Chamber Music America Inc

“The executive committee comprises the chairperson of the board, the president, the secretary, the treasurer and any other directors selected by the board and also includes, ex-officio, the chief executive officer. The executive committee shall: (i) provide leadership in setting and implementing the goals of the corporation, (ii) be responsible for reviewing the performance of the corporation, the chief executive officer and the board annually, (iii) act in lieu of the full board if an immediate action is required between board meetings and (iv) meet a minimum of three times annually. One-half of the voting members of the executive committee shall constitute a quorum.”

“Membership is open to all persons and organizations interested in the purposes of the corporation. Each individual or organization is referred to as a "member and collectively as "members."”

“The organization's bylaws mandate 21 board members from the professional chamber music field; these are identified as elected board members. Voting members cast a ballot for seven elected directors annually.”

“The board has the power to specify which membership category has the right to vote on matters presented to the members. Each member within a membership category entitled to vote has the right to cast one vote on each matter under consideration by the voting members. Each voting member casts a vote pursuant to precedures established by the board, which includes voting in person, by proxy, or by email.”

“Cma's chief executive officer and audit committee of the board reviewed the form 990 before it was submitted to the irs. A review was conducted under the leadership of the chair of the audit committee.”

“There exists between cma 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 cma honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of cma. Those persons shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with cma or knowledge gained there from for their personal benefit. The interests of the organization must have the first priority in all decisions and actions. It is the policy of the board that the existence of any potential or real conflicts of interest shall be disclosed on a timely basis and always before any transaction is consummated. It shall be the continuing responsibility of board, officers, and management employees to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures. While no conflicts among board members have ever arisen, the potential process of resolving a conflict is to discuss the impending conflict with the individual and agree on a solution that would maintain the high degree of integrity that is required of all board members while serving chamber music america's best interests. If a conflict of interest could not be settled through discussion and amicable resolution, the board member would be asked to resign. If a conflict of interest were to arise at the staff level, the situation would be reviewed by the ceo, who would make a recommendation to the board for appropriate action.”

“A comparative compensation review of the ceo was conducted in 2012. The ceo's compensation and benefits package was evaluated alongside those of ceos/executive directors who lead similar types and sizes of arts organizations.”

“Cma has not made its governing documents, conflict of interest policy, and financial statements generally available to the public; however, cma has shared these documents with members of the public when requested.”