Nashville Symphony Association

“ARTICLE 4 (of Bylaws) EXECUTIVE COMMITTEE 4.1 Delegation of Power to Executive Committee. (a) The Executive Committee shall manage the business and affairs of the Association except as otherwise limited by these Bylaws, the Charter or the Act. The Executive Committee may advise the Board on all matters and shall report to the Board on all decisions made or actions taken by it which the Executive Committee or the Chairman reasonably determine to be major decisions or actions. The Executive Committee shall be assisted by such administrative staff as the Chairman or the President and CEO may determine. Except as otherwise provided in this Article, the provisions of Article 5 shall apply to the Executive Committee. (b) The Executive Committee shall have the power and authority (i) to appoint, negotiate and approve the terms of employment of, and evaluate the performance of the President and CEO and the Music Director and Conductor; (ii) approve agreements with the Musicians' Union (with any member who is an Orchestra Member being excluded, except by invitation of the Chairman); (iii) monitor compliance with the budget; (iv) establish and implement operating policies and procedures; (v) supervise the operations and functions of the other committees and receive reports from these committees on request or as required by these Bylaws; (vi) approve the creation of committees of the Board other than the committees created by these Bylaws and the appointment or removal of members of all committees and (vii) approve a sale, lease or pledge of less than all or substantially all of the assets of the Association. The Executive Committee shall have no power to amend any resolution of the Board or the budget. During discussions of salary or sensitive personnel matters, the Executive Committee may exclude Association employees. 4.2 Number, Election and Term. (a) The Executive Committee shall have at least thirteen (13) and no more than fifteen (15) members, all of whom shall be directors. The Executive Committee shall be comprised of the elected officers of the Association, the President and CEO, the required Orchestra Member, the chairman of the Annual Campaign, the chairman of any capital campaign underway, and the chairmen of the following committees: Artistic Planning, Governance, Strategic Planning, Marketing, Development, and the Schermerhorn Symphony Center Committee. Subject to the limit on total members, other directors may be nominated by the Governance Committee and elected by the Board. Each member shall consent to serve prior to his or her nomination by the Governance Committee. (b) The members of the committee will be elected or appointed for minimum two-year terms, and members shall serve until their successors are elected or appointed and qualified. No member of the Executive Committee shall serve more than three consecutive two-year terms, and a former member may be re-elected or re-appointed following a one year absence from the Executive Committee. (c) The members shall serve at the pleasure of the Executive Committee and the Board, and the Executive Committee or Board may remove any elected member at any time, with or without cause. 4.3 Meetings. Regular meetings of the Executive Committee shall be held every other month unless otherwise determined by the Chairman. Special meetings may be called at any time by an officer or any five (5) members of the Executive Committee. 4.4 Quorum and Voting. At all meetings of the Executive Committee, the presence of a majority of the voting members shall constitute a quorum. Each member shall have one vote on all matters properly coming before the meeting. If a quorum is present when a vote is taken, the affirmative vote of a majority of members present is an act of the committee unless the Act, the Charter or these Bylaws require the vote of a greater number.”

“The organization's Bylaws were amended July 25, 2016. The only significant change in the amended Bylaws under the IRS Form 990 instructions was changing the composition of the organization's officers. Added to the defined officer ranks was a chief operating officer (COO), a description of the COO's duties and reporting lines.”

“The Form 990 is prepared by the Controller; a draft is reviewed by the organization's public accounting firm, the CFO, the Audit Committee Chair, and the Board Treasurer. Prior to filing of the final Form 990, a full copy, including supplemental schedules, is provided to the full governing body.”

“2.8 Conflict of Interest. (from Bylaws of Organization) (a) The President and CEO shall be responsible for maintaining a written conflict of interest policy for the Association approved by the Board of Directors. This policy shall address conflict of interest related to any director, officer, committee member, or administrative staff member of the Association (b) When any conflict of interest relates to a matter requiring action by the Board of Directors or any Committee, the interested person shall call it to the attention of the Board of Directors or the Committee before which the matter is pending, as applicable. Any other Board or Committee member may call the matter to the attention of the Board or Committee, as applicable. The interested person shall not deliberate or vote on the matter; provided, however, that any director disclosing a conflict of interest may be counted in determining the presence of a quorum at a meeting of the Board of Directors or the Executive Committee. (c) Unless requested to remain present during the meeting, the interested person shall retire from the room in which the Board of Directors or Executive Committee is meeting, and shall not participate in the final deliberation or decision regarding the matter under consideration. However, the interested person shall provide the Board or Committee, as applicable with any and all relevant information. (d) The minutes of the meeting of the Board or any Committee, as applicable, shall reflect that the conflict of interest was disclosed, that the interested person did not participate in the final discussion or vote and did not vote, and the rationale for approving the action.”

“Typically, the organization utilizes surveys and research of local, regional and national organizations of similar size and makeup to accumulate fair and reasonable compensation data for officers and key employees on an annual basis for the compensation committee to review. In fiscal year 2016, this review led to the compensation committee providing for a 0-3.5% increase in the compensation that had been established in prior year.”

“All officers and key employees included in the compensation review were as follows: Music Conductor, President & CEO, CFO, COO, and Concertmaster. This process occurs annually, per the fiscal year.”

“Governing documents and conflict of interest policies are not required disclosures pursuant to Internal Revenue Code (IRC) Section 6104 and are not available to the public at this time. The Nashville Symphony does, however, make its annual financial audit & the 990 available on its own website.”

“Six board members served as employed musicians of the nashville symphony orchestra and received compensation in their capacity as musicians of the orchestra. None of the listed compensation at part vii, section a is for their role as board members. These individuals are listed below: rebecca j. Cole roger weismeyer louise morrison lynn peithman mindy whitley clare young”

“Nashville is a city where new music is constantly being created, and as Music City's resident orchestra, the Nashville Symphony is committed to keeping classical music relevant in the 21st century. The orchestra champions the work of contemporary American composers through an active schedule of performances, commissions, premieres and recordings. During the 2015/16 season, the Nashville Symphony recorded six works for forthcoming release on Naxos, all of which were included on the orchestra's Classical Series: Michael Daugherty's Once Upon a Castle; Richard Danielpour's Toward the Splendid City; Frank Ticheli's Clarinet Concerto; and Jennifer Higdon's Oboe Concerto, All Things Majestic and Viola Concerto. Of note, Higdon's Viola Concerto was commissioned by the Library of Congress, with the Nashville Symphony as co-commissioner, along with the Curtis Institute of Music and the Aspen Music Festival and School. During the 2015/16 season, the Nashville Symphony received national recognition for its artistic excellence, including a GRAMMY Award for Best Classical Compendium, presented for its recording of Stephen Paulus' Three Places of Enlightenment. Also of note, the orchestra's collaboration with Nashville-based singer-songwriter Ben Folds, So There, reached No. 1 on the Billboard Classical Albums Chart. As part of its commitment to fostering the creation of new work, the Nashville Symphony launched the Composer Lab & Workshop, which provides emerging young composers the opportunity to gain hands-on experience working with a major American orchestra. In October 2015, five composers traveled to Nashville to hear their music performed by the Nashville Symphony and to receive mentoring and feedback from Music Director Guerrero, Workshop Director Aaron Jay Kernis and other orchestra professionals. One of the participating composers, Gabriela Smith, was invited back to Nashville the following October for the performance of her inventive work Tumblebird Contrails on the orchestra's Classical Series.”

“The 2015/16 season also marked the launch of Accelerando, a major music education initiative for the Nashville Symphony. This program is designed to prepare gifted young students of diverse backgrounds to pursue music in college, with a long-range goal of creating professional opportunities for musicians from ethnic communities underrepresented in today's orchestras. Participating students in grades 5-12 are provided with instruction, mentorship, performance experience and assistance applying to music schools. The Nashville Symphony held auditions for the inaugural class of Accelerando in spring 2016, and the response was strong, with more than 30 applicants. Six participants were selected for the inaugural class. As part of its mission to make music accessible to everyone, the Nashville Symphony offers a number of free public programs both at Schermerhorn Symphony Center and out in the community. These include Free Day of Music, which drew 7,600 people to hear more than 20 artists performing throughout the building all day and into the night; Community Concerts, which drew 6,500 people to hear the orchestra perform in outdoor locations throughout the Middle Tennessee region; OnStage, a series inviting concertgoers to enjoy a chamber concert seated onstage with the musicians; and Let Freedom Sing!, an annual tribute to the life and legacy of Dr. Martin Luther King Jr.”

“The 2015/16 season also marked the launch of Accelerando, a major music education initiative for the Nashville Symphony. This program is designed to prepare gifted young students of diverse backgrounds to pursue music in college, with a long-range goal of creating professional opportunities for musicians from ethnic communities underrepresented in today's orchestras. Participating students in grades 5-12 are provided with instruction, mentorship, performance experience and assistance applying to music schools. The Nashville Symphony held auditions for the inaugural class of Accelerando in spring 2016, and the response was strong, with more than 30 applicants. Six participants were selected for the inaugural class.”

“GUEST ARTIST FEES, SECURITY, COMMISSIONING - Total Expense: 4840004, Program Service Expense: 4840004, Management and General Expenses: , Fundraising Expenses: ; ADVOCACY FEES, BACKGROUND SEARCH - Total Expense: 50081, Program Service Expense: , Management and General Expenses: 50081, Fundraising Expenses: ; DONOR MARKET RESEARCH CONSULTANTS - Total Expense: 54750, Program Service Expense: , Management and General Expenses: , Fundraising Expenses: 54750;”

“Fema proceeds - 599246; tax cost adjustments - -1032; uncollectible pledge allowance - -62543;”