2020-05-07T17:58:55-05:00 2019-06-30 952302617 SINGERLEWAK LLP 10960 WILSHIRE BOULEVARD 7TH FLOOR LOS ANGELES CA 900243783 990 2018-07-01 526072925 THE AMERICAN FILM INSTITUTE AMER 3238568429 2021 NORTH WESTERN AVE LOS ANGELES CA 90027 LANG FREDRICKSON CFO 3238568429 2020-05-01 1 LIOR TEMKIN P00748170 3104773924 2020-05-01 206.169.119.90 2020-05-01 09:49:03 PD P 98A79E118508C6A4811BAC346136A21D253D7CCB 07FB853463BA11226BAA723CD136ED9893595DFB 2018 2020-09-23 17:36:50Z LANG FREDRICKSON 2021 NORTH WESTERN AVE LOS ANGELES CA 90027 43623047 0 X WWW.AFI.COM X 1967 DC THE AMERICAN FILM INSTITUTE ("AFI") IS A NATIONAL INSTITUTE PROVIDING LEADERSHIP IN SCREEN EDUCATION AND THE RECOGNITION AND CELEBRATION OF EXCELLENCE IN THE ART OF FILM, TELEVISION AND DIGITAL MEDIA. 67 66 535 319 47089 41480 13200837 12809680 19559553 19785217 893911 1252719 -244688 1200 33409613 33848816 1618789 1554880 0 0 16753149 18319494 108489 99509 3923240 14100949 13923549 32581376 33897432 828237 -48616 43349458 44376703 3799360 4966772 39550098 39409931 X THE AMERICAN FILM INSTITUTE ("AFI") IS A NATIONAL INSTITUTE PROVIDING LEADERSHIP IN SCREEN EDUCATION AND THE RECOGNITION AND CELEBRATION OF EXCELLENCE IN THE ART OF FILM, TELEVISION AND DIGITAL MEDIA. 0 0 15838280 1554880 14864437 SEE SCHEDULE O 7426763 3098230 SEE SCHEDULE O 2511069 1822550 SEE SCHEDULE O 634889 PRESERVATION AND DOCUMENTATION:-AFI COLLECTION: THIS VITAL AND INDISPENSABLE PART OF THE LIBRARY OF CONGRESS ARCHIVE CONTINUES TO ACQUIRE AND PRESERVE FILMS AS PART OF ITS ONGOING MISSION TO MAINTAIN AMERICA'S FILM HERITAGE. THE COLLECTION INCLUDES OVER 27,500 TITLES, CONSISTING PRIMARILY OF THEATRICAL FEATURES AND SHORTS, AS WELL AS SUBSTANTIAL NUMBERS OF NEWSREELS, DOCUMENTARIES AND TELEVISION PROGRAMS.-AFI CATALOG: THIS DEFINITIVE ONLINE DATABASE SETS THE STANDARD AS THE SOURCE FOR ACCURATE INFORMATION ON THE ENTIRE HISTORY OF AMERICAN FILM. IT HAS BEEN CALLED "THE AUTHORITATIVE OXFORD ENGLISH DICTIONARY OF AMERICAN FILM." 634889 26411001 1 1 0 0 0 0 0 0 0 1 1 0 0 0 0 1 1 0 0 0 0 0 0 1 1 0 0 0 1 1 0 0 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 1 256 0 1 535 1 1 1 0 0 0 0 1 1 0 0 0 0 0 0 X 67 66 0 0 1 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 AL AK AR CA CO CT GA HI IL KS LA ME MD MA MI MN NH NJ NM NY NC ND OH OK OR PA RI SC UT VA WA WV WI X X LANG FREDRICKSON-THE ORGANIZATION 3238568429 2021 NORTH WESTERN AVE LOS ANGELES CA 90027 KATHLEEN KENNEDY CHAIR,BOARD OF TRUSTEES(FROM 6/2019) 10.00 X X 0 0 0 SIR HOWARD STRINGER CHAIR,BOARD OF TRUSTEES('TIL 6/2019) 10.00 X X 0 0 0 ROBERT A DALY CHAIR, BOARD OF DIRECTORS 10.00 X X 0 0 0 JON AVNET VICE CHAIR, BOARD OF TRUST 5.00 X X 0 0 0 RICHARD FRANK VICE CHAIR, BOARD OF TRUST 5.00 X X 0 0 0 MARSHALL HERSKOVITZ VICE CHAIR, BOARD OF TRUST 5.00 X X 0 0 0 TOM POLLOCK VICE CHAIR, BOARD OF TRUST 5.00 X X 0 0 0 EDWARD ZWICK VICE CHAIR, BOARD OF TRUST 5.00 X X 0 0 0 JOHN BAILEY TRUSTEE 1.00 X 0 0 0 JEANINE BASINGER TRUSTEE 1.00 X 0 0 0 KATIE BAYNE TRUSTEE 1.00 X 0 0 0 HALLE BERRY TRUSTEE 1.00 X 0 0 0 GARY BIRKENBEUEL TRUSTEE 1.00 X 0 0 0 ROGER BIRNBAUM TRUSTEE 1.00 X 0 0 0 RICHARD BRANDT TRUSTEE 1.00 X 0 0 0 JIM BREYER TRUSTEE 1.00 X 0 0 0 JAMES L BROOKS TRUSTEE 1.00 X 0 0 0 GABRIELLE CARTERIS TRUSTEE 1.00 X 0 0 0 TOBY EMMERICH TRUSTEE 1.00 X 0 0 0 NANCY FISHER TRUSTEE 1.00 X 0 0 0 JIM GIANOPULOS TRUSTEE 1.00 X 0 0 0 DAVID A GOODMAN TRUSTEE 1.00 X 0 0 0 BONNIE HAMMER TRUSTEE 1.00 X 0 0 0 DR CARLA D HAYDEN TRUSTEE 1.00 X 0 0 0 JOHN HENDRICKS TRUSTEE 1.00 X 0 0 0 KAZUO HIRAI TRUSTEE 1.00 X 0 0 0 ALAN HORN TRUSTEE 1.00 X 0 0 0 GENE F JANKOWSKI TRUSTEE 1.00 X 0 0 0 PATTY JENKINS TRUSTEE 1.00 X 0 0 0 SCOTT KEOGH TRUSTEE 1.00 X 0 0 0 DONNA LANGLEY TRUSTEE 1.00 X 0 0 0 DEBRA L LEE TRUSTEE 1.00 X 0 0 0 LORI LEE TRUSTEE 1.00 X 0 0 0 EVA LONGORIA TRUSTEE 1.00 X 0 0 0 BRYAN LOURD TRUSTEE 1.00 X 0 0 0 MICHAEL LYNTON TRUSTEE 1.00 X 0 0 0 LORI MCCREARY TRUSTEE 1.00 X 0 0 0 RON MEYER TRUSTEE 1.00 X 0 0 0 JONATHAN MILLER TRUSTEE 1.00 X 0 0 0 JIM MOFFATT TRUSTEE 1.00 X 0 0 0 LESLIE MOONVES TRUSTEE 1.00 X 0 0 0 EDWARD JAMES OLMOS TRUSTEE 1.00 X 0 0 0 FREDERICK S PIERCE TRUSTEE 1.00 X 0 0 0 CECILIA DEMILLE PRESLEY TRUSTEE 1.00 X 0 0 0 KEVIN REILLY TRUSTEE 1.00 X 0 0 0 SHONDA RHIMES TRUSTEE 1.00 X 0 0 0 CHARLES RIVKIN TRUSTEE 1.00 X 0 0 0 JAY ROACH TRUSTEE 1.00 X 0 0 0 RICH ROSS TRUSTEE 1.00 X 0 0 0 DAVID RUBIN TRUSTEE 1.00 X 0 0 0 JILL SACKLER TRUSTEE 1.00 X 0 0 0 JOSH SAPAN TRUSTEE 1.00 X 0 0 0 TED SARANDOS TRUSTEE 1.00 X 0 0 0 FRANK SCHERMAN TRUSTEE 1.00 X 0 0 0 THOMAS SCHLAMME TRUSTEE 1.00 X 0 0 0 CHRIS SILBERMANN TRUSTEE 1.00 X 0 0 0 JADA PINKETT SMITH TRUSTEE 1.00 X 0 0 0 STACEY SNIDER TRUSTEE 1.00 X 0 0 0 STEVEN SPIELBERG TRUSTEE 1.00 X 0 0 0 KEVIN TSUJIHARA TRUSTEE 1.00 X 0 0 0 TONY VINCIQUERRA TRUSTEE 1.00 X 0 0 0 TODD WAGNER TRUSTEE 1.00 X 0 0 0 WILLIAM WANG TRUSTEE 1.00 X 0 0 0 HAYMA WASHINGTON TRUSTEE 1.00 X 0 0 0 GEORGE STEVENS JR TRUSTEE 1.00 X 0 0 0 JEAN PICKER FIRSTENBERG TRUSTEE 1.00 X 0 0 0 ROBERT GAZZALE PRESIDENT & CEO 38.00 X X 714783 0 9689 LANG FREDRICKSON CFO 38.00 X 281244 0 27005 RAYMOND BARRY DIR. AFI SILVER & CULTURAL CENTER 38.00 X 206872 0 7001 HOWELL BEGLE SECRETARY (UNTIL 12/2018) 5.00 X 0 0 0 P JOHN BURKE SECRETARY (FROM 1/2019) 5.00 X 0 0 0 NANCY HARRIS COO (UNTIL 12/2018) 38.00 X 411743 0 18067 RICHARD GLADSTEIN DEAN OF CONSERVATORY (UNTIL 11/2018) 38.00 X 457904 0 23745 ROSCHOUNE FRANKLIN CHIEF RESOURCE OFFICER 38.00 X 154268 0 10834 TOM WEST CHIEF ADVANCEMENT OFFICER 38.00 X 293591 0 27075 SCOTT BLY IT DIRECTOR (UNTIL 5/2019) 38.00 X 156979 0 32545 BRENT COLBY CORPORATE RELATIONS DIRECTOR 38.00 X 138920 0 13291 MICHAEL LUMPKIN AFI FESTIVALS DIRECTOR 38.00 X 181121 0 14646 CHRISTOPHER MERRILL AFI PRODUCTIONS DIRECTOR 38.00 X 188335 0 7456 JANICE SAN JOSE CONTROLLER 38.00 X 135739 0 16504 3321499 0 207858 17 0 1 0 DOLBY THEATRE 6801 HOLLYWOOD BLVD STE 180 HOLLYWOOD CA 90028 THEATRE RENTAL 518330 CHINESE THEATRES LLC 6925 HOLLYWOOD BLVD HOLLYWOOD CA 90028 THEATRE RENTAL 396310 JORDANAH INC 5318 E 2ND STREET 361 LONG BEACH CA 90803 EVENT MANAGEMENT 372114 JOE LEWIS COMPANY 12400 WILSHIRE BLVD 1275 LOS ANGELES CA 90025 EQUIPMENT RENTAL 339456 WOLFGANG PUCK CATERING 6801 HOLLYWOOD BLVD STE 513 HOLLYWOOD CA 90028 CATERING 287991 21 695974 1147420 983596 9982690 567423 12809680 EDUCATION & TRAINING 611430 14864437 14864437 EXHIBITION 611710 3098230 3098230 NATIONAL PROGRAMS 711110 1822550 1822550 19785217 435501 435501 275220 275220 43120 0 43120 43120 43120 10025235 9207073 944 818162 -944 817218 817218 82050 1147420 566214 -484164 -484164 OTHER INCOME 611710 119935 119935 WEBSITE ADVERTISING 541800 47089 47089 167024 33848816 19785217 47089 1206830 1554880 1554880 2431604 804928 1289903 336773 12260861 9473498 803525 1983838 168581 137104 6145 25332 1868586 1354235 224228 290123 1589862 1134194 204370 251298 89589 61523 23063 5003 199170 136776 51272 11122 99509 99509 1766648 1399472 351408 15768 112421 77203 28940 6278 1354662 905713 142904 306045 918373 717510 94486 106377 522536 468744 25943 27849 43055 43055 660716 510225 74849 75642 PRODUCTION COSTS 5381933 5186704 20196 175033 EQUIPMENT RENTAL & REPA 2387786 2231231 144895 11660 PRINTING & PUBLICATIONS 260943 78236 4074 178633 MISCELLANEOUS 225717 178825 29935 16957 33897432 26411001 3563191 3923240 7401937 6180741 1112366 726935 1091799 1006491 671352 680260 26101105 16900862 9292861 9200243 23405392 26189752 373751 392281 43349458 44376703 2497982 3394391 1301378 1572381 3799360 4966772 X 23684697 23265395 4785841 5103987 11079560 11040549 39550098 39409931 43349458 44376703 -48616 -91551 0 X 0 1 X 1 1 1 X 14141188 12508372 12399881 13200837 12809680 65059958 14141188 12508372 12399881 13200837 12809680 65059958 5974564 59085394 358497 464209 336094 538106 753841 2450747 17476 18212 16845 46847 47089 146469 68001 65144 138717 65224 119935 457021 68114195 92818044 0.86740 0.87630 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: EXPENSE REIMBURSEMENTS - 2014 AMOUNT: $ 15,758. 2015 AMOUNT: $ 26,303. MISCELLANEOUS - 2014 AMOUNT: $ 52,243. 2015 AMOUNT: $ 38,841. 2016 AMOUNT: $ 33,717. 2017 AMOUNT: $ 65,224. 2018 AMOUNT: $ 119,935. FILMING FEES - 2016 AMOUNT: $ 105,000. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 12614035 176230 560527 338190 13012602 11997003 120000 1197939 700907 12614035 11489725 160000 1727368 1380090 11997003 12099523 515110 -271500 853408 11489725 10850942 2215000 -216065 750354 12099523 0.04100 0.81240 0.14670 1 0 2345188 2345188 13949504 8123304 5826200 365010 361056 3954 5594052 5445563 148489 3847351 2970939 876412 9200243 X 35942347 -91551 3002445 566214 3477108 32465239 1383577 1383577 33848816 36082514 3002445 566214 3568659 32513855 1383577 1383577 33897432 PART V, LINE 4: ENDOWMENT FUNDS WILL BE USED TO FURTHER THE INSTITUTE'S STATED MISSION AND ITS RELATED PROGRAMS AND ACTIVITIES. PART X, LINE 2: THE INSTITUTE IS EXEMPT FROM INCOME TAXES UNDER INTERNAL REVENUE CODE 501(C)(3) AND CALIFORNIA REVENUE AND TAXATION CODE 23701(D). MANAGEMENT HAS ANALYZED THE TAX POSITIONS TAKEN BY THE INSTITUTE AND HAS CONCLUDED THAT, AS OF JUNE 30, 2019 AND 2018, 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 INSTITUTE IS SUBJECT TO ROUTINE AUDITS BY TAXING JURISDICTIONS; HOWEVER, THERE ARE CURRENTLY NO AUDITS FOR ANY TAX PERIODS IN PROGRESS. PART XI, LINE 2D - OTHER ADJUSTMENTS: SPECIAL EVENT EXPENSES 566,214. PART XI, LINE 4B - OTHER ADJUSTMENTS: SCHOLARSHIP GRANTS 1,348,835. INVESTMENT EXPENSE 34,742. PART XII, LINE 2D - OTHER ADJUSTMENTS: SPECIAL EVENT EXPENSES 566,214. PART XII, LINE 4B - OTHER ADJUSTMENTS: SCHOLARSHIP GRANTS 1,348,835. INVESTMENT EXPENSE 34,742. X X X X X X X 1 AVALON CONSULTING GROUP 805 15TH STREET NW 700 WASHINGTON DC 20005 FUNDRAISING 0 661575 87943 573632 DONOR SERVICES GROUP 6715 W SUNSET BLVD LOS ANGELES CA 90028 FUNDRAISING 0 8315 11566 -3251 669890 99509 570381 AL AK AR CA CO CT GA HI IL KS LA ME MD MA MI MN NV NH NJ NM NY NC ND OH OK OR PA RI SC UT VA WA WV WI AFI LIFE ACHIEVEMENT AWARD 1229470 1147420 82050 566214 1229470 1147420 82050 566214 566214 -484164 1 CONSERVATORY GRANTS 43 206045 0 CASH GRANTS N/A SCHOLARSHIP GRANTS 99 1348835 0 CASH GRANTS N/A PART I, LINE 2: WE MAINTAIN RECORDS OF GRANTS IN OUR FUNDRAISING DATABASE, TESSITURA. WE HAVE A SELECT NUMBER OF AWARDS WE GIVE TO FELLOWS AND THEIR THESIS PROJECTS. EACH AWARD HAS ITS OWN APPLICATION PROCESS, USUALLY REQUIRING A LETTER AND SCRIPT SAMPLE. X X X X 1 0 0 0 0 0 0 0 0 ROBERT GAZZALE PRESIDENT & CEO 714783 0 0 0 0 0 8250 0 1439 0 724472 0 0 0 LANG FREDRICKSON CFO 281244 0 0 0 0 0 8250 0 18755 0 308249 0 0 0 RAYMOND BARRY DIR. AFI SILVER & CULTURAL CENTER 206872 0 0 0 0 0 6214 0 787 0 213873 0 0 0 NANCY HARRIS COO (UNTIL 12/2018) 411743 0 0 0 0 0 8250 0 9817 0 429810 0 0 0 RICHARD GLADSTEIN DEAN OF CONSERVATORY (UNTIL 11/2018) 457904 0 0 0 0 0 0 0 23745 0 481649 0 0 0 ROSCHOUNE FRANKLIN CHIEF RESOURCE OFFICER 154268 0 0 0 0 0 4666 0 6168 0 165102 0 0 0 TOM WEST CHIEF ADVANCEMENT OFFICER 293591 0 0 0 0 0 8250 0 18825 0 320666 0 0 0 SCOTT BLY IT DIRECTOR (UNTIL 5/2019) 156979 0 0 0 0 0 5074 0 27471 0 189524 0 0 0 BRENT COLBY CORPORATE RELATIONS DIRECTOR 138920 0 0 0 0 0 4248 0 9043 0 152211 0 0 0 MICHAEL LUMPKIN AFI FESTIVALS DIRECTOR 181121 0 0 0 0 0 5485 0 9161 0 195767 0 0 0 CHRISTOPHER MERRILL AFI PRODUCTIONS DIRECTOR 188335 0 0 0 0 0 5688 0 1768 0 195791 0 0 0 JANICE SAN JOSE CONTROLLER 135739 0 0 0 0 0 4296 0 12208 0 152243 0 0 0 PART I, LINE 4A PER A CONFIDENTIALITY AGREEMENT SIGNED BY THE ORGANIZATION, THE SEVERANCE PACKAGE PAID TO EMPLOYEES ARE NOT OPEN FOR PUBLIC INSPECTION. ROBERT GAZZALE PRESIDENT & CEO 180000 SEE PART VTHE ORGANIZATION PAID THE OFFICER FOR PROFESSIONAL SERVICES REGARDING PRODUCTION AND WRITING SERVICES. THIS AMOUNT IS ALREADY INCLUDED AS PART OF THE $714,783 DISCLOSED ON FORM 990 PART VII AND SCHEDULE J PART II. 0 X 58 567423 FMV 0 0 0 1 PART I, LINE 32B: THE ORGANIZATION'S INVESTMENT MANAGERS AUTOMATICALLY SELL ALL STOCK CONTRIBUTIONS RECEIVED BY ORGANIZATION AS SOON AS THEY ARE MADE AVAILABLE. FORM 990, PART III, LINE 4A, DESCRIPTION OF PROGRAM SERVICE: EDUCATION AND TRAINING: -AFI CONSERVATORY: THIS WORLD-RENOWNED FILM CONSERVATORY IS DEVOTED EXCLUSIVELY TO HANDS-ON LEARNING IN COLLABORATION WITH MASTER FILMMAKERS. OFFERING A TWO-YEAR ACCREDITED MFA PROGRAM, DEGREES ARE GRANTED IN SIX FILMMAKING DISCIPLINES - CINEMATOGRAPHY, DIRECTING, EDITING, PRODUCING, PRODUCTION DESIGN AND SCREENWRITING. THE AFI CONSERVATORY'S EXTRAORDINARY ALUMNI TESTIFY TO THE VALUE OF THE EXPERIENCE. -DIRECTING WORKSHOP FOR WOMEN: DEDICATED TO INCREASING THE NUMBER OF WOMEN WORKING PROFESSIONALLY AS DIRECTORS, THIS TUITION-FREE PROGRAM REMAINS THE ONLY ONE OF ITS KIND IN THE NATION. FORM 990, PART III, LINE 4B, DESCRIPTION OF PROGRAM SERVICE: EXHIBITION: -AFI ON SCREEN: AS THE LARGEST NONPROFIT FILM EXHIBITOR IN THE UNITED STATES, AFI ON SCREEN ENCOMPASSES: -AFI FEST - THIS IS ONE OF THE MOST INFLUENTIAL FILM FESTIVALS IN NORTH AMERICA, FEATURING A RICH SLATE OF 100 FILMS OVER 8 DAYS. IT COMBINES PRE-AWARDS SEASON RED CARPET PREMIERES WITH GLOBAL SHOWCASES OF THE BEST IN CONTEMPORARY CINEMA. -AFI SILVER THEATRE AND CULTURAL CENTER - THIS FILM AND VIDEO EXHIBITION SPACE OFFERS AN UNSURPASSED, RICHLY ECLECTIC PROGRAM OF INTERNATIONAL FIRST-RUN AND REPERTORY CINEMA - THE AFI SILVER CONNECTS A DIVERSE REGIONAL AUDIENCE WITH THE BEST THE ART FORM HAS TO OFFER IN A STATE-OF-THE-ART AND ARCHITECTURALLY SIGNIFICANT SCREENING ENVIRONMENT, IN SILVER SPRING, MARYLAND. THE THREE SCREENS ARE OPEN 365 DAYS A YEAR. -AFI DOCS - A PLATFORM FOR THE BEST NEW DOCUMENTARIES, AFI DOCS CELEBRATES THE POWER OF NON-FICTION STORYTELLING. FORM 990, PART III, LINE 4C, DESCRIPTION OF PROGRAM SERVICE: NATIONAL PROGRAMS: -AFI LIFE ACHIEVEMENT AWARD: ESTABLISHED IN 1973, THIS WAS THE FIRST AWARD TO RECOGNIZE A FILM ARTIST'S BODY OF WORK THAT HAS "STOOD THE TEST OF TIME". IT REMAINS THE HIGHEST HONOR FOR A CAREER IN FILM. -AFI AWARDS (REVENUES & EXPENSES INCLUDED UNDER SPECIAL EVENTS): AN ALMANAC FOR THE 21ST CENTURY, AFI AWARDS RECORDS AND PRESERVES AMERICA'S CULTURAL LEGACY BY HONORING EXCELLENCE IN THE MOVING IMAGE ARTS AND DOCUMENTING AFI MOMENTS OF SIGNIFICANCE FOR THE YEAR. IT IS THE ONLY FORM OF NATIONAL RECOGNITION THAT ACKNOWLEDGES THE COLLABORATIVE NATURE OF FILM AND TELEVISION BY HONORING THE CREATIVE ENSEMBLES AS A WHOLE. FORM 990, PART VI, SECTION A, LINE 4 DURING THE FISCAL YEAR END JUNE 30, 2019, THE ORGANIZATION AMENDED ITS BYLAWS TO MAKE THE NECESSARY CHANGES IN ORDER TO COMPLY WITH THE MOST RECENT VERSION OF THE WASHINGTON, D.C. CORPORATIONS CODE 29401 ET SEQ (THE "CODE") APPLICABLE TO NON-PROFIT CORPORATIONS. BELOW IS A SUMMARY OF THE CHANGES MADE TO THE BYLAWS: - NUMBER OF TRUSTEES: THE MINIMUM NUMBER OF TRUSTEES HAS BEEN REDUCED FROM 50 TO 40. THE MAXIMUM NUMBER OF TRUSTEES WILL REMAIN 75. THE DIRECTORS BELIEVE 40 IS A SUFFICIENT MINIMUM NUMBER OF TRUSTEES TO SERVE THE CORPORATION'S PURPOSES. - SELECTION AND TENURE OF OFFICE: CURRENTLY, TRUSTEES ARE LIMITED TO SERVING THREE CONSECUTIVE THREE YEAR TERMS BEFORE THEY ARE REQUIRED TO TAKE A ONE YEAR ABSENCE FROM THE BOARD AND THEN THEY ARE ELIGIBLE FOR RE-ELECTION. THE DIRECTORS PROPOSE ELIMINATING THE REQUIREMENT OF A ONE-YEAR ABSENCE BECAUSE IT IS NOT IN THE BEST INTERESTS OF THE CORPORATION IN SOME INSTANCES. THE DIRECTORS BELIEVE THAT QUALIFIED INDIVIDUALS SHOULD NOT BE PROHIBITED FROM BEING RE-ELECTED TO THE BOARD OF TRUSTEES AFTER THE EXPIRATION OF THE THREE YEAR TERM. - ANNUAL MEETING: THE REQUIREMENT IN THIS SECTION OF NO LESS THAN 60 DAYS NOTICE OF THE ANNUAL MEETING HAS BEEN ELIMINATED BECAUSE IT IS DUPLICATIVE OF ARTICLE IV PARAGRAPH 9. - QUORUM: CURRENTLY ARTICLE IV PARAGRAPH 10 PERMITS BUSINESS TO BE CONDUCTED AT A MEETING OF THE BOARD OF TRUSTEES AT WHICH QUORUM WAS INITIALLY PRESENT NOTWITHSTANDING THE SUBSEQUENT WITHDRAWAL OF TRUSTEES FROM SUCH MEETING. THIS PROVISION HAS BEEN REMOVED IN ORDER TO COMPORT WITH 29-406.24(C) OF THE CODE, WHICH PROVIDES THAT ACTIONS OF THE BOARD OF TRUSTEES MAY BE APPROVED BY A MAJORITY OF TRUSTEES IN ATTENDANCE AT A MEETING IF A QUORUM IS PRESENT WHEN A VOTE IS TAKEN. - COMMITTEES: LANGUAGE HAS BEEN ADDED WHICH GRANTS THE BOARD OF TRUSTEES THE AUTHORITY TO CREATE ADVISORY COMMITTEES THAT ARE NOT REQUIRED TO BE COMPRISED SOLELY OF TRUSTEES PER THE CODE 29-406.25. PLEASE NOTE THAT PURSUANT TO CODE 29-406.25, AN ADVISORY COMMITTEE SHALL NOT (I) BE A COMMITTEE OF THE BOARD OF TRUSTEES OR (II) EXERCISE ANY OF THE POWERS OF THE BOARD OF TRUSTEES. - EXECUTIVE COMMITTEE / BOARD OF DIRECTORS THE NUMBER OF REQUIRED DIRECTOR'S MEETINGS HAS BEEN REDUCED FROM THREE TO TWO IN ORDER TO BE CONSISTENT WITH THE NUMBER OF REQUIRED TRUSTEE'S MEETINGS. THIS SECTION HAS BEEN AMENDED TO ELIMINATE THE REQUIREMENT OF A ONE-YEAR ABSENCE AT THE END OF THREE CONSECUTIVE THREE YEAR TERMS TO MAKE IT CONSISTENT WITH THE REVISIONS DESCRIBED ABOVE REGARDING TRUSTEES. THE DIRECTORS BELIEVE THAT QUALIFIED INDIVIDUALS SHOULD NOT BE PROHIBITED FROM BEING RE-ELECTED TO THE BOARD OF DIRECTORS AFTER THE EXPIRATION OF THE THREE YEAR TERM. REFERENCES TO CHAIRPERSONS EMERITI IN THIS SECTION HAVE BEEN ELIMINATED BECAUSE THEY ARE DUPLICATIVE OF THE PROVISIONS CONTAINED IN ARTICLE V PARAGRAPHS 7 AND 8 (DISCUSSED BELOW). - EX-OFFICIO: CURRENTLY, THE BYLAWS PROVIDE THAT THE CEO AND PRESIDENT CAN BE ELECTED AS EX-OFFICIO TRUSTEES. WE RECOMMEND ADDING TO THIS LIST THAT OTHER EMPLOYEES AND GOVERNMENT OFFICIALS MAY BE ELECTED AS EX-OFFICIO TRUSTEES. WE HAVE ALSO PROVIDED THAT EX-OFFICIO TRUSTEES MAY BE APPOINTED BY A TWO-THIRDS VOTE OF TRUSTEES. THE CURRENT BYLAWS ARE SILENT ON THE THRESHOLD FOR APPROVAL OF EX-OFFICIO TRUSTEES. - LIFETIME TRUSTEES: THE CURRENT BYLAWS PROVIDE FOR LIFETIME TRUSTEES WITH VOTING PRIVILEGES. UNDER THE CODE 29-406.05, THE TERM OF ANY TRUSTEE MAY NOT EXCEED FIVE YEARS AND LIFETIME TRUSTEES WITH VOTING RIGHTS WOULD BE SUBJECT TO THIS RESTRICTION. HOWEVER, LIFETIME TRUSTEES WITHOUT VOTING RIGHTS COULD REMAIN LIFETIME TRUSTEES WITHOUT THE NEED FOR PERIODIC RENEWALS. ACCORDINGLY, WE HAVE AMENDED THE PROVISION TO REQUIRE THAT THE TRUSTEES WILL NEED TO RE-APPROVE A LIFETIME TRUSTEE'S VOTING RIGHTS AT LEAST EVERY FIVE YEARS. ADDITIONALLY, THE PROPOSED BYLAWS HAVE BEEN AMENDED TO CLARIFY THAT LIFETIME TRUSTEES MAY BE ELECTED BY A TWO-THIRDS (2/3) VOTE OF TRUSTEES PRESENT AT A MEETING DULY HELD AT WHICH A QUORUM IS PRESENT. - HONORARY TRUSTEES: THE CURRENT BYLAWS PERMIT HONORARY TRUSTEES BUT DO NOT PROVIDE FOR ANY SPECIFIC RIGHTS WITH RESPECT TO HONORARY TRUSTEES. THIS SECTION HAS BEEN CLARIFIED TO PROVIDE THAT THE CATEGORY OF HONORARY TRUSTEE HAS A ONE-YEAR TERM, DOES NOT HAVE VOTING RIGHTS, AND IS ELECTED BY A MAJORITY VOTE OF TRUSTEES. PLEASE NOTE THAT HONORARY TRUSTEES HAVE HISTORICALLY BEEN AFI LIFE ACHIEVEMENT AWARD RECIPIENTS. - TRUSTEES EMERITUS: CURRENTLY, APPOINTMENT TO THE POSITION OF TRUSTEE EMERITUS REQUIRES APPROVAL OF 75% OF THE TRUSTEES PRESENT AT A MEETING. THE THRESHOLD HAS BEEN REVISED TO PROVIDE THAT TRUSTEE EMERITUS MAY BE APPOINTED WITH APPROVAL OF TWO-THIRDS MAJORITY OF THE TRUSTEES PRESENT AT A MEETING DULY HELD AT WHICH A QUORUM IS PRESENT (AS OPPOSED TO 75%). - CHAIRPERSONS OF THE BOARD OF DIRECTORS AND THE BOARD OF TRUSTEES: THE CURRENT BYLAWS PROVIDE THAT TRUSTEES AND DIRECTORS WHO HAVE SERVED AS CHAIRPERSON ARE ELIGIBLE TO BE ELECTED CHAIRPERSON EMERITUS WHEN THEIR TERM AS CHAIRPERSON IS COMPLETED, AND THAT SUCH ELECTION REQUIRES APPROVAL OF SEVENTY-FIVE PERCENT (75%) OF TRUSTEES PRESENT AT A MEETING. THIS LANGUAGE HAS BEEN REVISED TO PROVIDE THAT A CHAIRPERSON WHO HAS MADE A SIGNIFICANT CONTRIBUTION TO THE WORK OF THE AMERICAN FILM INSTITUTE MAY BE ELECTED CHAIRPERSON EMERITUS. APPROVAL OF CHAIR EMERITUS STATUS MUST BE APPROVED BY A TWO-THIRDS (2/3) VOTE OF TRUSTEES PRESENT AT A MEETING DULY HELD AT WHICH A QUORUM IS PRESENT. THE DIRECTORS BELIEVE THE BOARD OF TRUSTEES SHOULD HAVE THE AUTHORITY TO APPOINT CHAIRPERSON EMERITUS IN ORDER TO RECOGNIZE SIGNIFICANT CONTRIBUTIONS TO THE CORPORATION. ADDITIONALLY, THE CURRENT BYLAWS PROVIDE FOR CHAIR EMERITI WITH VOTING PRIVILEGES. UNDER THE CODE 29-406.05, THE TERM OF ANY TRUSTEE MAY NOT EXCEED FIVE YEARS AND CHAIR EMERITI WITH VOTING RIGHTS WOULD BE SUBJECT TO THIS RESTRICTION. HOWEVER, CHAIR EMERITI WITHOUT VOTING RIGHTS COULD REMAIN CHAIR EMERITI WITHOUT THE NEED FOR PERIODIC RENEWALS. ACCORDINGLY, WE HAVE AMENDED THE PROVISION TO REQUIRE THAT THE TRUSTEES WILL NEED TO RE-APPROVE A CHAIRPERSON EMERITUS VOTING RIGHTS AT LEAST EVERY FIVE YEARS. - INDEMNIFICATION: THE INDEMNIFICATION SECTION OF THE BYLAWS HAS BEEN REVISED TO ALIGN IT WITH THE INDEMNIFICATION LANGUAGE PROVIDED IN CODE 29-406.50 ET SEQ. INDEMNIFICATION IS ONLY PERMITTED, AND NOT REQUIRED, PURSUANT TO THE SECTION AS REVISED. FORM 990, PART VI, SECTION B, LINE 11B THE INSTITUTE ENGAGES A CPA FIRM TO PREPARE THE FIRST DRAFT OF THE FORM 990 BASED ON INFORMATION PROVIDED BY THE INSTITUTE'S FINANCE DEPARTMENT. THE FIRST DRAFT IS REVIEWED BY THE CEO AND CFO. THE FORM 990 IS THEN PRESENTED TO THE AUDIT COMMITTEE FOR REVIEW AND APPROVAL. A FINAL DRAFT IS MADE AVAILABLE TO ALL TRUSTEES USING THE INSTITUTE'S SECURE INTRANET SITE FOR REVIEW AND COMMENTS BEFORE IT IS ELECTRONICALLY FILED. FORM 990, PART VI, SECTION B, LINE 12C THE INSTITUTE'S CONFLICT OF INTEREST POLICY INCLUDES FORMAL POLICIES AND PROCEDURES ON DISCLOSING POSSIBLE CONFLICTS. ANY POTENTIAL CONFLICTS ARE REQUIRED TO BE DISCLOSED IN WRITING ON AN ANNUAL BASIS. FORM 990, PART VI, SECTION B, LINE 15 THE HUMAN RESOURCE DEPARTMENT RESEARCHES AND SUMMARIZES COMPENSATION FROM THE COMPETITIVE SET FOR THE ROLE. THE COMPENSATION COMMITTEE (PRESIDENT/CEO, CHAIRMAN OF BOARD OF DIRECTORS, VICE CHAIRMAN OF BOARD OF DIRECTORS - MINIMUM OF AT LEAST TWO OR MORE, WITH PRESIDENT/CEO EXCLUDED FROM THEIR OWN ROLE) REVIEW THE PROPOSED SALARY FOR THE AFI ROLE AGAINST THE COMPETITIVE SET DATA PROVIDED BY HUMAN RESOURCES. BASED ON THE REVIEW OF THE DATA THE COMMITTEE APPROVES OR MAKE CHANGES AS DEEMED NECESSARY TO THE PROPOSED COMPENSATION FOR THE AFI ROLE. FORM 990, PART VI, SECTION C, LINE 19 ALL GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, INFORMATIONAL RETURNS AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. THE FORM 990 IS ALSO AVAILABLE FOR PUBLIC INSPECTION ON WWW.GUIDESTAR.ORG.