HomeMy WebLinkAboutResolution_BPW_01-19-22-03_Arts Grant_213600.00_Actors Theatre of IndianaRESOLUTION NO. BPW 01-19-22-03
RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY
ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT
WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter
into contracts; and
WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’smayor may enter into contracts on behalf ofthe
City; and
WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard,
has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and
WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and
Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review.
NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as
follows:
1. The foregoing Recitals are incorporated herein by this reference.
2. The receipt ofthe Contract is hereby acknowledged.
3. The Contract shall be promptly filed in the office of the Clerk and thereafter made available to the public
for review.
SO RESOLVED this day of , 2022.
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
BY:
James Brainard, Presiding Officer
Date:
Mary Ann Burke, Member
Date:
Lori S. Watson, Member
Date:
ATTEST:
Sue Wolfgang, Clerk
Date:
S:\\EBass\\MyDocuments\\BPW-Resolutions\\2022\\Acknowledge ArtsGrant ActorsTheatre ofIndiana Inc.docx1/7/202212:56PM
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19th January
1/19/2022
1/19/2022
1/19/2022
1/19/2022
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ARTS GRANT PROGRAM
AGREEMENT
This Grant Agreement (herein referred to as "Agreement") entered into by and between the City
of Carmel (the "City") and }G E f pF ,e ,i(the
Grantee"), is executed pursuant to the terms and conditions set forth herein. In consideration of
those mutual undertakings and covenants, the parties agree as follows:
I_ That on behalf of Grantee, a not -for -profit corporation, I _ L
an authorized representative of Grantee, have applied for a City of armel
Grantor") Arts Grant, said application attached hereto and made a part hereof as
Exhibit "A."
2. Grant Agreement. The City, after review and recommendation by the Mayor,
agrees to grant $ 213,600.00 to the Grantee for the eligible costs
of the project (the "Project") or services as described in Exhibits "A" and `B" of this
Agreement. The funds shall be used exclusively in accordance with the provisions
contained in this Agreement. Generally, the Grant award may not exceed one third
1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket
revenue from the previous year. The City of Carmel may, however, make exceptions
for start-up organizations that have been in existence for three (3) years or less.
3. Design and implementation of Project. The Grantee agrees to use any and all grant
funds in accordance with the proposal contained within this agreement and any
documents attached to this Agreement, which are incorporated by reference.
4. Warranty of non-profit status. Grantee hereby represents and warrants that it is a
not -for -profit entity with a determination letter from the Internal Revenue Service
declaring that it is exempt from Federal income tax.
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5. Payment of Grant Funds by the City. The payment of this Grant by the City to the
Grantee shall be made in accordance with the following conditions:
A. This Agreement must be fully executed and signed by both Grantee and Grantor.
B. Grantee has attached all the following information, which it represents and warrants
to be true and accurate, all which have been incorporated fully by reference:
1. An application and description of the proposed use of the grant funds (EXHIBIT
A);
2. A budget for the calendar or fiscal year for which the grant is requested
EXHIBIT B);
3. Certified copies of incorporation as a not -for -profit corporation under state law
EXHIBIT C);
4. A not -for -profit application or determination letter from the U.S. Internal Revenue
Service identifying that it is a not -for -profit corporation that is exempt from
Federal income tax (EXHIBIT D);
5. Any audits, reviews or compilations available describing the financial condition
of the Grantee, unaudited Balance Sheet and Income Statement, most recent
available IRS Form 990, and the attached Affidavit (EXHIBIT E);
6. A list of the Grantee's board of directors and officers listed (EXHIBIT F);
7. A Year End Report from the previous year if Grantee received an Arts Grant from
the City of Carmel in the previous calendar year, pursuant to paragraph 8 herein
EXHIBIT G).
C. Any other grant conditions that City requires to be met by Grantee, specifically:
6. Grantor's right to request audit or review. Grantee shall submit to an audit or
review by an independent Certified Public Accountant of funds at the City's request,
and shall make all books, accounting records and other documents available at all
reasonable times during the term of this Grant Agreement, and for a period of three
3) years after final payment of funds under this Agreement, for the purpose of an
audit by the City of Carmel, the State of Indiana, or their designees. Said review or
audit, if requested, shall be performed by a Certified Public Accountant ("CPA") who
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is neither an employee of Grantee nor a member of the Grantee's Board of Directors,
to be provided to the City of Carmel by March 31 of the following year.
7. Quarterly financial statements. Grantee agrees to provide the City of Carmel
quarterly financial statements within 45 days after each quarter -end for Grant awards
in excess of sixty thousand dollars ($60,000).
8. Year-end review. Grantee agrees to provide the City of Carmel a year-end report
Year End Report") for each year, describing how the grant was used and the impact
of the dollars received.
9. Funding Credit. Grantee agrees to credit the City of Carmel in the printed materials
associated with a funded program or project. The City of Carmel will supply, upon
request, Grantee with the graphics/logos necessary for compliance.
10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to
the City that it is statutorily eligible to receive these monies and it expressly agrees to
repay all monies paid to it under this Grant, should a legal determination of its
ineligibility be made by any Court of competent jurisdiction.
11. Use of Grant Funds by Grantee. The funds received by the Grantee pursuant to this
Agreement shall be used only to implement the Project or provide the services in
conformance with the Budget and for no other purpose. If it is determined by the
City that misappropriation of funds have occurred, the Grantee must return all funds
received by Grantor and individuals who misuse Grant funds may also be subject to
civil and/or criminal liability under Indiana and Federal law.
12. Employment Eligibility Verification. The Grantee affirms under the penalties of
perjury that he/she/it does not knowingly employ an unauthorized alien.
The Grantee affirms under the penalties of perjury that he/she/it has enrolled and is
participating in the E-Verify program as defined in IC 22-5-1.7. The Grantee agrees
to provide documentation to the City that he/she/it has enrolled and is participating in
the E-Verify program.
The City may terminate for default if the Grantee fails to cure a breach of this
provision no later than thirty (30) days after being notified by the State.
13. Governing Law; Lawsuits. This Agreement is to be construed in accordance with
and governed by the laws of the State of Indiana, except for its conflict of laws
provisions. The parties agree that, in the event a lawsuit is filed hereunder, they
waive their right to a jury trial, agree to file any such lawsuit in an appropriate court
in Hamilton County, Indiana only, and agree that such court is the appropriate venue
for and has jurisdiction over same.
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14. Relationship of Parties. The relationship of the parties hereto shall be as provided
for in this Agreement, and neither Grantee nor any of its compensated officers,
employees, contractors, subcontractors and/or agents are employees of City. The
Grant amount set forth herein shall be the full and maximum compensation and
monies required of City to be paid to Grantee under or pursuant to his Agreement.
15. Severability. If any term of this Agreement is invalid or unenforceable under any
statute, regulation, ordinance, executive order or other rule of law, such term shall be
deemed reformed or deleted, but only to the extent necessary to comply with same,
and the remaining provision of this Agreement shall remain in full force and effect.
16. Entire Agreement. This Agreement, together with any exhibits attached hereto or
referenced herein, constitutes the entire agreement between Grantee and City with
respect to the subject matter hereof, and supersedes all prior oral or written
representations and agreements regarding same. Notwithstanding any other term or
condition set forth herein, but subject to paragraph 15 hereof, to the extent any term
or condition contained in any exhibit attached to this Agreement or in any document
referenced herein conflicts with any term or condition contained in this Agreement,
the term or condition contained in this Agreement shall govern and prevail. This
Agreement may only be modified by written amendment executed by both parties
hereto, or their successors in interest.
IN WITNESS WHEROF, the parties hereto have made and executed this Agreement as follows:
r
7)1ava [-.u. t"Grantee")
Signature)
P rid Name of Officer: nn=_ _ c Title: _Ct A,
Date: / '60 Z
T —
CITY OF CARM/E L ("Grantor")
James Brainard, Mayor
Date: 12/29/2021
ATTEST:
Date: 12/29/2021
If you have any question concerning the City of Camel's 2020 Ms Grant Program, grant writing, guidelines or application materials, contact:
Sharon Kibbe, City of Cannel, One Civic Square, Cannel, IN 46032, Phone: 317-571-2483, skibbe(ricarmel.in.¢ov.
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Exhibit "A"
An Application and Description of the Proposed Use of the Grant Funds
APPLICANT:
APPLICATION AMOUNT:$ 240,000.00
DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS:
Please see attached.
Additional pages may be added to Exhibit "A")
By:
Printed Name of Officer. q- ate-,+
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ADDENDUM ADDED TO EXHIBIT "A" OF THE 2022 CARMEL ARTS APPLICATION
Based on the formula of using 33 1/3% of the previous year's revenue to calculate the grant
amount requested, Actors Theatre of Indiana would normally request a Carmel Arts Grant
award of $198,100 for 2022 based on total revenue of $594,845. The 2021 Arts Grant Award
for ATI was $240,000 which was based on revenue of $767,450. The shut down of arts
organizations had an extremely negative effect on earned revenue for last season.
Because of these reasons, I was hesitant to include a dollar amount on the Exhibit A cover
sheet.
Jim Reilly
Executive Director
Actors Theatre of Indiana
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EXHIBIT A: PROPOSAL NARRATIVE
Actors Theatre of Indiana
November 15, 2021
OVERVIEW OF THE ORGANIZATION
Please note that programs shown in bold type are either new or modified
programs for ATI.
In 2022, Actors Theatre of Indiana will be entering its seventeenth season of presenting
Broadway musicals and stage plays, as well as Indiana theatre premieres. It will also be our
eleventh season of performing in the Studio Theatre at the Center for the Performing Arts. Co-
founders Don Farrell, Judy Fitzgerald, and Cynthia Collins are professional performers, directors,
and choreographers with over 75 years of combined professional experience in Off -Broadway
productions, Radio City Music Hall, Madison Square Garden, Las Vegas, National and
International Tours, Television, and Regional Theatres. Because of their range of experience and
professional connections, we are able, if necessary, to utilize performers and directors from
across the country to fill specific needs and roles in our productions. Quite frankly, Actors Theatre
of Indiana could be considered in many ways a regional theatre company.
In the fall of 2021, ATI entered into an agreement with the Hotel Carmichael to present
professional cabaret -style performances inside the hotel at the Feinstein Cabaret. Once a
month, either the ATI founders or entertainers chosen by ATI will perform on stage at the
Feinstein Cabaret. These performances have become extremely popular with the public as well
as the hotel's guests. Beginning in December of 2021, the founders of ATI will be presenting
two performances of their Christmas production in the Feinstein Cabaret.
In 2019, ATI expanded its mission by adding an educational initiative to the organization.
Unfortunately, the two individuals who we hired to lead this initiative were transferred to other
parts of the country because of job and family commitments. At the same time this was
happening, the Covid-19 virus was spreading around the country. Because of these
developments, we were forced to place the educational initiative in a temporary hiatus mode.
We fully intend reinstitute our educational initiatives as soon as the country sufficiently
recovers from the effects of the COVID virus. This tuition -based program will be for students
from 14 to 18 years of age who are contemplating pursuing a career in theatre, both in front of
the curtain as well as behind the curtain. The students will work with our professional team from
first rehearsal through opening night and be exposed to all facets of theatre production. We
received several grants from the Clay Township Trustee in 2020 to help grow this educational
initiative.
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Also, in honor of our 1511 season, we launched a new program entitled the "Actors Theatre of
Indiana Lab Series". This program is committed to nurturing new plays by offering playwrights
an intensive weekend of discussion and play development with a cast of professional actors
and directors in a creative laboratory environment. Each play will have a reading and a talk -
back session with ATI audiences, staff, cast and playwright. It is our belief that to be considered
a true professional theatre company in this community we need to offer playwrights an
opportunity to bring their new works to the stage.
COMMUNITY INVOLVEMENT
Members of the Carmel Chamber of Commerce
Members of the Hamilton County Convention & Visitors Bureau
Participated and performed in the 2021 Carmel Fest parade
Participates every summer in the Carmel Farmers Market
Upon request, we provide sign language interpreters for the hearing impaired
Performs annually in Carmel's Veterans Day ceremony
Performs caroling during the Christmas holidays in the Arts & Design District as well as
the popular Christkindlmarkt
On occasion we have performed a free summer concert series at Carmel City Center
Performed our Cole Porter Revue at The Barrington's grand opening
Presented "An Evening with Frank Sinatra" at The Bridgewater Club
In collaboration with the Autism Society of Indiana, we have provided a special "lights
up, sound down" performance of A Year with Frog & Toad
We provided free tickets to the Big Brothers/Big Sisters organization to see A Year with
Frog & Toad
We have performed readings of A Year with Frog & Toad at libraries and schools
throughout Carmel and Central Indiana
In February of 2020 we presented, along with the Carmel Symphony Orchestra, two
staged presentations of Sweeney Todd. These concerts were performed in The
Palladium and were critically acclaimed and financially successful for both organizations.
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EXHIBIT A
PROPOSED USE OF 2022 CARMEL ARTS GRANT FUNDING
Our focus has always been, and remains, to present professional theatrical productions that
entertain and inspire the audience. Our aggressive use of social media enables us to reach a
targeted audience at a fraction of the cost of traditional media, thereby reducing our
advertising costs.
We entered the 2021/2022 season with a strong expectation that we would be presenting a full
slate of four main stage productions. Nothing has transpired in the country through
Thanksgiving that would alter our thinking. While the number of people attending our
performances is noticeably smaller than before the pandemic, we are very encouraged by the
overall enthusiasm exhibited by the audiences. Quite frankly, all arts organizations in the
country are experiencing problems with the number of patrons filling the seats.
During the difficult period we all have gone through, we endeavored to remain visible and
relevant not only to our patrons, but to the City of Carmel and our grantors and funders.
From our Friday night Facebook Live presentations of From Our Home to Yours, to the live
Drive -In Theatre Concerts at the Monon Square Shopping Center, to our musical
presentations at the Feintsein Cabaret, we have always strived to make live theatre relevant
in Carmel. And from all the positive feedback we receive from our patrons, I believe we are
doing a very good job of bringing quality, professional entertainment to Carmel.
We are committed to the following organizational values:
If necessary, we will continue to utilize professional talent from Indianapolis and around
the country to enhance the quality of our productions.
We will continue to invest wisely in our production values, including stage design, sound
design, and lighting design.
We will continually strive to present four main stage productions annually in the Studio
Theatre. Depending on the costs of the productions, at least one of these productions
will contain larger casts and popular name recognition.
We will strive to grow and expand the educational component of the organization to
include as many students as possible.
We will grow the ATI Lab Series to provide opportunities for as many playwrights as
possible to present their new works on the ATI stage in the Studio Theatre.
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We will continue to give back to the community by performing at local events at no
charge. A few of the events are the Veterans Day Ceremony, the Lighting of the Tree at
Christmas, Holiday in the Arts District, and the Carmel International Arts Festival.
The Carmel Arts Grant enables us to proudly represent the City of Carmel as the Resident
Professional Theatre Company at The Center for the Performing Arts.
Because of previous Carmel Arts Grants, we have been able to continually upgrade our lighting,
our production equipment, and the music and sound equipment that we use for our
productions in the Studio Theatre. We purchased some of this equipment last year with
proceeds from the Carmel Arts Grant. Quite simply, these new capital expenditures were
prudent artistic additions, both fiscally and developmentally, and helped ATI to continue
offering the professional stage productions that our community so richly deserves.
HERE IS A LISTING OF THE EQUIPMENT THAT WE WOULD LIKE TO PURCHASE WITH A
PORTION OF THE PROCEEDS FROM THE 2022 CARMEL ARTS GRANT:
One (1) Table Saw, Cabinet Stand Type, 10 inch diameter blade, Max Blade Speed 4,000 RPM
Cost - $7,200
Three (3) Dewait Cordless Drills
Cost - $700
Ten (10) Actor Microphone Elements
Cost - $2,000
Seven (7) Drum Kit Microphone Package
Cost - $1,000
One (1) Sliding Miter Saw — Sliding Compound Miter Saw with Rolling Stand
Cost - $700
TOTAL BUDGET REQUEST FOR NEW EQUIPMENT - $11,600
As in prior years, foundation grants, other governmental grants, individual donations, gifts of
corporate stocks, corporate sponsorships, and in -kind donations will supplement the Carmel
Arts Grant in supporting Actors Theatre of Indiana. A stock donation plan was implemented in
2018 and a Planned Giving initiative was implemented in 2019 in the hope that Actors Theatre
of Indiana will be included in the estate plans of our patrons.
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Additionally, and in the spirit of full disclosure, the City of Carmel needs to be aware of the
following information:
As mentioned in Exhibit G, for as long as Actors Theatre of Indiana has been receiving
the Carmel Arts Grant, no Grant funds have ever been allocated to increasing staff size
or to increase compensation. This practice will continue through 2022. We currently
have four (4) full-time employees, each being paid an annual salary of $30,000. It has
become increasingly obvious to the Board of Directors that if we were to lose any of our
four full-time employees for any reason, we would not be able to replace any of them
for $30,000, thereby putting the future of the organization in jeopardy. Additionally,
everyone should be aware that when our three Founders are performing in an ATI
production, they always forfeit their Actors Equity salary of $2,100 per production.
They do this to save money for the organization.
The Executive Director has made a request to the Board of Directors to form a
compensation committee to determine the appropriate salary levels for the staff and
to identify sources of funding that can be utilized to pay for the increased salaries.
Additionally, the Executive Director has made a request to the Board of Directors to
create a succession plan in case the Executive Director or any of the Founders would
choose to leave the organization for any reason.
2022 OPERATIONAL FUNDING REQUEST
Total revenue per ATI's 7/31/21 financial audit $594,845
Grant award percentage guideline 33.3%
Grant Amount Per Guideline $198,100
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EXHIBIT B j
ACTORS THEATRE OF INDIANA
OPERATING BUDGET FOR FISCAL YEAR ENDING JULY 31, 2022
INCOME
Earned Income
Admission/Ticket Income 150,000
Sponsorships 25,000
Other Income 10,000
Contributed Income
Individual/Corporate Contributions 50,000
Foundation Support 85,000
Fundraising/Special Events 10,000
Government Income
Federal NEA 15,000
State IAC 30,000
City Carmel and HCCVB 240,000
Total Cash Income 615,000
In -Kind Goods and Services 35,000
TOTAL INCOME 650,000
EXPENSES
Production Expenses
Production Personnel 200,000
Production Costs 100,000
General & Administrative Expenses
Executive Director (Projected) 60,000
Marketing/Development Director 45,000
Bookkeeper/Grant Writer 30,000
Accounting Firm 10,000
Insurance F 1 10,000
Travel & Entertainment 1,000
Telephone and IT 10,000
Advertising 50,000
Interest & Bank Card Fees 2,000
Rent & Occupancy Costs 100,000
In Kind Goods & Services 35,000
TOTAL EXPENSES 653,000
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State of Indiana
Office of the Secretary of State
CERTIFICATE OF INCORPORATION
of
ACTORS THEATRE OF INDIANA, INC.
I, TODD ROIOTA, Secretary of State of Indiana, hereby certify that Articles of Incorporation
of the above Non -Profit Domestic Corporation have been presented to me at my office,
accompanied by the fees prescribed by law and that the documentation presented conforms to
law as prescribed by the provisions of the Indiana Nonprofit Corporation Act of 1991.
NOW, THEREFORE, with this document I certify that said transaction will become effective
Friday, March 18, 2005.
In Witness Whereof, I have caused to be
affixed my signature and the seal of the
State of Indiana, at the City of Indianapolis,
March 18, 2005.
TODD ROKiTA,
SECRETARY OF STATE
2005031800331 / 2005031862490
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ARTICLES OF INCORPORATION
it OF
ACTORS THEATRE OF INDIANA, INC.
rN0.5 GP..-+PA
The undersigned incorporator, desiring to form a nonprofit corporation (hereinafter referred
to as the "Corporation"), pursuant to the provisions ofthe Indiana Nonprofit Corporation Act of I991
hereinafter referred to as the "Act"), executes the following Articles of Incorporation:
ARTICLE I
Name; Type of Corporation
The name of the Corporation is Actors Theatre of Indiana, Inc. The Corporation is a public
benefit corporation.
ARTICLE 11
Purposes and Powers
Section 2.1. Purposes. The Corporation is formed to:
a) Encourage participation in the theatre through the organization of instructional
classes, lectures, workshops, and theatrical productions; and
b) Transact any and all lawful business for which nonprofit corporations may be
incorporated under the Act.
Section 2.2. Nonprofit Purposes.
a) The Corporation is organized to operate exclusively for the charitable
purposes established in this Article H. Contributions received by the Corporation will either be used
directly to satisfy these purposes or will be invested with the income generated therefrom used to
carry out the Corporation's charitable purposes.
b) No substantial part of the activities ofthe Corporation shall be the carrying on
of propaganda, or otherwise attempting to influence legislation, and the Corporation 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,.
c) Notwithstanding any other provision of these Articles of Incorporation, the
Corporation shall not carry on any other activities not permitted to be carried on:
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i) By a corporation exempt from Federal income tax
under Section 501(cx3) ofthe Internal Revenue Code
of 1986 (the "Code"), or corresponding provisions of
any subsequent Federal Tax laws, or
ii) By a corporation, contributions to which are
deductible under Section 170(c)(1) or (2) or Section
2522(a)(1) or (2) of the Code, or corresponding
provisions of any subsequent Federal tax laws.
Section 2.3. Powers. Subject to any limitation or restriction imposed by the Act, any other
law, or any other provision of these Articles of Incorporation, the Corporation shall have the power:
a) To do everything necessary, advisable or convenient for the accomplishment
of any of the purposes hereinbefore set forth, or which shall at any time appear conducive to or
expedient for the protection or benefit of the Corporation and to do all ofthe things incidental thereto
or connected therewith which are not forbidden by law; and
b) To have, exercise and enjoy in furtherance of the purposes hereinbefore set
forth all the general ri ghts, privileges and powers granted to corporations by the Act, as now existing
or hereafter amended, and by the common law.
Section 2.4. Limitation Upon Dissolution. Upon the dissolution of the Corporation, the
Board of Directors shall, after paying or making provision for the payment of all the liabilities ofthe
Corporation and returning grants, if any, owing to the State of Indiana, dispose of all assets of the
Corporation exclusively for the purposes of the Corporation in such a manner, or to such
organization(s) organized and operated exclusively for charitable, educational or scientific purposes
as shad at the time qualify as an exempt organization(s) under Code Section 501(c)(3), or
corresponding provisions of any subsequent federal tax law, as the Board of Directors shall
determine.
ARTICLE III
Period of Existence
The period during which the Corporation shall continue is perpetual.
ARTICLE iV
Registered Agent and Registered Office
The name and address of the Registered Agent and Registered Office are Catherine F.
Duclos, 5145 N. Pennsylvania Street, Indianapolis, Indiana 46205.
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ARTICLE V
Membership
The Corporation shall have no members. Instead, the members of the Board of Directors of
the Corporation shall act on behalf of the Corporation.
ARTICLE VI
Directors
Section 6.1. Number of Directors. The initial number of Directors is four (4). Thereafter,
the number of Directors of the Corporation and their election shall be fixed by the Code of By -Laws
of the Corporation, but in no event shall the number be more than fifteen (15) or less than four (4).
Section 6.2. Names and Post Office Addresses ofthe Directors. The names and post office
addresses of the initial Board of Directors are:
Name Address, State, Zip Code
Catherine F. Duclos 5145 N. Pennsylvania Street, Indianapolis, IN 46205
Donald Farrell 5145 N. Pennsylvania Street, Indianapolis, IN 46205
Cynthia Collins 5145 N. Pennsylvania Street, Indianapolis, IN 46205
Judith D. Fitzgerald 5145 N. Pennsylvania Street, Indianapolis, IN 46205
Section 6.3. Terms of Directors. Directors of the Corporation shall be elected for such
terms as may be fixed by the Code ofBy-Laws ofthe Corporation and shall, if the By -Laws shall so
providg, be divided into as many groups whose terms of office expire at different times as the
By -Laws shall provide.
Section 6.4. Removal of Directors. Any or all members of the Board of Directors of the
Corporation may be removed at any time with or without cause by a vote of the majority of all the
members of the Board of Directors held during any meeting of the Board of Directors called
expressly for that purpose.
ARTICLE VII
Incorporator
The name and post office address of the incorporator of the Corporation are Catherine F.
Duclos, 5145 N. Pennsylvania Street, Indianapolis, Indiana 46205.
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ARUCLE'VM
Provisions for the Regulation and
Conduct of the Affairs of the Corporation
Other provisions, consistent with the laws ofthis state, for the regulation and conduct of the
affairs of the Corporation, and creating, defining, limiting or regulating the powers of the
Corporation or the Directors are as follows:
Section 8.1. Indemnification.
a) The Corporation shall indemnify any person as of right who is or was a
director, officer, employee, or agent of this Corporation, or is or was serving as a director, officer,
employee, or agent of another corporation, partnership, or other enterprise at the request of the
Corporation, against expenses (including attorneys' fees), judgments, fines, penalties, and amounts
paid in settlement reasonably incurred by such person, to the fullest extent now or hereafter
permitted by law, in connection with or resulting from any claim, action, suit, or proceeding (whether
actual or threatened, civil, criminal, administrative, or investigative, or in connection with an appeal
relating thereto), in which such person may be involved as a party or otherwise by reason of being or
having been a director, officer, employee, or agent of the Corporation or of such other organization;
provided, such person acted in good faith ,and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any criminal action or
proceeding, in a manner which he had no reasonable cause to believe was unlawful. The termination
of any claim, action, suit or proceeding by judgment, order, settlement (whether with or without
court approval), conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner which he reasonably
believ9d to be in, or not opposed to, the best interests of the Corporation, and, with respect to any
criminal action, suit, or proceeding, in a manner which he had reasonable cause to believe was
unlawful.
b) Any director, officer or employee of the Corporation who has been successful
as a party on the merits or otherwise in his defense of any claim, action, suit, or proceeding referred
to in the first sentence of Section 8.1(a) shall be indemnified as of right against expenses (including
attorneys' fees) reasonably incurred by him in connection therewith (except to the extent covered by
insurance).
c) Except as provided in Section 8.1(b) above, any indemnification under Section
8.1(a) shall be made by the Corporation only upon a determination that indemnification of the
particular director, officer, employee, or agent is proper in the circumstances because such person
has met the applicable standards of conduct set forth in Section 8.1(a). Such determination shall be
made (i) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of
members of the board ofdirectors who were not parties to such claim, action, suit, or proceeding, or
ii) if such a quorum is not obtainable or if so directed by a majority vote of a quorum consisting of
CL'
DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF
members of the Board ofDirectors who were not parties to such claim, action, suit, or proceeding, by
independent legal counsel (who may be regular counsel of the Corporation or other disinterested
person(s), such counsel or person(s) being hereafter called the "referee") in a written opinion. The
person claiming indemnification shall, if requested, appear before the referee and answer questions
which the referee deems relevant and shall be given ample opportunity to present to the referee
evidence upon which he relies for indemnification. The Corporation shall, at the request of the
referee, make available facts, opinions or other evidence in any way relevant to the referee's findings
which are within the possession or control of the Corporation.
d) The indemnification provided by this Section 8.1 shall not be deemed
exclusive of any other rights to which a director, officer, employee, or agent may be entitled under
any by-law, resolution, agreement, or otherwise, and shall continue as to a person who has ceased to
be a director, officer, employee, or agent of the Corporation, and shall inure to the benefit of the
heirs, executors and administrators of such a person. The indemnification provided by this Section
8.1 shall be applicable to claims, actions, suits, or proceedings made or commenced after the
adoption hereof, arising from acts or omissions to act occurring whether before or after the adoption
hereof.
e) This Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent ofthe Corporation, or who
is or was serving at the request ofthe Corporation as a director, officer, employee or agent ofanother
corporation, partnership, joint venture, trust or other enterprise against any liability asserted against
such person and incurred by him in any such capacity, or arising out of his status as such, whether or
not the Corporation would have the power to indemnify him against such liability under the
provisions of this Section 8.1, together with expenses actually and reasonably incurred by him in
connection with his defense thereof; provided that when and to the extent that the Corporation has
purchased and maintained such insurance, it shall have no duty under this Section S. I to indemnify
any such person to the extent such liability is covered by such insurance.
Section 8.2. Restriction Upon Acceptance of Gifts. No gifts or other contributions to the
Corporation shall be accepted by the Corporation if the use or expenditure of such gift or other
contribution is subject to any condition which is inconsistent with the purposes ofthe Corporation as
stated herein.
Section 8.3. Interest of Directors in Contracts. Any contract or other transaction between
the Corporation and one or more of its Directors, or between the Corporation and any firm of which
one or more of its Directors are members or employees, or in which they are interested, or between
the Corporation and any corporation or association of which one or more of its Directors are
shareholders, members, directors or employees, or in which they are interested, shall be valid for all
purposes, notwithstanding the presence of such Director or Directors at the meeting ofthe Board of
Directors of the Corporation which acts upon or in reference to such contract or transaction, and
notwithstanding such Director's participation in such action, if the fact of such interest shall be
disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless,
authorize, approve and ratify such contract or transaction by a vote of a majority of the Directors
5-
DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF
present, such interested Director or Directors to be counted in determining whether a quorum is
present, but not to be counted in calculating the majority of such quorum necessary to carry such
vote; provided, however, that such contract or transaction shall be atarms length and notviolative of the
proscriptions of these Articles against the Corporation's use or application of its funds for private benefit.
Section
8.4. Net Eanrings. No part ofthe net earnings of the Corporation shall inure to the benefit
of, or be distributed to, its directors, officers, or other private individuals. Section
8.5. Private Foundation. If at any time it is determined by the Internal Revenue Service
that the Corporation is a private foundation within the meaning of Code Section 509(a) (or the
corresponding provision of any future United States revenue law), the Corporation shall also be subject
to the requirements set forth below in this Section. a)
Distribution of Income. The Corporation shall distribute its income each taxable
year at such time and in such manner as not to become subject to the tax on undistributed income
imposed by Code Section 4942, or corresponding provisions of any subsequent federal tax law.
b)
Self -Dealing. The Corporation shall not engage in any act of self -dealing as defined
in Code Section 4941(d), or corresponding provisions of any subsequent federal tax law. c)
Excess Business Holdings. The Corporation shall not retain any excess business
holdings as defined in Code Section 4943(c), or corresponding provisions of any subsequent federal
tax laws. d)
Investments jeopardizing Charitable Purpose. The Corporation shall not make any
intieslments in such manner as to subject it to tax under Code Section 4944, or corresponding provisions
of any subsequent federal tax laws. e)
Taxable Ex r ditures. The Corporation shall not make any taxable expenditures
as defined in Code Section 4945(d), or corresponding provisions of any subsequent federal
tax law. Section
8.6. Not -for -Profit Status. Notwithstanding any contrary provisions contained herein,
the Board ofDirectora shall not have the power or authority to do any act that will prevent the Corporation
from being an organization described in Code Section 501(c)(3) or corresponding provisions
ofany subsequent federal tax laws. 0
DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF
IN WITNESS WHEREOF, the undersigned hereby execute these Articles of Incorporation as
of this clay of March, 2005.
Catherine F. Duclos
6W38
7-
DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF
INTERNAL REVENUE SERVICE
P. O. BOX 2508
CINCINNATI, OE 45201
Date:
JUN22 2W5
ACTORS THEATRE OF-INDIANA INC
C/O DONALD M MEYER
HOSE MCKINNEY & EVANS LLP
135 N PENNSYLVANIA ST
INDIANAPOLIS, IN 46204
Dear Applicant:
DEPARTMENT OF THE TREASURY
Employer Identification Number:
20-2530124
DLN:
17053140022015
Contact Person:
DOROTEY:M LAWRENCE ID# 31450
Contact Telephone Number:
877) 829-5500
Accounting Period Ending:
DECEMBER 31
Public Charity Status:
170 (b) (1) (A) (vi)
Form 990 Required:
YES
Effective Date of Exemption:
MARCH 18, 2005
Contribution Deductibility:
YES
Advance Ruling Ending Date:
DECEMBER 31, 2009
We are pleased to inform you that upon review of your application for taxexemptstatuswehavedeterminedthatyouareexemptfromFederalincome taxundersection501(c)(3) of the Internal Revenue Code. Contributions to you aredeductibleundersection170oftheCode. You are also qualified to receivetaxdeductiblebequests, devises, transfers or gifts under section 2055, 2106or2522-of.the Code. Because this letter could help resolve any questionsregardingyourexemptstatus, you should keep it in your permanent records.
Organizations exempt under section 501(c)(3) of the Code are further classifiedaseitherpubliccharitiesorprivatefoundations. During your advance ruling period, you will be treated as a public charity. Your advance ruling period beginswiththeeffectivedateofyourexemptionandendswithadvancerulingendingdateshownintheheadingoftheletter. Shortly
before the end of your advance ruling period, we will send you Form 8734, Support Schedule for Advance Ruling Period. You will have 90 days after theendofyouradvanceruling: period to return the completed form. We will thennotifyyou, in writing, about your public charity status. Please
see enclosed Information for Exempt Organizations Under Section 501(c)(3) for some helpful information about your responsibilities as an exempt organization. Letter
1045 (DO/CG)
DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF
2_
ACTORS -THEATRE OF INDIANA INC
We have sent a copy of this letter to your represen[ative as indicated in yourPowerofattorney.
Sincerely,
Lois G. Lern4r
Director, Exempt Organizations
Rulings and Agreements
Enclosures: Information for Organizationa Exempt Under Section 501(c)(3)
Letter 1045 (DO/CC)
DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF
STATE OF INDIANA )
SS:
COUNTY OF HAMILTON )
AFFIDAVIT
1, !j8mr; 5 f)• IE-'a i I y , an authorized representative
J
Of nc*V c a?' c -2: ' n, "Grantee"), being first duly sworn upon
my oath, state that pursuant to paragraph 2 of the City of Carmel Arts Grant Program Agreement,
all income of Grantee, including a City of Carmel arts grant, if applicable, revenue of sales,
and/or ticket revenue, etc., in the previous year totaled $ f?
i
ae .*
Subscribed and sworn to before me, the undersigned Notary Public, this k) of
1 1OY2xY l P f , 2021.
Signature - Notary Public
SEAL]
Printed Name 5ftar"'
Resident of m,`j County, Indiana
0SHARON
M. KIBBE My Commission Expires:
Resident of Hamilton Co.
My Commission Expires
July 12, 2026
DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF
ACTORS THEATRE OF INDIANA INC.
PRELIMINARY Balance Sheet
As of July 31, 2021
TOTAL
ASSETS
Current Assets
Bank Accounts
1002 United Fidelity Bank (1050) 75,669.00
1005 Special Events Account (1039) 100.00
1015 Business Savings (1701) 100.00
Total Bank Accounts 75,869.00
Accounts Receivable
1100 Accounts Receivable 65,880.00)
1105 Ticket Sales Receivable 90,747.14
Total 1100 Accounts Receivable 24,867.14
1240 Grants receivable 28,731.00
Total Accounts Receivable 53,598.14
Other Current Assets
1310 Employee & trustee receivables 0,19)
1445 Prepaid Insurance 1,526.42
1450 Prepaid expenses 0.41)
1455 Prepaid Royalties & Prod Exp 65,369.64
1460 Security Deposits 7,342.00
Total Other Current Assets 74,237.46
Total Current Assets 203,704.60
Fixed Assets
1630 Leasehold improvements 2,120.90
1640 Furniture, fixtures, & equip 34,513.81
1645 Theatrical Lighting 8,060.00
1655 Theatrical Sound Equipment 13,546.17
1745 Accum Depreciation 35,950.83)
Total Roved Assets 22,290.05
TOTAL ASSETS 225 994.65
Cash Basis Tuesday, November 9, 2021 03:21 PM GMT-06:00 1/2
DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF
ACTORS THEATRE OF INDIANA INC.
PRELIMINARY Balance Sheet
As of July 31, 2021
TOTAL
LIABILITIES AND EQUITY
Liabilities
Current Liabilities
Other Current Liabilities
2100 Payroll Liabilities 3,566.05
2105 Union Dues EE W/H 17.39
2106 Union Initiation Fees 45.00
2108 Deferred Payroll 0.04)
2130 Accrued payroll taxes 0.20
2300 Deferred Revenue 0.00
2305 Season Tickets 13,189.00
t otal 2300 Deferred Revenue 13,189.00
2565 Agent Fees Payable 133.95
2620 Line of Credit - United Fidelity 239.05)
Total Other Current Liabilities M A 719 An
16,712.50
Long -Term Liabilities
2770 Long-term liabilities - other _ 29,000.00
Total Long -Term Liabilities $29,060.00
Total Liabilities mda 74 0 CA
Equity
3010 Unrestrict (retained earnings) 33,669.11
Net Income 146,613.04
Total Equity 180,282.15
TOTAL LIABILITIES AND EQUITY 225,994.65
I
Cash Basis Tuesday, November 9, 2021 03:21 PM GMT-06:00 2/2
DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF
ACTORS THEATRE OF INDIANA INC.
Profit and Loss - PRELIMINARY
August 2020 - July 2021
4000 ATI Ticket Sales
4001 Single Ticket Sales
Total 4000 ATI Ticket Sales -- -
4005 Indiv/business contribution
4006 Board Donations
4007Individual Donations
4008 Corporate Donations
Total 4005 Indhdbusiness contribution
4012 Sponsorships
4013 Show Sponsorships
4014 Season Sponsor
4017 Sponsor - Other
Total 4012 Sponsorships
4036 Feinstein's Contract Income
4040 Special Events Income
4110 Donated pro services - GAAP
4150 Donated use of facilities
4180 Marketing materials
4200Individual Gifts
4210 Corporate/business grants
4230 Foundation/trust grants
4250 Nonprofit organization grants
4305 Program Advertising
4530 State grants
4540 Local government grants
5000 Earned revenues
5490 Miscellaneous revenue
Total 5000 Eamed revenues
5800 Special events
5820 Fundraising
Total Income
Cost of Goods Sold
7000 Production Salaries & related expenses
7020 Salaries & Wages
7050 Payroll Tax
7061 Equity League Health
7062 Equity League Pension
7065 AEA Dues
7261 Stage Crew
Total 7000 Produc0on Saiarles & related expenses
TOTAL
234.12
234.12
7,527.54
90,383.85
2,026.07
99,937.46
6,000.00
40,000.00
5,600.00
51,600.00
4,000.00
2,670.00
17,052.00
32,272.56
22.50
10,000.00
2,500.00
86,075.00
1,000.00
2,075.00
44,333.83
240,000.00
225.00
225.00
500.00
1,347.54
594,845.01
35,874.92
560.00
1,620.00
320.00
20.00
120.00
38,514.92
Cash Basis Monday, October 18, 2021 10:48 AM GMT-04:00 1/4
DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF
ACTORS THEATRE OF INDIANA INC.
Profit and Loss - PRELIMINARY
August 2020 - July 2021
7100 Contracted Production Staff
7103 Actors
7105 Director
7109 Master of Properties
7115 Music Dir/Accomp/Conductor
7120 Musicians
7125 Scenic Designer/Carpenter
7130 Costumer
7135 Sound Designer/Audio Engineer
7140 Lighting Designer/Master Electrician
7145 Photographer
7150 Other Production Contractors
Total 7100 Contracted Firoducton Staff
7200 Other Production Costs
7205 Properties
7208 Equipment Purchases
7210 Equipment Rental
7212 Wig rental/design/maintenance
7225 Scenery
7227 Lighting Supplies
7228 Stage Mgmt Supplies
7229 Sound Supplies
7230 Food & Beverage
7231 Artistic Expenses
7235 Royalties/Scripts
7245 Misc Production Costs
7250 Crew Meals
7268 Security
7275 Travel/Lodging
Total 7200 Otcd herProduonCosts Total
Cost of Goads Sold GROSS
PROFIT Expenses
6560
Payroll Expenses 7300
Salaries & related expenses 7320
Salaries & Wages 7350
Payroll taxes Total
7300 Salaries & related expenses 7351
SUI 7400
Advertising & Marketing 7405
Print Ads TOTAL
2,
670.00 1,
689.50 400.
00 7,
700.00 11,
645.00 1,
950.00 400.
00 5,
618.00 2,
712.50 14,
000.00 3,
400.00 52,
185.00 67.
99 7,
566.04 3,
152.52 450.
00 95.
13 317.
10 29.
66 120.
00 59.
91 955.
89 1,
550.14 9,
008.03 22.
51 540.
00 50.
00 23,
794.66 al
19,9Y4A0 480,
350.43 1,
339.58 90,
576.44 9,
993.15 100,
569.56 22.
40 95.
00 19,
515.13 Cash
Basis Monday, October 18, 2021 10:48 AM GMT-04:00 214
DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF
ACTORS THEATRE OF INDIANA INC.
Profit and Loss - PRELIMINARY
August 2020 - July 2021
TOTAL
141 U tiectronlc Media 15,935.00
7415 Graphic Design 1,191.40
7420 Signage
511.65
7425 Promotional Events/Fairs _ 4,948.56
Total 7400 Advertising & Marketing 42,196.74
7450 Fundraising expenses 2,469.33
7500 Legal & Professional Fees
7505 Payroll Fees 1,468.14
7520 Accounting fees 28,254.75
7540 Professional fees - other 11,795.00
7580 Donated pro services - GAAP _ 8,652.00
Tota17500 Legal & Professional Fees 50,169.89
8100 Non -personnel expenses
8110 Supplies
8130 Telephone & Internet
8140 Postage, shipping, delivery
8160 Equip rental & maintenance
8170 Printing & copying
8180 Books, subscriptions, reference
Total8100 Non -personnel expenses
1,684.45
9,545.01
2,723.55
1,425.25
6,710.25
1,744.43
23,832.94
8200 Occupancy expenses
8240 Personal property taxes 362.30
8280 Donated facilities - GAAP 32,272.56
Total 8200 Occupancy expenses 32,634.86
8300 Travel & meetings expenses
8305 Meals/Entertainment - 2,443.97
8310 Travel 57.13
Total 8300 Travel & meetings expenses 2,501.10
8500 Misc expenses
8505 Credit Card Fees 1,856.67
8510 Interest expense 2,984.63
8515 Bank Fees 48.00
8520 Business Insurance 9,943.75
8530 Membership dues - organization 200.00
8540 Staff/Board development 652.21
8560 Outside Computer Services 4,546.54
8565 IT Subscriptions _ _ _ 10,319.88
Total 8560 Outside Computer Sery ces 14,866.42
8570 Advertising & Marketing
8590 Other expenses
Total 8500 Misc expenses
Cash Basis Monday, October 18, 2021 10:48 AM GMT-04:00
46,239.95
1,237.33
78,028.96
3/4
DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF
ACTORS THEATRE OF INDIANA INC.
Profit and Loss - PRELIMINARY
August 2020 - July 2021
TOTAI
oouu ausmess expenses -
8670 Organizational (corp) expenses 21,00
TWal 8600 Business expenses 21.00
Unapplied Cash Bill Payment Expense - 300.00
Total Expenses - — - -- _----
333,486.39
NET OPERATINGINCOME - -- ------ — $14636404-
NET INCOME $
146 964 04
Cash Basis Monday, October 18, 2021 10:48 AM GMT-04:00 4/4
DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF
I
I
1
I
I
Form 990 Return of Organization Exempt From Income Tax MeONo. 1545-0047 2019
Rev. January 2020) Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) Departmant
of the Treasury Do not enter social security numbers on this form as it may be made public. Qjjl@ x4+tj3G 4 1InternalRevenueServiceGotowww.irs. ov/Form990 for instructions and the latest information. I€i:5 .9Gtiiil A For
the 2019 calendar vear. or tax vear beginning 08 01 19 andending 07 31 20 B Check if
applicable: C Name of organization D Employer Identification number Address change Actors
Theatre of Indiana, Inc. Doing business as
Name change 20 - 2 5 3 012 4 Number and street (
or P.O. box if mail is not delivered to street address) Room/suite E Telephone number Initial return 510
3rd Avenue SW, Suite D 317-669-1861 Final return/ City
or tow, state or province,country, and ZIP or foreign postal code terminated Carmel IN
46032
c Gross recei ts$ 722,534 Amended return F
Name and
address of principal officer: Application pending His)
Is this a group return for subordinates? Yes x No l Jim Reilly
510 3rd Ave
SW, Suite D H(b) Are all subordinates included? Yes No Carmel IN 46032
If'No; attach a list. (see instructions) I Tax-exempt
status: x 501 c 3 501 c / insert no. 4947 a 1 or 527 J Website: www.
atistacre.org H c) Group exempt ion number K Formoforanization: X
Corporation Trust Association Other L Yearofformahon: 2005 M State oflegal domicile: IN Summary 1 Briefly describe
the
organization's mission or most significant activities: Advance theatre as an
art form by providing creative opportunities and forl.................................................................................................... guidance to artists. d............................................................................................................................................................
2 Check this
box
if the organization discontinued its operations or disposed of more than 25% of its net assets. p 3 Number of
voting members of the governing body (Part VI, line to) 3 12 v 4 Number of
independent voting members of the governing body (Part VI, line tb) 4 12 5 5 Total number
of individuals employed in calendar year 2019 (Part V, line 2a) 5 33 4 6 Total number
of volunteers (estimate if necessary) 6 12 7a Total unrelated business
revenue from Part VIII, column (C), line 12 7a 0 b Net unrelated business
taxable income from Form 990-T, line 39................................................... 7b 0 Prior Year Current Year
512,352 458,158
y 8 Contributions andgrants (Part VIII, line 1h) mm 9 Program service
revenue (Part VIII,line 2g),.... 260,050 256,852 d 10 Investment income (
Part VIII, column (A), lines 3, 4, and 7d) 33 3 0 cc 11 Other revenue (
Part Vlll, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 6,166 6,374 12 Total revenue - add
lines 8through 11(must equal Part VIII, column A, line 12 ............ 778,235 721,384 13 Grants and similar amounts
paid (Part IX, column (A), lines 1-3) ............................. 0 0 14 Benefits paid to
orformembers (Part IX, column (A), line 4) ................................... 326,345 309,818 d
15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) 16a Professional fundraising fees (Part
IX, column (A), line 1le) 0 b Total fundraising expenses Part
IX column D tin 2 2 e 5 6 461 9P ( , 8 4', w17Other
expenses (PartIX, column (A), lines 11a-11d, 11f-24e) 3 8 1,97 9 3 b l l 18 Total expenses. Add lines
13-17 (must equal Part IX, column (A), line 25) .................... I....... 7 0 8 , 32
4
694,329 69,911 27,055. 19
Revenue less expenses. Subtractline18fromline12................ .. ............. og Beginning of Current Year
End of Year 14 5 , 7 7 8
118 ,114 A 20 Total assets (PartX, line 16) a9 21 Total liabilities (Part
X, line 26) 18 5 , 191 13 0 , 9 3 2 3 9 , 413 12 , 3
5 8 d= zLL 22 Net assetsorfundbalances. Subtract line 21 from line 20 .... .... ..........1 Signature Block Under penalties of
perjury, I
declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration
of preparer (other than officer) is based on all information of which preparer has any knowledge. Sign Signature of officer Date
Here Jim Reilly Exec. Dir./
Treasurer Type or print name and
title PnnUrype preparer's name ± Preparers
signature Date Check if PTIN Paid Robert K. Brinkers, CPA
Robert K. Brinkers, CPA 01/21/21 self-employed P00409428 Preparer Firm'sname Alerding CPA
Group Pirm'sEIN/ 35-2043580 Use Only 4181 E 96th
St Ste 180 Firm's address D Indianapolis,
IN 46240 Phone no. 317-569-4181 May the IRS discuss this
return with the preparer shown above? (see instructions) n Yes No For Paperwork Reduction Act Notice,
see the separate instructions. Form 990 (2019) OAA
DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF
i-: x0 1-6 17-
I F
ACTORS THEATRE OF INDIANA
I
BOARD OF TRUSTEES (as of 8/24/21)
DAN MCFEELY - PRESIDENT
OWNER, WRITER, DAN MCFEELY COMMUNICATIONS
CARMEL, IN 46032
317-847-9266(M)
Current term expires on December 31, 2022
danmcfeelvink@email.com
I
MELISSA VOLZ-SMITH - VICE PRESIDENT
CITIZENS STATE BANK
CARMEL, IN 46032
317-550-8868 (M)
Current term expires on December 31, 2022
melvsmithl0@amail.com
MUNIVER SINGH (Nobble) -TREASURER
SMALL BUSINESS OWNER IN NOBLESVILLE
CARMEL, IN 46032
317-513-6044(M)
Current term expires on December 31, 2023
munivsin¢h@sbcalobal.net
KELLI PRADER - SECRETARY
PROJECT MANAGER -CITY OF CARMEL
CARMEL, IN 46032
317-748-3920(H)
Current term expires on December 31, 2022
kelli @the oracle rs.co m
JOHN TERRY
CTG LAW
CARMEL, IN 46032
317-902-1113 (M)
Current term expires on December 31, 2023
iterry@tand¢law.com
DR. JOSEPH FITZGERALD
INDIANA UNIVERSITY HEALTH
INDIANAPOLIS, IN 46202
317-809-0071 (M)
Current term expires on December 31, 2023
ifitzeel@ivauLedu
DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF
JILLZANIKER i-_
THE JEFF ZANIKER MEMORIAL FOUNDATION FOR THE ARTS
CARMEL, IN 46032
317-258-5455(M)
Current term expires on December 31, 2021 -
T -- - -
iillzaniker@hotmail.com
CHRISTINE REPPERT- I -
RETIRED FROM BRIDGESTONE AMERICAS, INC.
INDIANAPOLIS, IN
317-730-1964(M)
Current term expires on December 31, 2021
christinecreopertl7@email.com
RILEY PARR
ATTORNEY'
SHERIDAN,IN 46069
317-519-9640(M)
Current term expires on December 31, 2022
rilevlparr@¢mail.com
LEZLIE M. HEATH
RETIRED TEACHER/COMMUNITY VOLUNTEER
CARMEL, IN 46032
317-443-4628 (M)
Current term expires on December 31, 2022
Lezliemh@vahoo.com
KATHY GUIDER
VICE PRESIDENT, VERACITY IIR
CARMEL, IN 46032
317-366-2325 (M)
Current term expires on December 31, 2022
kathv@veracitviir
j
LEAH MOSLEY
SMALL BUSINESS OWNER
INDIANAPOLIS, IN
317-374-4055 (M)
Current term expires on December 31, 2023
Leahsuemosley@aol.com
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BRIAN FROST
BERKSHIRE HATHAWAY HOMESERVICES
FISHERS, IN T-
317-414-6171 (M)
Current term expires on December 31, 2023 _
brian.frost6@email.com
SAM ARCE'
F.C. TUCKER, CO.
CARMEL, IN —
317-442-5966 (M)
Current term expires on June 30, 2024
sarce@msn.com
JULIE ECKERT
UNITED FIDELITY BANK
CARMEL, IN
812-431-8681 (M)
Current term expires on June 30, 2024
julie.eckert@unitedfidelitv.com
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ATI STAFF DIRECTORY
JIM REILLY
EXECUTIVE DIRECTOR
317-294-3625 (M)
Jreilly@atistaae.ore r
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DON FARRELL
CO-FOUNDER/ARTISTIC DIRECTOR
317-490-7793(M)
dfarrell@atistaee.ora
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JUDY FITZGERALD
CO-FOUNDER/ASSOCIATE ARTISTIC DIRECTOR
317-490-8008(M)
fitzae raid @atista¢e.ore
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CINDY COLLINS
CO-FOUNDER/ASSOCIATE ARTISTIC DIRECTOR
317-331-5931 (M)
ccollins@atistaee.ora
MEG OSBORNE j
MARKETING & DEVELOPMENT DIRECTOR
317-590-7522 (M) I
meg@mezoromo.com
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ELAINE MANCINI I
GRANT WRITER & COORDINATOR
914-419-6402(M)
mancini@toast.net
KATHY BERG
BOOKKEEPER j
317-402-9701 (M)
kbe ra @officema naaementconsultine.com
BRAD OSBORNE
TECHNICAL ADVISOR
317-590-7514 (M)
Brad@BradOsborne.com
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EXHIBIT G
ACTORS THEATRE OF INDIANA
YEAR-END REPORT
2021 ARTS GRANT FROM THE CITY OF CARMEL
In January of 2021, Actors Theatre of Indiana was awarded an arts grant from the City of Carmel
in the amount of $240,000. Listed below is a summarization of the programs that were funded
by this grant and the effect those programs had in the Carmel community.
In an increasingly difficult economic climate for arts organizations, families have many choices
as to how they spend their disposable dollars. Carmel is blessed to have a plethora of arts
organizations, as well as a high school theater department that is second to none in the
country. ATI continues to stand above the crowd with the genius and creativity of our
marketing efforts, including the use of social media. Because of this, in May of 20181 retained
the services of Meg and Associates to handle our entire marketing effort. The results of this
change in our marketing strategy have been remarkable. The decision to retain Meg Osborne
was made possible by using the proceeds from the Carmel Arts Grant. Additionally, we
expanded the role of Meg and Associates in July of 2019 to include all fund raising and
development activities for the AT] organization. If not for the Carmel Arts Grant, our marketing
and development efforts with MEG and Associates would not be at the professional level that
they currently are now.
Because of state and Actors Equity Union restrictions placed on us, we were unable to
present any main stage productions last season. However, due of the Carmel grant, we were
able to continue with our plans to upgrade our production equipment and warehouse
facilities which enabled us to hit the ground running for the 2021/2022 season. Professional
fees for sound design, lighting design, wardrobe design, and scenic design have all been
upgraded and the results can be seen in the overall quality of our productions. We also
continued our strategy of continually upgrading our lighting and sound equipment. We take
our roll as one of Carmel's economic generators at The Center for the Performing Arts very
seriously. When the Covid-19 virus pandemic is finally behind us, we will be poised to resume
normal activity almost immediately.
A very large portion of the 2021 Carmel Arts Grant was used to continue the process of paying
down outstanding debts to those vendors who graciously allow us every year to make minimum
or no payments on our debt until the Grant check arrives. This list of vendors would include
Printing Partners and Current Publishing, along with several other much smaller vendors.
Without their generosity, I doubt if we would have been able to survive. Additionally, to help
get us financially through last year, several board members, along with our Executive Director,
made sizeable loans to the organization. Everyone was repaid thanks to the Carmel Grant.
Because the 2021 Carmel Arts Grant of $240,000 was used almost entirely to eliminate
outstanding debt of the organization, no money from the 2021 Grant is available to be carried
forward to be used in 2022.
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And finally, as I mentioned in Exhibit A, not one dollar of any Carmel Arts Grant has ever been
used to increase the compensation of the three Founders or the Executive Director. However,
you will notice in our 2022 operating budget on Exhibit B, the salary of the Executive Director is
shown at $60,000. Obviously, there is no guarantee that this will occur. This was done in the
hope that the board of Directors will find funding sources to raise overall staff compensation to
realistic levels for the Executive Director as well as the three founders of ATI based on existing
compensation survey data. A $30,000 annual salary, which is what all four ATI employees are
currently being paid, is simply not realistic in today's economic environment.
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