San Diego Opera Association

“Carol lazier (who serves as president of the board of directors) and james a. Merritt, m.d. (who serves on the board as vice president, finance)are husband and wife.”

“Donations of $100 or more qualifies a donor for membership with the organization.”

“Members vote for directors per the organization bylaws.”

“Per San Diego Operas Bylaws, Members are required to vote on the election of the Board of Directors, election of the Audit Committee, amendments to the Articles of Incorporation, voluntary dissolution of the Association, and any other matter which legally requires approval by the membership. The Members must also approve any amendments to the bylaws which materially or adversely affect the rights of members as to voting, dissolution or transfer of membership; amend or repeal the Associations Objectives and Purposes; specify or change the number of Directors allowed or required; or the maximum or minimum number of Directors, or change from a fixed to a variable number of Directors or vice-versa; or amend or repeal the method of amending the bylaws.”

“San diego opera associations process to review the form 990 is as follows:a. After preparation of the form 990 by the cfo and the audit firm, a draft is distributed to the audit committee for review and input. The audit committee, selected by the nominating committee of the board and elected each year by the membership, is comprised of individuals whose business and professional backgrounds bring appropriate expertise to this process. The associations vice president of finance is also a non-voting member of the audit committee.b. Once the form 990 has been reviewed and approved by the audit committee, it is then distributed electronically to each member of the associations board of directors. The form 990 is provided to them in ample time to permit their review and input of it before they are asked to vote on it. The form 990 is then put forth for approval by a quorum of the board of directors.c. Should any revisions be necessary, the updated draft of the form 990 is then provided to both the audit committee and full board for final review. It is provided to them in ample time to permit them to review the changes, to ask questions and / or make final suggestions before it is submitted to the internal revenue service.”

“The organization maintains a Code of Conduct that includes, among other provisions, a Conflict of Interest policy. That policy covers all of the organization's officers, directors, board members and staff. The policy is circulated to all covered persons, each of whom is required to disclose any facts or relationships that could give rise to a conflict of interest, and to sign that disclosure after acknowledging that he or she has carefully read and considered the questions. While the policy requires each covered person to disclose voluntarily any transaction or relationship that he or she believes to result in a conflict of interest, the organization's officers, directors, board members and staff are also instructed to report any violation of the policy to management. The Board of Directors makes the final determination as to whether a conflict exists, and reviews the relevant facts if a conflict arises. If any covered person has a conflict, he or she is prohibited from participating in both the deliberation process and the decision-making process with respect to the relevant transaction. Further, each covered person is required to update his or her disclosure statement immediately if at any time during their service to the organization there occurs an event, change or development that would require an additional disclosure.”

“The Finance Committee negotiated the compensation and benefits for the General Director in June of 2015 which resulted in a written employment contract. The employment contract was also approved by the Board of Directors. In setting the General Directors compensation and benefits, the Finance Committee utilized the form 990 of other organizations and compensation surveys.”

“The Finance Committee approved an across the board ten percent salary reduction for the 2014-15 fiscal year for all staff as part of the efforts to Save San Diego Opera, including those noted as Officers in Part VII of the 990. The Finance Committee discussed compensation available via the form 990 of other organizations and compensation surveys during the budgeting process. The Board of Directors also approved the budget and compensation change for FY 2014-15 in July 2014.”

“San Diego Opera Association makes its audited financials, corporate bylaws, board of directors governance guidelines, conflict of interest policy and committee charters available on its website.”

“Highest Compensated Independent Contractor:The law firm of Holland & Knight was engaged by the Board of Directors to advise them on matters related to a management transition in Spring 2014, negotiating the settlement agreements with Ian Campbell and Ann Spira Campbell and other related matters. All but approximately seventeen thousand dollars of the amount reported in Part VII, Section B of the 990 was accrued in FY 2013-14.”

“Fmv of tickets exchanged for in-kind gifts = -$23678”