Minnesota Orchestral Association

“The executive committee shall consist of the chair, the chair-elect, the immediate past chair, the president, the secretary, the treasurer, any such other officers as the board may designate, board member committee chairs, and, in addition to such persons, up to three (3) at large members selected from the regular and life directors. The executive committee, subject at all times to the control and direction of the board of directors, shall have and exercise the authority of the board in the management of the business of the corporation in the intervals between meetings of the board. One-third of the members of this committee shall constitute a quorum, and they shall meet at such times as the chair may appoint.”

“The form 990 was prepared by an independent accounting firm. Management and the audit committee reviewed it in detail prior to filing with the irs. The audit committee consists entirely of board members and approved the form 990 on behalf of the entire board. The form 990 is provided electronically to the entire board of directors prior to the filing of the return.”

“The governance committee of the board of directors asks each board member to review the association's conflict of interest policy and sign a disclosure form listing any possible conflicts of interest. The signed forms are reviewed and discussed by the governance committee, which decides whether a conflict of interest exists. In the event of a conflict, the director notifies the board chair of the conflict and discloses all related material information. That director may not participate in the board's discussion of the matter except to disclose material information and respond to questions. That director may not participate in the vote concerning whether to accept the contract or transaction relating to the conflict. All board meeting proceedings are documented in the meeting minutes.”

“On an annual basis, the compensation of the ceo and music director is reviewed and determined by the compensation/human resources committee. In relation to compensation, the committee keeps a permanent record of proceedings, including a report and recommendations, as well as any major decisions. When there is a new contract, the compensation/human resources committee of the board of directors reviews the compensation, then recommends it for approval to the executive committee and the full board of directors. The review process was last undertaken in 2023. On an annual basis, the compensation of other officers and key employees, other than the ceo and music director, is reviewed and determined by the ceo and director of human resources. Local market data and industry data are utilized in the determination. Compensation is documented in personnel files. Annually, the board of directors approves the annual budget which includes any compensation changes. The process described here was last completed in 2023.”

“The organization's governing documents, conflict of interest policy and financial statements are shared upon request with any entity, including individuals, foundations and corporations. The financial statements are also released to the public in a summarized version through an annual report and through the form 990, which is available on the internet.”

“Change in beneficial interest in net assets of foundation & trust 3,898,556. Change in actuarial valuation of pension plans -592,347. Draws”