Opera America Inc

“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 this corporation, 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 filing, a public disclosure draft of form 990 is emailed to the members of its finance sub-committee as authorized by the board of directors. The sub-committee reviews and comments on the draft before the filing of the final form and authorizes the filing with the internal revenue service.”

“Conflict of interest policy: all board members 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 slaries was 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 made in executive session and then to the full board of directors. 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 is ratified by the board of directors during the budget process and documented along with budget approval.”

“Third party review of financial information: the organization's financial statements and form 990 are available upon request.”

“The organization's applications for extensions of time to file for an exempt organization, form 8868, were electronically filed.”