Merola Opera Program

“In accordance with common practice in the nonprofit community, the Board delegates certain matters to The Executive Committee, which is empowered to act between board meetings if necessary, and sometimes with specifically delegated authority to act in particular areas on behalf of the full board. The composition of executive committee includes selected members of the board of directors.”

“The voting members of the Corporation in any given year shall be those individuals who have contributed to the Corporation $250 or more during the previous fiscal year. No person may hold more than one voting membership, and no fractional memberships shall be held. The Board of Directors may prescribe additional terms and conditions upon which voting members shall be admitted to the Corporation and under which renewals will be permitted. Any person with the approval of the Board of Directors shall be eligible to become a nonvoting member of the Corporation. The Board of Directors shall determine the criteria for nonvoting membership, which may, but need not, include financial support of the activities of the Corporation. The terms of voting and nonvoting memberships shall be one year. There shall be no fees, dues or assessments levied or charged against members. All members are subject to these By-laws, and all volunteers must be members.”

“The membership group of Merola Opera Program has the right to participate in the voting for individuals to be elevated to Merolas governing body (its Board of Directors).”

“Merola Opera Program has only one class of membership. Certain actions by the Board of Directors are subject to review and approval by the members.”

“Form 990 is prepared by an outside tax professional. The form is then reviewed bythe organization's management, a member of the board of directors, members of the audit committee and the executive director. After a full review, the final version of the tax return is provided to all members of the organization's board of directors. A representative of management approves the final form 990 which is then e-filed with the internal revenue service.”

“Members of the board of directors review all potential conflicts of interest atleast annually. All personnel and board members are required to disclose (inwriting) potential conflicts and any related party affiliations. Loans between theorganization and members of management and the board are strictly prohibited. Theorganization seeks full transparency on all relationships. Any potential conflicts (in fact or appearance) are discussed openly and resolved in accordance with the organization's policies and procedures.”

“Members of the board of directors review the compensation of all high-level personnel periodically in accordance with irs rules and regulations. Efforts are made to secure compensation data from industry sources in order to determine competitiveness and appropriateness of salaries. Every effort is made to ensure that the process is thorough and transparent in accordance with irs guidelines and the organization's policies and procedures.”

“Compensation of other high-level personnel is reviewed periodically by members of management. Efforts are made to secure compensation data from industry sources in order to determine competitiveness and appropriateness of salaries and all related benefits. All decisions are then documented in personnel files.”

“All of the organization's governing documents, financial statements and other legalfilings are maintained in a secure environment and held available for inspection bytax authorities and the general public. Tax returns are posted annually towww.guidestar.org (where it is available for viewing as an electronic copy) and are also available by request from the organization's office in san francisco, california.”

“Change in value of CRT = $106103”