Palaver Strings Incorporated

“The Corporation shall have members consisting of the following classes: (a) Artistic Directors; and (b) Honorary Artistic Directors. Artistic Directors: Artistic Directors shall be any individual of at least 18 years of age who has been elected as a member of the Artistic Ensemble according to the application and audition procedures, is an employee of the Corporation, and whose status as an Artistic Director remains in good standing. Artistic Directors shall serve a term of one year, and are not subject to term limits. Honorary Artistic Directors: Honorary Artistic Directors shall be any individual of at least 18 years of age who has previously served as an Artistic Director and member of the Artistic Ensemble, but who is no longer serves in such capacity. An individual may become an Honorary Artistic Director upon the affirmative vote of two-thirds of the members. The current members who are Artistic Directors shall annually fix the number of members who are Artistic Directors at the Annual Meeting and shall elect the number of Artistic Directors so fixed. At any special or regular meeting of the members, the members may increase the number of members and elect new members to complete the number so fixed by a majority vote of the members then in office; or they may decrease the number of members by a majority vote, but only to eliminate vacancies caused by death, resignation or removal of one or more members. Unless the members otherwise designate additional qualifications, all Artistic Directors in good standing shall comprise the "Artistic Ensemble." There shall be no limit on the number of Honorary Artistic Directors. If a member ceases to serve as an Artistic Director, whether due to his or her removal, resignation, death, or incapacity for any other reason, he or she will immediately cease to serve as a member of the Corporation Any member may resign at any time by giving notice of resignation. Additionally, An Artistic Director shall automatically be removed from membership immediately and without further action by the Artistic Directors if an Artistic Director ceases to be an employee of the Corporation; and (b) subject to the right to appear before and be heard at any meeting of the Artistic Directors in which a vote on removal will be considered, an Artistic Director may be removed from membership at any time with or without cause by a vote of three-fourths (3/4) of the Artistic Directors.”

“The members shall exercise all powers reserved to them by statute, and are expressly provided the following powers to influence the composition of the Organization's board and management as follows: 1. Existing members may vote to elect or remove individuals as Artistic Directors of the Corporation. 2. To elect the Ensemble Liaisons to the Board of Directors. 3. To elect or remove an individual as an Honorary Artistic Director of the Corporation. And, 4. To appoint the Chair and membership of each administrative committee established by the Artistic Ensemble.”

“The members shall exercise all powers reserved to them by statute, and are expressly provided the following powers to influence the governance and actions of the Organization's as follows: 1. To amend the Articles of Organization. 2. To amend or repeal the Corporation's Bylaws. And, 3. To ratify, confirm, and approve the artistic direction of the Corporation, subject to the financial parameters established by the Board of Directors. Furthermore, the Board of Directors, in its discretion and from time to time, may establish one or more standing or special committees (including executive, finance, development, nominating, and other committees) whose members shall include at least one (1) or more directors and one (1) or more Artistic Directors, and thereafter may disband the same”

“The Form 990 is prepared with the assistance of an independent CPA firm. The CPA firm coordinates with key officers of the Organization to prepare and review a draft of the Form 990 prior to its filing with the IRS. Once a completed draft of the Form 990 is prepared, the drafted return is sent to the the Organization's Managing Director and the Board Treasurer for their review and consideration. As these individuals consider the drafted Form 990, they are given the opportunity to ask questions and to address any concerns with the tax filing or otherwise. The majority of the Board of Trustees are provided the Public Disclosure Copy of the Form 990 prior to filing; only key personnel and select trustees and officers review the Complete Copy of the Form 990. The only information contained in the Complete Copy that is not provided in the Public Disclosure Copy are the names and addresses of donors disclosed on Schedule B. All other information disclosed on the Form 990 is made available for the Board's review and comment prior to filing.”

“Each employee, director, officer, member of a committee, or person associated with the Corporation (i.e., Palaver Strings) who, in a position of significant authority as designated by the President, shall annually sign a statement that discloses such person's financial interests and personal interests and affirms that such person: 1. Has received a copy of the conflicts of interest policy set forth in this Article; 2. Has read and understands the policy; 3. Has agreed to comply with the policy; and 4. Understands that the Corporation is a charitable organization and that in order to maintain its qualification as an organization described in Section 501(c)(3) of the Code, it must engage primarily in activities that accomplish one or more of its tax exempt purposes.”

“The Corporation may pay compensation in reasonable amounts to the Managing Director, Managing Director for Education, and such other agents and employees for services rendered, such amount to be fixed by the Board of Directors, or, if the Board of Directors delegate power to any officer or officers, then by such officer or officers. Furthermore, No part of the assets or the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its member, directors, officers or other private persons, except that the Corporation shall be authorized and empowered: (i) to pay reasonable compensation for services actually rendered; (ii) to reimburse reasonable expenses incurred on behalf of and for the benefit of the Corporation; and (iii) to make payments and distributions in furtherance of the Corporation's purposes set forth in the Articles of Organization. The current compensation process for the Corporation's employed officers also includes an annual review and assessment by the Board of Directors.”

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

“The audit process has not changed from the prior year.”