202 North Limestone Street, Suite 301; PO Box 745; Springfield, Ohio 45501 • 937-324-2712 springfieldartscouncil.org •facebook.com/SpringfieldArtsCouncil • saconline@springfieldartscouncil.org
Welcome to the Springfield Arts Council Board of Directors!
First, I want to extend my heartfelt gratitude to each of you for choosing to be part of the Springfield Arts Council Board of Directors. We are a passionate and dedicated team, united by a shared commitment to enriching our community through the performing arts. Each one of you brings unique strengths, and I’m thrilled about the exciting journey ahead with all of you.
This year marks a significant period of growth and transformation for the Springfield Arts Council. We are embarking on a series of important changes that will enhance our ability to serve the community and elevate the arts in Springfield. From expanding our outreach programs to exploring new partnerships, the opportunities before us are truly inspiring. I’m confident that together, we will rise to meet the challenges and embrace the rewards.
As many of you know, the Springfield Arts Council board is a working board, but we take pride in making the process enjoyable. As board members, you’ll have plenty of opportunities to engage with the community and share the story of the Springfield Arts Council. Our beloved Summer Arts Festival, now in its 59th year, continues to be a highlight of the community calendar and a platform for connecting with local businesses, friends, and families. Your role as the face of this organization will be crucial as we introduce some new, exciting elements to the festival this year.
Our Showtime Series performances at the Clark State Performing Arts Center remain a foundation of entertainment in Springfield, marking 46 years of remarkable shows. Our new BrightLight series introduces local children to the wonders of live performance, and our Youth Arts Ambassadors program is cultivating a new generation of artists and arts advocates. (Don’t miss MACBETH, a collaboration with the Clark State Theatre Arts Program!) You are now a part of this lasting legacy, and I know you’ll be proud of the impact you will have on the community.
Sustaining these important programs and launching new, interesting initiatives require continued outreach and support from our community. From raffles and the Annual Fund Campaign to our Salute to the Arts Auction and the iconic “pass the hat” moments, the Springfield community has shown us tremendous love and generosity - and we know they will continue to do so with your support.
Get ready for a dynamic and fulfilling year, full of new experiences and opportunities to make a difference. I look forward to collaborating with all of you as we embark on this exciting new chapter for the Springfield Arts Council.
Welcome to the team!
Annie Nereng President, Springfield Arts Council Board of Directors
SPRINGFIELD ARTS COUNCIL ONGOING PROGRAMS AND PROJECTS
In an ongoing mission to “…build a better community by sharing the performing arts with all citizens of Springfield, Clark County, and the region,” The Springfield Arts Council actively provides opportunities year-round for the community to engage in a variety of performing arts experiences. The Board of Directors, staff, and volunteers annually host a range of fundraising events and opportunities to generate revenues to support these diverse programs.
The Summer Arts Festival
Started in 1967, the Summer Arts Festival is the cornerstone project of the Springfield Arts Council. The Festival is generally scheduled from mid-June through mid-July with an average of 20 to 25 live performances annually. The Summer Arts Festival is presented completely admission-free in Veterans Park Amphitheater, downtown Springfield, presenting a variety of popular national and regional music and concerts, a community or youth musical, a symphony concert, as well as special weekend fundraising events. One of just 70 Ohio projects registered in 2007 as a “Local Legacy” in the U.S. Library of Congress, the Summer Arts Festival is considered to be the longest-running admission-free performing arts festival in the United States.
The Showtime Series
Introduced in 1976 as SAC’s “Winter Series” (first at Memorial Hall, then at area high schools, and presented since 1993 at Clark State Performing Arts Center’s Kuss Auditorium) the current Showtime Series presents approximately nationally-touring performances annually from October through April. These ticketed performances provides an opportunity to present acts which cannot be produced in an outdoor venue or are incapable of being supported financially through the Festival’s admission-free model.
Youth Arts Ambassadors
Initiated in 2013, the Youth Arts Ambassadors provides a safe, mentored space for students in the Springfield/ Clark County area to explore their creativity and passion for the performing arts. Participation in the program includes opportunities to act, sing and dance in regularly scheduled plays and musicals, serve in creative and administrative roles as directors, designers, and stage technicians, and experience performing arts workshops, all supervised by an adult team. Since 2016, YAA members have also participated in the internationally-attended Junior Theater Festival held in Atlanta, winning awards of merit annually.
Arts in the Classroom and BrightLight
Begun in 1974, Arts in the Classroom brings local, regional, and national performing artists directly into Springfield and Clark County schools, often presenting live performances to local and area young people for the very first time. Approximately 75% of the actual cost of presenting artists is provided by the hosting school, PTO, etc., with the remaining 25% supported by Springfield Arts Council through grants, sponsorships, and donations. The new BrightLight program, launched in Fall 2024, presents professional touring artists of interest to area students in the professional environment of Clark State Performing Arts Center and The John Legend Theater, exposing students not only to the performing arts, but also to the facilities available for arts presentations in the students’ community.
Fundraising Projects
Several special projects to raise funds for Springfield Arts Council operations are presented annually, including an Annual Fund Campaign, the Salute to the Arts Benefit Auction and Raffle, annual Ghost Tours (in partnership with National Trail Park and Recreation District,) a fall raffle event, and a summer Golf Scramble. Events during the Festival (such as the Parrothead Party, Broadway in the Park, a wine-sampling event, and a cash raffle,) along with the Festival’s concession stand net sales and the nightly tradition of “passing the hat” for donations, also generate income for the organization. Rentals from SAC’s Costume Collection provide some seasonal income as well as service to local theater groups and area school drama clubs.
A BRIEF HISTORY
In May 1967, Springfield community members met with representatives from existing arts organizations to organize a “Springfield Summer Arts Festival” to provide summer activities for the community and arts activity for local arts organizations during their slow season.
In 1971, the group was encouraged by the Ohio Arts Council (OAC) to adopt plans to become a year-round operation and to develop programing including touring performances and arts education, and in Spring of 1971, the Springfield Arts Council was incorporated.
in 1974, the organization hired J. Chris Moore as full-time Executive Director to provide continuity for the group and the Summer Arts Festival, to work with the council in the development of programming, and to organize fundraising efforts.
In 1975, the Springfield Arts Council began its Arts in the Classroom program with a month-long music residency and several poetry residencies funded by the Ohio Arts Council. A year later, an expanded format of arts education programs was added to Arts in the Classroom roster in an attempt to offer arts programs to schools throughout Clark County.
1976 saw the Springfield Arts Council present programming which eventually became the foundation of a “Winter Artist Series.” This was accomplished through encouragement and funding from the Ohio Arts Council, rather than from a strong community need. While Summer Arts Festival and Arts in the Classroom programs continued to grow, as did support from local and state government and the community, the “Winter Artist Series” did not grow, and funding was needed to subsidize the gap left by low ticket sales.
In 1981, the Springfield Arts Council decided to attempt winter programming of a more popular nature. Series and single ticket sales increased sharply and progressed on a steady incline until the 1985-1986 season when Memorial Hall was closed. The Series was moved to North High School, where it continued until 1993. Community interest in a state-of-the-art performance hall resulted in a fundraising effort, ultimately resulting in the construction of the Clark State Performing Arts Center, opened in downtown Springfield in 1993.
In recent years, the “Winter Artist Series” has adapted to be known as the Great Entertainment Series, the Traditions and Transitions Series, and the Broadway and Beyond Series, and is currently marketed as The Showtime Series, continuing a tradition of over 45 years of presenting high-quality performing arts concerts and touring attractions in Springfield and Clark County.
In 2004, the first phase of a “Veterans Park Renovation Project” capitol campaign was completed with the addition of a concession stand, public restrooms and hospitality terrace on the east side of the amphitheater. In 2005, the second phase of the project was completed, which included a new stage, lighting canopy, an orchestra/ reserved seating pad, a new central production control building (with a sponsor seating deck,) and asphalt paths and handicapped seating pads throughout the Grand Lawn area. The final phase of the project, including both east and west concession stands, additional public restrooms, two hospitality terraces, a sponsor hospitality area, and a Festival office on the west side of the amphitheater, was completed in 2010. The Summer Arts Festival celebrated its 58th year of admission-free concerts and performances in 2024.
In 2007, the highly acclaimed Summer Arts Festival, the longest-running event of its kind in Ohio, was one of just 70 Ohio projects registered as a “Local Legacy” in the U.S. Library of Congress.
Currently, the Summer Arts Festival annually receives support from the Ohio Arts Council, from local foundations, businesses, Festival sponsors, and from Annual Fund Campaign donors. The Summer Arts Festival’s “pass the hat” donations, and net sales from concessions, also serve to support the organization. Additional fundraising events at the Summer Arts Festival, plus seasonal events including the annual “Salute to the Arts” fundraiser, along with late fall and late spring raffle/fundraiser events, also provide additional cash flow. Occasional incomes from rental of audio and lighting equipment, as well as rental of costumes from the SAC’s Costume Collection, also contribute.
The Springfield Arts Council’s Arts in Education programs (Arts in the Classroom, Youth Arts Ambassadors, BrightLight, and Arts Alive) are funded by corporate or individual grants, sponsorships, and by individual donations. Arts in the Classroom receives support through school program fees of approximately 75% of the programming cost. BrightLight (funded by ticket sales to area schools) brings performances for to Clark State PAC and The John Legend Theater allowing students to experience performing arts in unique professional setting, and Youth Arts Ambassadors receive funding from tickets sales and YAA events, as well as miscellaneous grants, sponsorships, and individual support.
The Springfield Arts Council Endowment Fund is currently managed by The Springfield Foundation, with interest from the endowment helping to support the Springfield Arts Council’s annual budget. Planned giving arrangements benefiting the Council are also managed through the Springfield Foundation.
Following 39 years of service to the Springfield Arts Council, former executive director J. Chris Moore retired in August 2013 and was honorarily named Director Emeritus of the organization. In November 2013, following 13 years with SAC as Director of Marketing, Tim Rowe was named to the organization’s director position.
The Springfield Arts Council, Inc. is a 501(c)3 non-profit organization. The Board of Directors is responsible for setting the organization’s strategic direction and ensuring that the organization has the necessary resources to achieve its goals. The Board meets regularly throughout the Springfield Arts Council’s September 1 through August 31 fiscal year. Daily operations of the organization are currently managed by a five-person full-time staff.
The Springfield Arts Council’s business office is currently located at 202 N. Limestone St., Suite 301, in downtown Springfield, OH, in the historic News-Sun building. The office is open Monday –Friday, 9:00 am – 5:00 pm.
Information about events and programs is available at springfieldartscouncil.org, and at facebook.com/SpringfieldArtsCouncil.
SPRINGFIELD ARTS COUNCIL
2024-2025 BOARD MEETING SCHEDULE
Saturday, September 14, 2024 – Board Retreat
10:00 AM – 2:00 PM
Clark State Brinkman Educational Center, 4th Floor
100 S. Limestone St., Springfield
Wednesday, October 16, 2024
7:00 PM
SAC office, 202 N. Limestone St., suite 301 (third floor, former News-Sun building)
Wednesday, November 13, 2024
7:00 PM
SAC office, 202 N. Limestone St., suite 301
Wednesday, January 15, 2025
7:00 PM
SAC office, 202 N. Limestone St., suite 301
Wednesday, February 12, 2025
7:00 PM
SAC office, 202 N. Limestone St., suite 301
Wednesday, April 16, 2025
7:00 PM
SAC office, 202 N. Limestone St., suite 301
Wednesday, May 14, 2025
7:00 PM
SAC office, 202 N. Limestone St., suite 301
Wednesday, June 11, 2025
6:00 PM Veterans Park Amphitheater
Wednesday, August 20, 2025
7:00 PM location TBA
CONSTITUTION AND BY-LAWS OF THE SPRINGFIELD ARTS COUNCIL, INC.
ARTICLE I - NAME
1.1 Name
1.1.1 The name of this organization shall be the Springfield Arts Council, Inc.
ARTICLE II - PURPOSE
2.1 Statement of Purpose
2.1.1 The purpose of the Springfield Arts Council, Inc. is to contribute to the cultural life of the Springfield/Clark County community by developing community appreciation of the arts, and presenting high quality arts programming, in accordance with the organization’s statements of mission, vision, and diversity, equity and inclusion (Appendix 1 and 2).
ARTICLE III - MEMBERS
3.1 Members
3.1.1 Being a corporation, the Springfield Arts Council, Inc. shall have no members.
ARTICLE IV - HONORARY TITLES
4.1 Honorary Titles
4.1.1 The Springfield Arts Council, Inc may designate certain persons or organizations as Major Sponsors, Sponsors, Associate Sponsors, Affiliate Sponsors, Co-Sponsors, Benefactors, Patrons, Donors, Sustainers, Pacesetters, Contributors of Special Gifts or any other such title as they deem appropriate. Such persons or organizations shall serve in an honorary capacity only and, except as the Directors shall otherwise designate, shall in such capacity have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.
ARTICLE V - BOARD OF DIRECTORS
5.1 Composition
5.1.1 The Springfield Arts Council Board of Directors shall consist of fifteen to nineteen Directors-at-Large and the Executive Director (or one designated representative) from the staff of the Springfield Arts Council, as a non-voting member.
5.2 Directors-at-Large
5.2.1 Fifteen to nineteen (15-19) Directors-at-Large (herein referred to as “the Board”) shall be elected from the community with the ability to modify based on the number of members ending their terms or leaving the Board. The Nominating Committee may exercise the option of increasing or decreasing the required number of years to be served in order to keep the Board
at a majority of experienced members. Each group of Directors-at-Large shall be selected by a Nominating Committee and must be approved by a majority vote of the board.
5.2.2 Directors-at-Large may serve no more than five (5) consecutive one year terms, subject to approval of the Nominating Committee. An exception to this will be made if a Director reaches the maximum of five consecutive years during the three-year cycle of serving as President-Elect, President and Immediate Past President, or as Treasurer. A Director-at-Large cannot enter the three-year cycle of presidency in their fifth year of service.
5.3
Meetings
5.3.1 The Board of Directors shall meet a minimum of six (6) times per year.
5.3.2 Regularly scheduled Board meetings will be published on the Board Calendar, handed out at the beginning of the fiscal year. Reminders and meeting materials to be sent the Friday prior to each meeting. Any special meetings must be held with reasonable notice of the date, time, and place.
5.4 Attendance
5.4.1 Regular attendance at Board meetings is required. If a Board member must miss a meeting they are to notify the Springfield Arts Council office at least 24 hours prior, except in emergency situations, to ensure presence of a quorum. Any Director-at-Large who misses three meetings per fiscal year is automatically removed from the Board. A letter of release will be sent by certified mail to the former Director by the Board President and shared with the Board of Directors. A terminated board member may be reinstated by request to the Executive Committee and subject to their approval.
5.5 Vacancies
5.5.1 Any vacancy, other than that of the Immediate Past President, shall be filled by appointment by the President and approved by email by the Executive Committee. Persons so appointed shall serve the remainder of the unexpired term.
5.6 Duties
5.6.1 The board of directors acts collectively to make decisions in the best interest of the organization and its stakeholders by:
• Establishing the organization’s strategic direction and major policies.
• Ensuring the organization adheres to legal and ethical standards.
• Approving budgets, monitoring financial performance, and ensuring resources are used effectively.
• Selecting, supporting, and evaluating the performance of the Executive Director.
• Identifying and managing potential risks to the organization.
• Representing SAC to the public with integrity and transparency, fostering a positive community image for the organization.
• Assessing the organization’s performance against strategic goals and objectives.
• Adhering to Bylaws.
• Actively attending and participate with opinions, ideas and suggestions on topics at each of the Board and committee meetings.
• Attending planned Springfield Arts Council, Inc events and activities, as able.
• Maintaining conflict of interest information forms on a yearly basis.
5.7 Removal and Resignation
5.7.1 Any Director-at-Large may resign at any time by giving written notice to the organization. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective.
ARTICLE VI – OFFICERS
6.1 Composition, Tenure
6.1.1 All officers must be Directors-at-Large of the Springfield Arts Council, Inc.
6.1.2 The officers of this organization shall consist of the President, President-Elect, Secretary, Treasurer, and Immediate Past President. These Officers shall constitute the Executive Committee. The Executive Director shall be an ex-officio member of both the Executive Committee and the Board of Directors.
6.1.3 The Board President’s term of service shall be one fiscal year, and shall not be eligible to serve as Board President again until a minimum of two years (FY) following the end of previous term.
6.2 Duties
6.2.1 The President shall be the chief officer of the Springfield Arts Council, Inc., and, subject to the control of the Board, shall have general charge and supervision of the affairs of the corporation. The President shall preside at all meetings of the Board and the Executive Committee, except as the Board otherwise determine. The President may call special meetings of the Board of Directors and the Executive Committee when appropriate.
6.2.2 The President-Elect shall perform such duties as may be assigned by the President and/or the Executive Committee. During any period in which the President is unable or refuses to act, the President-Elect shall perform the duties of the President. The usual successor to the office of President shall be this President-Elect.
6.2.3 The Secretary shall keep minutes and attendance of all Executive Committee and Board meetings and shall provide for the distribution of the minutes. A copy of the financial reports filed for audit shall be appended.
6.2.4 The Treasurer shall maintain all financial records of the Springfield Arts Council, Inc., and shall have responsibility for monitoring receipts and disbursements. The Treasurer shall facilitate an annual review of the organization's books and financial records.
6.2.5 The Immediate Past President shall serve as an adviser to the President.
6.2.6 The Executive Director of the Springfield Arts Council, Inc. shall be hired by the Executive Committee upon approval of the Board of Directors and shall be responsible for the management and execution of activities established by the Board, including the hiring and supervision of paid staff. The Executive Director shall be an ex-officio member of all committees.
ARTICLE VII – EXECUTIVE COMMITTEE
7.1 Composition
7.1.1 The Executive Committee shall be composed of the officers of the organization and two additional Directors who shall be selected by the President with approval of the Board.
7.2 Meetings
7.2.1 The Executive Committee shall hold a minimum of eight meetings each fiscal year of which at least six of those meetings will be held jointly with the Board of Directors.
7.2.2. Meetings of the Executive Committee shall be held on call of the President of the Board. These meetings may be used to discuss issues associated with the Springfield Arts Council staff and personnel or any other business which cannot be readily discussed in the context of the full Board of Directors. Recommendations from this committee shall be approved by a majority vote of the Board of Directors.
7.3 Duties
7.3.1 The Executive Committee shall appoint an outside accounting firm to conduct an annual audit.
7.3.2 The Executive Committee shall approve staff handbook revisions, as necessary.
7.3.3 The Executive Committee shall approve changes to existing or new position descriptions.
7.3.4 The Executive Committee shall review all staff salaries and wage increases annually.
ARTICLE VIII – BOARD POLICIES AND PROCEDURES
8.1 Board Quorums
8.1.1 A quorum of the Board of Directors and Executive Committee shall consist of 50% + 1 voting Board members.
8.2 Nominations
8.2.1 The Nominating Committee, chaired by the President, co-chaired by President-Elect, and includes the Immediate Past President, plus two additional Directors appointed by the President and not presently on the Executive Committee.
8.2.2 The Nominating Committee shall present a slate of Officers, Executive Committee, and new Directors to be voted upon by the current Board not before its May meeting nor later than its August meeting. Recommendations or names for Board candidates will be requested from the Directors prior to the convening of the Nominating Committee.
8.3 Robert’s Rules of Order
8.3.1 “Robert’s Rules of Order” shall govern the meetings of the Board of Directors and the Executive Committee in all matters not provided for in these by-laws.
8.4 Fiscal Year and Budget Approval
8.4.1 The fiscal year of the organization shall be from September 1st to August 31st.
8.4.2 The Finance committee shall present the annual budget to the then current Board for approval within the 3rd quarter of the fiscal year.
ARTICLE IX - COMMITTEES
9.1 Committees
9.1.1 Except where otherwise stated in the Constitution, all committee members and chairs shall be appointed by the President. Each committee shall be chaired by a current member of the Board. Each Board member shall serve and actively participate on at least one committee.
9.1.2 A list of committees shall be maintained by the Board and reviewed annually (see Appendix 3). This list shall include but is not limited to:
• Executive Committee
• Nominating Committee
• Finance Committee
9.1.3 Special committees, as needed, may be appointed at the discretion of the President or the Executive Committee.
9.1.4 Committee chairs shall report on all committee activity at each regular Board meeting. Chairs shall also submit a year-end, written report detailing the committee's activities and recommendations.
ARTICLE X - LIABILITY
10.1 Personal Liability
10.1.1 The Directors and Staff of the Springfield Arts Council, Inc. shall not be personally liable for any debt, liability or obligation of the Corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against the Springfield Arts Council, Inc. may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation.
10.2 Organizational Liability
10.2.1 Any staff or Board member with knowledge of activities which could result in legal liability to the organization, has a duty to inform the Executive Committee in a timely manner.
11.1 Amendments
ARTICLE XI - AMENDMENTS
11.1.1 These Articles may be amended at any meeting of the Board of Directors by a two-thirds vote of the Directorship, provided that a notice of the proposed amendment has been emailed to each Director at least one week in advance of the meeting.
11.1.2 The President shall appoint a committee to review the by-laws every three (3) years.
12.1 Bylaws
12.1.1 The Board may adopt Bylaws in order to carry out the responsibilities described in this Constitution.
Amended January, 1987
Amended October, 1987
Amended May, 1988
Amended January, 1993
Amended September, 1994
Amended September, 1995
Amended August 24, 1997
Amended August 23, 1998
Amended June 11, 2003
Amended November 11, 2009
Amended August, 2016
Amended January, 2021
Amended July, 2024
CONSTITUTION AND BY-LAWS APPENDICES OF THE SPRINGFIELD ARTS COUNCIL, INC.
Springfield Arts Council (SAC) Board Member Roles and Responsibilities Policy
The purpose of this policy is to outline the roles, responsibilities, and duties of the Board of Directors of the Springfield Arts Council (SAC). As stewards of the organization, board members are vital to ensuring SAC's continued contribution to the cultural life of Springfield and Clark County.
Duties of Board Members
1. Community Ambassadors
Serve as community ambassadors for SAC, representing its mission and programs in a positive manner. Actively inform your network of the value SAC brings to the community, and work to ensure the organization has the resources needed to achieve its goals.
2. Mission and Program Support
Understand and actively promote SAC’s key programs (Summer Arts Festival, Showtime Series, Youth Arts Ambassadors) and special fundraising events (Festival special events, seasonal fundraisers, annual campaign, Salute). Be aware of how these initiatives support SAC’s mission and vision.
3. Strategic Direction and Policy Establishment
Contribute to establishing and regularly reviewing SAC’s strategic direction and policies to align with the organization’s mission. Engage in long-term planning to set priorities and goals.
4. Legal and Ethical Standards
Ensure that SAC adheres to legal, regulatory, and ethical standards. Uphold and model the highest ethical behavior in all board activities and decisions.
5. Financial Oversight
Approve the annual budget, monitor financial performance, and ensure that resources are used effectively. Regularly review financial statements and maintain the organization’s financial health.
6. Executive Director Oversight
Support and evaluate the Executive Director’s performance, ensuring they have the guidance and resources needed to effectively lead SAC.
7. Risk Management
Identify and manage potential risks to the organization, including financial, operational, and reputational risks. Ensure appropriate risk mitigation strategies are in place.
8. Public Representation
Represent SAC with integrity and transparency, fostering a positive image within the community. Advocate for SAC’s mission and programs, building relationships with key stakeholders.
9. Meeting Participation and Engagement
Actively attend and participate in board and committee meetings, providing ideas and feedback on the topics discussed. Prepare for meetings by reviewing agendas and materials in advance.
10. Event Participation
Attend SAC events and activities whenever possible, supporting SAC’s mission through active engagement. Serve as a visible representative of SAC at these events.
11. Conflict of Interest
Maintain and submit conflict of interest disclosure forms as conflicts arise. Avoid situations where personal or professional interests conflict with SAC’s best interests, and recuse yourself when necessary.
12. Fundraising and Resource Development
Participate in SAC’s fundraising efforts, including personal giving and leveraging your network to support the organization’s financial needs.
13. Cultural Advocacy and Representation
Promote the importance of arts and culture in the community, advocating for inclusive practices within SAC’s artistic programming and operations.
Commitment to the Organization
Board members are expected to commit to these responsibilities, contributing their time, talent, and resources to support the Springfield Arts Council’s mission. Active engagement in board activities, continuous learning, and collaboration with fellow members and staff are essential to achieving SAC’s goals. Additionally, SAC is committed to maintaining the highest standards of integrity, accountability, and professionalism. Ethical principles and behaviors are expected of SAC Board Members to ensure the organization’s reputation and mission are upheld.
General Conduct
1. Commitment to the Mission
Board members shall actively support and promote SAC’s mission to enhance the cultural life of Springfield and Clark County through the arts. Decisions and actions should always align with the organization’s goals and objectives.
2. Legal and Ethical Compliance
Board members must comply with all applicable laws, regulations, and SAC’s bylaws. They are expected to act ethically and in the best interest of SAC at all times, avoiding any actions that could bring discredit to the organization.
3. Integrity and Honesty
Board members must act with honesty and integrity in all interactions, both within SAC and in their external dealings. This includes transparent decision-making, truthful communication, and accountability for their actions.
4. Respect and Professionalism
Board members are expected to treat all individuals with respect, fairness, and dignity. This includes interactions with fellow board members, staff, volunteers, artists, and members of the community.
5. Confidentiality
Board members must respect the confidentiality of sensitive information acquired through their role. This includes all non-public information pertaining to SAC’s operations, strategies, plans, financials, donor lists, employee records, proprietary information, and any other information that is discussed or reviewed during official board meetings or shared among board members outside of official meetings.They should not disclose or use such information for personal gain or any purpose unrelated to SAC’s mission.
6. Conflicts of Interest
In accordance with the Conflict of Interest Policy, board members must disclose any potential conflicts of interest that could influence their decisions or actions on behalf of SAC. They should recuse themselves from discussions or decisions where a conflict exists. Additionally, board members should avoid any situation where personal or professional interests might conflict with the best interests of SAC. This includes refraining from using their position for personal gain.
Alcohol Consumption
1. No Alcohol Consumption During Official Duties
Board members are prohibited from consuming alcohol during any event or activity where they are performing official duties on behalf of SAC. This ensures a professional and focused approach to their responsibilities.
2. Moderation at SAC Events
When attending SAC-sponsored events where alcohol is served, board members are expected to consume alcohol in moderation. As representatives of the organization, board members should always conduct themselves in a manner that reflects positively on SAC.
Public Representation and Social Media
1. Responsible Use of Social Media
Board members must use social media responsibly, recognizing that their public posts can reflect on SAC. When posting on social media, board members should:
● Refrain from sharing confidential or sensitive information related to SAC.
● Avoid making statements that could be perceived as representing the views of SAC unless authorized to do so.
● Uphold SAC’s reputation by avoiding posts that could be considered inappropriate, offensive, or harmful to the organization’s image.
● Be mindful that their online presence should reflect the professionalism and integrity expected of SAC representatives.
2. Positive Representation
Board members are encouraged to use social media to positively promote SAC’s mission, events, and programs. Sharing content related to SAC’s activities and advocating for the arts within the community is strongly encouraged, provided it aligns with SAC’s values and messaging.
Cultural Sensitivity
SAC is committed to fostering an inclusive environment that respects and reflects the cultural diversity of our community. SAC will ensure that its programs and events are inclusive and representative of the diverse voices and perspectives within Springfield and Clark County. We are dedicated to creating an atmosphere of respect for all cultural backgrounds, ensuring that every interaction and artistic endeavor honors the rich traditions and expressions present in our community.
To achieve this, SAC is committed to including diverse perspectives in our decision-making processes, actively seeking representation from a variety of cultural backgrounds within our board, staff, artists, and programming. Through these efforts, SAC aims to uphold the principles of cultural sensitivity and equitable representation in all aspects of our work.
Board members must promote inclusivity and respect for diverse cultural expressions within SAC’s programming and operations. They should support initiatives that reflect the rich diversity of the community SAC serves.
Discipline
Board members who fail to adhere to the expectations outlined in this policy will be subject to appropriate disciplinary action, up to and including removal from the Board and/or termination of their relationship with SAC.
Springfield Arts Council (SAC) Board Member Term Limits and Attendance Policy
Attendance
Regular attendance at Board meetings is essential for effective governance. In accordance with the SAC Bylaws, last adopted on August 7, 2024, Board members are required to attend all scheduled meetings. If unable to attend, members must notify the Springfield Arts Council office at least 24 hours in advance, except in emergency situations, to ensure the presence of a quorum.
Any Director-at-Large who misses three meetings within a fiscal year will be automatically removed from the Board. A letter of release will be sent by certified mail from the Board President to the former Director, with notice provided to the Board of Directors. A terminated board member may request reinstatement by submitting a request to the Executive Committee, which will review and decide on the matter.
Term Limits
In accordance with the SAC Bylaws, last adopted on August 7, 2024, Board members serve one-year terms, with a maximum of five consecutive one-year terms, subject to approval by the Nominating Committee. Exceptions to this limit apply if a Director reaches the maximum term during their service as President-Elect, President, Immediate Past President, or Treasurer. However, a Director-at-Large may not begin the three-year presidential cycle in their fifth year of service.
SAC Board Member Conflict of Interest Policy
The Springfield Arts Council (SAC), as a nonprofit, tax-exempt organization, depends on charitable contributions from the public. Maintenance of its tax-exempt status is crucial both for its continued financial stability and for the receipt of contributions and public support. Therefore, SAC's operations must first fulfill all legal requirements. They also depend on the public trust and are subject to scrutiny by and accountability to both governmental authorities and members of the public.
Consequently, there exists between SAC and its board, officers, and management employees a fiduciary duty that carries with it a broad and unbending duty of loyalty and fidelity. The board, officers, and management employees have the responsibility of administering the affairs of SAC honestly and prudently, exercising their best care, skill, and judgment for the sole benefit of SAC. They shall exercise the utmost good faith in all transactions involved in their duties and shall not use their positions with SAC or knowledge gained therefrom for their personal benefit. The interests of the organization must have the first priority in all decisions and actions.
Persons Concerned
This statement is directed not only to board members and officers but to all employees who can influence the actions of SAC. For example, this includes all who make purchasing decisions, other financial actions, and all who have proprietary information concerning SAC.
Key Areas in Which Conflict May Arise
Conflicts of interest may arise in the relations of directors, officers, and employees with any of the following third parties:
● Persons and firms supplying goods and services to SAC
● Persons and firms from whom SAC leases property and equipment
● Persons and firms with whom SAC is dealing or planning to deal in connection with the gift, purchase, or sale of real estate, securities, or other property
● Competing or affinity organizations
● Donors and others supporting SAC
● Recipients of grants from SAC
● Agencies, organizations, and associations that affect the operations of SAC
● Family members, friends, and other employees
Nature of Conflicting Interest
A material conflicting interest may be defined as an interest, direct or indirect, with any persons and firms that SAC partners, operates, or works with. Such an interest might arise, for example, through:
● Owning stock or holding debt or other proprietary interests in any third party dealing with SAC
● Holding office, serving on the board, participating in management, or being otherwise employed (or formerly employed) by any third party dealing with SAC
● Receiving remuneration for services with respect to individual transactions involving SAC
● Using SAC’s time, personnel, equipment, supplies, or goodwill other than for approved SAC activities, programs, and purposes
● Receiving personal gifts or loans from third parties dealing with SAC. Receipt of any gift is disapproved except for gifts of nominal value that could not be refused without discourtesy. No personal gift of money should ever be accepted.
Disclosure Policy and Procedure
Disclosures should be made using the Conflict of Interest Disclosure Statement. If there is a change or possible conflict in the future, a new or updated Conflict of Interest Disclosure Statement will need to be completed.
The Executive Committee shall determine whether a conflict exists, and if so, if it is material and could interfere with the performance of board member duties. If the Board President has a possible conflict, they shall inform the board for review. The decision of the board on these matters will rest in their sole discretion, and their concern must be the welfare of SAC and the advancement of its purpose.
If the disclosed conflict involves a potential transaction with SAC, the Executive Committee will determine whether it may be authorized as just, fair, and reasonable to SAC. The transaction may be undertaken only if all of the following are observed:
● A material transaction is fully disclosed in the audited financial statements of the organization;
● The related party is excluded from the discussion and approval of such transaction;
● A competitive bid or comparable valuation exists; and
● The SAC board has acted upon and demonstrated that the transaction is in the best interest of the organization.
CONFLICT OF INTEREST DISCLOSURE STATEMENT
Please initial in the space at the end of Item A or complete Item B, whichever is appropriate; complete the balance of the form; sign and date the statement; and return it to the Executive Director or Board President.
1) I am not aware of any relationship or interest or situation involving my family or myself that might result in, or give the appearance of being, a conflict of interest between such family member or me on one hand and SAC on the other. Initials:
2) The following are relationships, interests, or situations involving me or a member of my family that I believe might result in or appear to be an actual, apparent, or potential conflict of interest between such family members or myself and SAC:
I have knowledge of the following relationship between SAC and an outside entity with whom I, my relative/family member, or business associate has a financial interest: The following members of my family expect to receive some form of compensation or material financial benefit from the Springfield Arts Council either directly or as the result of a Springfield Arts Council contract or employment:
I serve on the boards of the following organizations/businesses that work with the Springfield Arts Council:
I wish to disclose the following additional facts or circumstances:
I have read and understand SAC’s Conflict of Interest Policy and agree to be bound by it. I will promptly inform the Executive Director or Board President of any material change that develops in the information contained in the foregoing statement.
Type/Print Name
Whistle-Blowing Policy for Board Members
The Springfield Arts Council (SAC) is committed to upholding the highest standards of conduct and ethics. This policy provides a framework for board members to report suspected fraudulent or dishonest use or misuse of SAC resources or property, illegal activities, or any unethical behavior. SAC encourages all individuals involved with the organization to act as whistleblowers and report such concerns in accordance with the procedures outlined below.
Reporting
Board members who suspect fraudulent or dishonest use or misuse of SAC resources or property, illegal activities, or unethical behavior should report their concerns as follows:
● Primary Reporting: Report concerns to the Board President.
● Alternative Reporting: If reporting to the Board President is not possible or appropriate (e.g., if the Board President is involved in the suspected misconduct), concerns should be reported directly to another member of the Executive Committee or the Executive Director.
● Anonymous Reporting: Individuals wishing to remain anonymous may submit a written statement to the Executive Director or Board President.
Rights and Responsibilities
Board members are required to report suspected fraudulent, unethical, or dishonest conduct to the appropriate authority within SAC. Care must be taken to:
● Avoid baseless allegations.
● Prevent premature notification to individuals suspected of misconduct or disclosure to those not involved in the investigation.
● Respect the legal rights of all parties involved.
Individuals who become aware of suspected misconduct should not:
● Contact the person suspected to further investigate or seek restitution.
● Discuss the case with attorneys, media, or anyone other than the Executive Director or Board President.
● Report the case to law enforcement without first consulting with the Executive Director and/or Board President.
Investigation
All reported concerns, including unproven suspicions, will be thoroughly reviewed and analyzed. The process will include documentation of the receipt, retention, investigation, and resolution of the complaint. If necessary, appropriate corrective action will be taken, and findings will be communicated to the reporting person and relevant parties. In some cases, independent auditors or attorneys may be engaged to conduct the investigation.
Whistleblower Protection
SAC is committed to protecting whistleblowers who report concerns in good faith:
● Protection Against Retaliation: SAC will make every effort to protect whistleblowers from retaliation. Whistleblower reports will be handled with discretion and confidentiality to the extent possible under the circumstances and the law. Generally, whistleblower identities will be kept confidential, except as required to conduct an effective investigation or by law.
● Retaliation Prohibition: SAC employees, consultants, and volunteers are prohibited from retaliating against whistleblowers for reporting concerns. This includes any adverse actions affecting the whistleblower’s role, such as threats, punitive work assignments, or changes to salary or fees. Whistleblowers who believe they have been retaliated against may file a complaint with the Board President and/or Executive Director, which will be promptly investigated. If retaliation is substantiated, appropriate corrective action will be taken.
● Caution Against Baseless Allegations: Whistleblowers should ensure that their allegations are based on reasonable grounds to avoid harm to innocent parties.
Discipline
Any board member, staff, consultant, or volunteer found to have engaged in misconduct, including harassment or retaliation against a whistleblower, will be subject to appropriate disciplinary action, up to and including removal from the Board or termination of their relationship with SAC.
202 North Limestone Street, Suite 301; PO Box 745; Springfield, Ohio 45501 • 937-324-2712 springfieldartscouncil.org •facebook.com/SpringfieldArtsCouncil • saconline@springfieldartscouncil.org
September 2024
Dear Fellow Board Members,
Thank you for your commitment to the Springfield Arts Council and our mission to “build a better community by sharing the performing arts with Springfield, Clark County, and the region.”
In accordance with our Bylaws and to facilitate grant applications, we ask that all board members make a personally significant financial contribution. We understand that this looks different for everyone, so if you have any questions or concerns, please don’t hesitate to reach out to our Development Director, Kevin Brown, or myself. I ask that you visit our donations page via the QR code below, or use the link to SpringfieldArtsCouncil.org/donate, at your earliest convenience to pledge your contribution.
Your support helps continue the work of the Springfield Arts Council, enhancing the quality of life for the Clark County community.
Sincerely,
Annie Nereng 2024-2025 Board President, Springfield Arts Council
