HomeMy WebLinkAboutResolution BPW 01-18-23-04; ($149,520.00);_Booth_Tarkington_Civic_Theatre;_Arts_GrantRESOLUTION NO. BPW 01-18-23-04
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 , 2023.
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\\2023\\Acknowledge ArtsGrantBoothTarkington Civic Theatre.docx1/9/202312:19PM
18th January
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Not Present
1/19/2023
1/19/2023
1/19/2023
OF
1 ,
IlAu
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ARTS GRANT PROGRAM
AGREEMENT
This Grant Agreement (herein referred to as "Agreement") entered into by and between the City
of Cannel (the "City") and Booth Tarkington Civic Theatre (the
Grantee"), is executed pursuant to the terns and conditions set forth herein. In consideration of
those mutual undertakings and covenants, the parties agree as follows:
1. That on behalf of Grantee, a not -for -profit corporation, I, Julia T. Bonnett
an authorized representative of Grantee, have applied for a City of Carmel
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 $ 149,520.00 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); and
2. A budget for the calendar or fiscal year for which the grant is requested
EXHIBIT B); and
3. Certified copies of incorporation as a not -for -profit corporation under state law
EXHIBIT C); and
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); and
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); and
6. A list of the Grantee's board of directors and officers listed (EXHIBIT F); and
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
F)
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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 Cannel
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 prograin 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 teen
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:
Booth Tarkington Civic Theatre ("Grantee")
By:
t / • -` - (
Signature)
Julia T. Bonnett Director of Development & Administration
Printed Name of Officer: Title:
Date: 11 /29/2022
CITY OF CARMEL ("Grantor")
James Brainard, Mayor
Date: 1/3/2023
ATTEST:
fit s• lk% C-
Date: 1/3/2023
If you have any question concerning the City of Carmel's 2023 Arts Grant Program. grant writing. guidelines or application materials, contact:
Sharon Kibbe. City of Cannel, One CNric Square, Carmel, IN 46032. Phone: 317-571-2483. +kibberdicarmd.tn.uo .
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Exhibit "A"
An Application and Description of the Proposed Use of the Grant Funds
APPLICANT:
Name of organization: Booth Tarkington Civic Theatre
Address: 3 Carter Green
Carmel, IN 46032
Telephone: 317-853-6321 Fax:
Contact Person: Julia Bonnett
Email: julia@civietheatre.org
APPLICATION AMOUNT: $ 225-000.00
DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS:
Please see attached narrative.
Additional pages may be added to Exhibit "A")
Signature: J
Printed Na of Officer: Julia T. Bonnett
Title: Director of Development & Administration
Date: 11/29/2022
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BOOTH TARKINGTON CIVIC THEATRE
2023 CITY OF CARMEL GRANT APPLICATION
ORGANIZATION DESCRIPTION
Booth Tarkington Civic Theatre has been a vital part of the Central Indiana community for over 100 years by
providing live entertainment, creative opportunities, and theatre education to residents of all ages and backgrounds.
Civic's programs offer community members opportunities to directly participate on stage, behind the scenes, and in
the classroom with the support of experienced theatre professionals.
By bringing together the best of local and regional theatre professionals with highly talented volunteer talent, Civic is
able to direct its resources into framing each avocational performer with the most up-to-date theatre techniques,
technology, and facilities, effectively minimizing overhead costs while maximizing the participant's experience. These
strategies result in productions of artistic excellence that rival the work presented by fully professional companies.
Each season, Civic serves over 30,000 audience members through live theatrical performances.
Education has been integral to operations since Civic's inception. Civic provides a broad range of performing arts
workshops and classes for students with established professionals as instructors. To provide equal access for all
students, Jr. Civic embraces the needs of at -risk students and implements numerous outreach programs to provide
curriculum for these deserving yet underserved students. Education and outreach programs reach over 20,000
annually.
PRODUCTION
The current plan for the 2023-24 season includes eight productions in the Tarkington and two productions in the
Studio Theater, which will provide opportunities for over 50,000 audience members to attend live theatre. Titles for
the season are still being considered, and final decisions will be finalized in February 2024. Civic has secured the
production rights to THE PROM as the season opening musical next October. The production schedule will follow
Civic's typical season, outlined in the table below.
PRODUCTION DATES SHOWS SEATS
1 Young Artists Program Musical June 2023 4 2,052
2 Mainstage Fall Musical October 2023 10 5,130
3 Children's Holiday Show December 2023 11 5,643
4 Mainstage Holiday Musical December 2023 18 9,234
5 Mainstage Winter Play February 2024 18 9,234
6 Spring Children's Production February 2024 11 5,643
7 Studio Spring Play March 2024 12 2,640
8 Mainstage Spring Musical April/ May 2024 11
9 Jr. Civic Musical June 2024 9
10 Young Artists Program REVUE! June 2024 2
TOTALS 1062
BOOTH TARKINGTON CIVIC THEATRE • 3 CENTER GREEN CARMEL, IN 46032
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EDUCATION & OUTREACH dui
In addition to its mainstage programming, Civic provides exceptional theatre education to over 20,000 community
members through classes, workshops, outreach initiatives, and educational productions. Civic's educational
workshops are unique to Central Indiana in that they are based on skill development rather than product
development. In other words, Jr. Civic students develop essential life skills of communication, teamwork, and
creativity, as they improve and perfect their performance skills. Civic's philosophy is to create a superior performer
through proper technique and intensive study. This approach promotes meaningful and lasting change in the life of
each student, whether they pursue a career in the performing arts or not.
Civic serves Carmel's young residents by producing student matinees of mainstage and children's productions to
appeal to audience members of all ages. Titles for children's productions are selected based on their appeal to
students in grades K-12 and their relationship to current curriculum choices and academic standards. Civic's
education department creates educator resources with ideas for classroom activities and discussion topics relating to
the show's content, all tied to academic standards.
DIVERSITY, EQUITY, INCLUSION, AND ACCESSIBILITY
Civic is dedicated to solidifying its commitment to inclusion, diversity, equity, and access in all facets of operations —
on stage, in the classroom, in the audience, and behind the scenes. As a part of this initiative, a recurring volunteer
performer has been recruited to act as the Diversity Consultant. Having a Diversity Consultant from the black
community on staff has been invaluable in expanding IDEA practices throughout the organization. Because of his
direct influence, Civic was able to appropriately cast its production of THE COLOR PURPLE IN 2022, growing its
volunteer and audience base. Civic is hopeful to continue to develop relationships with additional communities of
color, especially Latinx and Asian communities, with the goal of amplifying their voices and telling their stories.
Furthermore, Civic has secured two new titles for the 2023-24 and 2024-25 seasons that explore LGBTQ+
perspectives with themes of acceptance. While both of these titles are certainly risky amongst a largely conservative
community, it perpetuates Civic's goal of presenting diverse stories and new Broadway musicals. With the success of
other challenging pieces such as TO KILL A MOCKINGBIRD, HAIRSPRAY, THE COLOR PURPLE, and RENT, Civic
is hopeful that audiences will welcome these stories and appreciate their reflections on the human experience.
BOOTH TARKINGTON CIVIC THEATRE • 3 CENTER GREEN CARMEL, IN 46032
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2023 PROPOSED USE OF GRANT FUNDS
In 2023, Booth Tarkington Civic Theatre will use support from the City of Carmel to generate significant economic
activity in the City of Carmel and improve the quality of life for community members through theatre access,
education programs, and outreach initiatives. Grant funds will go directly toward production costs (contracted
personnel, scenery, costumes, lighting, props, sound, etc.) during the 2023 calendar year to generate over
1,800,000 in economic impact for the City of Carmel, as outlined in the tables below.
TITLE DATES EST. EXPENSES OF
BUDGET
GRANT
ALLOCATION
1 THE DIARY OF ANNE FRANK 2/10/23 - 2/25/23 25,000.00 6% 13,489
2 THE CAT IN THE HAT 2/28/23 - 3/9/23 20,000.00 5% 10,791
3 MURDER ON THE ORIENT EXPRESS 3/10/23 - 3/25/23 25,000.00 6% 13,489
4 THE SOUND OF MUSIC 4/28/23 - 5/13/23 82,000.00 20% 44,245
5 NEWSIES, JR. 6/23/23 - 6/28/23 25,000.00 6% 13,489
6 REVUE! 6/27/2023 5,000.00 1% 2,698
7 LEGALLY BLONDE (YAP) 7/27/23 - 7/30/23 35,000.00 8% 18,885
8 THE PROM Oct 2023 75,000.00 18% 40,468
9 Children's Holiday Production Dec 2023 35,000.00 8% 18,885
10 Mainstage Holiday Production Dec 2023 90,000.00 22% 48,561
TOTAL DIRECT EXPENSES 417,000.00 100% 225,000.00
TOTAL PRODUCTION EXPENSES* 1,027,230.00
Includes production estimated direct expenses by show, CPA fees, and overhead production costs (salaries, benefits, scene shop, etc.)
2023 ESTIMATED RETURN ON INVESTMENT
TITLE
GRANT
FUNDS
EST.
PATRONS
ECONOMIC
IMPACT*
CARMEL ROI
1 THE DIARY OF ANNE FRANK 13,489 4,000 242,680.00 229,190.79
2 THE CAT IN THE HAT 10,791 4,000 146,680.00 135,888.63
3 MURDER ON THE ORIENT EXPRESS 13,489 2,000 131,340.00 117,850.79
4 THE SOUND OF MUSIC 44,245 5,000 318,350.00 274,105.40
5 NEWSIES, JR. 13,489 3,000 125,010.00 111,520.79
6 REVUE! 2,698 200 10,734.00 8,036.16
7 LEGALLY BLONDE (YAP) 18,885 1,800 100,206.00 81,321.11
8 THE PROM 40,468 3,500 236,845.00 196,377.37
9 Children's Holiday Production 18,885 4,000 202,680.00 183,795.11
10 Mainstage Holiday Production 48,561 8,000 581,360.00 532,798.85
TOTAL 225,000 35,500 2,095,885 1,870,885
The Arts Council of Indianapolis' 2017 Economic Impact study states that each arts patron spends approximately $30.67 beyond the cost of a
ticket. The Total Economic Impact per audience member is calculated by adding this to each show's average ticket price.
BOOTH TARKINGTON CIVIC THEATRE * 3 CENTER GREEN CARMEL. IN 46032
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BOOTH TARKINGTON CIVIC THEATRE
FY23 BOARD APPROVED BUDGET
INCOME FY23
Ticket Sales 924,887
Sponsorships 80,000
Education & Classes 187,080
Miscellaneous Income 27,500
Total Earned Income 1,219,467
Grants & Contributions 126,000
Individual Gifts 235,000
Fundraising Events 90,000
Government Funding 242,000
Other Contributed Income 0
Total Contributed Income 693,000
In -Kind Revenue 150,900
TOTAL INCOME 2,063,367
EXPENSES FY23
Production Salaries & Payroll Taxes 255,001
Contracted Production Staffing 198,308
Production Material Costs 289,235
Education Expenses 39,500
Total Production Expenses 782,044
Center for the Performing Arts Fees $245,186
Administrative Salaries & Payroll Taxes 397,524
Benefits 70,176
Marketing 108,964
Administrative Expenses 92,740
Travel, Meals, Sponsor Expenses 83,000
Legal & Professional Fees 32,500
Operational Expenses 80,648
Total Operating Expenses 865,552
In -Kind Expenses 150,900
TOTAL EXPENSES 2,043,682
NET OPERATING INCOMEI(LOSS)
Depreciation Expense
NET INCOME/(LOSS)
19,686
17,000
2,686
jV
BOOTH TARKINGTON CIVIC THEATRE • 3 CENTER GREEN CARMEL, IN 46032
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c
A R TIC LE 1
The name of this society -shall be the LITTLE THEATRE
SM IETY OF INDIANA.
A R T I C LE 2
The object of the society is the experimental and reportory
presentation of both approved and untried dramatic works
and the development of the resources of the community in
the creation and interpretation of vital and artistic plays.
A R T I OLE 3
The Hoard of Directors for the first ,year shall consist of
ten and is made up as follows:
Ellen S. Adams
Maude Swift Anthony
George C. Calvert
James A. Harris
T. Victor Keene
ARTICLE 4
Meta Lieber
W. F. McDermott
Robert E. Tracy
Frank S. C. Wicks
Joseph Y. -Weber
Thia society is not for pecuniary profit and incorporation
is sought under the act approved Varch 6, 1889.
Lis
The above signatories personally appeared before me, Daisy
N. Amthor, notary Publics and aoknowledged thoir si tares
to this certificate of incorporation on this f day
of August, 1919.
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i
STATE OF INDIANA
DEPARTMENT OF STATE
OTTO G. FIFIELD, Secretary of State
To All To Whorl These Presents Shall Come, Greeting:
I, OTTo G. FIFIL'LD, Secretary of State of the State of Indiana, hereby certify that the
LITTLE THEATRE 90CIETY OF I?MIANA
a corporation duly organized and existing under the laws of the State of Indiana, has this day
filed in the office of the Secretary of State, a certificate in duplicate, showing an amendment
to the articles of incorporation of said company by ohanging the name of en id
corporation from
LITTLE THE1TR`•-: SnCIFTY OF INDIA`TA
to that of THE CIVIC THEATM OF 111MIAWAPOLIS, INCIO ?PnR4T: D.
And I further certify that said certificate is now of record and oil file in this office.
IN WITNESS WHEREOF, I have herewito set
my ha"d a"d affixed the seal of 1he State u%
bicArr"a, at the City of I»dianapolis, this 24th
day of
June
Otto G."Fifield
By J. 'Hiram .to- ineton
A. D. 19 w9
17—t—r •-! Scat--
Aost • nea-tr
L
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0
A 1929
L1 : ' r'•`-
r -ems •
CERTIFICATE OF AIENDMENT OF
ARTICLE_ I, OF THE ARTICLES_ OF INCORPORATION.
LITTLE THEATRE SOCIM OF INDIANA
BY CHANGE OF NAME ,
THE CIVIC THEATER OF INDIANA-POLIS INCORPORATED
The undersigned, Mortimer Co Furscott, President of the
Little Theatre Society of Indiana, a corporation organized
and existing under "An Act for the incorporation of societies
not for pecuniary profit, defining their powers and providing
for the election of directors, the dissolution or such incor-
porations, distribution of their property, and the changing
of their articles of association, and declaring an emergency",
adopted by the General Assembly of the State of Indiana, ap-
proved March 69 1889, being Chapter LXXIX of the general lags
of the State of Indiana for the year 1889, hereby certifies
that Artiole V of the Code of Rules of said Little Theatre
Society of Indiana provides as follows;
The Articles of Incorporation, Code of Rules
r and Code of By-laws of this Society may be amended
by a three -fourths vote of the full membership of
the Board at any regular meeting of the Board of
Directors, or at a special meeting called for that
purpose, provided written notice of the meeting,
including the nature of the proposed amendment, be
given at least one week in advance of the meeting.
The undersigned further certifies that the Board of Di-
rectors of said Society as at present constituted consists of
nine members, and that at a special meeting of said Board, of
which written notice stating the intention to amend the
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n
n
Articles of Incorporation of said Society so as to change
the name of the Society from "Little Theatre Society of In-
diana" to "The Civic Theater of Indianapolis, Inoorpor aced"
was given at least one week in advance, such meeting having
been held on June ll, 1929, the following resolution was
adopted by a three -fourths vote of the full membership of
said Board of Directors:
RESOLVED, That Article I of the Articles of
Incorporation of this Society be and the same is
hereby amended to read as follows:
Article I.
The name of this Society shall be
The Civic Theater of Indianapolis, In-
corporated.'"
FURTHER RFK=D, That s copy of this resolu-
tion, duly certified by the President of this So-
oiety and under the seal of this Society, be filed
in the office of the Secretary of State cf the
State of Indiana, and recorded in the office of the
Recorder of Marion County, Indiana.
FURTHER RESOLVED, That a copy of such certifi-
cates bearing upon the face thereof the file mark of
the Secretary of State of the State of Indiana, and
the stamp of tha Recorder of Marion County, Indiana,
marked "Exhibit A" , be set forth at the foot of the
minutes of this meeting, together with the certifi-
oate of the Secretary of State attesting to such
filing, his receipt for such filing fee, and the re-
ceipt of the Recorder of Marion County $ Indiana, for
such recording.
WITNESS, the hand of said President and the seal of said
X
Society, this day of June, 1929.
Corporate President of Little Theatre So -
Seal ciety of Indiana, by change of
name The Civic Theater of In-
dianapolis, Incorporated.
2-
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NYU
ARTICLES OF AMENDMENT TO THE ARTICLES
OF INCORPORATION (NONPROFIT)
state F" 4151 (R10 / 1-03) / Corporate Form No. 364-2 (May 1988)
Approved by State Board of Accounts 19N
INSTRUCTIONS: Use 8 1/2"x 11" whiiv paper for attachn*nfs.
Presenl ongbt81 and one copy to address Ih upper rigW comer of this form.
Please TYPE or PRINT
Pkese 1/ts# ouroffrce an the web at www so&in.gov
Indiana Secretary of State
Packet: 194150-009
Filing Date: 07/07/201 1
Effective Date: 07/07/2011
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
TODO PONTA
SECREURY OF STATE
CORPORATIONS DIVISION
E C E i. f Z W. VAM IhingIon St., Rm. E918
cl" O IN 462% i? F' O R..'f T I "r=3 7) 232-0576
11 FEB 14 Nfio 23-17-17-1atseq.
3Q.04
The undersigned officer of the Nonprofit Corporation named in Article I below (trereinafer mferrmd to as the "CorpotabonI desiring to g W9N ce of corporate
action etiectuatingAmendment(s) to the Articles of Incorporation, oertifies the fdbyving facts:
This Corporabon exists purauamt b: fdheclr eppropriale box]
n
The Indiana Not For -Profit Corporation Ad of 1971 (IC 23-7-1.1) as amended
Cl Indiana General Not-For-Profti C orporation Ad {approved March 7, f 93 G L
Indiana Nonprofit Corporation Act of 1991 (IC 23-17-1) as amended
00^
ARTICLE I Amendment(s)
rlaN rnme orpar n
The Booth Tarkington Civic Theatre of Indianapolis f NC•
SECTION 2: Tire date of ar poration ofthe Cogxwaatoon is:
7
SECTION 3: The nerve of 1ha C ationfoliovilnp Ih' amendrmerl to Ire Articles of Incorporafon is:
The Booth Tarkingtfln Civic Theatre lr%c,.
SECTION 4
The exact text of Article(a)_ Artide 1
of theAnklee of I ncorporatbnb nowasbNows.
The name of the corporation is The Booth Tarkington Civic Theatre
Vrrc.
SECTION 5
The data of adoption of the amendment to theArticle(s) 1 —was January 18 _ 2e 10
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ARTICLE U - Manni-r of Adoption and Vote
SEC71CN 1: Action by Board of Dizctcrs
The Board of Directors duly adopted a resolution proposing to amend the Article(s) of Incorporation: (select one)
At a meeting held on January 18 20 10 at which a quorum of such
Board was present.
By written consent executed on _ 20 , and signed by
all members of such Board_
SECTION 2: Action by members
IF APPROVAL OF MEMBERS WAS NOT REQUIRED:
The Amendment(s) were approved by a sufficient vote of the Board of Directors or incorporators and approval of members was not
required.
Yes No
The Amendments) were approved by a person other than the members, and that approval pursuant to Indiana Code 23-17-17-1 was
obtained. Indiana Secretary of State
Yes No packet: '194150-089
Filing bate: 07/0712011
IF APPROVAL OF MEMBERS WAS REQUIRED: Effective Date: 0710'1201'1
TOTAL
MEMBERS OR DELEGATES
ENTITLED TO VOTE AS A CLASS
1 2 3
MEMBERS OR DELEGATES ENTITLED TO VOTE
MEMBERS OR DELEGATES VOTED IN FAVOR
MEMBERS OR DELEGATES VOTED AGAINST
The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal
compliance with the provisions of the Act, the Articles of Incorporation, and the By -Laws of the Corporation.
I hereby verify, subject to penalties of perjury that the facts contained herein are true.
Signature of current Printed name of 0111mr
Jason Boyewsky
TAe of ORke r
Treasurer
DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57
State of Indiana
Office of the Secretary of State
CERTIFICATE OF AMENDMENT
rQT1
THE BOOTH TARKINGTON CIVIC THEATRE OF INDI:ANAPOLIS INC
I, CHARLES P. WHITE, Secretary of State of Indiana, hereby certify that Articles of
Amendment of the above Non -Profit Domestic Corporation have been presented to me at my
office, accompanied by the fees piescribed by law and that the documentation presented
conforms to law as prescribed by the provisions of the Indiana Nonprofit Corporation Act of
1991.
The name following said transaction will be:
THE BOOTH TAR)MiGTON CIVIC THEATRE INC.
Indiana Secretary of State
Packet: '194150-089
Bring Date. 07/0712011
Effective Date: 07/07/201 '1
NOW, THEREFORE, with this document I certify that said transaction will become effective
Thursday, July 07, 2011.
ST'Ar&-"
V
z
jb
In Witness Whereof; I have caused to be
affixed my signature and the seal of the
State of Indiana, at the City of Indianapolis,
July 7, 2011.
CHARLES P. WHITE,
SECRETARY OF STATE
194150-089 / 2011070713077
DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57
L
IDcparnnew of the Treasury
17IIRSI lntrraa7 Ravenue servici
9310
OGDEN UT 84201-0038
BOOTH TARKINGTON CIVIC THEATRE OF
In reply refer to: 0437981551
Feb. 09, 2012 LTR 4168C 0
35-0230360 000000 00
00032627
BODC: TE
INDIANAPOLIS INC
ROBERT SORBERA RECEIVED FEB 13 2017
3 CENTER GREEN SUITE 200
CARMEL IN 46032
Employer Identification Number: 35-0230360
Person to Contact: EO ACCOUNTS
Toll Free Telephone Number: 1-877-829-5500
Dear Taxpayer:
This is in response to your Jan. 31, 2012, request for information
regarding your tax-exempt status.
Our records indicate that you were recognized as exempt under
section 501(c)(3) of the Internal Revenue Code in a determination
letter issued in May 1953.
Our records also indicate that you are not a private foundation within
the meaning of section 509(a) of the Code because you are described in
section(s) 509(a)(1) and 170(b)(1)(A)(vi).
Donors may deduct contributions to you as provided in section 170 of
the Code. Bequests, legacies, devises, transfers, or gifts to you or
for your use are deductible for Federal estate and gift tax purposes
if they meet the applicable provisions of sections 2055, 2106, and
2522 of the Code.
Please refer to our website www.irs.gov/eo for information regarding
filing requirements. Specifically, section 6033(]) of the Code
provides that failure to file an annual information return for three
consecutive years results in revocation of tax-exempt status as of
the filing due date of the third return for organizations required to
file. We will publish a list of organizations whose tax-exempt
status was revoked under section 6033(j) of the Code on our website
beginning in early 2011.
DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57
00 + TT O. porgy aunt of L4e Treasury
i R S 22 v ernaI Revenue Service
OGD£N UT 94201-0038
019310.937256.0087.002 1 ME 0.404 536
BOOTH TARKINGTON CIVIC THEATRE OF
INDIANAPOLIS INC
ROBERT SORBERA
3 CENTER GREEN SUITE 200
CARMEL IN 46032
L9310
CUT OUT AND RETURN THE VOUCHER AT THE BOTTOM OF THIS PAGE IF YOU ARE MAKING A PAYMENT,
EVEN IF YOU ALSO HAVE AN INQUIRY.
The IRS address must appear in the window
0437981551
BODCD-TE
INTERNAL REVENUE SERVICE
OGDEN UT 84201-0038
Ifill Kill 1111111111111111111111111111II1,1111«11111 Use
for payments Letter
Number: LTR4168C Letter
Date 2012-02-09 Tax
Period 000000 IpflA
IIIRdII I 350230360*
BOOTH
TARKINGTON CIVIC THEATRE OF INDIANAPOLIS
INC ROBERT
SORBERA 3
CENTER GREEN SUITE 200 CARMEL
IN 46032 3SO2303LO
NJ BOOT 00 2 000000 L70 00000000000
DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57
STATE OF INDIANA
SS:
COUNTY OF
I Julia T. Bonnett
of Booth Tarkington Civic Theatre
an authorized representative
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 $ 2,690,680.00
051AJ,'t
ignature
Printed Name Julia T. Bonnett
Subscribed and sworn to before me, the undersigned Notary Public, this 2 - day of
N CI 1 e0i der 2021
SEAL]
Adam P Ruberry
Notary Public - Seal
State of Indiana
Hamilton County
My Commission Expires 11/24/2025
Commission No. NP0730154
Signature - Notary Public
Printed Name vim. F,
Resident of Nam 1 }04 County, Indiana
My Commission Expires: I 1 /2-/A &-C-
0
DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57
Booth Tarldngton Civic Theatre
Consolidated Statement of Financial Position
As of Oct 31, 2022
Preliminary
31-Oct
2022
ASSETS
Current Assets
Cash and cash equivalents $ 405,875
Pledges receivable Current 134,613
Security deposits 1,000
Due From Other Funds -
Miscellaneous Production Rental Income 41,328
Total current assets 582,816
Fixed Assets
Furnishings & equip 281,263
Less accumulated depreciation (175,536)
Net fixed assets 105,727
Pledges receivable LT -
Pledges receivable Discount LT -
TOTAL ASSETS $ 688,543
LIABILITIES AND NET ASSETS
Liabilities
Current Liabilities
Accounts payable $ 27,525
Due to Other Funds -
Accrued expenses 11,910
Deferred revenue 12,151
Other Current Liabilities -
Total current liabilities 51,586
Loan Payable 149,620
TOTAL LIABILITIES 201,206
Net assets 487,337
TOTAL LIABILITIES AND NET ASSETS $ 688,543
For management use only — no assurance is provided on these financial statements. - 11/16/22
DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57
Booth Tarldngton Civic Theatre
Consolidated Statement of Revenue, Expenses, and Net Assets
As of Oct 31, 2022
Preliminary
INCOME
Production Revenue
Support and Other Income
TOTAL INCOME
Miscellaneous Production Rental Income
EXPENSES
Production Expenses
Operating Expenses
Other Expenses (Deer)
TOTAL EXPENSES
In -Kind Revenue
In -Kind Expenses
Change in Net Assets
NET ASSETS AT
BEGINNING OF YEAR
NET ASSETS AT
YEAR TO DATE
Actual Budget Variance
FY23
Total Budget
311,113 $ 304,609 $ 6,505 $ 1,219,468
99,169 186,329 (87,160) 693,000
410,282 4 ) ,4
300,669 287,573 13,096 1,027,230
265,278 264,301 977 863,057
7,328 6,500 828 19,500
573,275 558,374 14,901 1, 909,
5
621,028 621,028 621,028
END OF PERIOD $ 458,035 $ 553,592 $ 623,714
For management use only — no assurance is provided on these financial statements.-11/16/22
DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57
EXTENDED TO MAY 16, 2022
Form 990
Department of the Treasury
Internal Revenue Service
Return of Organization Exempt From Income Tax
Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private founciat
Do not enter social security numbers on this form as it may be made public.
Go to www.irs.goy/Form990 for instructions and the latest information.
OMB No. 1545-0047
Open to Public
Inspection
A For the 2020 calendar year, or tax year beginning JUL 1 , 2 0 2 0 and ending JUN 30, 2 0 21
B Check if C Name of organization D Employer identification number
applicable:
C-hm'ges THE BOOTH TARKINGTON CIVIC THEATRE,
change Doing business as
OInluairen; Number and street (or P.O. box if mail is not delivered to street address)
eturn/ 3 CARTER GREEN
atedfflCity or town, state or province, country, and ZIP or foreign postal code return
CARMEL , IN 46032 t'
on°ra F Name and address of principal ofBcer:01CHAEL LASLEY pending
SAME AS C ABOVE INC.
35-
0230360 Room/
suite E Telephone number 317-
843-3800 G
Gross receipts $ 1,076,281. H(
a) Is this a group return for
subordinates? =Yes 0 No H(
b) Are all subordinates included?=Yes = No Tax-
exempt states: 501(c)(3) 501(c) ( (insert no.) 4947(a)(i) or 527 If "No," attach a list. See instructions d
Website: WWW . CIVICTHEATRE . ORG H(c) Group exemption number K
Form of organization; M Corporation Trust Association Other L Year of formation: 1914 M State of legal domicile: TN Part
1 I Summary m
1 Briefly describe the organization's mission or most significant activities: TO FOSTER A LOVE OF THEATRE THROUGH
IMAGINATION, EDUCATION, AND PARTICIPATION. E
2 Check this box LJ if the organization discontinued its operations or disposed of more than 25% of its net assets. m
0
3 Number of voting members of the governing body (Part VI, line 1 a) ...... ......... .... 3 33 32
0Cd
4 Number of independent voting members of the governing body (Part VI, line 1 b) _ .. _- _-. 4 49
5Totalnumberofindividualsemployedincalendaryear2020 (Part V, line 2a) . - 5 521
6Totalnumberofvolunteers (estimate if necessary) .... .......... ... 6 0.
a7aTotalunrelatedbusinessrevenuefromPartVIII, column (C), line 12 7a 0.
bNetunrelatedbusinesstaxableincomefromForm990-T, Part I, line 11..................................................... 7b Prior
Year Current Year m
8 Contributions and grants (Part VIII, line 1 h) 673,927. 861,804. 9
Program service revenue (Part VIII, line 2g) ..... . ............. 813,606. 149,355. 479.
600. 10Investmentincome (Part VIII, column (A), lines 3, 4, and 7d) -- - 11
Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 1 Oc, and 11 e) 31,086. 25,489. 12
Total revenue - add lines 8 through 11 (must equal Part VIII, column (A), line 12) .. 1,519,098. 1,037,248. 13
Grants and similar amounts paid (Part IX, column (A), lines 1-3) 0. 0 14
Benefits paid to or for members (Part IX, column (A), line 4) . . ... . ...... . .... ... 0. 0. aa)
15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) 651,361. 636,206. 0. 0.
16a Professionalfundraisingfees (Part IX, column (A), line 11 e) - . CL x
bTotal fundraising expenses (Part IX, column (D), line 25) 0, 18,959. 867,478.
491,274. w 17Otherexpenses (Part IX, column (A), lines 11 a-11 d, 11 f-24e) 18 Total
expenses. Add lines 13-17 (must equal Part IX, column (A), line 25) _....... 1 , 518,839. 1,127,480. 19 Revenue
less expenses. Subtract line 18 from line 12 .......................... 259. 9 0 , 2 3 2 Beginning of
Current Year End of Year NR 20
Total assets (Part X, line 16) ......... ....... .. ........... „ ... __ ._ .... 614, 899 . 393,165 . 615 , 9
5 5 . 4 8 5 , 0 9 7 - 21 Totalliabilities (Part X, line 26) ............................. „_ ............ .... .. ZE 22
Net
assets or fund balances. Subtract line 21 from line 20 ...... .............................. 1 , 0 5 6 . 91, 9 3 2 . l Hart
II I btgnature LROCK 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 (older than officer) is based on all information of which preparer has any knowledge. Sign ignature
o o fcer Date Here MICHAEL
LASLEY, EXECUTIVE ARTISTIC DIRECTOR ype or
print name and title Print/Type
preparer's name Preparer's signature ate check U I IN Paid 3L
I ZABETH M . BELCHER , CPAJELIZABETH M . BELCHE 0 2 / 15 / 2 2 self-employed P01227829 Preparer Firm'
s name SPONSEL CPA GROUP, LLC Firm's EIN 2 7 -- 0 8 519 8 3 Use Only
Firm'saddress 251 N. ILLINOIS ST. STE 450 INDIANAPOLIS, IN
46204 Phoneno.( 317 ) 608-6699 May the
IRS discuss this return with the sparer shown above? See instructions ....... ... ................. LIJ Yes No 032001 12-
23-20 LHA For Paperwork Reduction Act Notice, see the separate instructions. Form 990 (2020)
DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57
BOOTH TARKINGTON CIVIC THEATRE
2022/23 BOARD OF TRUSTEES
Executive Officers
Todd C. Lady, Chair
Taft Stettinius & Hollister LLP
Stephanie C. Kim, Immediate Past Chair
Telamon
Joshua K. Malarsky, Chair -Elect
Katz, Sapper & Miller
Scott S. Luc, Treasurer
Merrill Lynch Wealth Management
Ellen R. Rogers, Secretary
Independent Community Relations Contractor
Trustees
Jay H. Black
Voice Over Actor
Kristen D. Boice
Pathways to Healing Counseling, LLC
Mary C. Bowman
Freelance Musician & Educator
Melissa Cohen
Congregation Beth -El Zedeck
Patrick A. Drewry
Drewry Simmons Vomehm
Adrianne Epstein
Carmel Travel Company
Bruce E. Heslin
St. Vincent Medical Group
Sydnie Johnson
Engaging Solutions, LLC
Jeanine Kerridge
Barnes & Thornburg, LLP
Mo Merhoff
OneZone (Retired)
John O'Brien
Frith Third Insurance
Michelle Pheffer
Light Bound
Ilissa E. Rassner
Eli Lilly and Company
Kristen Robertson
The Worth Collection, LTD
Munjot Sahu
Eli Lilly & Company
F
Brian Smiler
Roche Diagnostics Operations, Inc.
Ann M. Soards
Community Volunteer
Christina Sparks
Amazon.com
J. Keith Stucker
JKS Investment Group
Laurie Tanselle
CFP and Community Volunteer
Justin M. Verbeten
BKD, LLP
Honorary Trustees
Donald E. Knebel, Chair Emeritus
Barnes & Thornburg, LLP
Katherine B. Appel
Community Volunteer
Thomas W. Beeler
Community Volunteer
Jason R. Boyewsky
The National Bank of Indianapolis, Retired
D. Peter Dunbar
KeyBank
Jeffrey E. Good
Milestone Financial Advisors
Connie R. Horwitz
Indianapolis Power & Light Co., Retired
Charlie Morgan
EMMIS Communications
Katharine Mothershead-Kruse
Mothershead Foundation
Hilary Stout Salatich
Community Volunteer
Carolyn M. Schaefer Gray
CMS Investments
Charles P. Sutphin
Netherleigh Enterprises, LLC
Lynn C. Tyler
Barnes & Thornburg, LLP
Lynn C. Wilson
Crosby Wilson Consulting
D
BOOTH TARKINGTON CIVIC THEATRE • 3 CENTER GREEN CARMEL, IN 46032
DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57
BOOTH TARKINGTON CIVIC THEATRE
2022 CITY OF CARMEL GRANT REPORT
November 30, 2022
2022 IN REVIEW
2022 marked a transitional year from the depths of the pandemic to resurfacing and returning to typical production.
Civic has produced seven shows thus far including THE 39 STEPS, WAIT UNTIL DARK, MATILDA THE MUSICAL,
REVUE!, THE LITTLE MERMAID, JR., 42ND STREET, and RENT. The final production of 2022, A CHRISTMAS
STORY THE MUSICAL, opens on December 2.
The beginning of 2022 was fraught with the rise of COVID variants, prompting the postponement of THE DIARY OF
ANNE FRANK (replaced with THE 39 STEPS), the cancellation of Winter Session I classes (January), and the
cancellation of THE CAT IN THE HAT (February). Over the winter, six out of thirteen permanent staff members
contracted COVID despite being fully vaccinated and boosted. In the spring, the second weekend of MATILDA THE
MUSICAL was cancelled due to a COVID outbreak in the cast, resulting in a loss of at least $25,000 in revenue.
Beyond cancellations and staff absences, the psychological impact on staff motivation continues to afflict the
organization. In September, the Center for the Performing Arts implemented safety protocols that included masking
requirements as well as required poof of vaccination or a negative test before entering the theaters. This decision
caused tension among patrons and the Carmel community, requiring a revised communications strategy and
specialized customer service. The staff has been faced with unprecedented and demoralizing decision making,
intense criticism from patrons regarding safety measures, a constant demand to adapt and learn new skills, and the
whiplash of returning to full production under a cloud of uncertainty. Staff members have been operating in crisis
mode and the transition "back to normal" has been challenging. The organization is tasked with addressing the
aftereffects of these challenges in order to cultivate a healthy culture moving forward.
Over the summer, Civic's fate began to shift. Civic produced three educational productions (REVUE!, LITTLE
MERMAID, JR., and 42ND STREET) and hosted several rounds of summer camps for children ages six to fourteen.
Most notably, Civic Theatre produced its annual cabaret for high school students, REVUE!. The structure of this
project allows students to write their own stories and experiences to share with audiences over two intimate
performances. This year's cast was made up of twelve high school students, several of whom identify as transgender
or nonbinary, and the show revolved around the realities of being a teenager today through the lenses of social
media, dating, bullying, and family. It was an honest representation of the teenage experience and the hardships felt
at this time in history. This program has flourished since its inception in 2017, with this production being the most
heartfelt and impactful yet.
This season's heartaches were soothed, and artistic successes amplified by the financial stability established over
the past year. Strategies implemented before and during this height of the pandemic have put Civic in a better
economic position than ever before, providing an opportunity to reimagine daily operations and better plan for the
long-term future. Civic has a significant amount of cash on hand, relieving the organization from the financial stress of
survival -mode it has been under for the past seven years. It is the beginning of a new chapter for the theatre, built on
a solid foundation.
BOOTH TARKINGTON CIVIC THEATRE - 3 CENTER GREEN CARMEL, IN 46032
DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57
V
USE OF GRANT FUNDS & COMMUNITY IMPACT
During the 2022 calendar year, Civic Theatre is proud to have produced eight opportunities for audience members to
experience the joy of live theatre. With an estimated audience of 21,813 patrons, Civic is proud of the strides it has
made during this challenging time to adapt its business model to serve the community and accomplish its mission.
During the 2021-22 season, Civic welcomed audience members and students from 60 counties across the state.
52% of patrons amved from Hamilton County, 26% from Marion County, 8% from Boone County, 8% from other
Central Indiana counties, and 6% from outside of Central Indiana. 13,323 patrons were new to Civic Theatre, with
41 % arriving from Hamilton County, 23% from Marion County, 7% from Boone County, 10% from other Central
Indiana counties, and 19% from outside of Central Indiana.
Funding from the City of Carmel Arts Grant has been used to offset expenses associated with these productions
such as production staff salaries, contract production staff wages, scene shop expenses, costuming, lighting, sound,
royalties, props, and special effects. A breakdown of expenses by show and Carmel's Return on Investment are
outlined in the table below:
TITLE 10IRE >T aP FUNDS APPLIED AUDIENCE. I ECONOMIC IMPACT CITY ROI
THE 39 STEPS 21,585 9,090 1,400 84,938 75,848
WAIT UNTIL DARK 32,932 13,869 1,022 62,005 48,136
MATILDA THE MUSICAL 108,680 45,769 3,007 182,435 j $ 136,666
THE LITTLE MERMAID, JR. 29,679 12,499 2,978 180,675 168,176
REVUE! 3,945 1,661 251 15,228 13,567
42ND STREET (YAP) 44,580 18,774 1,648 99,984 81,210
RENT 90,053 37,924 3,507 212,770 174,845
A CHRISTMAS STORY 112,350
443,805
47,314
186,900
8,000
21,813
485,360 $ 438'046
1,323,395 $1,136,495TOTAL
LOOKING FORWARD
Civic Theatre is infinitely grateful to the City of Carmel for being a champion of the arts, making it possible for Civic to
provide theatrical opportunities for its community. The arts are an indispensable tool for reflection and can aid in the
process of acknowledging and addressing life's heartbreaks while celebrating what it means to be alive. Civic is
proud to be a part of this process in the Carmel community and looks forward to connecting with audiences from the
Tarkington stage.
BOOTH TARKINGTON CIVIC THEATRE • 3 CENTER GREEN CARMEL, IN 46032
DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57