Macphail Center for Music

“The executive committee shall have as its members the chairperson, the past-chairperson, the vice chairperson(s), the treasurer, the secretary, the chairpersons of the standing committees and up to four (4) additional directors selected by the chairperson in consultation with the governance committee and approved by the board. All members of the executive committee shall be directors. Each executive committee member who is an officer or chairperson of a standing committee shall serve on the executive committee for a term coterminous with his or her term as such officer or committee chairperson. Each member of the executive committee who is not an officer or chairperson of a standing committee shall serve a one (1) year term, unless some other term is specified in the approving resolution. Executive committee members shall be eligible for reappointment to serve consecutive terms.”

“The executive committee shall have as its permanent members the chairperson, the past-chairperson, the vice chairperson(s), the treasurer, and the secretary of the corporation. In the discretion of the chair, the chairpersons of the standing committees and of any ad hoc committees or task forces may be invited to join the executive committee for renewable one year terms. All members of the executive committee shall be directors. Each executive committee member shall serve on the executive committee for a term coterminous with his or her term as such officer or committee chairperson. Each member of the executive committee who is not an officer or chairperson and is appointed in the discretion of the chair shall serve a one (1) year term, unless some other term is specified in the approving resolution. Executive committee members shall be eligible for reappointment to serve consecutive terms. In the event of an urgent or emergent situation which needs to be addressed by the board of directors prior to the next scheduled meeting of the board of directors, any member of the executive committee, or the chief executive officer, may bring such situation to the immediate attention of the full executive committee. The executive committee may then decide by majority vote what action, if any, should be taken on an urgent or emergent basis, and in the event the executive committee decides that immediate action must be taken the executive committee may direct such action to be taken; provided, however, that at the earliest possible opportunity, the fact of such emergency action shall be disclosed to the entire board of directors. The emergency action taken by the executive committee must be brought before the entire board of directors for approval at the next regularly scheduled meeting of the board of directors, or in the discretion of the chair, at a special meeting called for such purpose. If the emergency action is not approved by the board of directors, the executive committee shall take immediate steps to reverse such action to the extent possible, practical and feasible.”

“The board finance chair and other members of the finance committee will review the form 990 with representatives from the organization's public accounting firm and the organization's cfo. The full board of directors will receive the public inspection copy of the return before the meeting it is to be presented at. Copies of schedule b will be made available for the board to review. The board finance chair will present the form 990 to the board at the meeting for review. The board will vote to approve filing the return.”

“The board finance chair and other members of the finance committee will review and discuss the form 990 with representatives from the organization's public accounting firm and the organization's cfo. The finance committee will vote to approve the form 990 and will provide a public inspections copy to the full board of directors for review before the form 990 is filed.”

“Annually at the beginning of the fiscal year, conflict of interest statement forms are completed by board members and senior management. Individuals with potential conflicts of interest must disclose all material facts to the board or senior management, who without the interested individual will determine if a conflict exists. The conflicted individual will not participate in the discussion to determine if a conflict exists, nor vote on the transaction if a conflict is determined to exist. All proceedings related to conflicts are documented in the meeting minutes including the disclosure and the individual's ineligibility to vote.”

“Officer, president and vice president positions are benchmarked on an annual basis by human resources using wage data from 990s from local arts organizations and national community music schools that are similar in budget size. The median of the survey data is used to place positions in macphail's pay grade. The ceo to determine compensation considering uses the benchmarked wage data along with what is financially feasible for the organization and the officer's performance evaluation to determine wages. The process described here was last completed in 2024. The process described here was last completed in 2024.”

“The organization makes its governing documents, conflict of interest policy and the financial statements available to the public upon request.”

“Change in value of trust 1,364.”