Duluth-Superior Symphony Association

“The amendment and restatement of the duluth-superior symphony association's bylaws were approved by the board of directors on january 26, 2017. The bylaws were amended to make them easier to read and to reduce repetition. A change was also made to article iii, section 8 to increase the term of the board chair from one year to two years. Any following consecutive terms shall be for one year each.”

“Prior to filing, the 990 is presented at the finance committee meeting by the tax return preparer. Actual review and discussion is made by the finance committee. Once all questions have been addressed, the finance committee will recommend acceptance to the full board.”

“The executive director and each board committee member shall disclose to the board the existence of any financial interest or the contemplation or proposal of any transaction that does or could give rise to a conflict of interest and all material facts regarding such existing or proposed transaction or arrangement. Each director and board committee member shall promptly make disclosures as may be necessary to keep the board fully apprised of such person's financial interests. Disclosure shall be made annually by having each director and board committee member execute and deliver a conflict of interest certificate to the board on or before such date established by the board. Procedures for disclosures of any financial interest: a. The person making the disclosure shall provide all relevant information to the board or committee chair in sufficient detail to allow the remainder of those voting to make a fair and reasonable determination of whether a conflict of interst exists. B. The interested person shall leave the meeting while the matter is discussed and the remaining board or committee members shall decide if a conflict of interest exists. C. Not all financial interests disclosed will result in a conflict of interest. If any director or board committee member discloses an actual or potential financial interest to the board with respect to a proposed transaction or arrangement, the board shall first determine, by a majority vote of the disinterested directors, whether a conflict of interest exists. If a conflict of interest does exist: 1. The interested person may make a presentation at the meeting but must leave during both the discussion of the transaction or arrangement and the vote on whether the a conflict of interest exists. 2. The board shall, if appropriate, appoint a disinterested person or board committee to investigate alternatives to the proposed transaction. 3. The board or committee shall determine whether the association can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. 4. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, a majority vote of the disinterested directors shall determine whether the transaction or arrangement is in the best interest of the association and whether the transaction or arrangement is fair and reasonable to the association, as the case may be. The board or committee shall not approve any transaction or arrangement that is not in the best interests of and fair and reasonable to the association.”

“The compensation committee reviews data from other symphonies and sets the compensation for the executive director and music director. The other staff is set by the executive director using industry and community standards.”

“The governing documents, conflict of interest policy, and financial statements are available upon request for the same period of disclosure as set forth in section 6104(d).”

“Change in beneficial interest -75,263.”