American Composers Forum

“The executive committee consists of the chair of the board of directors, and all other officers of the corporation and the chairs of the committees. At least one member of the committee must be a composer. This committee serves as the central planning body for the organization. It has the full authority to act for the board in managing the affairs of the corporation during the intervals between meetings of the board, and shall report its actions to the board. The governance committee consists of at least one composer, at least one non-composer, at least one member of the executive committee, the president and chief executive officer and any other individuals appointed thereto by the chair of the board of directors in consultation with the executive committee. The governance committee is responsible for a) identifying prospective directors of the corporation, assessing their credentials, and formally nominating them for election by the board, b) nominating officers for election by the board at its annual meeting c) establishing criteria for board members' performance and evaluating their performance on the basis of those criteria and periodically reviewing the structures and mechanisms of the corporation's governance,including these bylaws and proposing revisions of and additions to those structures and mechanisms to the board for its consideration and adoption.”

“All members of the american composers forum are dues paying members. Members in this organization do not have voting rights.”

“The form 990 is presented to management, the executive committee of the board and the full board of directors for review and approval prior to filing with the irs.”

“Annually, each officer, employee and member of the board of directors is required to review the forum's conflict of interest policy and to complete a disclosure form. This information is monitored by the president and ceo, the chair of the board of directors, and the chair of the governance committee. Any relevant conflicts are disclosed prior to board consideration of a contract or transaction, and the person with the conflict is not allowed to participate in discussion, exert personal influence, or vote on the issue. Matters regarding conflicts are documented in the minutes of the meeting or in a separate memorandum filed with the original meeting minutes.”

“In compliance with internal revenue service guidelines for approval of senior management compensation, the american composers forum (acf) board of directors or a delegated committee of the board (referred to as the approval body below) will use the following process and guidelines to review and approve senior management compensation: 1. Covered individuals. A written list of senior management positions covered by this policy (covered individuals) will be maintained by the approval body. 2. Impartial decision makers. The compensation arrangement must be approved in advance (before any payment or commitment is made) by the approval body of acf, composed entirely of individuals who do not have a conflict of interest with respect to the compensation arrangement (example: neither the executive whose compensation is being determined nor any of his/her family members may be present during the discussion/debate or participate in the vote). 3. Comparability data. When the approval body is considering compensation to the covered individuals, it must rely on comparability data that support the fair market value of the compensation in question. For example, when crafting compensation packages, the approval body must secure data that document compensation levels for similarly qualified individuals in like positions at like organizations. This data may include the following: a) expert compensation studies by independent firms; b) written job offers for positions at similar organizations; c) documented telephone calls about similar positions at both nonprofit and for-profit organizations; and d) information obtained from the irs form 990 filings of similar organizations. 4. Concurrent documentation. The approval body must document how it reached its decisions, including the data on which it relied. To qualify as concurrent documentation, written or electronic records of the approval body (such as meeting minutes) must note: a) the terms of the compensation and the date it was approved; b) the members of the approval body who were present during the deliberations on the compensation that was approved and those who voted on it; c) the comparability data obtained and relied upon and how the data were obtained; and d) any actions taken with respect to consideration of the compensation by anyone who is otherwise a member of the approval body but who had a conflict of interest with respect to the decision on the compensation. This process was most recently undertaken in 2011 for the president & ceo, j. Nuechterlein.”

“The forum's governing documents and conflict of interest policy are not made available to public. The forum's financial statements are made available to the public upon request and at the office of the minnesota attorney general.”

“Change in fiscal agency liability -880.”