2023-04-20T08:44:32-05:00 2022-06-30 871353108 EISNER ADVISORY GROUP LLC 130 NORTH 18TH STREET SUITE 3000 PHILADELPHIA PA 191032757 990 2021-07-01 237379280 WEITZMAN NATIONAL MUSEUM OF AMERICAN JEWISH HISTORY WEIT 2159233811 101 SOUTH INDEPENDENCE MALL EAST PHILADELPHIA PA 19106 MIKHAIL GALPERIN CEO 2159233811 2023-03-31 1 MIKHAIL GALPERIN 999009999 HELEN M MARTIN P01330899 2158818800 3 AAL1 IAL1 2021 2023-04-26 12:10:37Z X MIKHAIL GALPERIN 101 SOUTH INDEPENDENCE MALL EAST PHILADELPHIA PA 19106 19075907 0 X WWW.THEWEITZMAN.ORG X 1973 PA THE WEITZMAN NATIONAL MUSEUM OF AMERICAN JEWISH HISTORY (THE "WEITZMAN" (CONTINUED ON SCHEDULE O) OR "WNMAJH") BRINGS TO LIFE THE 360-YEAR HISTORY OF JEWS IN AMERICA. LOCATED ON HISTORIC INDEPENDENCE MALL IN PHILADELPHIA, WNMAJH SITS ADJACENT TO THE ICONS OF FREEDOM IN AMERICAN HISTORY AND CONTRIBUTES TO THE NATIONAL DIALOGUE ON RELIGION, ETHNICITY, AND PLURALISM. THE WEITZMAN IS THE ONLY INSTITUTION THAT TELLS THE STORY OF AMERICAN HISTORY THROUGH THE LENS OF THE JEWISH EXPERIENCE, UNIQUELY TRACING HOW JEWISH IMMIGRANTS BECAME JEWISH AMERICANS. THROUGH DYNAMIC, INTERACTIVE EXHIBITIONS AND ENGAGING EDUCATIONAL PROGRAMS, THE WEITZMAN INVITES VISITORS OF ALL BACKGROUNDS TO CELEBRATE THEIR OWN HERITAGES, HISTORIES, AND TRADITIONS BY REFLECTING ON HOW IMMIGRANTS SHAPE AND ARE SHAPED BY THE AMERICAN EXPERIENCE. 22 22 16 94 184655 0 2221459 29639041 601329 476510 0 0 429162 -44139417 3251950 -14023866 0 0 0 0 1672434 2122160 108152 117344 1248731 7699540 4881458 9480126 7120962 -6228176 -21144828 82985536 28897470 34152279 1209041 48833257 27688429 X THE WEITZMAN NATIONAL MUSEUM OF AMERICAN JEWISH HISTORY, ON INDEPENDENCE MALL IN PHILADELPHIA, PRESENTS EDUCATIONAL PROGRAMS AND EXPERIENCES THAT PRESERVE, EXPLORE, AND CELEBRATE THE HISTORY OF JEWS IN AMERICA. ITS PURPOSE IS TO CONNECT JEWS MORE CLOSELY TO THEIR HERITAGE AND TO INSPIRE IN PEOPLE OF ALL BACKGROUNDS A GREATER APPRECIATION FOR THE DIVERSITY OF THE AMERICAN JEWISH EXPERIENCE AND THE FREEDOMS TO WHICH AMERICANS ASPIRE. 0 0 4507332 651411 EXHIBITIONS: THE WEITZMAN WAS CLOSED TO VISITORS DUE TO THE COVID PANDEMIC UNTIL MAY 1, 2022. DURING THE PERIOD OF CLOSURE, THE WEITZMAN CONTINUED TO OFFER ITS EXHIBITIONS ONLINE, INTRODUCING A NEW ONLINE TOUR OF THE WEITZMAN'S ENTIRE CORE EXHIBITION, WHICH TRACES THE NEARLY-370 YEAR HISTORY OF JEWS IN AMERICA. THE WEITZMAN ALSO MOUNTED A VIRTUAL SPECIAL EXHIBITION, "AN ENDURING MONUMENT: MOSES JACOB EZEKIEL'S RELIGIOUS LIBERTY." OVER THE YEAR, APPROXIMATELY 10,000 PEOPLE VISITED THE WEITZMAN'S VIRTUAL EXHIBITION PAGES ONLINE.IN MAY 2022, THE WEITZMAN REOPENED TO THE PUBLIC. IT AUGMENTED ITS 25,000 FOOT CORE EXHBITION WITH SEVERAL SIGNIFICANT ADDITIONS. "THE FUTURE WILL FOLLOW THE PAST: AN EXHIBITION BY JONATHAN HOROWITZ" SETS VARIOUS PIECES OF ART EXPLORING THEMES INCLUDING ANTISEMITISM, RACISM AND SLAVERY IN AMERICA, HOMOPHOBIA, AND THE DISPLACEMENT OF INDIGENOUS PEOPLE IN CONVERSATION WITH THEMES EXPLORED IN THE CORE EXHIBITION. DEBORAH KASS'S ICONIC OY/YO SCULPTURE WAS INSTALLED OUTSIDE THE WEITZMAN, BECOMING AN INSTANT TOURIST ATTRACTION. THE WEITZMAN ACQUIRED AND PLACED ON DISPLAY ARTIFACTS FROM THE 2022 ATTACK AND HOSTAGE CRISIS AT THE SYNAGOGUE IN COLLEYVILLE, TEXAS. IT ALSO DISPLAYED THE ORIGINAL OF GEORGE WASHINGTON'S LETTER TO THE JEWISH COMMUNITY OF NEWPORT. A NEW EXHIBIT ON NURSING IN WORLD WAR II WAS OPENED BOTH IN THE WEITZMAN AND ONLINE. IN THE TWO MONTHS FOLLOWING REOPENING, THE WEITZMAN WELCOMED APPROXIMATELY 3,700 GUESTS.PUBLIC PROGRAMS: THE WEITZMAN OFFERED OVER 50 PUBLIC PROGRAMS INCLUDING MUSICAL PERFORMANCES, PANELS AND LECTURES, AND FILMS ONLINE. TOPICS RANGED FROM THE ARTS TO COOKING TO CULTURE TO HISTORY. THE WEITZMAN IS THE NATIONAL SPONSOR OF JEWISH AMERICAN HERITAGE MONTH. WITH MORE THAN 50 PARTNERS NATIONWIDE, THE WEITZMAN OFFERED A WIDE RANGE OF VIRTUAL PROGRAMS FOR THE MONTH, INCLUDING A PROGRAM CO-SPONSORED WITH THE WHITE HOUSE. TOTAL ONLINE ATTENDANCE FOR THE WEITZMAN'S PUBLIC PROGRAMS DURING THE YEAR REACHED 21,000.AS THE PANDEMIC BEGAN TO EASE, THE WEITZMAN CONDUCTED AN OUTDOOR EVENT AT LAUREL HILL CEMETERY IN JANUARY 2022. IN MAY, IT HOSTED ITS FIRST IN-PERSON EVENT AT THE WEITZMAN, AN EXCLUSIVE EVENT FOR MEMBERS.EDUCATION: THE WEITZMAN'S EDUCATIONAL PROGRAMS WERE ALSO LIMITED DUE TO THE PANDEMIC, ALTHOUGH OCCASIONAL GROUP VISITS WERE WELCOMED. IN AUGUST 2021, THE WEITZMAN OFFERED ITS NATIONAL EDUCATORS' INSTITUTE (NEI) VIRTUALLY. FORTY EDUCATORS LEARNED ABOUT THE WEITZMAN'S "OPENBOOK" CURRICULUM ON AMERICAN JEWISH HISTORY, AND EXPLORED WAYS OF INCORPORATING IT INTO THEIR SCHOOLS AND CLASSES. WE HAD ROBUST VIRTUAL OFFERINGS AND SERVED NEARLY 100 CLASSROOMS WHILE THE BUILDING WAS CLOSED. 4507332 1 1 0 1 0 0 0 1 0 1 1 0 0 0 0 1 1 0 0 0 0 0 0 1 1 0 0 0 0 1 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 1 X 32 0 1 16 1 1 1 0 0 0 0 1 1 0 0 0 0 0 0 X 22 22 0 0 0 0 0 0 0 1 1 0 0 0 1 1 1 1 0 1 0 0 AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY X PAUL WAIMBERG CFO 2159233811 101 S INDEPENDENCE MALL EAST PHILADELPHIA PA 19106 SHARON TOBIN KESTENBAUM CO-CHAIR 3.00 X X 0 0 0 JOSEPH S ZURITSKY CO-CHAIR 3.00 X X 0 0 0 LYN M ROSS HONORARY CHAIR 2.00 X X 0 0 0 STEPHEN COZEN FIRST VICE CHAIR 2.00 X X 0 0 0 ALAN J HOFFMAN VICE CHAIR 2.00 X X 0 0 0 MIMI SCHNEIROV VICE CHAIR 2.00 X X 0 0 0 LINDY SNIDER VICE CHAIR 2.00 X X 0 0 0 ANDREW KLABER TREASURER 3.00 X X 0 0 0 MARK OSTER SECRETARY 2.00 X X 0 0 0 PHILIP M DARIVOFF TRUSTEE AND CHAIR EMERITUS 2.00 X 0 0 0 SCOTT AKMAN TRUSTEE 2.00 X 0 0 0 PHILIP BALDERSTON TRUSTEE 2.00 X 0 0 0 JJ CUTLER TRUSTEE 2.00 X 0 0 0 DR ANITA FRIEDMAN TRUSTEE 2.00 X 0 0 0 THOMAS O KATZ TRUSTEE 2.00 X 0 0 0 DR RONALD PAUL TRUSTEE 2.00 X 0 0 0 LAURY SALIGMAN TRUSTEE 2.00 X 0 0 0 SHERRIE R SAVETT TRUSTEE 2.00 X 0 0 0 BRETT SCHULMAN TRUSTEE 2.00 X 0 0 0 ANDREW W SHOYER TRUSTEE 2.00 X 0 0 0 MEREDITH C SLAWE TRUSTEE 2.00 X 0 0 0 MICHAEL SWIFT TRUSTEE 2.00 X 0 0 0 MIKHAIL GALPERIN CHIEF EXECUTIVE OFFICER 40.00 X 407891 0 24987 PAUL WAIMBERG CHIEF FINANCIAL OFFICER 40.00 X 190281 0 25353 CAROL ZAWATSKY CHIEF ADVANCEMENT AND STRATEGY OFFICER 40.00 X 141628 0 3929 JOSHUA PERELMAN CHIEF CURATOR, DIR. OF EXHIBITIONS 40.00 X 147332 0 21807 EMILY AUGUST CHIEF PUBLIC ENGAGMENT OFFICER 40.00 X 105284 0 23813 SUSAN WEISS CHIEF OF STAFF 40.00 X 103477 0 12095 KRISTEN KREIDER MANAGING DIRECTOR OF BUSINESS OPERATIONS 40.00 X 101937 0 14686 1197830 0 126670 7 0 1 0 DILWORTH PAXSON LLP 1500 MARKET STREET SUITE 3500E PHILADELPHIA PA 191022101 LEGAL SERVICES 442392 EMCOR SERVICES 9815 ROOSEVELT BOULEVARD SUITE A PHILADELPHIA PA 19114 ENGINEERING CONTRACT 242618 BRAND KNEW LLC 10351 SANTA MONICA BLVD SUITE 200 LOS ANGELES CA 90025 CONSULTING 189587 ECHELON PROTECTION & SURVEILLANCE 542 N LEWIS ROAD STE 103 LIMERICK PA 19468 SECURITY CONTRACT 141245 WAKEBY FIRE & ASSOCIATES 22 BATES ROAD SUITE 295 MASHPEE MA 02649 MAIL HOUSE CHARGES 133184 6 X 858819 1794845 26985377 27199 29639041 MEMBERSHIP REVENUE 713990 355313 355313 FACILITY RENTALS 713990 93907 93907 LUNCH AND CATERING INCOME 713990 18003 18003 MISCELLANEOUS OTHER REVENUE 713990 5239 5239 ADMISSIONS TO EXHIBITS 713990 4048 4048 476510 32557249 32557249 0 131250 858819 271873 -140623 -140623 630207 270651 359556 174901 184655 RESTRUCTURING (SEE SCHEDULE O) 713990 -44358350 -44358350 -44358350 -14023866 651411 184655 -44498973 696351 127781 323801 244769 1164055 499548 285387 379120 31447 14442 6510 10495 169234 45718 115622 7894 61073 20950 19611 20512 19817 19817 47815 47815 117344 117344 283857 202434 76576 4847 484947 387958 96989 634544 184629 194555 255360 409660 379010 28574 2076 2584 727 801 1056 248147 229581 17308 1258 904982 837273 63122 4587 217834 141747 35761 40326 CONTRACTED SERVICES 528261 488737 36846 2678 RESTRUCTURING COSTS 320105 296156 22327 1622 EXHIBITION COSTS 259293 259293 0 0 EQUIPMENT LEASES AND MA 161432 82685 37011 41736 358180 308663 33455 16062 7120962 4507332 1364899 1248731 423447 948098 2478654 2253623 1460530 14463974 47882 3883 170089 207436 58080 42332 16260500 5282376 78346854 10978124 82985536 28897470 4057139 832167 147405 136874 29797735 150000 240000 34152279 1209041 X 43751514 9739956 5081743 17948473 48833257 27688429 82985536 28897470 -21144828 0 X X 0 1 X 1 1 1 X 5908943 4676462 4219664 2221459 29639041 46665569 5908943 4676462 4219664 2221459 29639041 46665569 25018871 21646698 191883 102816 96205 390904 47056473 5252503 0.46000 0.89160 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 45750 45750 7142720 7188470 509424 127356 0 0 747073 751114 624006 509424 2631617 3947426 45750 45750 186768 187779 156002 127356 657905 986858 X X 0 2678624 14000000 475003 16203621 3280312 601688 2678624 4993725 -513413 1200000 3280312 5135193 158532 300000 4993725 5034992 16408 380593 296800 5135193 1.00000 0 0 1089507 1089507 9149071 121928 9027143 6021922 5160448 861474 10978124 X 30401987 44425853 44425853 -14023866 0 -14023866 5715231 0 5715231 1405731 1405731 7120962 PART III, LINE 1A: THE WEITZMAN HAS ADOPTED THE POLICY OF NOT CAPITALIZING EITHER PURCHASED OR DONATED COLLECTION ITEMS. PURCHASES OF COLLECTION ITEMS ARE RECORDED AS DECREASES IN UNRESTRICTED NET ASSETS IN THE YEAR IN WHICH THE ITEMS ARE ACQUIRED, OR AS DECREASES IN TEMPORARILY RESTRICTED NET ASSETS IF THE ASSETS USED TO PURCHASE THE ITEMS ARE RESTRICTED BY DONORS. THE WEITZMAN FOLLOWS STANDARD PRACTICE IN THE FIELD IN THE CARE AND DOCUMENTATION OF ITS COLLECTIONS. FULFILLING ITS MISSION TO COLLECT AND PRESERVE THE MATERIAL CULTURE OF AMERICAN JEWS, THE WEITZMAN HAS A GROWING COLLECTION WHICH CONSISTS OF MORE THAN 20,000 OBJECTS DOCUMENTING 350 YEARS OF JEWISH LIFE IN THIS COUNTRY. MATERIALS ORIGINATE IN THE AMERICAS AND EUROPE, WITH THE GREATEST PERCENTAGE BEING NORTH AMERICAN IN BOTH MANUFACTURE AND PROVENANCE. A SOCIAL HISTORY APPROACH HAS BEEN APPLIED TO COLLECTING ACTIVITIES SINCE 1991, GIVING PRIORITY TO ACQUISITIONS THAT ENCOMPASS THE DAILY OCCUPATIONAL, DOMESTIC AND COMMUNAL ASPECTS OF AMERICAN JEWISH LIFE. PART III, LINE 4: JEWISH OBJECTS USED TO TELL THE STORY OF FREEDOM. PART V, LINE 4: THE WEITZMAN'S ENDOWMENT CONSISTS OF A NUMBER OF GIFTS FOR A VARIETY OF PURPOSES. THESE PURPOSES INCLUDE FUNDING A LECTURE SERIES, MUSEUM DIRECTOR POSITION, AND THE CAPITAL CAMPAIGN AS WELL AS A GENERAL ENDOWMENT TO SUPPORT THE WEITZMAN'S OPERATIONS. PART X, LINE 2: THE INTERNAL REVENUE SERVICE HAS CLASSIFIED THE WEITZMAN AS EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE ("CODE"); AS AN ORGANIZATION, CONTRIBUTIONS TO WHICH ARE DEDUCTIBLE UNDER SECTION 170(C) OF THE CODE; AND AS AN ORGANIZATION THAT IS NOT A PRIVATE FOUNDATION AS DEFINED IN SECTION 509(A) OF THE CODE. ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA REQUIRE MANAGEMENT TO EVALUATE TAX POSITIONS TAKEN AND RECOGNIZE A TAX LIABILITY, IF THE WEITZMAN HAS TAKEN AN UNCERTAIN TAX POSITION THAT MORE LIKELY THAN NOT WOULD NOT BE SUSTAINED UPON EXAMINATION BY A GOVERNMENT AUTHORITY. MANAGEMENT HAS ANALYZED THE TAX POSITIONS TAKEN BY THE WEITZMAN AND HAS CONCLUDED THAT AS OF JUNE 30, 2022 AND 2021 THERE ARE NO UNCERTAIN POSITIONS TAKEN OR EXPECTED TO BE TAKEN THAT WOULD REQUIRE RECOGNITION OF A LIABILITY OR DISCLOSURE IN THE FINANCIAL STATEMENTS. THE WEITZMAN RECOGNIZES ACCRUED INTEREST AND PENALTIES ASSOCIATED WITH INCOME TAXES, IF ANY, AS PART OF ADMINISTRATIVE EXPENSES. THERE WERE NO INCOME TAX RELATED INTEREST AND PENALTIES RECORDED FOR EITHER OF THE YEARS ENDED JUNE 30, 2022 OR 2021 PART XI, LINE 2D - OTHER ADJUSTMENTS: GAIN ON FORGIVENESS OF DEBT -19,797,735. GAIN ON FORGIVENESS OF ACCOUNTS PAYABLE -2,759,514. LOSS ON DISPOSAL OF PROPERTY AND EQUIPMENT 66,915,599. ERC RECEIVED OFFSET AGAINST PAYROLL TAX EXPENSE 67,503. PART XII, LINE 4B - OTHER ADJUSTMENTS: RESTRUCTURING COSTS 320,105. INTEREST EXPENSE 248,147. DEPRECIATION 904,982. ERC RECEIVED OFFSET AGAINST PAYROLL TAX EXPENSE -67,503. X X X 1 WAKEBY FIRE & ASSOCIATES 22 BATES RD STE 295 MASHPEE MA 02649 DIRECT RESPONSE 0 0 133184 -133184 HARVEST FUND RAISING COUNSEL 82 COLONIAL DRIVE NEWTOWN PA 18940 DIRECT RESPONSE 0 0 25800 -25800 158984 -158984 AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY ONLY IN AMERICA GALA 716199 642699 73500 1965 56517 18357 93820 MIRACLE ON THE MALL 273371 215621 57750 1440 43290 9102 47382 989570 858320 131250 3405 99807 27459 141202 271873 -140623 X X 0 0 0 0 0 0 0 0 0 MIKHAIL GALPERIN CHIEF EXECUTIVE OFFICER 407891 0 0 0 0 0 11600 0 13387 0 432878 0 0 0 PAUL WAIMBERG CHIEF FINANCIAL OFFICER 190281 0 0 0 0 0 7711 0 17642 0 215634 0 0 0 JOSHUA PERELMAN CHIEF CURATOR, DIR. OF EXHIBITIONS 147332 0 0 0 0 0 5293 0 16514 0 169139 0 0 0 X 2 27199 HI-LOW DATE OF GIFT 0 1 0 PART I, COLUMN (B): THE NUMBER OF CONTRIBUTIONS ON LINE 9 COLUMN (B) REPRESENTS THE NUMBER OF UNIQUE STOCK CONTRIBUTIONS BY A DONOR. FORM 990, PART V, LINE 2B: THE ORGANIZATION IS A MEMBER OF INSPERITY, A NATIONAL CERTIFIED PROFESSIONAL EMPLOYER ORGANIZATION TO FACILITATE THE HUMAN RESOURCE FUNCTION. EMPLOYEE COMPENSATION AND BENEFITS, INCLUDING FICA, MEDICARE, HEALTHCARE, WORKER'S COMP AND OTHER BENEFITS ARE ALL INCLUDED IN THE SERVICE FEE. THEREFORE, WNMAJH DOES NOT FILE ITS OWN FORM 941 OR W-2S NOR DOES IT TRACK THESE EXPENSES BY INDIVIDUAL ACCOUNT. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY AN OUTSIDE ACCOUNTING FIRM AND IS REVIEWED INTERNALLY BY MANAGEMENT. THE FORM 990 IS PRESENTED TO THE AUDIT COMMITTEE FOR APPROVAL. ONCE APPROVED BY THE AUDIT COMMITTEE, THE BOARD OF TRUSTEES IS NOTIFIED THAT THE RETURN IS AVAILABLE FOR THEIR REVIEW. FORM 990, PART VI, SECTION B, LINE 12C WNMAJH INCORPORATES THEIR CONFLICT OF INTEREST POLICY WITHIN THE CODE OF ETHICS, REVISED AND APPROVED IN 1998. ALL NEW BOARD MEMBERS ARE INTRODUCED TO THE CONFLICT OF INTEREST POLICY AT THE BEGINNING OF THEIR TERM. NEW BOARD MEMBERS COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT AND ARE SUBMITTED TO MANAGEMENT FOR REVIEW AND FOLLOW-UP, IF REQUIRED. WNMAJH REQUIRES ALL BOARD MEMBERS TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT ANNUALLY. FORM 990, PART VI, SECTION B, LINE 15A THE PROCESS FOR DETERMINING THE COMPENSATION FOR THE ORGANIZATION'S TOP MANAGEMENT OFFICIALS IS THROUGH A RECOMMENDATION BY AN INDEPENDENT AD HOC COMPENSATION COMMITTEE. THE COMPENSATION COMMITTEE UTILIZES A QUALIFIED THIRD PARTY TO ASSIST IN THE COMPENSATION ANALYSIS AND DETERMINATION. THE BOARD REVIEWS AND APPROVES COMMITTEE RECOMMENDATIONS. FORM 990, PART VI, SECTION C, LINE 19 ALL INFORMATION IS AVAILABLE UPON REQUEST. FORM 990, PART VIII, LINE 11A: THE MUSEUM EMERGED FROM CHAPTER 11 BANKRUPTCY IN SEPTEMBER 2021, RECORDING A ONE-TIME NET LOSS OF $44,358,350, WHICH WAS THE RESULT OF THE COURT ORDERED BANKRUPTCY EXIT PLAN ACTIVITIES: A. THE BUILDING, WITH A NET BOOK VALUE OF $76,915,599, WAS SOLD FOR $10,000,000. B. SUBSEQUENT TO SALE, DEBT AND ACCOUNTS PAYABLE IN THE AMOUNT OF $22,557,249 WAS EXTINGUISHED AS PER TERMS OF THE BANKRUPTCY EXIT PLAN. LOSS ON RESTRUCTURING ($10,000,000 - $76,915,599 + $22,557,249) AMOUNT ON PART VIII LINE 7A REPRESENTS TOTAL DEEMED PROCEEDS FROM RESTRUCTURING. POST-BANKRUPTCY PROCEEDINGS, THE MUSEUM RE-PURCHASED THE BUILDING FOR APPROXIMATELY $10,200,000. FORM 990, PART XII, LINE 2C: THE AUDIT COMMITTEE ASSUMES THE RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT OF THE FINANCIAL STATEMENTS AND SELECTION OF THE INDEPENDENT AUDITOR. NO CHANGES HAVE BEEN MADE TO THIS PROCESS AS COMPARED TO THE PRIOR YEAR.