Grand Performances

“The board of directors may, by a majority vote of directors, designate two (2) or more of its members (who may also be serving as officers of this corporation) to constitute an executive committee and delegate to such committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except with respect to: (a) the filling of vacancies on the board or on any committee which has the authority of the board. (b) the fixing of compensation of the directors for serving on the board or on any committee. (c) the amendment or repeal of bylaws or the adoption of new bylaws. (d) the amendment or repeal or any resolution of the board which by its express terms is not so amendable or repealable. (e) the appointment of committees of the board or the members thereof. (f) the expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected. (g) the approval of any transaction to which this corporation is a party and in which one or more of the directors has a material financial interest, except as expressly provided in section 5233(d)(3) of the california nonprofit public benefit corporation law. By a majority vote of its member then in office, the board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but no below two (2) the number of its members, and fill vacancies therein from the members of the board. The committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.”

“The board of directors approved the restated and amended bylaws at its may 27, 2020 meeting. The following major changes were done: a) irrevocable dedication of assets - this corporation's assets are irrevocably dedicated to public benefit purposes. B) terms of office and renewability - the terms for directors holding office changed. C) restrictions regarding interested directors and interested party transactions - detail added allowing the corporation to be a party to a transaction in which one or more of its directors or officers has a material financial interest, or with any corporation, firm, association, or other entity in which one or more directors or officers has a material financial interest. D) quorum for meetings - the quorum reduced for force majeure events. E) chair of the board of directors - the duties of the chair of the board are added.”

“The form 990 is distributed to all board members. The executive director reviews and signs the form 990 on behalf of the board.”

“Each director, officer and member of a committee with board-delegated powers was asked to sign a statement annually which affirms that he or she: a. Has received a copy of the conflict of interest policy, b. Has read the conflict of interest policy, c. Has agreed to comply with the policy, d. Understands that grand performances is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax exempt purposes, e. And which sets forth any financial interests or business relationships of such person which might be a conflict of interest. The executive director and the board determine if there is any actual conflict of interest. Any individual who is involved in a potential conflict of interest is not allowed to vote on any matters related with the conflict of interest.”

“The board of directors governance committee currently reviews the executive director's performance and forwards their evaluation to the board of directors who sets compensation accordingly. There has been no adjustments to the base compensation for the executive director in 2020.”

“The organization's governing documents, conflict of interest policy, and financial statements are made available to the public upon request.”

“The organization did undertake significant changes in programming in 2020 due to the state lockdown and stay-at-home orders as a response to covid-19 pandemic. Basically it completely converted all live performances to virtual online performances.”

“No change from last year.”