KENTUCKY SHAKESPEARE

EXECUTIVE COMMITTEE MEETING

Attending Board Members President, Marjorie Dufek, President Elect, Allen Harris Treasurer, Donovan Hayslip Secretary, Ziggy Zubric Strategic Chair, Karen Richardson Thursday, August 16th, 2012

Staff Attendees Producing Artistic Director, Brantley Dunaway The meeting was held at the 2nd floor conference room of ArtSpace and commenced at 3:05. The agenda was to solicit Mr. Dunaways responses on a memo that summarized allegations made by multiple former staff members (see Appendix A). Beginning on July 23, several former staff members came forward to express complaints and frustrations about Mr. Dunaway. The former staff members were all interviewed by President Elect Harris, and he crafted the memo that was delivered to Mr. Dunaway at 9am on the morning of the meeting. President Dufek explained that the purpose of the meeting was to allow Mr. Dunaway the opportunity to respond to the memo. Mr. Dunaway proceeded to provide a point-by-point discussion, detailed below. 1. Brantleys comments, attempts at humor, etc., are often inappropriate and sexually charged. He often comments or inquires about personal relationships. Everyone I spoke to (except Source4) mentioned this, often at length. Mr. Dunaway agreed that it is a sexually charged environment. He admitted to inappropriate jokes and acknowledged that it is wrong, and that he should have set a different tone. However, he qualified this by noting that theatre is a different environment than most professional settings, and he asked that his comments be placed in that context. He reported that he is frequently the victim of lewd jokes and inappropriate physical behavior. He stated that as a leader, he should not have participated in such behavior, but asserted that this is very common in the industry, as work relationships often become very intimate, as the employees are often kissing and sharing their emotions in their line of work. Mr. Dunaway shared a few anecdotes of lewd behavior by other former staff members as a way of demonstrating how common it is. When asked if he inquires about employees personal relationships, he replied, Absolutely, and discussed several instances of employees being visibly upset by their personal situations. He stated that it was his responsibility to discuss the matters and to probe the relationships that his employees were having with other employees. A group discussion ensued, and it was difficult for Mr. Dunaway to clarify why he would pry for information on relationships that involved two employees, as opposed to others that only involved one employee. He characterized his involvement as being a compassionate friend. He also stated that former

employees often divulged personal information voluntarily, suggesting that he was merely listening, not probing. 2. Everyone also complains of Brantleys tendency to yell and scream at employees in front of others, as well as his tendency to go from friendly to furious at an employee in a matter of days,if not less. Mr. Dunaway began, Yes, I have a temper. He related a story about him losing his cookies with Ms. Lenae Price during a heated argument over the picture to use for the cover of the program. He recalled another instance of blowing up on Mr. Joe Gilbert for not performing his job well. He also claimed that there have been numerous explosive moments among staff members that had nothing to do with him, as a way of implying that its the result of working in a high-pressure atmosphere. Mr. Dunaway was asked if he had promised Ms. Price that her benefits would remain in place until September. He explained that this arrangement was forfeited when Ms. Price quit. When told of the recording that Ms. Price claims to possess, he replied, I would like a copy of that recording. 3. Employees, both seasonal and full-time, were used as babysitters for the Dunaway children and paid by Kentucky Shakespeare. This was booked as seasonal labor. Four sources all confirm this. Mr. Dunaway began, Yes, thats true, and he discussed multiple occasions where he required babysitting in order to attend events to promote the organization. He claimed that his wife has become a face of the organization, implying that her attendance at events also promoted the improvement of the organization, thus justifying the expense. As an example, he stated that Culver and Lourdes Halliday are on the board because of his wifes efforts, and he noted the amount of revenue that relationship has brought to the organization. Secretary Zubric asked Mr. Dunaway if he ever employed subterfuge in paying for his baby-sitting. Mr. Dunaway denied this. He also stated that he is forbidden from opening mail, categorizing expenses, and other activities that may have allowed him to conceal any babysitting payments. Mr. Dunaway stated that he had no idea how his babysitting expenses were entered into QuickBooks because Mr. Gilbert was in charge of that and had a system in place. Mr. Dunaway was asked if he has a login to QuickBooks, and he denied having one. [Later, after Mr. Dunaway left the room, Treasurer Hayslip claimed that he has personally witnessed Mr. Dunaway in the company QuickBooks.] 4. Madison Dunaway has an iPhone paid for by Kentucky Shakespeare. Two sources confirm this. Mr. Dunaway said that this is accurate. He claimed that equity actors contracts stipulate that they must be provided a cell phone if they request one. During the 2011 season, one of the actors requested one, and it was provided. Mr. Dunaway said that the phone was added to the organizations family plan, and only costs $9.99 a month. He said that terminating the phone would have cost the organization money, so it sat in a drawer for a while until he decided to provide it to his wife, since it was already paid for and not being used. 5. Brantley often refuses to provide itemized receipts for expenses. Two sources both complain of this.

3:33- Mr. Dunaway said that this accusation is not true. He asserted that Mr. Gilbert has a system and codes. 6. The Dunaways use the company account at Highland Cleaners for their personal dry cleaning. This practice eliminated an $800 credit balance from the end of the 2011 summer season until the beginning of the 2012 summer. Typically this balance is used to barter for a playbill ad. Two sources confirm this. Mr. Dunaway claimed that this allegation is absolutely not true. He explained that the organization typically swaps ads for cleaning services. He admitted to putting a sport coat, a shirt, and a suit into a company pile once, but argued that he could not have possibly spent that much money in dry cleaning. He stated that he has a personal account at the same drycleaner. 7. Brantley often uses the company van for personal use, including a vacation. Source2 and Source3 confirm this. Mr. Dunaway began, That is not true; well, its true and not true. He explained that he used the van to move organizational material to his home to store in his basement. He then added, I may have used it for personal use. He stated that it is a common practice and claimed that equity actors need to have access to transportation, and that they are allowed to check the vans out for use. He claimed to have never used the van for family vacations, but noted that he did drive it to Greensville, South Carolina. Mr. Dunaway claimed that he has a cousin there owns a mechanic shop, and that this cousin provided $1,500 of free work on the van. Mr. Dunaway described the overall trip as an easy way to save money. 8. The company credit card is often used for personal expenses. Two sources confirm this. Mr. Dunaway stated, Absolutely not in response to this charge, and he requested an example. He stated that his worse transgression in this area is forgetting to hit print receipt at a gas station. 9. Kentucky Shakespeare paid for expenses related to the University of Virginia production, including hotel and t-shirts. Two sources confirm this. Mr. Dunaway admitted to purchasing the shirts, claiming that they sported the organizations logo. He stated, I did it for the PR value, and he stated that it led to future contacts helpful to the organization, such as a fight choreographer. You [the organization] paid for one set of hotels, not all of them. I was down there a couple of times. He claimed that the organization only paid for a few extra nights of a hotel after his University of Virginia job was complete, stating that he remained to talk with a contact from another Shakespeare festival, and to connect with a member of the Brown family as a way to network the organization. Again, he stipulated that these meetings and these expenses occurred after his work at the University of Virginia. 10. Brantley spent $750 for fireworks for a company 4th of July party. Two sources confirm this. Mr. Dunaway admitted to hosting a staff bbq, and claimed that the money for this event is in the budget, and is actually less than was budgeted for the event. He noted that he used to host several small staff events, but decided this year to host a single big one. He clarified that the expenses included all bbq material, not just fireworks.

1. In 2010, a $1000 check was issued to either Brantley or Madison. The explanation provided was that it was for moving expenses and was authorized by the Board. This was a legitimate payment as stipulated by his contract, and corroborated by President Dufek. 2. Amy Parks was the artist who painted the series of 4 paintings that was to be auctioned off in the park last summer. I dont recall if they were actually sold/auctioned. She repeatedly called to ask for either payment or her paintings, but was rebuffed. It is possible Brantley has one of the paintings in his house. Mr. Dunaway claimed that his wife is friends with the artist, and that his family was gifted one of her paintings which had nothing to do with the organization. Later, she created one or more paintings for the organization with the concept that they would be auctioned off. Mr. Dunaway claims that the auction never occurred, and that all the paintings were returned to the artist. Again, the single painting from the artist that is in his home was a personal gift with nothing to do with the organization. 3:52- Ms. Richardson summarized the issues into two broad categories, HR issues and financial issues. She asserted the need for the board to put new controls in place. Mr. Dunaway replied, Thats great. He added, Its great to sit down and address these issues. 3:54- Mr. Dunaway accused Secretary Zubric of launching an investigation against him. President Elect Harris clarified that Secretary Zubric was initially approached by a former employee, but that Secretary Zubric directed that employee to speak with President Elect Harris. President Elect Harris explained that he interviewed that former employee, and that the former employee suggested that he interview several other former employees for corroboration. Mr. Harris agreed to do so, and personally conducted all the interviews. I have attached copies of articles referencing Brantleys tenure at previous organizations which, while purely circumstantial, suggest that some of his previous organizations have had similar issues. One of the sources provided these to a Board Member. I have also attached a copy of his contract. These articles appear in Appendix B at the end of this document. Mr. Dunaway voluntarily addressed these at this point of the meeting. He expressed resentment at these articles being shared, characterizing their dissemination as libelous and inappropriate. Regarding the Foothill Theatre, he claimed that he was hired as a consultant. He claims to have made specific recommendations that they needed to follow to avoid catastrophe (he did not stipulate what these recommendations were), and that the organization chose to ignore his recommendations. He resigned, and he claims that that organizations difficult times occurred because they ignored his advice. To corroborate his story, he claimed that the bookkeeper from Foothill works with him. In terms of the Denver Civic Theatre, Mr. Dunaway claimed that the attack on 9/11 collapsed arts communities across the country. He admitted to making a mistake in signing several commitments a year out, and these commitments caused damage when they could not be met, allegedly due to the arts community slowdown following 9/11. 4:00- Secretary Zubric inquires why Mr. Dunaway believed that there had been an investigation launched against him by Mr. Zubric. Mr. Dunaway repeatedly asserted, No comment.

President Dufek then informed Mr. Dunaway that the board meeting scheduled at 5pm that day had been switched to an executive session. 4:02- Mr. Dunaway exited the room. The Executive Committee discussed their thoughts from the interview. President Dufek noted that the mere existence of the allegations suggests that Mr. Dunaways financial transactions and responsibilities are not clearly delineated, thus creating an appearance of impropriety, even if there is no impropriety. Treasurer Hayslip claimed to have personally witnessed Mr. Dunaway in the organizations QuickBooks account, and it was suggested that Mr. Dunaway is using a former employees login information. Treasurer Hayslip again stated that he is sure that Mr. Dunaway has access to QuickBooks. President Dufek stated that cash flow is poorly managed, and the committee agreed that bookkeeping cannot be a function of the office staff. President Dufek summarized the boards decision as: Do you think hes an honest person or not? The committee expressed surprise that Mr. Gilbert never felt comfortable discussing his concerns with Treasurer Hayslip while he was still a paid employee. The committee discussed the need to make future employees aware of their access to the board of directors, and to assure them that they can always express any concerns to the board. The committee discussed Mr. Dunaways alleged belief (based on the claims of former employees) that he was sold a false bill of goods by the organization. Secretary Zubric suggested that Mr. Dunaways alleged belief in being misled by the board during the hiring process could explain his sense of entitlement to use organizational funds for his babysitting, his wifes phone, his dry cleaning, etc. There was agreement on this. President Elect Harris noted that, during the interview process, Mr. Dunaway was shown the offices, the stage at the park, and the financial resources, and that the size, scope, and health of the organization were patently and fairly represented to Mr. Dunaway. Thus, he saw no reason why Mr. Dunaway should harbor this belief. There was agreement on this. President Elect Harris noted that the dismissal of Mr. Dunaway could impact relationships in the community. He stated his understanding from Mr. Dunaway that Brown-Forman employee Mr. Jim Welch had agreed to solicit $500,000 in commitments by January 1, 2013. President Dufek, who recently spoke with Mr. Welch, clarified that this commitment had explicitly not been made, and that the matter was still unresolved and speculative. President Dufek also said that during her discussion with Mr. Welch, the topic had been raised on whether or not Mr. Dunaway is up for such a stressful position. President Dufek presented the Executive Committees recommendation to the board (see Appendix C at the end of this document). It was noted that February is a natural cut-off point, as the board needs to decide by then whether to renew Mr. Dunaways contract or not. The committee agreed to the recommendation with the exception of Secretary Zubric, who stated that he was not comfortable with the recommendation to retain Mr. Dunaway. He expressed doubt that the suggested controls would sufficiently improve Mr. Dunaways management style. President Dufek noted that there would be an opportunity during the full board meeting for Secretary Zubric to voice his reservations.

Board members began arriving for the full board meeting at 5pm, and the Executive Committee meeting ended.
Created and submitted to the rest of the Executive Committee for review on 8/17/12 by Secretary Ziggy Zubric.

APPENDIX A On July 23, 2012, Source1 approached a Board member. That Board member then passed the information along to me. Following the Dawne Gee piece on WAVE3, Source1 and others felt compelled to approach a Board member with observations, allegations and complaints about Brantleys management of Kentucky Shakespeare. I met with six sources, including Source1, to discuss their concerns. Source7 also relayed certain information to a Board Member. The following summarizes those conversations. I have noted facts that were verified by two or more of them. 1. Brantleys comments, attempts at humor, etc., are often inappropriate and sexually charged. He often comments or inquires about personal relationships. Everyone I spoke to (except Source4) mentioned this, often at length. 2. Everyone also complains of Brantleys tendency to yell and scream at employees in front of others, as well as his tendency to go from friendly to furious at an employee in a matter of days, if not less. 3. Employees, both seasonal and full-time, were used as babysitters for the Dunaway children and paid by Kentucky Shakespeare. This was booked as seasonal labor. Four sources all confirm this. 4. Madison Dunaway has an iPhone paid for by Kentucky Shakespeare. Two sources confirm this. 5. Brantley often refuses to provide itemized receipts for expenses. Two sources both complain of this. 6. The Dunaways use the company account at Highland Cleaners for their personal dry cleaning. This practice eliminated an $800 credit balance from the end of the 2011 summer season until the beginning of the 2012 summer. Typically this balance is used to barter for a playbill ad. Two sources confirm this. 7. Brantley often uses the company van for personal use, including a vacation. Source2 and Source3 confirm this. 8. The company credit card is often used for personal expenses. Two sources confirm this. 9. Kentucky Shakespeare paid for expenses related to the University of Virginia production, including hotel and t-shirts. Two sources confirm this. 10. Brantley spent $750 for fireworks for a company 4th of July party. Two sources confirm this. The following are unconfirmed items that are (I think) easily confirmable. 1. In 2010, a $1000 check was issued to either Brantley or Madison. The explanation provided was that it was for moving expenses and was authorized by the Board. 2. Amy Parks was the artist who painted the series of 4 paintings that was to be auctioned off in the park last summer. I dont recall if they were actually sold/auctioned. She repeatedly called

to ask for either payment or her paintings, but was rebuffed. It is possible Brantley has one of the paintings in his house. I have attached copies of articles referencing Brantleys tenure at previous organizations which, while purely circumstantial, suggest that some of his previous organizations have had similar issues. One of the sources provided these to a Board Member. I have also attached a copy of his contract.

APPENDIX B ================================================== CURE SOUGHT FOR DENVER CIVIC'S ILLS ================================================== Rocky Mountain News (CO)-February 9, 2002 By Lisa Bornstein News Theater Critic When Roger L. Armstrong took on the presidency of Denver Civic Theatre last summer, he walked into a world of hurt. Within two months, attendance was plummeting and the budget was in free fall. And he continued to hear the complaints from former employees and board members unhappy with artistic director Brantley M. Dunaway. Now Armstrong, who has volumes of nonprofit experience as executive director of Temple Events Center and a member of two other boards, is taking a hard look at what went wrong. Former employees, who range from disgruntled to livid, have seen problems for years. But to the general public, Denver Civic grabbed headlines last month for its $120,000 debt and potential collapse. ``I asked the same questions,'' Armstrong says. ``I said, `How did we get here?' ... Any organization that closed their books at a half-million dollars shouldn't have problems so severe so soon. In your mind, if you're doing that well, you should also be planning that well for the future.'' Armstrong's also searching for a corporation or a foundation that will help the theater. He plans to hire a business manager who reports to the board, not Dunaway. ``Our revenues are down considerably,'' Armstrong says. ``We need, as a board, to have a little more oversight, help Brantley make the right decisions. This is difficult, but in the big scheme of things, it's really not that bad. We can get through this.'' Some of the expenditures, even in financially solid times, were high. Bus ads, running more than $10,000, were bought. There were the four-color glossy posters printed in such large runs that they couldn't all be hung around town. On its potentially lucrative performance at the Air Force Academy, the company stayed at the Broadmoor Hotel, running up a bill of several thousand dollars. Armstrong looks at it with a raised eyebrow. The bus ads were too much. ``We're not the DCPA,'' he says. The Broadmoor poses a question as well. ``I look at that and say, `OK, look at how we did Air Force Academy again.' If we still have debts, maybe we should look at it differently.'' He's also aware of the personnel issues. Former employees - on the artistic and business sides, as well as two former board members - have pointed to late and bounced paychecks but complain mostly of being treated poorly by Dunaway. The most recent affair had managing director Michael Gorgan spending the first days of February in jail, charged with assaulting Dunaway on Jan. 25, the night

Dunaway fired him. For a 44-year-old man who says he'd never been arrested, it was a horrifying, humiliating experience. Gorgan also has had to defer his last six paychecks and remains unpaid. ``If they didn't concern me, I'd be lying,'' Armstrong says of the personnel issues. ``I think one of the things a president has to do is help a manager manage.''

================================================== CONFRONTATION AT DENVER CIVIC THEATRE REPORTED - ARTISTIC, MANAGING DIRECTORS DISAGREE OVER WHAT HAPPENED< ================================================== Rocky Mountain News (CO)-January 29, 2002 By Lisa Bornstein News staff writer Police were called to investigate an alleged confrontation between the artistic and managing directors of the Denver Civic Theatre on Friday night, the latest example of rising tensions at the financially troubled theater. The trouble began when artistic director Brantley Dunaway, responding to a request from the theater group's board for more timely record-keeping, said he ordered managing director Michael Gorgan to record the night's receipts. Dunaway said Gorgan refused, and Dunaway typed up a statement to that effect, telling Gorgan to sign it. Gorgan allegedly refused, at which point, Dunaway said he told Gorgan he was fired. Dunaway said he got up to get a witness to Gorgan's refusal ``and (Gorgan) grabbed me by my left arm and then put me in a headlock around my throat.'' Dunaway later called police. Gorgan, who said he only grabbed Dunaway's forearm to stop him from leaving the conversation, had left the building by the time police arrived. Though Dunaway said he planned to press assault charges, no report had been filed and no charges were pending against Gorgan as of Monday afternoon. Last week, Dunaway announced that Denver Civic was more than $120,000 in debt and in danger of closing. More than two dozen artistic and management staff, and at least two board members, have left the theater in the past 18 months, citing late, bounced or unpaid paychecks. Dunaway says that there have been some bounced checks, which have since cleared, but that most of the problems are the result of misunderstandings.

Struggling Theatre Mounts Turnaround TheUnion.com February, 27 2008 BY SOUMITRO SEN

As Foothill Theatre Company prepares to open its new season Friday, executive director Karen Marinovich is confident a turnaround is under way for the 32-year-old company. Foothill Theatre had fallen on hard times with dwindling sales and a high turnover among administrators, but the situation is changing for the better, according to a letter the troupe sent out to its donors this month. "In the first half of 2007, there were moments when some of us at Foothill Theatre wondered whether a 2008 season would even happen," the letter said. "And then we asked you, our patrons and supporters, to help. You did." Since July 2007, the company has paid off a $110,000 debt, made up a $300,000 projected budget deficit and put about $10,000 in the bank by the end of the year, the letter said. Success from the company's past three plays from the previous season and a matching donor campaign in July raised $60,000 - fueling a financial turnaround, Marinovich said Wednesday. The company is now on a new track, more in tune with the community, said Marinovich, who was named executive director in August after Brantley Dunaway resigned. "The process that Foothill Theatre Company is going through this year would not be considered rebuilding, but reconfiguring and realigning our programs and season," Marinovich said. "The whole idea this year is for Foothill Theatre to reconnect with the community as a whole, not by asking for things but by giving. "One of my goals this year is to have the community see and utilize Foothill Theatre as a resource," Marinovich added. "It's more than putting on great theater; it's helping our business partners." The partnering has resulted in the downtown merchants backing the opening night of the new season in a way they never have before, Marinovich said. On opening night Friday of "Urinetown, the Musical," ticketholders will receive special treatment at some restaurants and businesses in downtown Nevada City, including a special dinner menu, discounts and faster service. Foothill Theatre also is focusing on producing the kind of plays community members want to see.

The company assessed the taste of local theater-goers through surveys last year, Marinovich said. Musicals and comedies topped the list of preferences, she added. "Urinetown" is a musical comedy with a political bite. As part of the changes the company has gone through, two new members have joined the board Lowell Robertson as president and Bill Neff as vice president. "Lowell has a very strong business and marketing background, while Neff has a background in business and human resources," Marinovich said. "With the addition of two members, we have a strong board moving ahead." Marinovich was hired by Foothill Theatre Company in April 2007 as the assistant to the director.

APPENDIX C

Executive Committee meeting notes 8/13/2012 Teleconference: Marjorie Dufek, Allen Harris, Ziggy Zubric, Karen Richardson, Donovan Hayslip
1. The executive committee will meet with Brantley to discuss the redacted memo on the afternoon of the 16th, to discuss these action steps. 2. The board meeting will be in executive session, with Brantley not in attendance, to discuss the memo and the Exec Comms recommended action steps, and the results of our meeting with Brantley. 3. Allen will provide Brantley with the redacted memo the morning of the 16th. 4. There are 2 primary areas of concern: a. Improper use of company funds b. Management of staff 5. Although we believe the board does have cause by which it could dismiss Brantley, the Exec Committee does not recommend immediate dismissal. He has done a good job of building relationships and a powerful vision and strategic plan/ He has been significantly less successful in the financial and administrative management of the organization. We recommend these steps to address the two primary areas of concern: a. All checks over $300 will require 2 signatures. (Donovan, could you ask the bank for new signature cards?) b. Brantley will meet with Donovan no later than August 24 to review current cash flow and identify our options. c. The Executive Committee will hire a bookkeeping service to handle all financial transactions and to prepare monthly financial reports, including cash flow projections. All invoices will be submitted to the bookkeeper, and the bookkeeper will handle correspondence with vendors and creditors. Brantley will cooperate and help the bookkeeper understand the nature of all inflows and outflows so that they can be properly approved and classified. d. The Executive Committee will prepare a personnel management training program for Brantley, and he will be expected to attend the training scheduled. e. At least one member of the Executive Committee will interview any new staff person; all offers must be reviewed with this person and are subject to veto by the designated board member. f. The Board will conduct a 360 review of Brantley with all employees in 6 months.