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.”

“ORRIN INGRAM AND MARTHA INGRAM - Family relationship”

“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 2018, this review led to the compensation committee providing for a 0-3.25% 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 Director, 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.”

“Five 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: louise morrison katherine munagian patrick walle glen wanner clare yang”

“The form 990-t shows total unrelated business income in the amount of -$138,401. This amount includes disallowed transportation fringe benefits of $151,450, which is not reflected on form 990, part viii, column c. As a result, part i, line 7a is -$289,851.”

“GUEST ARTIST FEES, SECURITY, COMMISSIONING, AUDIO ENGINEER - Total Expense: 4471725, Program Service Expense: 4471725, Management and General Expenses: , Fundraising Expenses: ; PUBLIC RELATIONS, BACKGROUND SEARCH - Total Expense: 35654, Program Service Expense: , Management and General Expenses: 35654, Fundraising Expenses: ; DONOR MARKET RESEARCH CONSULTANTS - Total Expense: 43430, Program Service Expense: , Management and General Expenses: , Fundraising Expenses: 43430;”

“Uncollectible pledge allowance - -46587; tax cost adjustments - 73;”