Symphony San Jose

“The symphony san jose amended and restated its bylaws that took effect on 03/11/2024 to reflect updates in the organization's name, governance procedures and organizational structure. Under the new bylaws, the designation and relocation of the corporation's principal office is now expressly placed under the authority of the board of directors. While the prior bylaws specified a fixed principal office location, the updated language allows the board to change this location by resolution and establish branch or subordinate offices where the corporation is qualified to do business. The organization's specific purpose was also refined. The previous bylaws broadly outlined a general purpose aligned with charitable activities. The amended version now clearly states that the corporation exists to promote and provide symphonic music performances, educational services advancing the musical performing arts, and arts advocacy programs within san jose and the broader south san francisco bay area. The structure of the board of directors also changed. The previous bylaws allowed for a minimum of four (4) and a maximum of forty (40) directors. Under the new bylaws, the authorized number of directors is now not fewer than five (5) and not more than fifteen (15), with the exact number to be fixed by board resolution. This modification streamlines the board's size for more effective governance and oversight. Revisions were also made to the officer positions within the corporation. Previously, the officer structure may not have included all titles or roles currently required for the organization's effective governance. The amended bylaws now identify the core officers as the chairperson of the board, vice chairperson of the board, secretary, treasurer, and chief executive officer. They also authorize the board to appoint additional officers, such as vice presidents, assistant secretaries, and assistant treasurers, as deemed necessary. Further governance updates include a more detailed nomination and election process. The governance committee shall nominate candidates to serve on the board. Directors are elected during the board's annual meeting to serve staggered three-year terms, beginning on the following july 1, with no limitation on the number of consecutive terms a director may serve. The amended bylaws now formally authorize the creation of board committees to assist in the management of the organization. These include, but are not limited to, an audit committee, finance committee, and governance committee. Each committee must consist of at least two directors. This change introduces a more structured approach to board operations and oversight responsibilities.”

“The form 990 is scanned and e-mailed to each trustee on receipt. A hard copy is also delivered to the finance committee members, by hand or federal express, to ensure receipt. A review of the return is scheduled with finance committee members and ceo before the tax return is filed; the review may be conducted by conference call. All board members are encouraged to join in and raise questions. Any issues brought up at that meeting and their resolution are reported to the full board during discussion of the return.”

“The symphony's conflict of interest policy is distributed to the board members once each year, or when they join the board if they have missed the annual distribution, and a signed copy is collected from each member, which is kept in the ceo's board files. Board members are required to report to the ceo any activity or relationship that might constitute or give rise to a conflict as defined by the policy. Any such activity or relationship is subsequently reported to and reviewed either by the audit committee (which currently serves as our personnel committee for any unresolved grievances), or by the full board.”

“The compensation of the ceo is determined by an ad hoc board committee made up of the board chair and other board members. The committee reviews executive compensation using guidestar, and 990s from comparable nonprofits, taking into account the comparable market rates in the local geographic area. The compensation is voted on and approved at the board meeting in closed session; the process is recorded in the minutes, and a memo notating the results is included in the ceo's personnel files. Most recently, the ceo's compensations were reviewed in june 2024 and june 2023, in connection with the annual performance review.”

“The organization's governing documents, conflict of interest policy and financial statements are made available to the public upon request.”

“This year saw the inaugural holiday pops performances.”