214892 11/28/2012 CITY OF CARMEL, INDIANA VENDOR: 357402 Page 1 of 1
ONE CIVIC SQUARE ACTORS THEATER OF INDIANA CHECK AMOUNT: $55,000.00
CARMEL, INDIANA 46032 KIRBY OFFICE SUITES#207
160 W CARMEL DRIVE CHECK NUMBER: 214892
CARMEL IN 46032
CHECK DATE: 11/28/2012
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
504 4355101 55, 000. 00 2012 SUPPORT
f
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0
ARTS GRA NT PR®G M
AGREEMENT
This Grant Agreement (herein referred to as "Agreement" entered into by and between The City
of Carmel (the City) and WcwRS !MEi¢T2E o f /NO"7(the Grantee), is executed pursuant to the
terms and conditions set forth herein. In consideration of those mutual undertakings and
covenants, the parties agree as follows:
1. That on behalf of Grantee, a not-for-profit corporation, I,
J P,MQZ /I . R.L-: i L-L-y , an authorized representative of Grantee, am
applying for a City of Carmel ("Grantor") Arts Grant.
2. Purpose of this Grant Agreement. The of this Agreement is to enable the
City to award a grant of 44�-11 Dollars n 2 Cents ($XXX,XXX,XXX) 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.
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.
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. A 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 (EXHIBIT E);
6. A list of the Grantee's board of directors and officers listed (EXHIBIT F).
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.
7. Year end review. Grantee agrees to provide the City of Carmel a year-end report for
each year, describing how the grant was used and the impact of the dollars received.
This 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. If the Grant
amount is in excess of sixty thousand dollars ($60,000.00), the Grantee agrees to
provide, at Grantee's cost, a review or audit of the grantee. Said review or audit shall
be performed by a Certified Public Accountant ("CPA") who 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.
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8. 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 Grantee
with the graphics/logos necessary for compliance.
9. Statutory Authority of Grantee. The Grantee expressly represents and warrants to
the State 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.
10. 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 or Federal law.
11. 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 22-5-1-7.3. The Grantee agrees
to provide documentation to the City that he/she/it has enrolled and is participating in
the E-Verify program. Additionally, the Grantee is not required to participate if the
Grantee is self employed and does not employ any employees.
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.
12. 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.
13. Relationship of Parties. The relationship of the parties hereto shall be as provided
for in this Agreement, and neither Grantee nor any of its 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.
14. 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
3
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.
15. 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,J `Grantee")
B :
Pr d Name of Officer •i jtV Title: �! ,Q a -1V
Date: y Z
fl
CI'T'Y OF CARMEL ("Grantor")
By:
James Brainard, Mayor
Date:
ATTEST:
Date: 11 Z
If you have any question concerning the City of Carmel's 2012 Arts Grant Program,grant writing,guidelines or application materials,contact:
Sharon Kibbe,City of Carmel,One Civic Square,Carmel,IN 46032,Phone:317-571-2483,skibbe(acannel.in.gov.
4
EXHIBIT A
( A -FHENFRE
INMANA
Mission Vision Statements
Actors Theatre Of Indiana celebrates the power of theatre and contributes to life in Central
Indiana by offering high quality professional theatre performances and programs that engage,
inspire, educate, and entertain.
Actors Theatre of Indiana (ATI) dedicates itself to the re-alignment of the rind, the resurrection of the
heart and the expression of the soul through a theatre experience like no other in Indiana. It
accomplishes its mission by advancing theatre as a Broadway caliber artform and sharing its
expertise through its community works for audiences of all ages in Central Indiana.
VISION—Actors Theatre of Indiana aspires to be Indiana's premier family theatre for musical
entertainment and be a major contributor to the economic and cultural vitality of Central
Indiana. Building upon a foundation of significant professional credentials based in Carmel's
Center for Performing Arts, ATI will accomplish this goal through the performance of highly
acclaimed productions, as well as innovative community works. ATI visualizes reaching
audiences of all ages and socio-economic backgrounds.
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Carmel Performing Arts Center and Actors Theatre of Indiana
The City of Carmel's Website documents the approval of The Center for the Performing
Arts by the Carmel City Council in 2005. Simultaneously, the Carmel Arts and Design District
was formalized. It was at this time, that Mayor James Brainard made the connection with Don
Farrell, Judy Fitzgerald and Cynthia Collins the founders of Actors Theatre of Indiana (ATI) to
become a resident company within The Center for the-Performing Arts. Their history as actors,
directors and artistic talent can be found in the Programs Section of-this document. However,
their performance roots came directly from New York City making the decision to include them
in the mix of talent at the Center, and the Carmel Arts and Design District, one that could help
to elevate the Center's stature from the start. Since that time, ATI has worked to build a patron
base worthy of being called the Resident Professional Theatre at The Center for the Performing
Arts and they have accomplished that.
ATI's Road to the Center for Performing Arts
Arriving in Indianapolis in 2005, ATI had a long road ahead before locating in Carmel's
Performing Art Center in 2011. Establishing themselves as a 501(c)3 tax-exempt organization
early in their Central Indiana history, they set out to not only entertain with first-rate theatre
productions, but to seek out charitable ways in which they could share their theatrical talents.
The three founding members, along with some help from friends in the community, began to
build their board of directors and their governance structure, set up basic communications
systems, develop partnerships and programs and seek funding from their audiences and
sponsors. Until 2011, their performance stage has been in a variety of settings throughout
Marion, Boone and Hamilton Counties, as well as on the road for businesses and non-profits.
Entertaining Their Audiences
Since 2005, Actors Theatre of Indiana (ATI) has provided their audiences with six seasons of
high powered productions that include Chicago, MY WAY.A Musical Tribute to Frank Sinatra
and COLE: The Words& Music of Cole Porter, as well as world theatre premieres such as A
Rosie Evening (Rosemary Clooney story) and BROADWAY BRASS: The Great Ladies of
Broadway. All three of ATI's co-founders, Cynthia Collins, Don Farrell and Judy Fitzgerald are
New York City professionally trained actors, directors and choreographers. With 74 years of
combined professional experience gained in New York City and other venues across the
country, they attract world renowned theatre talent to the Central Indiana area.
During their first season at The Center for the Performing Arts in Carmel, ATI has attracted
patrons from 37 counties in Indiana on a regular basis. In addition, 3% of their attendees come
from out of state, with one season subscriber coming from St. Louis. So, as ATI brings in high
caliber talent and works to raise the bar for musical theatre in Central Indiana, it also elevates
the visibility of Carmel and The Center for the Performing Arts within the arts and cultural
community. And--all of this is being done with the energy and effort of the original three
founders.
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Educational Outreach
Providing study guides for teachers in 266 schools and reaching young children through their
annual production of A Year with Frog and Toad, ATI put itself on the map with highly
acclaimed media reviews and an audience of over 30,000 school-aged children and their
families. Each child was given the chance to learn life lessons watching the two "Felix and
Oscar-type" characters learn about friendship and rejoice in the attributes that make each of
them different and special. This program's popularity and appropriateness has encouraged the
ATI staff to reach out to more and more schools each year offering the A Year with Frog and
Toad creative experience.
Building character and self-esteem through the arts has continued with ATI's work with the
Indianapolis Indians. With this program, ATI designed a presentation in 2009, specifically for the
Indians' mascot, Rowdie. Its emphases—addressing physical fitness and nutrition for children.
Out of the partnership, a musical program called "Rowdie's Home Run for Health" was born.
This ongoing program appears to have struck a chord among children and families on the health
front, since over 20,000 elementary students and their families have been exposed to the
program. This ATI/Indianapolis Indians partnership is a continued illustration of ATI living out
its vision.
Other venues in which ATI has provided their services to assist in stimulating community
involvement and education include a variety of events in Marion, Boone and Hamilton counties.
Examples include programs for Riley Hospital for Children, The City of Carmel, and the
Indianapolis Marion County Public Library providing free content for their "See a Story" and
"Call a Story." In addition, ATI focused on disabled children and adults with specifically
designed art therapy workshops for Noble of Indiana and DAMAR Academy.
ATI's educational and outreach programs have been recognized by nationwide peer reviews,
resulting in two awards in 2011 from highly competitive grant programs within the Indiana Arts
Commission and the National Endowment for the Arts.
Supporting the Greatest Generation
One other avenue explored by ATI founders involves an issue that is at the top of our
national agenda today—support of our troops and veterans. They created and performed a
1940's era radio show, COMMAND PERFORMANCE USA. The show was geared towards the
education of adults, as well as children through re-enactment and performance. Planes, tanks,
M.A.S.H. Units and vintage vehicles were brought in to help the audiences understand the
importance of honoring and preserving the memory and sacrifices of WWII veterans.
ATI believes that one of the goals of theatre is to provide audiences with an inward way to
express feelings that are not easily verbalized. This is often the case for our war veterans. So,
ATI became their voice as evidenced through the Victory Day's effort.
3
Workshops, Creative Programming and Championing University Scholarship
ATI staff also believes expression through theatre is important to many students. That is
why it has been paramount to the ATI mission to provide instruction and opportunities within
the professional theatre scene to young people of all ages.
Examples of the ATI/student connection include:
• A Summer Intensive Educational Workshop—where young performers ages 13 to 18
are invited for one week to work closely with professional actors, directors,
choreographers and designers challenging them to achieve their highest potential in a
nurturing setting. In addition to the training, those involved have the rare opportunity
to be involved in two Master Classes with seasoned professionals from Los Angeles and
New York.
• Anderson University Theatre Arts Department—Design of "Performance Practices:
Audition Techniques" and Opera Workshop
• University of Cincinnati, College— Conservatory of Music—Graduating Seniors-
Master's Class
• Scholarship Competition Adjudicator for the National Society of Arts and Letters (NSAL)
for the Music Theatre Competition for Indiana University, Bloomington
• Music Theatre Boot Camp—One week program for The Second Story Playhouse
offering essentials of music theatre, acting, singing and dancing for students' ages 11
and 12. All culminating in a final performance of legitimate musical pieces showcasing
each student's work.
Promoting Theatre Arts in Central Indiana
Finally, ATI could be defined as Central Indiana's "performing arts" ambassadors. The
Carmel Arts and Design district benefits directly from the size and portability of their skills. This
is evidenced by performances at:
• CarmelFest
• Carmel International Arts Festival
• Annual Veteran's Day Ceremony
• Holidays in the Arts & Design District
• Michael Feinstein Foundation's Opening of the Great American Songbook collection
• The Dedication of the Richard Whiting piano at The Center for the Performing Arts
• Penrod
• Various Rotary Clubs
• Various Kiwanis Clubs
• Various Lion's Clubs
• McHale Performing Arts Center, Logansport IN
• Centennial Days in Westfield
• Indiana Historical Society
• The Athenaeum
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• The Pike Performing Arts Center
• Indianapolis Children's Museum
• The Zionsville Performing Arts Center
• The Indianapolis Indians
• Beck's Hybrids
• Indiana Railroad Company
• The Contemporary Club
• The Logansport Arts Council
• Indianapolis Public Broadcasting
• The City of Indianapolis
• The Indianapolis Library
• Justus Trust Properties
• Colonial Dames (NSCDA)
• Eli Lilly and Company
• Oogles and Googles
• The Riley Hospital for Children
• The Indianapolis Philharmonic Orchestra
• Broad Ripple Art Fair
• Super Bowl Welcoming Performance at Indianapolis International Airport
All of these workshops, educational outreach and creative programming bring visibility to and
acclaim for the City of Carmel through its ambassadors the Actors Theatre of Indiana, Hamilton
County's only professional theatre.
Actors Theatre of Indiana (ATI) is unique in the Central Indiana theatre scene: we are the only
Equity Theatre in Hamilton County and the only professional Theatre at The Center for the
Performing Arts.
What is the difference between "Professional Theatre" and "Community Theatre?
Professional theatre, such as Actors Theatre of Indiana, involves theatre companies that are
entirely salaried, including the actors, directors, designers, musicians and stagehands. These
artists have furthered their natural gifts by dedicating themselves to years of study, including
apprenticeships, internships and usually by obtaining under-graduate and post-graduate
degrees in the field. Community theatre productions use volunteer actors and stagehands,
volunteer meaning they are not paid.
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How expensive is it to produce professional theatre? A typical musical production for Actors
Theatre of Indiana being presented at The Center for the Performing Arts costs between
$80,000 (for a small 4 person cast) to $120,000 (for a musical with a cast of 15).
What is Actors' Equity Association (AEA)? Actors' Equity is the national union of over 49,000
stage actors and stage managers working in professional theatre and includes Broadway and
off-Broadway. Professional theatre companies that operate on a contract with AEA are
obligated to higher standards within the arts community and adhere to rules and guidelines set
by the union.
What are the added costs to hiring professional talent? Actors Theatre of Indiana is obligated
through its agreement with AEA to pay towards its union actors and stage managers pension
and health plan. These added costs are considerable and add, at a minimum, $9,583 to the
production payroll of only two actors and one stage manager. Additionally, professional
theatre companies pay higher royalties to the licensing houses to present productions which
generally range from 10 to 15% of the gross box office receipts. Community/ amateur theatre
companies only pay a flat fee to present a production.
Actors Theatre of Indiana is an asset to Hamilton County and its tourism industry drawing
visitors with every production!
Patrons who travel to see ATI productions currently come from 37 counties in Indiana.
0 54% come from Hamilton County
a 31%from Marion County
0 3.5%from out of state (including season subscribers!)
a 2.7%from Boone County
As the resident professional theatre company at The Center for the Performing Arts, Actors
Theatre of Indiana is a beneficial partner of the Center and the entire community-at-large by:
® Presenting national caliber productions of important works
® Putting Carmel on the national map as a theatre city with talent from New York, Los
Angeles, Atlanta and Chicago
Providing gainful employment and benefits that allow and encourage outstanding
theatre artists to come to, or remain in, Central Indiana
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• Contributing to the local economy with patrons from across the state and outside
Indiana
• Offering internship, volunteer and workshop opportunities that add to Indiana's theatre
education programs at the high school and college level
• Touring instructional programs to a broad cross section of Indiana's elementary and
middle schools
• Touring fellowship and entertainment programs to Indiana's senior centers and
retirement facilities
Operations
Actors Theatre of Indiana (ATI) has operated its theatre company for the past seven years
with the expertise of its three founders: Don Farrell, Judy Fitzgerald and Cynthia Collins. Prior
to their move to The Center for the Performing Arts, they were producers, actors,
choreographers, bookkeeper, box office, marketing, development, and more.
At the invitation of the Mayor of Carmel, ATI moved to The Center for the Performing Arts in
2011. The move to the Center dramatically increased the expenditures for ATI. Rent during
their 2010-2011 season was $28,000. During their first season in The Center for the Performing
Arts, ATI paid that much rent for one production or a total of over $120,000 for the season.
The founders understand their need for a separate operations staff. As they move forward,
the company visualizes not only a dedicated Executive Director, but marketing and
development staff strengthening their infrastructure and promoting the various aspects of ATI's
multi-dimensional mission. They have been fortunate to recruit two experienced non-profit
professionals to the roles of Executive Director and Director of Development. Both are
currently offering their services pro bono to assist in the growth of the theatre because of their
respect and admiration for the founders and their belief that ATI is an asset to Hamilton County
which should be supported. A bookkeeper has been contracted to professionally manage the
finances of the theatre and ATI recently completed its 2011 audit by Alerding & Co.
Marketing, communications, and promotions are still performed by the founders with hopes
of being able to contract that work out in the coming year. Attendance was at 68% capacity for
the last production, Godspell, and ATI believes patronage will continue to grow with increased
marketing efforts. The theatre had 226 season subscribers for their 2011-2012 season and all
expectations are that number will grow to 500 for the coming season.
With a strong base of support in operations, this unique theatrical company can serve as one
of the unique partners in entertainment and community service for Carmel, Indiana, as well as
in Central Indiana. This will increase their audience base bringing increased patronage to
Hamilton County businesses, as well as notoriety to the Central Indiana area and possibly other
areas of the state.
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Request of the City of Carmel
For this reason, Actors Theatre of Indiana is asking the City of Carmel for a grant of$75,000
for the 2012-2013 season to develop a consistent marketing effort to increase attendance at
performances and cultivate donors, both of which will increase income and visibility for ATI and
for The Center for the Performing Arts.
The funds will be spent as part of the marketing/development budget as follows:
Contract marketing support $25,000
Relationship marketing/social media support 3,575
Printing of season brochure 8,000
Postage for season brochure 2,527
Printing of postcards to announce productions 14,000
($3,500 each x 4 productions)
Postage to mail postcards 6,663
Print media (Current, NUVO, others as determined) 20,000
Direct mail printing/mailing/postage (5,744 X2) 6,500
Purchase of mailing list 1,000
Constant Contact annual fee 840
eTapestry annual fee 2,600
$90,705
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ACTORS THEATRE of INDIANA
2012-13 PROPOSED BUDGET
PROGRAMS G&A
Gypsy-': Xmas:Cabaret Musicalof.Musicals : My.Fair.Lady. `Admiristration Fundraising TOTAL
REVENUE
Individual/Membership Support - - - 75,040.00 75.040.00
Corporate Support - - 24,500.00 24,500.00
Program Advertising 500.00 500.00 500.00 500.00 2,000.00
Foundation Support - - - - 165,950.00 165,950.00
Government Support - 69,000.00 69,000.00
Associations/Organizations -
Special Events - - - - - 64,250 00 64,250.00
Ticket Sales 81;019.50 81,019.50 15,600.00 81,019.50 81,019.50 339.678.00
In-Kind - - - - - 10.000.00 10,000.00
License Fees
Contracted Services Revenue 1,500.00 1.500.00
Interest Income -
Other Earned Income - - - - -.
TOTAL REVENUE 81,519.50 81,519.50 15,600.00 81,519.50 81,519.50 246,450.00 163,790.00 751,918.00
Gypsy Route 66 Xmas:Cabaret Musical of Musicals MyFairLady Administration Fundraising TOTAL
EXPENSE
Salaries&Wages 37.084.00 24,884 00 14,998.00 24,884.00 34,484.00 111.245.00 13,713.10 261,292.10
Benefits&Payroll Taxes 10,467.00 8,141.62 1,147.00 8,112.00 10,268.00 8,510.24 1,049.04 47,694.90
Production Expenses
Contract Workers 21,350.00 20.250.00 13,750 00 18,050.00 16,950.00 90,350.00
Consultants - - - - - 5,000.00 5.000.00
Professional Fees 17,500.00 17,500.00
Program Supplies&Materials 6,10000 5.100.00 1,850.00 5,100.00 6,100.00 24,250.00
Artistic Expenses 4.375.00 5,300.00 2.425.00 5,225.00 4.375.00 21,700.00
Advertising&Marketing 10,000.00 10;000.00 10,000.00 10,000.00 10,000.00 50,000.00
Office Supplies 20000 200.00 200.00 200.00 200.00 2,000.00 3.000.00
Telephone/Fax - - - - - 600.00 60000
Postage&Shipping 25000 250.00 25000 250.00 250.00 250.00 1,500.00
Insurance 5,000.00 5.000.00
Loan Interest 1,650.00 1,650.00
Rent/Occupany 27,994.00 27,994 00 6.125.00 27,994.00 28,094.00 - 118,201.00
Utilities 1.800.00 1,800.00
Equipment Rental/Maintenance 50000 500.00 500.00 500.00 500.00 2,500.00
Graphic Design - - - - - 1,000.00 1,000.00
Printing&Copying 350.00 350.00 350.00 350.00 350.00 8,000.00 9,75000
Credit Card Fees 1,500.00 1,500.00
Subscriptions 500.00 500.00
Travel/Transportation 618.00 618.00 318.00 618.00 618.00 800.00 3,590.00
Professional Development - 10,000.00 10,000.00 10,000.00 10,000.00 2,000.00 42.000.00
Education 20.000.00 20,000.00
Special Events 26.540.00 26,540.00
Contingency/Moving Exp 57000.00 5,000.00
TOTAL EXPENSE 119,288.00 ######### 61,913.00 111,283.00 112,189.00 192,355.24 41,302.14 751,918.00
Net Income(Expense) (37,768.50) (32,068.12) (46,313.00) (29,763.50) (30,669.50) 54,094.76 122,487.86
(0.00)
EXHIBIT B
• - State of indiaria
Office of the Secretary of State
ICERTIFICATE OF INCORPORATION
of
ACTORS THEATRE OF INDIANA,INC.
I,TODD ROKITA,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,TBEREFORE,with this document I certify that said transaction will become effective
Friday,March 18, 2005,
�w In Witness Whereof,I have caused to be
affixed my signature and the seal of the
a•® °•°''°`•`"°"•••°°®•® State of Indiana, at the City of Indianapolis,
•° �Il�. °�° March 18, 2005.
1 ®+
•+ a
e °
°
•
o
a _ +
®® TODD ROKITA,
ova°a
a a SECRETARY OF STATE
gage
2005031800331 2005031862490
ti
�k ' ARTICLES OF INCORPORATION
t � OF
r w� ACTORS THEATRE OF INDIANA, INC.
ts`I� S��pcyy..F�
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 1991
(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 II. 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 of the 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:
(i) By a corporation exempt from Federal income tax
under Section 501(c)(3)of the 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 of the 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 malting 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 shall 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.
Duelos, 5145 N. Pennsylvania Street,Indianapolis,Indiana 46205.
-2-
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).
r
Section 6.2. Nacres 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 of By-Laws of the Corporation and shall,if the By-Laws shall so
k 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 'III
- Incorporator
The naive and post office address of the incorporator of the Corporation are Catherine F.
Duclos, 5145 N.Pennsylvania Street, Indianapolis, Indiana 46205.
-3-
ARTICLE VM
Provisions for the Regulation and
Conduct of the Affairs of the Corporation
Other provisions,consistent with the laws of this 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
believed 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 of directors 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
-4-
members of the Board of Directors 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 of the Corporation,or who
is or was serving at the request of the Corporation as a director,officer,employee or agent of another
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 8.1 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 of the 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 of the 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-
---- ------- -- ----- ----- --__._.._. ......... ......... ..................
a
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 at arm's length and not violative of
the proscriptions of these Articles against the Corporation's use or application of its funds for private
benefit:
Section 8.4. Net Earnings. No part of the 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 investments in such manner as to subject it to tax under Code Section 4944, or corresponding
provisions of any subsequent federal tax laws.
(e) Taxable Expenditures. 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 ofDirectors 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(e)(3) or corresponding
provisions df any subsequent federal tax laws.
-6-
.......... ............. ............... ................. ...........
IN WITNESS WHEREOF,the undersigned hereby execute these Articles of Incorporation as
of thisay of March,2005.
(/
Catherine F.Duclos
606038
-7-
i F
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
P. O. BOX 2508
CINCINNATI, OH 45201
JUN222M Employer Identification Number:
Date: 20-2530124
DLN:
ACTORS THEATRE OF INDIANA INC 17053140022015
C/O DONALD M MEYER Contact Person:
BOSE MCKINNEY & EVANS LLP DOROTHY M LAWRENCE ID4 31450
135 N PENNSYLVANIA ST Contact Telephone Number:
INDIANAPOLIS, IN 46204 (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
Dear Applicant:
We are pleased to inform you that upon review of your application for tax
exempt status we have determined that you are exempt from Federal income tax
under section 501(c) (3) of the Internal Revenue Code. Contributions to you are
deductible under section 170 of the Code. You are also qualified to receive
tax deductible bequests, devises, transfers or gifts under section 2055, 2106
or 2522 of the Code. Because this letter could help resolve any questions
regarding your exempt status, you should keep it in your permanent records.
Organizations exempt under section 501 (c) (3) of the Code are further classified
as either public charities or private foundations. During your advance ruling
period, you will be treated as a public charity. Your advance ruling period
begins with the effective date of your exemption and ends with advance ruling
ending date shown in the heading of the letter.
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
the end of your advance ruling period to return the completed form. We will
then notify you, 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)
-2-
ACTORS THEATRE OF INDIANA INC
We have sent a copy of this letter to your representative as indicated in your
power of attorney.
Sincerely,
.�.
Lois G. Lern4r
Director, Exempt Organizations
Rulings and Agreements
Enclosures: Information for Organizations Exempt Under Section 501(c) (3)
Letter 1045 (DO/CG)
-3-
ACTORS THEATRE OF INDIANA INC
INFORMATION FOR ORGANIZATIONS EXEMPT UNDER SECTION 501(c) (3)
WHERE TO GET FORMS AND HELP
Forms and instructions may be obtained by calling toll free 1-800-829-3676,
through the Internet Web Site at www.irs.gov, and also at local tax assistance
centers.
Additional information about any topic discussed below may be obtained through
our customer service function by calling toll free 1-877-829-5500 between
8:30 a.m. - 5:30 p.m. Eastern time.
NOTIFY US ON THESE MATTERS
If you change your name, address, purposes, operations or sources of financial
support, please inform our TE/GE Customer Account Services Office at the
following address: Internal Revenue Service, P.O. Box 2508, Cincinnati, Ohio
45201. If you amend your organizational document or by-laws, or dissolve your
organization, provide the Customer Account Services Office with a copy of the
amended documents. Please use your employer identification number on all
returns you file and in all correspondence with the Internal Revenue Service.
FILING REQUIREMENTS
In your exemption letter we indicated whether you must file Form 990, Return of
Organization Exempt From Income Tax. Form 990 (or Form 990-EZ) is filed with
the Ogden Submission Processing Center, Ogden UT 84201-0027 .
You are required to file a Form 990 only if your gross receipts are normally
more than $25,000.
If your gross receipts are normally between $25, 000 and $100,000, and your
total assets are less than $250,000, you may file Form 990-EZ. If your gross
receipts are over $100,000, or your total assets are over $250,000, you must
file the complete Form 990. The Form 990 instructions show how to compute your
"normal" receipts.
Form 990 Schedule A is required for both Form 990 and Form 990-EZ.
If a return is required, it must be filed by the 15th day of the fifth month
after the end of your annual accounting period. There are penalties for
failing to timely file a complete return. For additional information on
penalties, see Form 990 instructions or call our toll free number.
If your receipts are below $25, 000, and we send you a Form 990 Package, follow
the instructions in the package on how to complete the Limited return to advise
us that you are not required to file.
If your exemption letter states that you are not required to file Form 990, you
Letter 1045 (DO/CG)
-4-
ACTORS -THEATRE OF INDIANA INC
are exempt from these requirements.
UNRELATED BUSINESS INCOME TAX RETURN
If you receive more than $1, 000 annually in gross receipts from a regular trade
or business you may be subject to Unrelated Business Income Tax and required
to file Form 990-T, Exempt Organization Business Income Tax Return. There are
several exceptions to this tax.
1. Income you receive from the performance of your exempt activity is not
unrelated business income.
2. Income from fundraisers conducted by volunteer workers, or where
donated merchandise is sold, is not unrelated business income.
3. Income from routine investments such as certificates of deposit,
savings accounts, or stock dividends is usually not unrelated business
income.
There are special rules for income derived from real estate or other
investments purchased with borrowed funds. This income is called "debt
financed" income. For additional information regarding unrelated business
income tax see Publication 598, Tax on Unrelated Business Income of Exempt
Organizations, or call our toll free number shown above.
PUBLIC INSPECTION OF APPLICATION AND INFORMATION RETURN
You are required to make your annual information return, Form 990 or Form
990-EZ, available for public inspection for three years after the later of the
due date of the return, or the date the return is filed. You are also required
to make available for public inspection your exemption application, any
supporting documents, and your exemption letter. Copies of these documents are
also required to be provided to any individual upon written or in person
request without charge other than reasonable fees for copying and postage.
You may fulfill this requirement by placing these documents on the Internet.
Penalties may be imposed for failure to comply with these requirements.
Additional information is available in Publication 557, Tax-Exempt Status for
Your Organization, or you may call our toll free number shown above.
FUNDRAISING
Contributions to you are deductible only to the extent that they are gifts and
no consideration is received in return. Depending on the circumstances, ticket
purchases and similar payments in conjunction with fundraising events may not
qualify as fully deductible contributions.
CONTRIBUTIONS OF $250 OR MORE
Donors must have written substantiation from the charity for any charitable
contribution of $250 or more. Although it is the donor's responsibility to
obtain written substantiation from the charity, you can assist donors by
Letter 1045 (DO/CG)
-5-
ACTORS THEATRE OF INDIANA INC
providing a written statement listing any cash contribution or describing any
donated property.
This written statement must be provided at the time of the contribution. There
is no prescribed format for the written statement. Letters, postcards and
electronic (e-mail) or computer-generated forms are acceptable.
The donor is responsible for the valuation of donated property. However, your
written statement must provide a sufficient description to support the donor's
contribution. For additional information regarding donor substantiation, see
Publication 1771, Charitable Contributions - Substantiation and Disclosure
Requirements. For information about the valuation of donated property, see
Publication 561, Determining the Value of Donated Property.
CONTRIBUTIONS OF MORE THAN $75 FIND
CHARITY PROVIDES GOODS OR SERVICES
You must provide a written disclosure statement to donors who receive goods or
services from you in exchange for contributions in excess of $75 .
Contribution deductions are allowable to donors only to the extent their
contributions exceed the value of the goods or services received in exchange.
Ticket purchases and similar payments in conjunction with fundraising events
may not necessarily qualify as fully deductible contributions, depending on the
circumstances. If your organization conducts fundraising events such as
benefit dinners, shows, membership drives, etc. , where something of value is
received, you are required to provide a written statement informing donors of
the fair market value of the specific items or services you provided in
exchange for contributions of more than $75.
You should provide the written disclosure statement in advance of any event,
determine the fair market value of any benefit received, determine the amount
of the contribution that is deductible, and state this information in your
fundraising materials such as solicitations, tickets, and receipts. The amount
of the contribution that is deductible is limited to the excess of any money
(and the value of any property other than money) contributed by the donor less
the value of goods or services provided by the charity. Your disclosure
statement should be made, no later than, at the time payment is received.
Subject to certain exceptions, your disclosure responsibility applies to any
fundraising circumstances where each complete payment, including the
contribution portion, exceeds $75. For additional information, see Publication
1771 and Publication 526, Charitable Contributions.
EXCESS BENEFIT TRANSACTIONS
Excess benefit transactions are governed by section 4950 of the Code. Excess
benefit transactions involve situations where a section 501 (c) (3) organization
provides an unreasonable benefit to a person who is in a position to exercise
substantial influence over the organization's affairs. if you believe there
may be an excess benefit transaction involving your organization, you should
report the transaction on Form 990 or 990--EZ. Additional information can be
Letter 1045 (DO/CG)
-6-
ACTORS THEATRE OF INDIANA INC
found in the instructions for Form 990 and Form 990-EZ, or you may call our
toll free number to obtain additional information on how to correct and report
this transaction.
EMPLOYMENT TAXES
If you have employees, you are subject to income tax withholding and the social
security taxes imposed under the Federal Insurance Contribution Act (FICA) .
You are required to withhold Federal income tax from your employee's wages and
you are required to pay FICA on each employee who is paid more than $100 in
wages during a calendar year. To know how much income tax to withhold, you
should have a Form W-4, Employee's Withholding Allowance Certificate, on file
for each employee. Organizations described in section 501 (c) (3) of the Code
are not required to pay Federal Unemployment Tax (FUTA) .
Employment taxes are reported on Form 941, Employer's Quarterly Federal Tax
Return. The requirements for withholding, depositing, reporting and paying
employment taxes are explained in Circular E, Employer' s Tax Guide,
(Publication 15) , and Employer's Supplemental Tax Guide, (Publication 15-A) .
These publications explain your tax responsibilities as an employer.
CHURCHES
Churches may employ both ministers and church workers. Employees of churches
or church-controlled organizations are subject to income tax withholding, but
may be exempt from FICA taxes. Churches are not required to pay FUTA tax. In
addition, although ministers are generally common law employees, they are not
treated as employees for employment tax purposes. These special employment tax
rules for members of the clergy and religious workers are explained in
Publication 517, Social Security and Other Information for Members of the
Clergy and Religious Workers. Churches should also consult Publications 15 and
15-A. Publication 1828, Tax Guide for Churches and Religious Organizations,
also discusses the various benefits and responsibilities of these organizations
under Federal tax law.
PUBLIC CHARITY STA'T'US
Every organization that qualifies for tax-exemption as an organization
described in section 501 (c) (3) is a private foundation unless it falls into one
of the categories specifically excluded from the definition of that term
[referred to in section 509 (a) (1) , (2) , (3) , or (4) 1 . In effect, the
definition divides these organizations into two classes, namely private
foundations and public charities.
Public charities are generally those that either have broad public support or
actively function in a supporting relationship to those organizations.
Public charities enjoy several. advantages over private foundations. There are
certain excise taxes that apply to private foundations but not to public
charities. A private foundation must also annually file Form 990-PF, Return of
Private Foundation, even if it had no revenue or expenses.
Letter 1045 (DO/CG)
-7-
ACTORS THEATRE OF INDIANA INC
The Code section under which you are classified as a public charity is shown in
the heading of your exemption letter. This determination is based on the
information you provided and the request you made on your Form 1023
application. Please refer to Publication 557 for additional information about
public charity status.
GRANTS TO INDIVIDUALS
The following information is provided for organizations that make grants to
individuals. If you begin an individual grant program that was not described
in your exemption application, please inform us about the program.
Funds you distribute to an individual as a grant must be made on a true
charitable basis in furtherance of the purposes for which you are organized.
Therefore, you should keep adequate records and case histories that demonstrate
that grants to individuals serve your charitable purposes. For example, you
should be in a position to substantiate the basis for grants awarded to
individuals to relieve poverty or under a scholarship or education loan
program. Case histories regarding grants to individuals should show names,
addresses, purposes of grants, manner of selection, and relationship (if any)
to members, officers, trustees, or donors of funds to you.
For more information on the exclusion of scholarships from income by an
individual recipient, see Publication 520, Scholarships and Fellowships.
Letter 1045 (DO/CG)
Form 1W3(Rw.10-20" wvc AcWm Theatre of Mdlarat,Inc. BW 20_25351124 pap 11
f?uf fic Gaol S"tata j otrtirtueO
e 509W)--an organaation organized and operated excfushiefy for testing for public safety. Q
f 509(aXi)and 170(b)(1)W#vj--an organization.operated for the beneM of a o011ego or university that is owned or ❑
operated by a governs unit.
g 509(aXi)and 170(b)(1) )--an organization that receives a substantial part of Its fmanc:iW start in the fMm
of contnbubons from ptthticfy supported oMarizoons,frorn a govemmental unit,or from the gen"public.
h 5MaX*--an organization#ud normally remves not more than ore-third of its firmnCiat 1AWW from grams ❑
investment inico m and receives more than one-third of its firmnoof support fmrrr contrbutions,rreernt>ershiP
fees,and gross receipts from activities related to Its exert functlons*iblect to certain e=ePtJw*-
i A publicly supported agaruzation,trait unsure if it Is in 59 or 5h.11w wgr4zatw wodd Ides the IRS to ❑
decd the cxyr W status,.
S If you checked box g,h,or i in question 5 above,you moist request either an advances or adefinffin nON by
sew one of the boxes ter.Refer to the Instructions to determine Woh type of rt ft you are ebgible to meive.
a Request for Advance Rtbtg By checking#his txa and stoning the consent,purwarr►to section 6ufl2(c A of 0
the Code you request an advance ruling and ogres to extend the statute of 5mitatiom on the assessment of
excise tax under section 4940 of the Code.The tax wil apply only if you do not establish putt support status
at the end of the 5-yea advance ruling period.The ammssnwit pad wig he extended for the 5 a hake nftg
years to a years,4 months,and 15 days beyond the and of the first yen'.You have the d9M to rekMe or fin>il
the extension to a mutually agreed-upon period of time or jssue(s).Publication 1035,E4wxft the Tare
Assesst xw Period,provides a more detailed explanation of your rights and the consewences of the des
you make.You may obtain Publication 1035 free of dwge from the IRS web site at wwwjmgav or by calling
toll-free 1-800-829�3E7a'3<.agni ng this consent witi not deprive you of any appeal rigs to which you would
oth a be entitled,if you decide not to extend the siattrte of timitadoM you are not eggibte for an advance
ruling.
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For Organization
Catherine F.Oudos
err facer, .Tn�tes,err other 07toa a'p:tr�t+tame��+cvl
satOtZed° Swxe"and Director
(Three of r tie >
DireC(OL Exempt Organizations
For rMp, Leis G. Lerner Rulings and Agreements
ou p-�anage�t>am ralV _ �
b Request for Dahove RuRnW Check this box if you have completed one tax year of at load a foil months and ❑
you are reqLwMV a deffnitkae nAng.To con&m.y=pcb{ic support'status answer Erne 6la@ if you caked bar
g in tare 5 above.Answer line 6b(n)if you checked box h in line 5 above If you chedwd box i in line 5 above,
WMA r both Ilnes 6b@ and 4
() (a)Faster 2%of lime 8,coltsnn(e)on tract IX-A_Statement of Rsverures and -
(b)Attach a fist showing the name and arrho rat cxnttibuted by each person,corn=y,or aganmabon whose ❑
gifts totaled more than the 2%amount If the answer is°None;ChOck this tioX,
(a)For each year amounts are Included on fates 1,2,aril 9 of Part M-A.Statement of Revenues and
Expenses,attach a list showing the name of and amount received from each 6sqwfified persons If the
answer is d w t#iecc tht box. ❑
(b)For each year amounts are uxk1ded on true 9 of fart IX-A,Staigment of Bwoum and Fes.eilteCh
a list showing the narne of and amount received iron each payw,other than a-ftWaRged PGMn>whose
payments were atone than the iargw of(1)1%of lure 10,Part W-A.Statement of Revenues and
ExpmsM or M$5=9 the answer is'Norse,"check this box. ❑
7 Did you receive any unus"grants during any of the years shown on Pert DC-A.Swiament of Q yes 0 No
Reverum and bMwzw?If"yes,°attach a list-including the name of The cont i6utixf the date and
amount of the Want.a brief description of the grant,and explain why it is urmsual.
wm 1023 Wm.to-2mq
X'W P-13 1 T
ACTORS THEATRE OF INDIANA, INC.
st
INDIANA
FINANCIAL STATEMENTS
DECEIMBER 31. 2011
— I
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ACTORS THEATRE OF INDIANA. INC.
TABLE OF CONTENTS
DECEMBER 31. 2011
Page
Independent Auditors'Report 1
Financial Statements:
Statement of Financial Position 2
Statement of Activities and Changes in Net Assets
Statement of Cash Flows 4
Statement of Ftuictional Expenses _S
Notes to Financial Statements 6-9
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INDEPENDENT AU DITOR S' REPORT
Board of Directors
,kCTORS THEATRE OF INDIANA, INC.
Cannel,Indiana
We have audited the acconipanyincy statement of financial position of the ACTORS THEATRE OF
I
rNDLAINA, INC. as ol'December 31, 2011 and the related statements of activities and changes in net
assets, cash flows and functional expenses for_the year then ended. These financial statements -are the
responsibility of the ACTORS THEATRE OF TNTNANA, TNC.'s management. Our responsibility is to
express an opinion on these financial statements based on Out,audit.
Except as explained in the following paragraph, we conducted our audit in accordance with U.S.
Generally Accepted Auditing Standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used .Ind significant
estimates, made by nipnauenient, as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis fOr our opinion.
We did not test the statement of financial position as of December 31. 2010 since that date was prior
to our appointment as independent auditors, and we were unable to satisfy ourselves regarding the
account balances by other means. The statement of financial position as of December 31, 2010 enters
materially into the change in net assets, cash flows, and functional expenses for the year ended December
31, 2011
In our opinion., except for the effects of such adjustments, if any, as Wright have been determined to
be necessary had we been able to examine evidence re-arding the 3010 statement of financial position of
Actors Theatre of Indiana, Tric., the financial statements referred to in the first paragraph present fairly, in
all material respects, the financial position of Actors Theatre ofludiana, Inc. as of December 311, 2011,
and the results of its operations and its cash flows for the year then ended in conformity with U.S. Gener-
ally Accepted Accounting Principles.
January 30, 2012
ACTORS THEATRE OF INDIANA. INC.
STATEMENT OF FINANCIAL POSITION
DECEMBER 31. 2011
ASSETS
Assets:
Cash and cash equivalents $ 57,874
Accounts receivable 5.209
Prepaid expenses 4.224
Theatrical equipment.net 3.647
Total assets $ 70.954
LIABILITIES AND NET ASSETS
Current Liabilities:
Accounts payable $ 51,040
Deferred revenue 5,000
Total current liabilities 56,040
Long-Term Debt 55.000
Total liabilities 1 11,040
Net Assets:
Unrestricted (50.056)
Permanently restricted 10.000
Total net assets (40.086)
Total liabilities and net assets $ 70,954
See accompanying Notes to Financial Statements.
ACTORS THEATRE OF INDIANA. INC.
STATEMENT OF ACTIVITIES AND CHANGES IN NET ASSETS
17EAR ENDED DECEMBER 31. 2011
Temporarily Permanently
Unrestricted Restricted Restricted Total
Revenue and Support:
Ticket sales S 198.776 S -0- S -0- $ 198,776
Corporate sponsorships 30.500 -0- -0- 30,500
Chants 46.754 10.000 -0- 56.754
Contributions 71.643 -0- 10.000 81.643
In-kind contributions 3.120 -0- 0- 3.120
Special events 4.453 -0- -0- 4.483
Other iuconie 7.591 -0- -0- 7.591
Total revenue and support 362.567 10.000 10.000 382,867
Temporarily Restricted Net Assets
Released From Restrictions 10.000 (10.000) -0- -0-
372.867 -0- 10,000 382.867
Expenses:
Program 397.307 -0- -0- 397.307
Management and general 61.136 -0- -0- 61.136
Fundraising 14.045 -0- -0- 14.045
Total expenses 472.488 -0- -0- 472.48S
Change in net assets from operations (99,621) -0- 10.000 (89,621)
Other Income:
Forgiveness of debt 122,831 -0- -0- 122.831
Change in net assets 2 3.2 10 -0- 10.000 33.210
Net Assets,Beginning of Year (73,296) -0- -0- (73.296)
Net Assets,End of Year $ (50.086) S -0- S 10.000 $ (40.086)
See accompanying Notes to Financial Statements.
ACTORS THEATRE OF INDIANA, INC.
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31. 2011
Cash Flows From Operating Activities:
Change in net assets S 33,210
Adjustments to reconcile change in net assets
to net cash used in operating activities:
Forgiveness of debt (122.831)
Depreciation 1.887
Changes in operating assets and liabilities:
Accounts receivable (5,209)
Grants receivable 14.463
Prepaid expenses (4,224)
Accounts payable 50.793
Deferred revenue 5,000
Net cash used in operating activities (26.911)
Cash Flows From Financing Activities:
Borrowings on long-term debt 75.745
Net cash provided by financing activities 7.5,745
Net increase in cash and cash equivalents 48.834
Cash and Cash Equivalents, Beginning of Year 9.040
Cash and Cash Equivalents,End of Year $ 57,874
See accompanying Notes to Financial Statements.
4
ACTORS THEATRE OF INDIANA. INC.
STATEMENT OF FUNCTIONAL EXPENSES
YEAR ENDED DECEMBER 31, 2011
Management
and
Programs General Fundraising Total
Salaries and payroll taxes S 143.815 S 15.351 S 6,007 S 165.173
Production expenses 196.427 -0- -0- 196,427
Advertislne, 50.148 -0- 343 50.A96
Professional fees -0- 3.536 -0- 3.536
Consultants -0- 3.500 -0- 3.800
Office supplies and postage -0- 1.548 172 1.720
Telephone -0- 4,275 -0- 4.275
Dues and subscriptions -0- 912 -0- 912
Sof vare and development -0- 7.300 6,552 13,552
Insurance -0- 3.376 -0- 3.376
Meals and entertaituuent -0- 679 -0- 679
Rent 5.950 1.920 -0- 7.870
Depreciation -0- 1,340 -0- 1.340
Bank and credit card fees 967 -0- 966 1.933
Other -0- 17.099 -0- 17.099
Total expenses S 397,307 S 61,136 S 14.045 S 472.488
See accompanying Notes to Financial Statements.
5
ACTORS THEATRE OF INDIANA, INC.
NOTES TO FINANCLA L STATEIN ENTS
DECEIVIBER 31. 2011
1. SIGNIFICANT ACCOUNTING POLICIES
Description of the Entity
ACTORS THEATRE OF INDIANA, INC. (the "Organization") is a not-for-profit
organization founded in 2005 and based in Carmel, Indiana. The mission of the Organization is to
celebrate the power of theatre and contribute to the life in Central Indiana by offering high quality
professional theatre performances and programs that engage, inspire, educate and entertain.
The significant accounting policies followed by the Organization in the preparation of its
financial statements are summarized below:
Basis of Presentation
Net assets. revenues. expenses, trains and losses are classified based on the existence or absence
of donor-unposed restrictions. The Organization uses the following accounts to distinguish among
restrictions:
Uhresn•icted Fund
Unrestricted net assets are not subject to donor-imposed restrictions. The unrestricted fluid is
used to account for all contributions. revenues, and expenses used for the general operations of
the Organization.
Temporai-ilV Restricted Fund
The teiporarily restricted fund is used to record contributions and revenues that are received
or generated that have donor restrictions that limit the use of the donated assets. When a donor
restriction expires. temporarily restricted net assets are classified as unrestricted net assets and
reported as net assets released from restrictions in the statement of activities and changes in net
assets.
Perfuanenth=Re.sh•icted Fund
Pernianently restricted net assets are subject to donor-imposed restrictions that neither expire
by the passage of time nor can be fiilfilled or otherwise removed by actions of the Organization.
Estimates
The preparation of financial statements in conformity with U.S. Generally Accepted Accounting
Principles requires management to make estimates and asstunptions that affect the reported annou nts
in the financial statements and notes to the financial statements. actual results could differ from
those estimates.
6
ACTORS THEATRE OF INDIANA, INC.
NOTES TO FINANCIAL.STATEINIENTS
DECEMBER 31. 2011
Cash and Cash Equivalents
Cash and cash equivalents represent casli invested in checking accounts. savings accounts and
money market accounts.
Theatrical Equipment and Depreciation
Purchased equipment is recorded at cost. Items donated are recorded at fair market value on the
date of donation. Costs of improvements are capitalized and costs of repairs and maintenance are
expensed as incurred. Depreciation is recorded over the estimated useflrl lives of the assets utilizing
the straight-line method. The lives of these assets are S years.
Revenue and Support Recognition
Revenue from ticket sales is recognized during the period in which the performance is held.
Gifts are recorded as revenue at the date the Organization receives either cash or an
unconditional promise to give from the donor. assets received froin a donor are recorded at fair
value and are recorded as Unrestricted Revenue and Support unless the donor includes stipulations
that limit the use of the assets. in which case the revenue is recorded as either Temporarily or
Pemianently Restricted Revenue and Support.
Functional Expenses
The costs of providing programs and other activities are sununarized in die Statement of
Functional Expenses. Costs have been allocated among program. fundraising, and management and
general based on estimated time,space utilization or other rational means.
Subsequent Events
Subsequent events have been evaluated through January 30. 2012, which is the date the
financial statements were available for issuance.
Income Taxes
The Organization is organized as an Indiana not-for-profit corporation and is exempt from
Federal and state income taxes under Section 501(c)(3)of the Internal Revenue Code.
Management of the Organization evaluates all significant tax positions to ensure compliance
with the exempt purpose of the Organization as required by U.S. Generally Accepted Accounting
Principles. including considerations of any unrelated business income tax. As of December 31.
2011. Management does not believe the Organization has taken any tax positions that are not in
compliance with its exempt purpose. The Organization's Federal and state tax returns remain open
and subject to examination beginning with the tax year ended December 31. 2008.
7
ACTORS THEATRE OF INDIANA, INC'.
NOTES TO FINANCLA-L. STATETMENTS
DECEMBER 3 t. 201 1
2. THEATRICAL EQUIPMENT
Theatrical equipment at December 31. 2011 consists of the following:
Lighting $ 7.323
Sound equipment 2,111
9.434
Less accumulated depreciation 5.787
$ 3.647
3. LONG-TERM DEBT
The Organization has a $55.000 unsecured note payable to a member of the board of directors
that matures in April 2016. Interest is payable quarterly at the annual rate of 3%. Outstanding
borrowings were$55,000 at December 31. 2011.
Additionally, the Organization had unsecured notes payables to The founders of the
Organization for payroll and related expenses in the amount of$122,831. Effective December 31,
2011,the debt was forgiven by the founders.
4, NET ASSETS RELEASED FROM RESTRICTIONS
Net assets released from restrictions. due to the satisfaction of donor-imposed restrictions.
totaled $10;000 for the year ended December 31. 2011. The assets were used for the production of
certain performances.
5. ENDOWMENT FUND
The Organization created an Endowment Fund (the "Endmvment") during 2011 in order to
support the ongoing operations of the Organization. The Endowment consists entirely of donor-
designated fiends and is classified as permanently restricted in the statement of financial position.
Endowment net assets were $10,000 as of December 31. 2011. There were no endowment
draws during 2011. The Board of Directors intends to approve investment and spending policies in
2012.
s
ACTORS THEATRE OF INDIANA., INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011
6. FINANCIAL PERFORMANCE
As of December 31. 2011. the Organization's Statement of Financial Position reflects a deficit
in Net Assets and. during 2011. the Organization experienced an overall decrease in Net Assets of
$89,621. These factors. when taken together, raise substantial doubt as to the Organization's ability
to continue to operate as a going concern.
Management and the Board of Directors have developed a flan to enable the Organization to
continue operations in the near term.provide additional financial resources to pay current obligations
and to provide for long-term sustainability. This plan includes a number of changes, including the
following:
• Utilize the services of a professional fiuldraising consultant engaged in 2011 to increase revenue
through fotundation grants, individual contributions, corporate sponsorships, and increased ticket
sales:
• Utilize two university interns to assist the fundraising consultant in securing sponsorships and
program advertisements:
• Utilize the services of a professional marketing consultant to develop a marketing plan for the
next season with the goal of 50% ticket sales by opening night. based oil the successful season
subscriptions sold for the first time in 201 1:
• Engaged a part-time executive director in 2011 who brings strong credentials in running a mayor
nonprofit in the Indianapolis area and who is well connected in the coninumty:
• Engaged a contract accountant in 2011 to manage the funances of the Organization:
• Negotiate with vendors and other creditors to defer payment of liabilities.
After implementation of the plan discussed above. Management and the Board of Directors
believe that the Organization will retti-in to profitability and be capable of growing and sustaining its
operations on a long-term basis.
9
Board Members EXHIBIT F
Actors Theatre of Indiana 2012
First Nam Last Narriel Home Countyl Professional/Comm unity Affliation Place of Employment(if applicable Home Address (Officer
Karen Arland Hamilton Attorne Ice Miller 46033
6022 Hollythorn Place, Carmel, IN
David Arland Hamilton PR Consultant Arland Communications 46033 Vice President
James Briggs Hamilton Attorney Retired P.O. Box 40846, Indpls, IN 46240 Interim Treasurer
Pat Burley Marion President Meridian Investment Advisors, Inc. 501 Pennsylvania Parkway, Suite 155,
Louis Chenette Marion Professor Emeritus Retired/Butler University 15064 Boardwalk Place, Indpls, IN 46226
5145 N. Pennyslvania St., Indpls, IN
Catherine Duclos Marion Attorney Thomson Electronics 46205
Joseph Fitzgerald Marion Physician IUPUI/Riley Hospital for Children 825 Spring Mill Lane, Indpls., IN 46260
James Graham Hamilton Executive Director Rehabilitation Hospital of Indiana Foundatic 354 Terrents Ct., Carmel, IN 46032
Marilyn Hamaker Marion Professor Retired/Marquette University 710 Braeside Court, Indpls, IN 46260
Charles Hamm Hamilton Physician Retired 15555 Quail Glen Ct., Carmel, IN 46032
Donna Jacobi Hamilton Retirement Consultant Self-Employed 2991 Topaz Lane, Carmel, IN 46032 Secretary
Natalie Manges Hamilton Registered Nurse St. Luke's Methodist Church 3733 Penjerrack Ct., Carmel, IN 46032 President
Thomas Roberts Marion Director of the Institute for Studies Abroad Retired/Butler University 10531 Windjammer Ct., Indpls, IN
David Swider Marion Attorney& Partner Bose McKinney&Evans 6306 Avalon Lane, Indpls, IN 46220
Don Farrell Hamilton Producing Artistic Director Actors Theatre of Indiana
Judy Fitzgerald Hamilton Artistic Director Actors Theatre of Indiana
Cynthia Collins Hamilton Associate Artsitic Director Actors Theatre of Indiana
VOUCHER NO. WARRANT NO.
ALLOWED 20
Actors Theatre of Indiana
IN SUM OF $
160 West Carmel Drive, Suite 207
Carmel, IN 46032
$55,000.00
ON ACCOUNT OF APPROPRIATION FOR
Support For The Arts
PO#/Dept. INVOICE NO. ACCT#/TITLE AMOUNT Board Members
504 I Agreement I 43-551.01 + $55,000.00 1 hereby certify that the attached invoice(s), or
bill(s) is (are)true and correct and that the
materials or services itemized thereon for
which charge is made were ordered and
received except
Tuesday, November 13, 2012
Title
Cost distribution ledger classification if
claim paid motor vehicle highway fund
Prescribed by State Board of Accounts City Form No.201 (Rev.1995)
ACCOUNTS PAYABLE VOUCHER
CITY OF CARMEL
An invoice or bill to be properly itemized must show: kind of service,where performed, dates service rendered, by
whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc.
Payee
Purchase Order No.
Terms
Date Due
Invoice Invoice Description Amount
Date Number (or note attached invoice(s) or bill(s))
11/14/12 Agreement $55,000.00
1 hereby certify that the attached invoice(s), or bill(s), is(are)true and correct and I have audited same in accordance
with IC 5-11-10-1.6
20
Clerk-Treasurer