The Musical Arts Association

“Alfred M. Rankin, Jr. and Clara T. Rankin - Family Relationship Alfred M. Rankin, Jr. and Helen Rankin Butler - Family Relationship Clara T. Rankin and Helen Rankin Butler - Family Relationship Charles A. Ratner and Audrey Gilbert Ratner - Family Relationship”

“Membership in The Musical Arts Association ("ASSOCIATION") consists of two classes: (1) Voting Members and (2) Sustaining Members. The term "MEMBERS" shall refer only to Voting Members, unless otherwise specifically designated. The Voting Members consist of individuals who from time to time are serving as the Trustees of the ASSOCIATION. Sustaining Members serve annually for a term of one year on the basis of having paid such level of annual financial support to the ASSOCIATION as the Board of Trustees may from time to time prescribe. Sustaining Members shall be entitled to notice of, and to attend, the annual meeting.”

“The Voting Members shall exercise all the rights and privileges and shall have all the responsibilities of MEMBERS under Ohio nonprofit corporate law. Only Voting Members shall be counted as MEMBERS for voting and quorum purposes. Sustaining Members shall not be counted as MEMBERS for voting and quorum purposes.”

“The Board of Trustees shall have general supervision and charge of the property, affairs and finances of the ASSOCIATION. The Board of Trustees may exercise all such powers and do all such things as may be exercised or done by the ASSOCIATION, subject to the provisions of law, the articles of incorporation and the code of regulations. Without limiting the generality of the foregoing, the Board of Trustees shall have the following powers: (A) To purchase or otherwise acquire for the ASSOCIATION any property, rights, or privileges that the ASSOCIATION is authorized to acquire, at such prices, on such terms and conditions, and for such consideration as it shall see fit. (B) To appoint, remove, or suspend, such officers, agents, and employees as it shall see fit, either permanently or temporarily; to terminate the duties of such officers, agents, and employees; to change the salaries or emoluments of such officers, agents, and employees. (C) To appoint any person or persons to accept or hold in trust for the ASSOCIATION any property belonging to the ASSOCIATION or in which the ASSOCIATION is interested, or for any other purpose, and to execute and do all such duties and things as may be required in relation to any such trust. (D) To determine who shall be authorized to sign, on the ASSOCIATION's behalf, bills, notes, receipts, acceptances, endorsements, checks, leases, releases, mortgages, contracts, and other documents. (E) To present or cause to be presented to each annual meeting and to any special meeting, when required by any resolution thereof, a full and clear statement of the affairs and conditions of the ASSOCIATION.”

“MAA Finance Department staff prepare a draft Form 990, which is then reviewed by Ernst & Young, LLP who suggest any revisions considered appropriate. The Form 990 is then updated for any agreed upon revisions. The updated Form 990 is circulated to the Audit Committee, with any suggested revisions that weren't agreed upon so noted. At the same time, the Musical Arts Association Trustees are notified that the draft Form 990, in public disclosure form, is available for their review. Trustees are invited to submit any comments they have on the draft Form 990 to Finance Department staff, who will summarize and distribute them to the Audit Committee. The Audit Committee then meets and reviews and discusses the draft Form 990, including the complete Schedule of Contributors (Schedule B), with Management and Ernst & Young, LLP. Once final, the Form 990, in public disclosure form, is made available to Musical Arts Association Trustees, and then it is filed with the Internal Revenue Service.”

“Voting members, trustees and committee members (collectively "TRUSTEES"), officers, and senior management of The Musical Arts Association (ASSOCIATION) are covered under the conflict of interest policy. Documented procedures are in place for handling potential conflicts of interest (1) when a transaction or arrangement is considered by the Board or a committee and (2) when a transaction or arrangement is considered by an officer or senior manager. Also, procedures are in place for identification of potential conflicts of interest in connection with Musical Arts Association transactions or arrangements that trustees, officers, or senior managers (i.e. parties-in-interest) where the following relationships exist: (1) Parties-in-interest are employed by or have a compensation relationship with the person or entity with which the ASSOCIATION has or is negotiating a transaction or arrangement; (2) Parties-in-interest serve in the capacity of Director, Trustee, Officer, Member, Manager, Committee Member, Partner, or other similar position of influence with a for-profit person or entity with which the ASSOCIATION has or is negotiating a transaction or arrangement; (3) Parties-in-interest have an actual or potential ownership or investment interest in a person or entity with which the ASSOCIATION has or is negotiating a transaction or arrangement. Parties-in-interest are required to submit to the ASSOCIATION an annual statement acknowledging receipt and review of the conflict of interest policy and disclosure of potential conflicts of interest. When a Trustee, Officer, or Senior Manager is participating in the consideration of a transaction or other arrangement of the ASSOCIATION by the Board of Trustees or a Board committee, and a potential conflict of interest exists, with respect to such transaction or other arrangement, the Trustee, Officer or Senior Manager: (1) shall disclose to the Trustees or Committee thereof considering the transaction or other arrangement his or her potential conflict of interest; (2) shall present any relevant information of the Trustees or Committee thereof and answer any questions posed by them; and (3) shall excuse himself or herself from the meeting for the discussion and vote by the disinterested trustees or committee members on the transaction or arrangement and all matters related thereto. When an Officer or a Senior Manager is handling a transaction or other arrangement of the ASSOCIATION that will not be placed before the Board or a Board committee, and the Officer or Senior Manager has a potential conflict of interest, the Officer or Senior Manager: (1) shall disclose the potential conflict of interest to the ASSOCIATION's Executive Director, in the case of a Senior Manager, or to the Executive Committee, in the case of an Officer; (2) shall present any relevant information to, and answer any questions posed by, the Executive Director or the Executive Committee; (3) shall not authorize or approve such transaction or other arrangement, and the authorization or approval shall be undertaken by the Executive Director or the Executive Committee. When the Senior Manager with the potential conflict is the Executive Director, the foregoing procedures shall be followed except that the ASSOCIATION's President shall assume the oversight, authorization, and approval of the transaction or arrangement.”

“The compensation subcommittee functions as a subcommittee of the personnel committee and shall evaluate annually and recommend periodically the compensation of the ASSOCIATION's Executive Director and Music Director. Responsibilities include evaluating the Executive Director's and Music Director's performance annually, recommend the annual goals and objectives for the Executive Director, set the Executive Director's and Music Director's compensation and any bonus, relying upon appropriate data as to comparability (including compensation levels paid by similarly situated organizations for functionally comparable positions) prior to making its compensation determination. This process was last undertaken in 2014.”

“The compensation subcommittee reviews the overall compensation program for the Senior Management of the ASSOCIATION established and recommended by the Executive Director. Compensation and any bonuses are set relying upon appropriate data based on comparability (including compensation levels paid by similarly situated organizations for functionally comparable positions). This process was last undertaken in 2014.”

“The ASSOCIATION's audited financial statements are made public upon request to grant-making institutions as part of the grant application request process. Additionally, summary financial information is included in the annual report. The Musical Arts Association's articles of incorporation are on file with the Secretary of State in Ohio.”

“SEVERANCE HALL SEASON - Under the direction of Franz Welser-Most, The Cleveland Orchestra's musical triumphs included in-depth explorations of symphonies by Beethoven and Shostakovich as part of the "Fate & Freedom" festival during October 2013, and the launching in January 2014 of a comprehensive survey of Brahms orchestral masterpieces in performances which were broadcast on television and released on DVD. The music of Jorg Widmann held a place of pride in the Orchestra's programs during the 2013-2014 season, culminating in a courageous and triumphant all-Widmann program performed in September 2013. The Severance Hall season concluded in May 2014 with a groundbreaking staging of Janacek's operatic masterpiece The Cunning Little Vixen in four performances.”

“BLOSSOM FESTIVAL - The 2013 annual Blossom Music Festival provided an unforgettable experience to nearly 121,000 attendees. Of those attendees, 5,338 were new households that had never before attended a Cleveland Orchestra concert. Diverse programming, including the music of Simon and Garfunkel, Vivaldi's Four Seasons, selections from Pixar Films and a stunning collaborative performance with the Joffrey Ballet, provided a wide range of musical options for audiences of all ages and experience. Venue improvements at the Blossom Music Center enhanced the audience experience through improved walk ways, new rest rooms, and new trams.”

“TOURS AND RESIDENCIES - The Cleveland Orchestra continued its proud role as Cleveland's most visible artistic ambassador overseas. The 2013 tour launched with a performance at the Lincoln Center in New York presented by the Great Performers series. In Europe, the Orchestra performed 12 concerts, in Hamburg, Frankfurt, Paris, Luxembourg, Cologn, Linz, and Vienna. In addition, an intensive 4-week Miami residency included education and community engagement programs. Tours and residencies help solidify the Orchestra's status as an international leader while increasing earned and contributed revenue capacity.”

“The Cleveland Orchestra's Education and Community programs served over 93,000 individuals during 2013-14. Education programs included Education and Family Concerts at Severance Hall; the Youth Orchestra and Youth Chorus programs; in-school concerts at area schools; in-school teaching partnerships with elementary and pre-schools; master classes, open rehearsals, and a ticket discount program for college students; as well as concert previews and music study groups for adult learners. Free community concerts included a July 4th concert in downtown Cleveland and a Martin Luther King, Jr. Celebration Concert at Severance Hall.”

“Defined Benefit Pension Plan Liability adjustment $(158,000) Partnership Revenue ($6,611) Compensation Adjustment ($4,607) Line 9 Total $(169,218)”