San Diego Opera Association

“Carol lazier (who serves as chair of the board of directors) and james a. Merritt, m.d. (who serves on the board as vice president of finance) have a family relationship.”

“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. The Audit committee reviews and approves the 990. The 990 is distributed to the Board of Directors before publication, in compliance with IRS guidelines. The Board of Directors are encouraged to provide input and make inquiries as they deem necessary. 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 and/or the Governance Committee of the Board. 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. No Increase was given during FY 2018-19, so no new evaluation was made.”

“No Increase was given during FY 2018-19, so no new evaluation was made.”

“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.”