Opera America Inc

“The members of opera america shall consist of those opera companies which, in addition to meeting each of the requirements as to eligibility set forth in the by-laws, shall be elected to membership in opera america upon an affirmative vote of not less than two-thirds of the board of directors.”

“Members, election of members, and decisions of the governing body: a majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the act of a majority of the directors present at a meeting, at which a quorum is present, shall be the act of the board of directors. If all the directors shall severally or collectively consent in writing to any action to be taken by the organization, such action shall be as valid a corporate action as though it had been authorized at a meeting of the board of directors. Vacancies on the board of directors, resulting from either resignation, death, incapacity or removal, may be filled by a majority of the remaining members of the board at any meeting.”

“Review of form 990: prior to its electronic filing, a public disclosure draft of form 990 is emailed to the members of the finance sub-committee as authorized by the board of directors, for review and comment. Upon satisfactory review, the filing of the final form 990 is authorized by the sub-committee.”

“Conflict of interest policy: all board members and officers are required to sign a conflict of interest policy at the beginning of their term. There is an annual announcement at a designated board meeting regarding the necessity to report any subsequent or potential conflicts of interest immediately to the appropriate board officers.”

“Determination of compensation of key employees: the compensation of the president/ceo is reviewed by the officers of opera america's board of directors. Another board member, not an officer, is responsible for ensuring that a comparative analysis of other national arts service organizations' ceo salaries is used as a point of comparison. Also used for reference, is a study of opera company ceo salaries. A report concluding the reasonableness of comparability is presented in executive session and then to the full board of directors for approval. The compensation of other key employees is determined by the president/ceo using a study of opera company key employee salaries and guidelines established by the finance committee of the board of directors. Recommendations for compensation of other key employees are ratified by the board of directors during the budget process and documented along with budget approval.”

“Availability of organizational documents and statements: the organization's financial statements and form 990 are publicly accessible and are available upon request.”

“Opera america currently employs 45 individuals. Payroll and benefits are processed through a professional employer organization (peo) which files the form w-3 on opera america's behalf under the peo's federal ein#. Therefore opera america does not file a form w-3.”