2018-04-12T06:33:54-05:00 2017-06-30 420714325 RSM US LLP 1001 LAKESIDE AVE SUITE 200 CLEVELAND OH 441141152 990 2016-07-01 340714468 The Musical Arts Association MUSI 2162317300 11001 Euclid Avenue Cleveland OH 44106 James E Menger Chief Financial Officer 2162317300 2018-04-11 1 Zachary Fortsch P00052725 2165231900 108.171.131.189 2018-04-11 14:45:54 ED P 55F89211B7A6E82F84DB6D1F71EECB15FCD8DF1E 55F89211B7A6E82F84DB6D1F71EECB15FCD8DF1E 2016 2021-01-29 14:40:06Z The Cleveland Orchestra Andre Gremillet 11001 Euclid Avenue Cleveland OH 44106 95947937 0 X www.clevelandorchestra.com X 1925 OH The Cleveland Orchestra inspires and enriches lives by creating extraordinary musical experiences at the highest level of artistic excellence. 79 79 595 1604 5348 4323 26996186 31657137 17475626 17557545 4517120 5524817 97636 -177082 49086568 54562417 0 0 0 0 33653150 34730657 246519 462739 2818584 20412912 20127196 54312581 55320592 -5226013 -758175 258081769 277639836 79193195 76196848 178888574 201442988 X The Cleveland Orchestra inspires and enriches lives by creating extraordinary musical experiences at the highest level of artistic excellence. 0 1 26285917 9172008 Severance Hall and Northeast OhioThe 2016-17 season was Franz Welser-Most's fifteenth year as music director. Highlights of his concerts during the season included Yefim Bronfman as soloist in a piano concerto by Jorg Widmann, performances of Bach's Saint John Passion, and a challenging all-Stravinsky program that featured voices from Seraphic Fire in Threni. Later in the season there was a new work by Anthony Chueng and Mendelssohn's music from Shakespeare's A Midsummer Night's Dream with narration from the play by Israeli actor Itay Tiran.Early May featured a new production of Debussy's Pelleas and Melisande directed by Yuval Sharon. The staging's mixture of technology and stagecraft to illuminate the opera's enigmatic story drew strongly positive reviews, as did the musical performance under Franz's baton.From September 2016 through August 2017, the Orchestra performed 103 concerts at Severance Hall. These performances included 70 regular subscription concerts, plus the annual Holiday Festival in December, three At the Movies presentations, the Summers@Severance and Family Concert series, plus weekday Education Concerts.One special highlight of the year was a unique gathering at Severance Hall on March 17 to announce details of the Orchestra's Centennial Season in 2017-18. Three musicians spoke passionately from the stage, and Franz Welser-Most talked at length about the value of music and the arts - and his vision for the Orchestra's second century.Altogether, The Cleveland Orchestra's Severance Hall concerts during the year drew in just over 160,000 total admissions. An additional 16,500 enjoyed the Orchestra's presentation of George Balanchine's The Nutcracker in December in partnership with Pennsylvania Ballet. 7548042 2457887 Blossom 2017The Orchestra's 2017 Blossom Music Festival featured 21 concerts across ten weekends in July, August, and September, including 19 by The Cleveland Orchestra. The Festival also featured two concerts by the Blossom Festival Band. The season resulted in solid attendance against a summer of mixed weather and with revenue coming in under goal. With more Festival concerts than the previous year, average attendance came down to just over 5,650 admissions, against total admissions for the season of 118,750. The summer's numbers were driven by strong sales of Lawn Ticket Books and continuing family attendance spearheaded through the Orchestra's Under 18s Free subsidized ticketing program.The summer also featured 27 non-Festival concert performances and two other events hosted by Live Nation, which operates Blossom Music Center for the Musical Arts Association. Attendance totaled 398,000, with an average of 14,700 per concert. 9713954 2435413 Touring and ResidenciesEach year, the Orchestra apportions several weeks of its performance schedule to residencies and touring activities beyond Northeast Ohio. These are designed to enhance both the artistic and financial strength of the organization overall, and extend and enhance the Orchestra's worldwide reputation. In January 2017, the Orchestra visited the heartland of America with a four-concert tour, performing in Indiana, Iowa, and Illinois, reminding audiences and critics in those cities of the high level of Cleveland's playing and the unrivaled partnership that Franz and the Orchestra have created. The Cleveland Orchestra's annual residency in Miami, Florida, featured four weekends of concerts, presented in partnership with Miami's Adrienne Arsht Center for the Performing Arts of Miami-Dade County. These public concerts drew just over 13,500 in admissions, in addition to free Education Concerts for Miami-Dade County public schools and a side-by-side concert with Coral Reef high school students. 2780873 3492237 Community and EducationThe Cleveland Orchestra continued engaging with more people across Northeast Ohio throughout 2016-17, building on an expansive variety of education and community programs and presentations - including the ongoing series of Family Concerts and Musical Rainbows.In March, the Orchestra's Education Concerts for students encored presentations of Violins of Hope, presented at Case Western Reserve University's Maltz Performing Arts Center. Two in-school performances also were featured, one to inaugurate the new auditorium at Beachwood High School and the other at East Professional Center in Hough. Overall, nearly 16,000 students experienced the season's school concerts.Throughout the spring of 2017, in preparation for The Cleveland Orchestra's Centennial Season presentation of The Prometheus Project, Orchestra musicians and staff worked with students at the Cleveland School of the Arts to prepare a unique multi-media concert on the theme of Beethoven, Prometheus, and heroes. The resulting concert for high school students opened the 2017-18 season under Franz Welser-Most's direction, tying together regular season programming and education offerings to amplify learning opportunities and connections between the arts and everyday life.Altogether, the Orchestra's core education programs once again served tens of thousands, including hundreds of presentations linking music and learning in local partner schools. The season's free community concerts included the Orchestra's 37th Martin Luther King Jr. Celebration Concert in January. The planned-for 28th annual Star-Spangled Spectacular in downtown Cleveland was cancelled due to severe thunderstorms throughout the afternoon and evening on June 30. 2780873 3492237 46328786 1 1 0 1 0 0 0 0 0 1 1 1 0 0 0 1 1 0 0 0 1 0 0 1 1 0 0 0 0 1 1 0 0 0 0 0 1 0 0 0 0 1 0 0 0 0 0 0 0 0 1 156 0 1 595 1 1 1 1 AU 0 0 0 1 1 0 0 0 0 X 79 79 1 0 0 0 1 1 1 1 1 0 0 0 1 1 1 1 1 1 1 0 OH FL X James E Menger 2162317300 11001 Euclid Avenue Cleveland OH 44106 Richard K Smucker President & Resident Trustee 13.00 X X 0 0 0 Dennis W LaBarre Chairman & Resident Trustee 13.00 X X 0 0 0 Richard J Bogomolny Chairman Emeritus & Resident Trustee 13.00 X X 0 0 0 The Honorable John D Ong Vice President & Resident Trustee 3.00 X X 0 0 0 Norma Lerner Honorary Chair & Resident Trustee 3.00 X X 0 0 0 Beth E Mooney Treasurer & Resident Trustee 3.00 X X 0 0 0 Hewitt B Shaw Secretary & Resident Trustee 3.00 X X 0 0 0 Dr Jeanette Grasselli Brown Resident Trustee 2.00 X 0 0 0 Matthew V Crawford Resident Trustee 2.00 X 0 0 0 Alexander M Cutler Resident Trustee 2.00 X 0 0 0 David J Hooker Resident Trustee 2.00 X 0 0 0 Michael J Horvitz Resident Trustee 2.00 X 0 0 0 Douglas A Kern Resident Trustee 2.00 X 0 0 0 Virginia M Lindseth Resident Trustee 2.00 X 0 0 0 Alex Machaskee Resident Trustee 2.00 X 0 0 0 Nancy W McCann Resident Trustee 2.00 X 0 0 0 John C Morley Resident Trustee 2.00 X 0 0 0 Larry Pollock Resident Trustee 2.00 X 0 0 0 Alfred M Rankin Jr Resident Trustee 2.00 X 0 0 0 Audrey Gilbert Ratner Resident Trustee 2.00 X 0 0 0 Barbara S Robinson Resident Trustee 2.00 X 0 0 0 Raymond T Sawyer Resident Trustee 2.00 X 0 0 0 George N Aronoff Resident Trustee 2.00 X 0 0 0 Dr Ronald H Bell Resident Trustee 2.00 X 0 0 0 Charles P Bolton Resident Trustee 2.00 X 0 0 0 Yuval Brisker Resident Trustee 2.00 X 0 0 0 Helen Rankin Butler Resident Trustee 2.00 X 0 0 0 Irad Carmi Resident Trustee 2.00 X 0 0 0 Paul G Clark Resident Trustee 2.00 X 0 0 0 Robert D Conrad Resident Trustee 2.00 X 0 0 0 Dr Hiroyuki Fujita Resident Trustee 2.00 X 0 0 0 Paul G Greig Resident Trustee (thru 12/6/16) 2.00 X 0 0 0 Robert K Gudbranson Resident Trustee 2.00 X 0 0 0 Iris Harvie Resident Trustee 2.00 X 0 0 0 Jeffrey A Healy Resident Trustee 2.00 X 0 0 0 Stephen H Hoffman Resident Trustee 2.00 X 0 0 0 Marguerite B Humphrey Resident Trustee 2.00 X 0 0 0 David P Hunt Resident Trustee 2.00 X 0 0 0 Betsy Juliano Resident Trustee 2.00 X 0 0 0 Jean C Kalberer Resident Trustee 2.00 X 0 0 0 Nancy F Keithley Resident Trustee 2.00 X 0 0 0 Christopher M Kelly Resident Trustee 2.00 X 0 0 0 John D Koch Resident Trustee 2.00 X 0 0 0 S Lee Kohrman Resident Trustee 2.00 X 0 0 0 Milton S Maltz Resident Trustee 2.00 X 0 0 0 Thomas F McKee Resident Trustee 2.00 X 0 0 0 Loretta J Mester Resident Trustee 2.00 X 0 0 0 Donald W Morrison Resident Trustee 2.00 X 0 0 0 Margaret Fulton Mueller Resident Trustee 2.00 X 0 0 0 Katherine T O'Neill Resident Trustee 2.00 X 0 0 0 Rich Paul Resident Trustee 2.00 X 0 0 0 Clara T Rankin Resident Trustee 2.00 X 0 0 0 Charles A Ratner Resident Trustee 2.00 X 0 0 0 Zoya Reyzis Resident Trustee 2.00 X 0 0 0 Paul A Rose Resident Trustee 2.00 X 0 0 0 Steven M Ross Resident Trustee 2.00 X 0 0 0 Luci Schey Spring Resident Trustee 2.00 X 0 0 0 James C Spira Resident Trustee 2.00 X 0 0 0 R Thomas Stanton Resident Trustee 2.00 X 0 0 0 Joseph F Toot Jr Resident Trustee (thru 12/6/16) 2.00 X 0 0 0 Daniel P Walsh Resident Trustee 2.00 X 0 0 0 Thomas A Waltermire Resident Trustee 2.00 X 0 0 0 Geraldine B Warner Resident Trustee 2.00 X 0 0 0 Jeffrey J Weaver Resident Trustee 2.00 X 0 0 0 Meredith Smith Weil Resident Trustee 2.00 X 0 0 0 Jeffrey M Weiss Resident Trustee 2.00 X 0 0 0 Norman E Wells Resident Trustee 2.00 X 0 0 0 Paul E Westlake Jr Resident Trustee 2.00 X 0 0 0 David A Wolfort Resident Trustee 2.00 X 0 0 0 Virginia Nord Barbato Non-Resident Trustee 2.00 X 0 0 0 Wolfgang C Berndt Non-Resident Trustee 2.00 X 0 0 0 Laurel Blossom Non-Resident Trustee 2.00 X 0 0 0 Richard C Gridley Non-Resident Trustee 2.00 X 0 0 0 Loren W Hershey Non-Resident Trustee 2.00 X 0 0 0 Herbert Kloiber Non-Resident Trustee 2.00 X 0 0 0 Faye A Heston Trustee Ex-Officio 2.00 X 0 0 0 Dr Patricia Moore Smith Trustee Ex-Officio (thru 6/9/17) 2.00 X 0 0 0 Elisabeth Hugh Trustee Ex-Officio 2.00 X 0 0 0 Carolyn Dessin Trustee Ex-Officio 2.00 X 0 0 0 Beverly J Warren Trustee Ex-Officio 2.00 X 0 0 0 Barbara R Snyder Trustee Ex-Officio 2.00 X 0 0 0 Patricia K Sommer Trustee Ex-Officio (as of 6/9/17) 2.00 X 0 0 0 James E Menger Asst Treasurer/CFO 50.00 X 281282 0 40742 Faith Noble - Asst Secretary Controller (Fall 2016 - March 2017) 45.00 X 101248 0 31653 Dave Stokley - Asst SecLegacy Giving Officer (as of April 2017) 45.00 X 3285 0 100 Andre Gremillet Executive Director 60.00 X 453712 0 104020 William Warren Preucil Musician 40.00 X 535789 0 43241 Joshua S Smith Musician 40.00 X 273212 0 20755 Michael Sachs Musician 40.00 X 256578 0 37819 Donald Miller Musician 40.00 X 264918 0 31987 Paul Yancich Musician 40.00 X 258009 0 37483 Gary Hanson - Former ED thru 12/31/15), Consultant (as of 1/1/16) 2.00 X 240408 0 9106 2668441 0 356906 113 1 1 0 Franz Welser-Most 11001 Euclid Avenue Cleveland OH 44106 Music Directing 1319353 TH Martin Inc 8500 Brookpark Road Cleveland OH 44129 Construction 910852 Consolidated Solutions Inc 1614 East 40th Street Cleveland OH 44103 Direct Mail Advertising 731387 Opus 3 Artists 470 Park Avenue South New York NY 10016 Artist Performances 359500 Pennsylvania Ballet Association 100 South Broad Street Suite 2226 Philadelphia PA 19110 Artist 277389 22 897904 3049307 27709926 1282480 31657137 Concert Revenue 711130 16809390 16809390 Hall Income 711130 655621 627561 28060 Broadcasting/Recording 711130 92534 92534 17557545 4080317 4080317 42209827 40765327 1444500 1444500 1444500 216240 897904 474417 -258177 -258177 221523 145776 75747 75747 Glidden House Partners, Ltd 721000 5348 5348 5348 54562417 17529485 5348 5370447 1016042 1016042 26426046 23338375 1719724 1367947 3000965 2623623 342855 34487 2623340 2254296 197684 171360 1664264 1417373 151390 95501 89920 89920 93373 93373 105000 105000 462739 462739 920123 920123 5244855 5119245 117017 8593 1908586 1908586 625423 306967 186209 132247 402184 230812 171372 159188 159188 1265822 1239463 6876 19483 2662555 2544516 32561 85478 97482 41169 30501 25812 573939 573939 2057396 1645916 205740 205740 70481 70481 Direct Concert Expenses 2842546 2842546 Other Admin. Expenses 992938 641326 142415 209197 Media Expenses 15385 15385 55320592 46328786 6173222 2818584 228542 36408 6320206 6287137 37016742 39522922 752791 550307 9744 118347 620813 681447 283325 228195 4102088 4241364 79141784 39116161 41265835 40025623 124709799 146074339 42771884 39873747 258081769 277639836 44993122 41129649 6050073 6917199 28150000 28150000 79193195 76196848 X 4626478 12154928 30070971 36237070 144191125 153050990 178888574 201442988 258081769 277639836 X -758175 19099392 4213197 X 0 1 X 1 0 X 37569213 32485702 38170766 26996186 31657137 166879004 37569213 32485702 38170766 26996186 31657137 166879004 12347083 154531921 2463600 2410576 9192022 8115622 4080317 26262137 4511 6611 4344 6898 5323 27687 193168828 88276566 0.80000 0.86170 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1 0 0 1 100 0 0 1 5534 0 1 105000 110634 0 Part II-B, Line 1: All activities regarding lobbying activities concentrated on legislative matters only. Direct contact with legislators, their staffs, government officials, or legislative bodies by The Musical Arts Association volunteers, employees, trustees, or legal counsel occurred via telephone or an occasional meeting. 179557000 5647000 23760000 8314000 200650000 184733000 5494000 -2569000 8101000 179557000 178358000 9152000 4953000 7730000 184733000 156907000 6777000 21984000 7310000 178358000 140545000 6322000 17227000 7187000 156907000 0.21000 0.74000 0.05000 1 0 7963730 7963730 62685617 34289304 28396313 8492437 4826857 3665580 40025623 ABSOLUTE RETURN EQUITY FUND 17000315 F HEDGED EQUITY FUND 18447292 F CHARITABLE PERPETUAL TRUSTS 4426140 F 39873747 X 73467787 19099392 33480 620193 19753065 53714722 842347 5348 847695 54562417 50913373 33480 620193 653673 50259700 842347 4218545 5060892 55320592 Part V, Line 4: Unrestricted endowment assets consist of funds which have been designated by the Board of Trustees to function as endowment and for which the use of income is not governed by donor-imposed restrictions. Term or temporarily restricted endowments are subject to donor-imposed restrictions that will be met by actions of The Musical Arts Association and/or passage of time. Permanent endowments are subject to donor-imposed restrictions that require the assets be maintained in perpetuity. The use of income and any related appreciation may be subject to restriction by the donor. Part X, Line 2: The Association has been recognized by the Internal Revenue Service as an organization exempt from federal taxation under Section 501(c)(3) of the Internal Revenue Code. The Association is a public charity by reason of being described in Internal Revenue Code Section 170(b)(l)(A)(vi). The Association is exempt from federal income taxes except to the extent of income derived from unrelated business activities. Unrelated business income is not material to the financial statements. The Association completed an analysis of its tax positions, in accordance with Accounting Standards Codification (ASC) 740, Income Taxes and determined that no amounts were required to be recognized in the financial statements at June 30, 2017 and 2016. With few exceptions, the Association is no longer subject to examination by the Internal Revenue Service for years ending before 2014. Part XI, Line 2d - Other Adjustments: Cost of goods sold netted against revenue 145,776. Fundraising expenses netted against revenue 474,417. Part XI, Line 4b - Other Adjustments: Partnership Income 5,348. Part XII, Line 2d - Other Adjustments: Cost of goods sold netted against revenue 145,776. Fundraising expenses netted against revenue 474,417. Part XII, Line 4b - Other Adjustments: Pension Plan Liability Adjustment 4,218,545. Europe (Including Iceland & Greenland) - Albania, Andorra, Austria, Belgium 0 0 Program Services Foreign Tour 1397159 Central America and the Caribbean - Antigua & Barbuda, Aruba, Bahamas, 0 0 Investments 28880491 0 0 0 0 0 0 30277650 0 30277650 1 0 1 0 0 0 Part I, line 3: Foreign touring expenses are recorded on the accrual basis of accounting in The Musical Arts Association's financial books. X X X X X X X 1 Artsmarketing Services 260 E King St Toronto Ontario CA M5A 4L5 Telefunding 0 765433 241274 524159 Community Counselling Service Co LLC PO Box 824885 Philadelphia PA 19182 Fundraising campaign strategy consulting 0 0 218465 0 765433 459739 524159 FL OH Sev Hall Gala 1114144 897904 216240 15537 149204 62679 246997 1114144 897904 216240 15537 149204 62679 246997 474417 -258177 Schedule G, Part I, Line 2b, Column (v) The Professional fundraising agreement with Artsmarketing Services, Inc. stipulates that payments made are for professional fundraising services ($241,274) based upon the agreed upon revenue rate. Total Fundraising Expenses For the year ending June 30, 2017, the Musical Arts Association incurred total fundraising expenses of $2,818,584 (reported on Form 990, Part IX, line 25, column (D)), which represented 8.9% of the total contributions and grants revenue of $31,653,702 (reported on Form 990, Part VIII, line 1h). X X X X 1 1 X X X 0 1 0 0 0 0 0 0 0 James E Menger Asst Treasurer/CFO 214863 0 0 0 66419 0 10758 0 29984 0 322024 0 0 0 Andre Gremillet Executive Director 416156 0 0 0 37556 0 32155 0 71865 0 557732 0 0 0 William Warren Preucil Musician 535144 0 0 0 645 0 20689 0 22552 0 579030 0 0 0 Joshua S Smith Musician 272735 0 0 0 477 0 12433 0 8322 0 293967 0 0 0 Michael Sachs Musician 255933 0 0 0 645 0 16317 0 21502 0 294397 0 0 0 Donald Miller Musician 263769 0 0 0 1149 0 23338 0 8649 0 296905 0 0 0 Paul Yancich Musician 257226 0 0 0 783 0 22125 0 15358 0 295492 0 0 0 Gary Hanson - Former ED thru 12/31/15), Consultant (as of 1/1/16) 240408 0 0 0 0 0 0 0 9106 0 249514 0 0 0 Part I, Line 1a Charter Travel: The Cleveland Orchestra, on occasion, travels via charter flights when necessary to fulfill foreign or domestic tour concert scheduling requirements. Charter travel is not included in taxable compensation because commercial flights are not always available for domestic and international travel. Travel for Companions: The Executive Director's spouse occasionally travels with him attending concerts and other tour specific functions at the expense of the Musical Arts Association. Companion travel is not included in taxable compensation of the Executive Director in accordance with IRS rules and regulations. Housing allowance or residence for personal use: The Cleveland Orchestra compensated the Executive Director for temporary housing while he was house-hunting after relocating internationally to start in his position as the Executive Director. This was treated as taxable compensation to the Executive Director. Health or social club dues or initiation fees: The Cleveland Orchestra pays dues for the Executive Director's membership at the Union Club of Cleveland. This membership is used by the Executive Director solely for business purposes and is therefore not treated as taxable compensation to the Executive Director. The Cleveland Orchestra also pays gym membership dues for the Executive Director, which is treated as taxable compensation to the Executive Director. Part I, Line 4b Gary Hanson, former Executive Director, participated in a supplemental non-qualified retirement plan. The Musical Arts Association did not make a contribution to Mr. Hanson's plan during 2016. Andre Gremillet, Executive Director, participates in a supplemental non-qualified retirement plan. The Musical Arts Association credited his account for $32,155 in 2016. PART II Compensation & Fringe Benefits: The compensation and fringe benefits listed for James E. Menger are attributable to his status as a full-time employee of The Musical Arts Association. A County of Cuyahoga Ohio 346000817 232263CE1 2004-01-02 28150000 See Sch K, Part VI 0 0 0 A 28181772 325105 889523 26967144 2004 1 0 1 1 A 0 0 1 1 0 0.03100 0.03100 0 0 1 A 0 0 1 0 1 0 0 0 1 A 1 Schedule K, Part I, Column (f) - Description of Purpose of Bonds Proceeds from The County of Cuyahoga, Ohio Economic Development Revenue Refunding Bonds, Series 2003 Issuance were used to redeem The County of Cuyahoga, Ohio Economic Development Revenue Bonds, Series 1998, due April 1, 2028. The proceeds from the Series 1998 issuance funded certain costs associated with the renovation, expansion and restoration of Severance Hall, The Musical Arts Association's concert hall and principal offices. JAMES E MENGER CFO See Pt V - Retention for multi-year period X 75000 70222 0 1 1 JAMES E MENGER CFO See Pt V - Retention for multi-year period X 61250 48125 0 1 1 118347 X 110 1282480 Cost/Selling price 0 0 1 0 Part I, Column (b): The organization is reporting the number of contributions made. Form 990, Part III, line 3 In April 2017, the Cleveland Orchestra and the Miami Musical Association ("MMA") agreed to terminate the summary operating agreement, effective June 30, 2017. The Cleveland Orchestra will continue its Miami activities under a new business model without the involvement or support of MMA. Form 990, Part VI, Section A, line 2 The following Board members have family relationships: Alfred M. Rankin, Jr. and Clara T. Rankin Alfred M. Rankin, Jr. and Helen Rankin Butler Clara T. Rankin and Helen Rankin Butler Charles A. Ratner and Audrey Gilbert Ratner Form 990, Part VI, Section A, line 6 Membership in The Musical Arts Association ("ASSOCIATION") consists of two classes: (1) Voting Members and (2) Sustaining Members. The term "MEMBERS" shall refer only to Voting Members, unless otherwise specifically designated. The Voting Members consist of individuals who, from time to time, are serving as the Trustees of the ASSOCIATION. Sustaining members serve annually for a term of one year on the basis of having paid such level of annual financial support to the Association as the Board of Trustees may, from time to time, prescribe. Sustaining members shall be entitled to notice of, and to attend, the annual meeting. Form 990, Part VI, Section A, line 7a The Voting Members shall exercise all the rights and privileges and shall have all the responsibilities of MEMBERS under Ohio nonprofit corporate law. Only Voting Members shall be counted as MEMBERS for voting and quorum purposes. Sustaining members shall not be counted as MEMBERS for voting and quorum purposes. Form 990, Part VI, Section A, line 7b The Board of Trustees shall have general supervision and charge of the property, affairs and finances of the ASSOCIATION. The Board of Trustees may exercise all such powers and do all such things as may be exercised or done by the ASSOCIATION, subject to the provision of law, the articles of incorporation and the code of regulations. Without limiting the generality of the foregoing, the Board of Trustees shall have the following powers: (A) To purchase or otherwise acquire for the ASSOCIATION any property, rights or privileges that the ASSOCIATION is authorized to acquire, at such prices, on such terms and conditions, and for such consideration as it shall see fit, (B) To appoint, remove or suspend, such officers, agents, and employees as it shall see fit, either permanently or temporarily, to terminate the duties of such officers, agents and employees, to change the salaries or emoluments of such officers, agents and employees, (C) To appoint any person or persons to accept or hold in trust for the ASSOCIATION any property belonging to the ASSOCIATION or in which the ASSOCIATION is interested, or for any other purpose, and to execute and do all such duties and things as may be required in relation to any such trust, (D) To determine who shall be authorized to sign, on the ASSOCIATION's behalf, bills, notes, receipts, acceptances, endorsements, checks, leases, releases, mortgages, contracts and other documents, and (E) To present or cause to be presented to each annual meeting and to any special meeting, when required by any resolution thereof, a full and clear statement of the affairs and conditions of the ASSOCIATION. Form 990, Part VI, Section B, line 11b MAA Finance Department supplies all of the information necessary for RSM US LLP to prepare a draft Form 990. The Form 990 is then updated for any agreed upon revisions. The updated Form 990 is circulated to the Audit Committee, with any suggested revisions that weren't agreed upon so noted. At the same time, the Musical Arts Association Trustees are notified that the draft Form 990, in public disclosure form, is available for their review. Trustees are invited to submit any comments they have on the draft Form 990 to Finance Department staff, who will summarize and distribute them to the Audit Committee. The Audit Committee then meets and reviews and discusses the draft Form 990, including the complete Schedule of Contributors (Schedule B), with Management and RSM US LLP. Once final, the Form 990, in public disclosure form, is made available to Musical Arts Association Trustees, and then it is filed with the Internal Revenue Service. Form 990, Part VI, Section B, line 12c Voting members, trustees and committee members (collectively "TRUSTEES"), officers, and senior management of The Musical Arts Association (ASSOCIATION) are covered under the conflict of interest policy. Documented procedures are in place for handling potential conflicts of interest (1) when a transaction or arrangement is considered by the Board or a committee and (2) when a transaction or arrangement is considered by an officer or senior manager. Also, procedures are in place for identification of potential conflicts of interest in connection with Musical Arts Association transactions or arrangements with trustees, officers, or senior managers (i.e. parties-in-interest) where the following relationships exist (1) Parties-in-interest are employed by or have a compensation relationship with the person or entity with which the ASSOCIATION has or is negotiating a transaction or arrangement, (2) Parties-in-interest serve in the capacity of Director, Trustee, Officer, Member, Manager, Committee member, Partner, or other similar position of influence with a for-profit person or entity with which the ASSOCIATION has or is negotiating a transaction or arrangement, and (3) Parties-in-interest have an actual or potential ownership or investment interest in a person or entity with which the ASSOCIATION has or is negotiating a transaction or arrangement. Parties-in-interest are required to submit to the ASSOCIATION an annual statement acknowledging receipt and review of the conflict of interest policy and disclosure of potential conflicts of interest. When a Trustee, Officer, or Senior Manager is participating in the consideration of a transaction or other arrangement of the ASSOCIATION by the Board of Trustees or a Board committee, and a potential conflict of interest exists, with respect to such transaction or other arrangement, the Trustee, Officer, or Senior Manager (1) shall disclose to the Trustees or Committee thereof considering the transaction or other arrangement his or her potential conflict of interest, (2) shall present any relevant information to the Trustees or Committee thereof and answer any questions posed by them, and (3) shall excuse himself or herself from the meeting for the discussion and vote by the disinterested trustees or committee members on the transaction or arrangement and all matters related thereto. When an officer or a Senior Manager is handling a transaction or other arrangement of the ASSOCIATION that will not be placed before the Board or a Board Committee, and the Officer or senior Manager has a potential conflict of interest, the Officer or Senior Manager (1) shall disclose the potential conflict of interest to the ASSOCIATION's Executive Director, in the case of a Senior Manager, or to the Executive Committee, in the case of an Officer, (2) shall present any relevant information to, and answer any questions posed by, the Executive Director or the Executive Committee, and (3) shall not authorize or approve such transaction or other arrangement, and the authorization or approval shall be undertaken by the Executive Director or the Executive Committee. When the Senior Manager with the potential conflict is the Executive Director, the foregoing procedures shall be followed except that the ASSOCIATION's President shall assume the oversight, authorization, and approval of the transaction or arrangement. Form 990, Part VI, Section B, line 15 The compensation subcommittee functions as a subcommittee of the personnel committee and shall evaluate annually and recommend periodically the compensation of the ASSOCIATION's Executive Director and Music Director. Responsibilities include evaluating the Executive Director's and Music Director's performance annually, recommending the annual goals and objectives for the Executive Director, setting the Executive Director's and Music Director's compensation and any bonus, and relying upon appropriate data as to comparability (including compensation levels paid by similarly situated organizations for functionally comparable positions) prior to making its compensation determination. This process was last undertaken in 2017. The compensation subcommittee reviews the overall compensation program for the Senior Management of the ASSOCIATION established and recommended by the Executive Director. Compensation and any bonuses are set relying upon appropriate data based on comparability (including compensation levels paid by similarly situated organizations for functionally comparable positions). This process was last undertaken in 2017. Form 990, Part VI, Section C, line 19 The ASSOCIATION's audited financial statements are made public upon request, for the same period of time as set forth in the Internal Revenue Code section 6104(d), to grant-making institutions as part of the grant application request process. Additionally, summary financial information is included in the annual report. The Musical Arts Association's articles of incorporation are on file with the Secretary of State in Ohio. Form 990, Part XI, line 9: Partnership Revenue -5,348. Pension Plan Liability Adjustment 4,218,545.