL BE PAID FROM CORPORATE FUNDS. IF THERE ARE NO FUNDS AVAILABLE TO PAY THE COST OF THE INDEMNIFICATION OR DEFICIENCY RESULTING FROM INSUFFICIENT INSURANCE COVERAGE, THEN THE BOARD OF DIRECTORS SHALL ASSESS THE MEMBERSHIP TO COVER SUCH COSTS. THIS INDEMNIFICATION IS AN ABSOLUTE RIGHT, AND SUCH ASSESSMENTS SHALL BE MADE NOTWITHSTANDING ANY OTHER PROVISIONS CONTAINED HEREIN TO THE CONTRARY. THE INDEMNIFICATION HAS BEEN MOVED TO THE NEW AMENDED BYLAWS |
| FORM 990, PART VI, SECTION A, LINE 4 | THE ORGANIZATION'S BYLAWS WERE AMENDED AND RESTATED EFFECTIVE MAY 30, 2024. OLD ARTICLE 1 - INTRODUCTION: 1.01 DEFINITION OF BYLAWS. THESE AMENDED AND RESTATED BYLAWS CONSTITUTE THE CODE OF RULES ADOPTED BY ASOLO THEATRE, INC. ("THE CORPORATION") FOR THE REGULATION AND MANAGEMENT OF ITS AFFAIRS. 1.02 PURPOSES AND POWERS. THE PURPOSES FOR WHICH THE CORPORATION IS ORGANIZED ARE EXCLUSIVELY FOR CHARITABLE, RELIGIOUS, EDUCATIONAL, OR SCIENTIFIC PURPOSES, INCLUDING, FOR SUCH PURPOSES, THE MAKING OF DISTRIBUTIONS TO ORGANIZATIONS THAT QUALIFY AS EXEMPT ORGANIZATIONS UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, OR CORRESPONDING SECTION OF ANY FUTURE FEDERAL TAX CODE. THE GENERAL NATURE, OBJECTS AND PURPOSES OF THE CORPORATION SHALL BE TO OPERATE WITHOUT PROFIT AND TO ACCEPT AND RECEIVE PROPERTY OF WHATEVER KIND, AND WHEREVER SITUATE, RECEIVED BY IT BY GIFT, GRANT, PURCHASE, DEVISE, BEQUEST, OR IN ANY LAWFUL MANNER AND TO ADMINISTER AND DISTRIBUTE SUCH PROPERTY EXCLUSIVELY FOR HEALTH, WELFARE, SCIENTIFIC, EDUCATIONAL, ENVIRONMENTAL, CULTURAL OR OTHER CHARITABLE PURPOSES, INCLUDING: NO PART OF THE NET EARNINGS OF THE CORPORATION SHALL INURE TO THE BENEFIT OF OR BE DISTRIBUTABLE TO ITS MEMBERS, TRUSTEES, OFFICERS, OR OTHER PRIVATE PERSONS, EXCEPT THAT THE CORPORATION SHALL BE AUTHORIZED AND EMPOWERED TO PAY REASONABLE COMPENSATION FOR SERVICES RENDERED AND TO MAKE PAYMENTS AND DISTRIBUTIONS IN FURTHERANCE OF THE PURPOSES SET FORTH IN THE PURPOSE CLAUSE HEREOF. NO SUBSTANTIAL PART OF THE ACTIVITIES OF THE CORPORATION SHALL BE THE CARRYING ON OF PROPAGANDA, OR OTHERWISE ATTEMPTING TO INFLUENCE LEGISLATION, AND THE ORGANIZATION SHALL NOT PARTICIPATE IN, OR INTERVENE IN (INCLUDING THE PUBLISHING OR DISTRIBUTION OF STATEMENTS) ANY POLITICAL CAMPAIGN ON BEHALF OF ANY CANDIDATE FOR PUBLIC OFFICE. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS DOCUMENT, THE CORPORATION SHALL NOT CARRY ON ANY OTHER ACTIVITIES NOT PERMITTED TO BE CARRIED ON (A) BY AN ORGANIZATION EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, OR CORRESPONDING SECTION OF ANY FUTURE FEDERAL TAX CODE, OR (B) BY AN ORGANIZATION, CONTRIBUTIONS TO WHICH ARE DEDUCTIBLE UNDER SECTION 170(C)(2) OF THE INTERNAL REVENUE CODE, OR CORRESPONDING SECTION OF ANY FUTURE FEDERAL TAX CODE. THE SPECIFIC NATURE, OBJECTS AND PURPOSES OF THE CORPORATION SHALL BE: (1) TO MAINTAIN THE ASOLO THEATRE, INC., PROGRAMS AND OPERATIONS AND PROMOTE THE HIGH QUALITY AND PROMINENCE OF THESE ACTIVITIES. (2) TO FOSTER THE DEVELOPMENT OF APPRECIATION AND SUPPORT FOR THE THEATRICAL ARTS IN THE COMMUNITY, IN THE STATE AND OUTSIDE OF FLORIDA'S BORDERS AND PROMOTE THE WIDESPREAD PUBLIC INTEREST THROUGH THE CULTIVATION, PROMOTION, DEVELOPMENT, AND SPONSORSHIP OF THE CORPORATION'S PROGRAMS AND OPERATIONS. (3) TO WORK IN COORDINATION WITH THE FLORIDA STATE UNIVERSITY SCHOOL OF THEATRE AND THE FSU/ASOLO CONSERVATORY OF ACTOR TRAINING (THE "CONSERVATORY") IN PROVIDING STUDENTS AN OPPORTUNITY TO WORK AND ACT WITH MASTER TEACHERS AND PROFESSIONAL COMPANY MEMBERS. IS SUPERSEDED BY AMENDED ARTICLE I - MISSION: CONSISTENT WITH THE PURPOSES DESCRIBED IN THE ARTICLES OF INCORPORATION, THE MISSION OF THE ASOLO THEATRE, INC. (THE "CORPORATION") IS TO ENGAGE AND INSPIRE AUDIENCES WITH EXTRAORDINARY THEATRICAL EXPERIENCES CREATED WITH VISION, PASSION AND ARTISTRY AND ENHANCED BY DEEPLY INTEGRATED EDUCATION AND COMMUNITY ENGAGEMENT PROGRAMS. OLD ARTICLE THREE - DIRECTORS: 3.01 DEFINITION OF BOARD OF DIRECTORS. THE BOARD OF DIRECTORS IS THAT GROUP OF PERSONS VESTED WITH THE MANAGEMENT OF THE BUSINESS AND AFFAIRS OF THE CORPORATION SUBJECT TO THE LAW, THE ARTICLES OF INCORPORATION AND THESE BYLAWS. 3.02 STRUCTURE OF BOARD. THE BOARD OF DIRECTORS OF THE CORPORATION WILL CONSTITUTE A SINGLE CLASS. 3.03 QUALIFICATIONS OF DIRECTORS. THE QUALIFICATIONS FOR BECOMING AND REMAINING A DIRECTOR OF THE CORPORATION ARE AS FOLLOWS: (1) DIRECTORS MUST HAVE A DEMONSTRATED INTEREST IN THE THEATRICAL ARTS AND IN THE ASOLO THEATRE, INC. (2) DIRECTORS NEED NOT BE RESIDENTS OF THE STATE OF FLORIDA. 3.04 NUMBER, TERM, QUALIFICATION, AND ELECTION. THE NUMBER OF DIRECTORS SHALL BE NO FEWER THAN FIFTEEN (15). EACH NON EX-OFFICIO DIRECTOR SHALL BE ELECTED AT THE ANNUAL MEETING OF THE BOARD OF DIRECTORS FOR A TERM EXPIRING AT THE END OF THE FISCAL YEAR IN THE THIRD CALENDAR YEAR FOLLOWING SUCH ELECTION (THE "TERM"), PROVIDED, HOWEVER, THAT NEW NON EX-OFFICIO DIRECTORS SHALL BE ELECTED ONCE PER YEAR AT THE ANNUAL MEETING OR AT A MEETING OF THE BOARD OF DIRECTORS AS DETERMINED BY THE NOMINATING AND GOVERNANCE COMMITTEE. NOTWITHSTANDING THE FOREGOING, A NON-EX-OFFICIO DIRECTOR MAY BE ELECTED AT ANY MEETING OF THE BOARD OF DIRECTORS WITH THE AFFIRMATIVE VOTE OF THREE-QUARTERS OF THE FULL BOARD OF DIRECTORS FOR A TERM EXPIRING AT THE END OF THE FISCAL YEAR IN THE THIRD CALENDAR YEAR FOLLOWING SUCH ELECTION. EACH DIRECTOR MAY BE REELECTED AT THE ANNUAL MEETING OF THE BOARD OF DIRECTORS FOR A NEW TERM TO BEGIN ON THE FIRST DAY OF THE NEW FISCAL YEAR. 3.05 EX OFFICIO MEMBERS. THE FOLLOWING SHALL BE APPOINTED EX OFFICIO MEMBERS OF THE BOARD OF DIRECTORS, ALL WITH VOTING RIGHTS: (1) THE PRESIDENT OF THE FLORIDA STATE UNIVERSITY OR HIS OR HER DESIGNEE, (2) THE FLORIDA STATE UNIVERSITY DEAN WITH OVERSIGHT OF THE FSU/ASOLO CONSERVATORY. (3) THE PRESIDENT OF THE ASOLO THEATRE GUILD. 3.06 HONORARY MEMBERS. ALL CRYSTAL SOCIETY MEMBERS WILL BE HONORARY MEMBERS OF THE BOARD OF DIRECTORS. HONORARY MEMBERS OF THE BOARD OF DIRECTORS SHALL NOT HAVE ANY VOTING RIGHTS. 3.07 RESIGNATION AND REMOVAL. ANY DIRECTOR MAY RESIGN BY DELIVERING A WRITTEN RESIGNATION TO THE PRESIDENT OR THE SECRETARY OF THE CORPORATION AND, FROM AND AFTER RECEIPT OF SUCH RESIGNATION, THE DIRECTOR RESIGNING SHALL HAVE NO FURTHER CONNECTION WITH THE CORPORATION. A DIRECTOR MAY BE REMOVED FROM OFFICE BY THE AFFIRMATIVE VOTE OF TWO-THIRDS (2/3) OF THE DIRECTORS PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT, PROVIDED THE DIRECTOR IS GIVEN AT LEAST FIVE (5) DAYS NOTICE IN WRITING BY MAIL OF THE MEETING OF THE BOARD OF DIRECTORS AT WHICH SUCH REMOVAL IS TO BE VOTED UPON AND THE DIRECTOR SHALL BE ENTITLED TO APPEAR AND BE HEARD AT SUCH MEETING. A DIRECTOR SHALL ALSO BE REMOVED AUTOMATICALLY AND WITHOUT NOTICE IF THAT DIRECTOR IS ABSENT FROM MORE THAN THREE (3) CONSECUTIVE MEETINGS OF THE BOARD OF DIRECTORS AND DOES NOT NOTIFY THE SECRETARY (OR DESIGNEE) OF SUCH ABSENCE IN ADVANCE OF THE MEETINGS. 3.08 DUTIES OF DIRECTORS. THE BOARD OF DIRECTORS SHALL SPECIFY THE DUTIES AND EXPECTATIONS OF THE DIRECTORS AND SHALL PROVIDE, IN ADDITION, FOR A MEANS OF EVALUATING DIRECTOR'S PERFORMANCE. 3.09 MEETINGS OF THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS SHALL HOLD REGULAR MEETINGS NO LESS THAN QUARTERLY. AN ANNUAL MEETING OF THE BOARD OF DIRECTORS SHALL BE HELD EACH YEAR DURING THE MONTH OF MAY, OR DURING ANOTHER MONTH SELECTED BY THE BOARD OF DIRECTORS FOR THE PURPOSE OF ACTING ON THE RECOMMENDED SLATE FROM THE NOMINATING & GOVERNANCE COMMITTEE AND FOR THE TRANSACTION OF SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THIS MEETING. THE ANNUAL MEETING OF THE BOARD OF DIRECTORS SHALL BE HELD AT THE PRINCIPAL OFFICE OF THE CORPORATION OR AT SUCH OTHER PLACE AS MAY BE PROVIDED IN THE NOTICE OF THE MEETING. 3.10 SPECIAL MEETINGS OF THE BOARD OF DIRECTORS. SPECIAL MEETINGS OF THE BOARD OF DIRECTORS MAY BE HELD AT ANY TIME UPON THE CALL OF THE PRESIDENT OR A MAJORITY OF THE BOARD OF DIRECTORS. 3.11 NOTICE OF BOARD OF DIRECTORS MEETINGS. NOTICE OF ALL MEETINGS OF THE BOARD OF DIRECTORS SHALL BE COMMUNICATED ORALLY OR IN WRITING TO EACH DIRECTOR NOT LESS THAN FIVE (5) DAYS BEFORE THE DATE OF THE MEETING. IF NOTICE IS IN WRITING, IT SHALL BE COMMUNICATED IN PERSON OR BY MAIL, TELECOPY, EMAIL, OR OTHER FORM OF ELECTRONIC COMMUNICATION. ANY ORAL NOTICE SHALL BE REASONABLE UNDER THE CIRCUMSTANCES. 3.12 QUORUM. AT ALL MEETINGS OF THE BOARD OF DIRECTORS ONE-THIRD (1/3) OF THE DIRECTORS, EXCLUSIVE OF EX-OFFICIO MEMBERS, PRESENT IN PERSON, SHALL CONSTITUTE A QUORUM, BUT LESS THAN A QUORUM SHALL HAVE POWER TO ADJOURN FROM TIME TO TIME UNTIL A QUORUM IS PRESENT. 3.13 VOTING. EVERY DIRECTOR OF THE CORPORATION SHALL HAVE THE RIGHT AND SHALL BE ENTITLED TO ONE VOTE UPON ANY MATTER THAT SHALL COME BEFORE THE BOARD OF DIRECTORS FOR A VOTE. 3.14 MANNER OF ACTING. UNLESS (I) THE FLORIDA NOT-FOR-PROFIT CORPORATION ACT CONTAINED IN SECTION 617 FLORIDA STATUTES (II) THE ARTICLES OF INCORPORATION OF THE CORPORATION OR (III) THESE BYLAWS REQUIRE THE VOTE OF A GREATER NUMBER OF DIRECTORS, THE AFFIRMATIVE VOTE OF A MAJORITY OF THE DIRECTORS PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT SHALL BE THE ACT OF THE BOARD OF DIRECTORS. THE AFFIRMATIVE VOTE OF TWO-THIRDS OF THE FULL BOARD OF DIRECTORS SHALL BE REQUIRED TO AUTHORIZE EITHER: (I) THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION OR (II) A MERGER INVOLVING THE CORPORATION. |
| FORM 990, PART VI, SECTION A, LINE 4 | 3.15 DIRECTORSHIP NOT ASSIGNABLE. THE RIGHTS AND PRIVILEGES OF A DIRECTOR SHALL NOT BE ASSIGNABLE. IS SUPERSEDED BY AMENDED ARTICLE II - BOARD OF DIRECTORS: SECTION 2.1- BOARD ROLE THE BOARD OF DIRECTORS (THE "BOARD") SERVES AS THE GOVERNING BODY RESPONSIBLE FOR SETTING OVERALL DIRECTION AND POLICY OF THE CORPORATION. ALL CORPORATE POWERS WILL BE EXERCISED UNDER THE AUTHORITY OF THE BOARD. SECTION 2.2 - BOARD SIZE THE BOARD WILL CONSIST OF NO LESS THAN THREE (3) AND NO MORE THAN THIRTY-SIX (36) NON-EX OFFICIO DIRECTORS. THE MAXIMUM NUMBER OF NON-EX OFFICIO SEATS WILL BE REDUCED THROUGH ATTRITION UNTIL REACHING A TOTAL OF 36. VACATED SEATS WILL BE ELIMINATED IF THERE ARE MORE THAN 36 CURRENTLY SERVING DIRECTORS. SECTION 2.3 - QUALIFICATIONS OF DIRECTORS EACH DIRECTOR MUST BE AT LEAST EIGHTEEN (18) YEARS OF AGE. NO DIRECTOR WILL BE AN IMMEDIATE FAMILY MEMBER OF ANY OTHER CURRENTLY SERVING DIRECTOR OR CORPORATION STAFF PERSON. IMMEDIATE FAMILY MEMBER IS DEFINED AS A SPOUSE, DOMESTIC PARTNER, PARENT, CHILD, OR SIBLING. SECTION 2.4 - ELECTION PROCEDURES AT THE ANNUAL REORGANIZING MEETING OF THE BOARD, ELECTIONS WILL BE HELD TO RE-ELECT OR REPLACE THOSE NON-EX OFFICIO DIRECTORS WHOSE TERMS ARE EXPIRING. THE NOMINATING AND GOVERNANCE COMMITTEE WILL BE RESPONSIBLE FOR NOMINATING PROSPECTIVE DIRECTORS WHO REPRESENT THE DIVERSITY OF THE COMMUNITY AND BRING SKILLS, KNOWLEDGE, OR EXPERIENCE NEEDED FOR THE CORPORATION TO PURSUE ITS MISSION. SECTION 2.5 - TERMS & TERM LIMITS ALL TERMS FOR DIRECTORS BEGIN ON JULY 1 AND TERMINATE ON JUNE 30. DIRECTORS WILL BE ELECTED TO SERVE THREE-YEAR TERMS AND ARE ELIGIBLE TO STAND FOR RE-ELECTION UP TO A LIMIT OF THREE (3) TERMS, NOT TO EXCEED A TOTAL OF NINE (9) YEARS. NO DIRECTOR WILL BE ELIGIBLE FOR RE-ELECTION TO A TERM WHICH, IF FULLY SERVED, WOULD RESULT IN THEIR HAVING SERVED AS A DIRECTOR BEYOND THIS LIMIT; PROVIDED, HOWEVER, DIRECTORS SERVING TERMS THAT BEGAN ON OR PRIOR TO JULY 1, 2024, ARE ELIGIBLE TO STAND FOR RE-ELECTION FOR UP TO TWO (2) ADDITIONAL THREE-YEAR TERMS. BOARD SEATS WILL BE DIVIDED INTO THREE CLASSES WITH STAGGERED YEARS OF EXPIRATION TO ENSURE THAT A RELATIVELY EQUAL NUMBER WILL BE UP FOR ELECTION EACH YEAR. SECTION 2.6 - EX OFFICIO DIRECTORS THE TERM OF SERVICE FOR EX OFFICIO DIRECTORS WILL BE CONCURRENT WITH THEIR TENURE IN THE DESIGNATED POSITION. THE FOLLOWING WILL BE APPOINTED AS EX OFFICIO DIRECTORS WITH VOTING RIGHTS: 1) THE PRESIDENT OF FLORIDA STATE UNIVERSITY OR HIS OR HER DESIGNEE. 2) THE FLORIDA STATE UNIVERSITY DEAN WITH OVERSIGHT OF THE FSU/ASOLO CONSERVATORY. SECTION 2.7 - VACANCIES VACATED SEATS WILL BE ELIMINATED IF THERE ARE MORE THAN 36 CURRENTLY SERVING DIRECTORS. OTHERWISE, THE BOARD MAY VOTE TO FILL A SEAT THAT IS VACANT BY A MAJORITY VOTE OF THE REMAINING DIRECTORS. SUCH VACANCIES WILL BE FILLED FOR THE REMAINING PORTION OF THE TERM ASSOCIATED WITH THE DESIGNATED SEAT. SECTION 2.8 - RESIGNATION RESIGNATION FROM THE BOARD MUST BE IN WRITING AND SUBMITTED TO THE BOARD SECRETARY OR CHAIR. A RESIGNATION DOES NOT REQUIRE A BOARD VOTE OF ACCEPTANCE, AND IS EFFECTIVE WHEN THE NOTICE IS DELIVERED UNLESS THE NOTICE SPECIFIES A LATER EFFECTIVE DATE. SECTION 2.9 - REMOVAL A DIRECTOR MAY BE REMOVED AT ANY TIME, WITH OR WITHOUT CAUSE, BY A TWO-THIRDS MAJORITY VOTE OF THE REMAINING DIRECTORS. PER STATE LAW, ANY DIRECTOR SO REMOVED SHALL RETURN ALL CORPORATION RECORDS IN THEIR POSSESSION TO THE BOARD WITHIN SEVENTY-TWO (72) HOURS. SECTION 2.10 - DUTIES OF DIRECTORS DUTIES AND EXPECTATIONS OF DIRECTORS WILL BE LAID OUT IN THE DIRECTOR COMMITMENT & RESPONSIBILITIES DOCUMENT. NO COMPENSATION WILL BE PAID TO DIRECTORS FOR THEIR SERVICE. AMENDED ARTICLE III SECTION 3.6 - QUORUM: FIFTY-ONE PERCENT {51%} OF THE CURRENTLY SEATED NON-EX OFFICIO DIRECTORS CONSTITUTES A QUORUM FOR TRANSACTION OF BUSINESS AT A DULY CALLED MEETING. IF THE DEPARTURE OF ONE OR MORE DIRECTORS DURING A MEETING RESULTS IN THE LOSS OF A QUORUM, NO FURTHER BUSINESS MAY BE TRANSACTED. AMENDED ARTICLE III SECTION 3.10 SALE OF SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS OR A MERGER: THE AFFIRMATIVE VOTE OF TWO-THIRDS OF CURRENTLY SERVING DIRECTORS IS REQUIRED TO AUTHORIZE THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS, OR A MERGER INVOLVING THE CORPORATION. OLD ARTICLE FOUR - OFFICERS: 4.01 ROSTER OF OFFICERS. THE OFFICERS OF THIS CORPORATION WILL CONSIST OF THE FOLLOWING PERSONNEL: (1)A PRESIDENT (2)THREE VICE PRESIDENTS (A)PRESIDENT ELECT (B)VICE PRESIDENT (C)VICE PRESIDENT (3)A SECRETARY (4)A TREASURER. 4.02 ELECTION OF OFFICERS. EACH OF THE OFFICERS OF THIS CORPORATION WILL BE ELECTED ANNUALLY FOR A TERM OF ONE (1) YEAR BY THE BOARD OF DIRECTORS. NOTWITHSTANDING, THE TERM OF OFFICE FOR THE PRESIDENT AND PRESIDENT ELECT SHALL BE LIMITED TO THREE (3) CONSECUTIVE ONE (1) YEAR TERMS. EACH OFFICER WILL REMAIN IN OFFICE UNTIL THE CLOSE OF THE FISCAL YEAR, PROVIDED A SUCCESSOR TO SUCH OFFICE HAS BEEN ELECTED AND QUALIFIED. SUCH ELECTION WILL TAKE PLACE AT THE ANNUAL MEETING OF THE BOARD OF DIRECTORS. 4.03 PRESIDENT. THE PRESIDENT WILL BE THE CHIEF OFFICER OF THIS CORPORATION AND WILL, SUBJECT TO THE CONTROL OF THE BOARD OF DIRECTORS, SUPERVISE AND CONTROL THE AFFAIRS OF THE CORPORATION. THE PRESIDENT WILL PERFORM ALL DUTIES INCIDENT TO SUCH OFFICE AND SUCH OTHER DUTIES AS MAY BE PROVIDED IN THESE BYLAWS OR AS MAY BE PRESCRIBED FROM TIME TO TIME BY THE BOARD OF DIRECTORS. THE PRESIDENT, OR ANY OTHER OFFICER HE OR SHE MAY SO DESIGNATE, IS A MEMBER OF ANY AND ALL COMMITTEES. 4.04 VICE PRESIDENTS. (1)THE PRESIDENT ELECT WILL PERFORM ALL DUTIES AND EXERCISE ALL POWERS OF THE PRESIDENT WHEN THE PRESIDENT IS ABSENT OR IS OTHERWISE UNABLE TO ACT. SHOULD THE PRESIDENT ELECT BE UNABLE OR UNWILLING TO ASSUME THE POSITION OF PRESIDENT, THEN AS PROVIDED IN ARTICLE 8.03 OF THESE BYLAWS, THE VACANCY SHALL BE FILLED FROM THE SLATE OF CANDIDATES FOR ELECTION MAINTAINED BY THE NOMINATING COMMITTEE. (2)THE TWO VICE PRESIDENTS WILL PERFORM SUCH DUTIES AS ARE SPECIFIED BY THE PRESIDENT. 4.05 SECRETARY. THE SECRETARY WILL KEEP MINUTES OF ALL MEETINGS OF THE BOARD OF DIRECTORS, WILL BE THE CUSTODIAN OF THE CORPORATE RECORDS, WILL GIVE ALL NOTICES AS ARE REQUIRED BY LAW OR BY THESE BYLAWS AND GENERALLY WILL PERFORM ALL DUTIES INCIDENT TO THE OFFICE OF SECRETARY AND SUCH OTHER DUTIES AS MAY BE REQUIRED BY LAW, BY THE ARTICLES OF INCORPORATION OR BY THESE BYLAWS, OR WHICH MAY BE ASSIGNED FROM TIME TO TIME BY THE BOARD OF DIRECTORS. 4.06 TREASURER. THE TREASURER WILL HAVE CHARGE AND CUSTODY OF ALL FUNDS OF THIS CORPORATION, WILL DEPOSIT THE FUNDS AS REQUIRED BY THE BOARD OF DIRECTORS, WILL KEEP AND MAINTAIN ADEQUATE AND CORRECT ACCOUNTS OF THE CORPORATION'S PROPERTIES AND BUSINESS TRANSACTIONS, WILL RENDER REPORTS AND ACCOUNTING TO THE DIRECTORS AS REQUIRED BY THE BOARD OF DIRECTORS OR BY LAW AND WILL PERFORM IN GENERAL ALL DUTIES INCIDENT TO THE OFFICE OF TREASURER AND SUCH OTHER DUTIES AS MAY BE REQUIRED BY LAW, BY THE ARTICLES OF INCORPORATION OR BY THESE BYLAWS, OR WHICH MAY BE ASSIGNED FROM TIME TO TIME BY THE BOARD OF DIRECTORS. 4.07 REMOVAL OF OFFICERS. ANY OFFICER ELECTED OR APPOINTED TO OFFICE MAY BE REMOVED BY THE PERSONS AUTHORIZED UNDER THESE BYLAWS TO ELECT OR APPOINT SUCH OFFICERS, WHENEVER IN THEIR JUDGMENT THE BEST INTERESTS OF THE CORPORATION WILL BE SERVED. HOWEVER, SUCH REMOVAL WILL BE WITHOUT PREJUDICE TO ANY CONTRACT RIGHTS OF THE OFFICER SO REMOVED. 4.08 IMMEDIATE PAST PRESIDENT. TO BENEFIT FROM THE EXPERIENCE AND EXPERTISE OF THE IMMEDIATE PAST PRESIDENT, HE OR SHE WILL BE APPOINTED TO CHAIR THE NOMINATING & GOVERNANCE COMMITTEE OR APPOINT A CHAIR. IS SUPERSEDED BY AMENDED ARTICLE IV - BOARD OFFICERS: SECTION 4.1- ROSTER OF OFFICERS & DUTIES THE FOLLOWING OFFICERS WILL BE ELECTED BY AND FROM THE BOARD OF DIRECTORS: CHAIR, TWO (2) VICE CHAIRS, TREASURER, AND SECRETARY. OFFICERS DO NOT HAVE INDIVIDUAL AUTHORITY EXCEPT AS SPECIFICALLY AUTHORIZED BY THE BOARD, BUT THEY ARE RESPONSIBLE FOR CARRYING OUT CERTAIN DUTIES. CHAIR AS THE 'CHIEF GOVERNING OFFICER' THE BOARD CHAIR OVERSEES BOARD AFFAIRS, ENSURING THE INTEGRITY OF THE BOARD'S PROCESS IN GOVERNING AND SUPPORTING THE ORGANIZATION. DUTIES INCLUDE TO: - CREATE PURPOSEFUL AGENDAS AND FOLLOW THEM. - FACILITATE MEETINGS OF THE FULL BOARD AND ENCOURAGE STRATEGIC DISCUSSION. - ENGAGE EACH DIRECTOR IN DELIBERATION AND CONTROL DOMINATING BEHAVIOR. - CALL SPECIAL MEETINGS AND EXECUTIVE SESSIONS AS NECESSARY. - SERVE AS THE CONTACT POINT FOR ALL DIRECTORS ON BOARD ISSUES. - ENSURE EACH DIRECTOR IS ACTIVELY INVOLVED, INCLUDING IN COMMITTEE WORK. - SERVE AS THE BOARD'S LIAISON TO AND WORK IN CONCERT WITH THE CEO. - ACT AS AN ALTERNATE SPOKESPERSON FOR THE CORPORATION IN COORDINATION WITH THE CEO. - SIGN AGREEMENTS APPROVED BY THE BOARD (CONTRACTS, GRANTS, MORTGAGES, ETC.). HAVE SIGNING AUTHORITY ON THE CORPORATION'S BANK ACCOUNTS. |
| FORM 990, PART VI, SECTION A, LINE 4 | 1ST VICE-CHAIR THE 1ST VICE-CHAIR SHOULD UNDERSTAND THE CHAIR'S ROLE AND BE PREPARED TO STEP IN WHEN NEEDED. DUTIES INCLUDE TO: - SHADOW THE CHAIR AND LEARN THE DUTIES OF THAT POSITION. - WHEN CALLED UPON, BE PREPARED TO PERFORM THE CHAIR'S DUTIES IN HIS OR HER ABSENCE. - ASSIST THE CHAIR AS REQUESTED. 2ND VICE-CHAIR THE 2ND VICE-CHAIR SHOULD UNDERSTAND THE CHAIR'S ROLE AND BE PREPARED TO STEP IN WHEN NEEDED. DUTIES INCLUDE TO: - SHADOW THE CHAIR AND LEARN THE DUTIES OF THAT POSITION. - WHEN CALLED UPON, BE PREPARED TO PERFORM THE CHAIR'S DUTIES IN HIS OR HER ABSENCE. - ASSIST THE CHAIR AS REQUESTED. TREASURER THE TREASURER HAS A LEAD ROLE IN KEEPING THE BOARD INFORMED ABOUT THE CORPORATION'S FINANCES. DUTIES INCLUDE TO: - SERVE AS CHAIR OF THE FINANCE COMMITTEE. - SERVE AS AN ENDOWMENT TRUSTEE. - FACILITATE THE PROVISION OF A FINANCIAL REPORT IN THE BOARD PACKET AND PRESENT HIGHLIGHTS AT EACH BOARD MEETING TO HELP THE FULL BOARD UNDERSTAND THE CORPORATION'S FINANCIAL HEALTH. - ASSURE THAT ACCURATE FINANCIAL RECORDS ARE KEPT ACCORDING TO APPLICABLE LAW. - HAVE SIGNING AUTHORITY ON THE CORPORATION'S BANK ACCOUNTS. SECRETARY THE SECRETARY IS RESPONSIBLE FOR ENSURING THAT CORPORATE RECORDS ARE MAINTAINED ACCORDING TO LAW. DUTIES INCLUDE TO: - AUTHENTICATE AND OVERSEE MAINTENANCE OF CORPORATE RECORDS TO ENSURE THEIR ACCURACY AND SAFETY. - ENSURE NOTICE OF MEETINGS IS PROVIDED WHEN SUCH NOTICE IS REQUIRED. - OVERSEE THE TAKING OF MINUTES AT ALL BOARD MEETINGS; REVIEW BOARD MINUTES IF TAKEN BY STAFF. SECTION 4.2 - ELECTION OF OFFICERS & TERMS OFFICERS WILL BE ELECTED ANNUALLY BY AND FROM THE BOARD OF DIRECTORS AT THE ANNUAL MEETING. AN OFFICER'S TERM IS ONE (1) YEAR WHICH BEGINS ON JULY 1 AND TERMINATES ON JUNE 30. A DIRECTOR MAY STAND FOR RE-ELECTION FOR UP TO TWO (2) YEARS OF SERVICE IN A SPECIFIC OFFICER POSITION. NO DIRECTOR MAY HOLD MORE THAN ONE OFFICER POSITION SIMULTANEOUSLY. SECTION 4.3- OFFICER VACANCY A VACANCY IN ANY OFFICE MAY BE FILLED BY THE BOARD FOR THE REMAINING PORTION OF THAT TERM. OFFICERS SERVING A PARTIAL TERM MAY STAND FOR RE-ELECTION FOR UP TO ONE (1) ADDITIONAL TERM. SECTION 4.4 - OFFICER RESIGNATION RESIGNATION FROM AN OFFICER POSITION MUST BE IN WRITING AND SUBMITTED TO THE BOARD SECRETARY OR CHAIR. A RESIGNATION DOES NOT REQUIRE A BOARD VOTE OF ACCEPTANCE, AND IS EFFECTIVE WHEN THE NOTICE IS DELIVERED UNLESS THE NOTICE SPECIFIES A LATER EFFECTIVE DATE. SECTION 4.5 - REMOVAL OF OFFICERS AN OFFICER MAY BE REMOVED AT ANY TIME, WITH OR WITHOUT CAUSE, BY A TWO-THIRDS MAJORITY VOTE OF THE REMAINING DIRECTORS. SECTION 4.6 - COMPENSATION NO COMPENSATION WILL BE PAID TO OFFICERS FOR THEIR SERVICE. OLD ARTICLE EIGHT SECTION 8.08 8.08 AUDIT COMMITTEE: THE AUDIT COMMITTEE WILL HAVE A SEPARATE CHARTER TO BE ADOPTED AND AMENDED BY THE EXECUTIVE COMMITTEE FROM TIME TO TIME. IS SUPERSEDED BY AMENDED ARTICLE V SECTION 5.6 AUDIT COMMITTEE: - COMMITTEE MEMBERSHIP SHOULD NOT OVERLAP WITH THE FINANCE COMMITTEE. - ANNUALLY RECOMMEND SELECTION OF AN INDEPENDENT AUDITOR. - OVERSEE THE ANNUAL EXTERNAL AUDIT PROCESS, INCLUDING MEETING WITH THE AUDITOR IN EXECUTIVE SESSION WITHOUT STAFF PRESENT. - ENSURE ACCURATE AND TRANSPARENT FINANCIAL REPORTING IN ACCORDANCE WITH GAAP. - MONITOR RISK MANAGEMENT. - REVIEW THE ADEQUACY OF THE ORGANIZATION'S INTERNAL CONTROL STRUCTURE. OLD ARTICLE NINE CHIEF EXECUTIVE OFFICER: 9.01 THE CHIEF EXECUTIVE OFFICER. THE BOARD OF DIRECTORS IS AUTHORIZED TO APPOINT A FULL-TIME CHIEF EXECUTIVE OFFICER AND SUCH ASSISTANTS AS MAY BE REQUIRED OR RECOMMENDED TO THE BOARD OR BY THE CHIEF EXECUTIVE OFFICER. 9.02 DUTIES. THE CHIEF EXECUTIVE OFFICER SHALL BE IN CHARGE OF THE EFFICIENT ORGANIZATION AND MANAGEMENT OF THE CORPORATION, ITS FACILITIES AND ITS COMPONENT OPERATIONS, AND SHALL REPORT TO THE BOARD OF DIRECTORS AND TO THE EXECUTIVE COMMITTEE. HE OR SHE SHALL PERFORM SUCH DUTIES AS ARE OUTLINED IN THE JOB DESCRIPTION FOR THE POSITION, AS MAY BE REQUESTED BY THE PRESIDENT AND AS MAY APPERTAIN TO HIS OR HER OFFICE. THE CHIEF EXECUTIVE OFFICER SHALL DIRECT AND SUPERVISE THE WORK OF ALL OF HIS OR HER ASSISTANTS. THE CHIEF EXECUTIVE OFFICER SHALL ATTEND, AT THE REQUEST OF THE PRESIDENT OR THE BOARD OF DIRECTORS, MEETINGS OF THE BOARD OF DIRECTORS AND OF ANY OTHER COMMITTEES. THE CHIEF EXECUTIVE OFFICER SHALL PROVIDE STAFF RESOURCES FOR ALL COMMITTEES AND, AT THE REQUEST OF THE PRESIDENT, ASSIGN SPECIFIC ASSISTANTS TO INDIVIDUAL COMMITTEES. NEITHER THE CHIEF EXECUTIVE OFFICER, NOR ANY OF HIS OR HER ASSISTANTS, SHALL BE MEMBERS OF THE BOARD OF DIRECTORS OR ANY COMMITTEE OF THE CORPORATION, WITH THE EXCEPTION OF THE MEMBERSHIP BY THE CHIEF EXECUTIVE OFFICER ON THE NOMINATING COMMITTEE. IS SUPERSEDED BY AMENDED ARTICLE VI-CEO/PRODUCING ARTISTIC DIRECTOR SECTION 6.1- CEO/PRODUCING ARTISTIC DIRECTOR THE PRODUCING ARTISTIC DIRECTOR (PAD) FUNCTIONS AS THE CHIEF EXECUTIVE FOR THE CORPORATION AND IS HIRED BY THE BOARD. SECTION 6.2 - DUTIES THE PAD IS RESPONSIBLE FOR IMPLEMENTING THE OVERALL DIRECTION AND POLICIES SET BY THE BOARD, AND HAS RESPONSIBILITY FOR EFFICIENTLY MANAGING THE CORPORATION'S STAFF AND DAY-TO-DAY OPERATIONS. THE PAD WILL NOT BE A MEMBER OF THE BOARD, BUT WILL ATTEND ALL BOARD MEETINGS AS AN ADVISOR, REPORT ON THE PROGRESS OF THE CORPORATION, ANSWER QUESTIONS OF THE DIRECTORS, AND CARRY OUT DUTIES DESCRIBED IN THE JOB DESCRIPTION. THE BOARD CAN DESIGNATE OTHER DUTIES AS NECESSARY. AMENDED ARTICLE VII - CONFLICTS OF INTEREST POLICY THE BOARD WILL ADOPT A WRITTEN POLICY REGARDING CONFLICTS OF INTEREST. THIS POLICY WILL INCLUDE ANNUAL REVIEW, DISCLOSURE, AND SIGNATURE BY EACH DIRECTOR, EXECUTIVE STAFF, AND ANY COMMUNITY MEMBERS APPOINTED TO BOARD COMMITTEES. THE POLICY WILL LAY OUT PROCEDURES TO BE FOLLOWED IN AVOIDING AND MANAGING CONFLICTS. OLD ARTICLE THIRTEEN AMENDMENTS: 13.01 AMENDMENT OF ARTICLES OF INCORPORATION. THE ARTICLES OF INCORPORATION OF THIS CORPORATION MAY BE MODIFIED OR AMENDED BY A MAJORITY VOTE OF THE BOARD OF DIRECTORS, PROVIDED THE LANGUAGE OF THE PROPOSED CHANGE OR CHANGES HAS BEEN DELIVERED TO ALL DIRECTORS BY MAIL, TELECOPY, EMAIL, OR OTHER FORM OF ELECTRONIC COMMUNICATION AT LEAST TWO (2) WEEKS PRIOR TO THE MEETING AT WHICH SUCH VOTE WILL BE TAKEN. 13.02 AMENDMENT OF BYLAWS. THE BYLAWS MAY BE MODIFIED OR AMENDED BY A MAJORITY VOTE OF THE BOARD OF DIRECTORS; PROVIDED, HOWEVER, THAT WHENEVER ANY PROVISION OF THE BYLAWS REQUIRES A VOTE OF MORE THAN A MAJORITY OF THE BOARD OF DIRECTORS, SUCH PROVISION SHALL NOT BE MODIFIED OR AMENDED WITHOUT THE VOTE OF SUCH GREATER NUMBER OF THE MEMBERS OF THE BOARD OF DIRECTORS. THE LANGUAGE OF EACH PROPOSED CHANGE OR CHANGES SHALL BE DELIVERED TO ALL DIRECTORS BY MAIL, TELECOPY, EMAIL, OR OTHER FORM OF ELECTRONIC COMMUNICATION AT LEAST TWO (2) WEEKS PRIOR TO THE MEETING AT WHICH SUCH VOTE WILL BE TAKEN. FURTHERMORE, ARTICLE TWELVE OF THESE BYLAWS MAY ONLY BE AMENDED WITH APPROVAL OF THE PRESIDENT OF FLORIDA STATE UNIVERSITY. IS SUPERSEDED BY AMENDED ARTICLE XI -AMENDMENTS SECTION 11.1- BYLAWS REVIEW THE BOARD WILL CONDUCT A REVIEW OF THESE BYLAWS AT LEAST EVERY THREE (3) YEARS, AND WILL CONSIDER NECESSARY AMENDMENTS BASED ON THE RECOMMENDATION OF THE NOMINATING AND GOVERNANCE COMMITTEE. AMENDMENTS TO THESE BYLAWS SHALL BE CONSISTENT WITH THE ARTICLES OF INCORPORATION, AND IN COMPLIANCE WITH THE LAWS OF THE STATE OF FLORIDA, SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND ALL OTHER APPLICABLE LAWS. SECTION 11.2 - BYLAWS AMENDMENT PROCEDURE THESE BYLAWS MAY BE AMENDED BY A TWO-THIRDS MAJORITY VOTE OF ALL CURRENTLY SERVING DIRECTORS. WRITTEN CONTENT OF THE PROPOSED AMENDMENTS WILL BE DISTRIBUTED AT LEAST TEN (10) CALENDAR DAYS IN ADVANCE OF THE MEETING AT WHICH A VOTE WILL BE TAKEN. FURTHERMORE, ARTICLE X OF THESE BYLAWS MAY ONLY BE AMENDED WITH APPROVAL OF THE PRESIDENT OF FLORIDA STATE UNIVERSITY. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE ORGANIZATION HAS A COMMITTEE OF BOARD MEMBERS WHO REVIEW AND DISCUSS THE FORM 990 PRIOR TO ITS FILING. THE FORM IS ALSO DISTRIBUTED TO ALL BOARD MEMBERS. |
| FORM 990, PART VI, SECTION B, LINE 12C | GOVERNANCE COMMITTEE MEETS REGULARLY AND REVIEWS POLICY AND COMPLIANCE. |
| FORM 990, PART VI, SECTION B, LINE 15A | GOVERNANCE COMMITTEE MEETS TO REVIEW AND DISCUSS COMPENSATION FOR ARTISTIC PRODUCING DIRECTOR AND MANAGING DIRECTOR. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ASOLO THEATRE, INC. PROVIDES GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS UPON REQUEST. |
| FORM 990, PART XI, LINE 9: | PARTNERSHIP LOSSES 193. |
| FORM 990, PART XII, LINE 2C AUDIT REVIEW PROCESS | THERE WERE NO CURRENT YEAR CHANGES TO THE AUDIT OVERSIGHT PROCESS. |
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