2012-05-11T14:05:48-05:00 2011-06-30 EIDE BAILLY LLP 800 NICOLLET MALL STE 1300 MINNEAPOLIS MN 554027033 990 2010-07-01 410829498 THE SAINT PAUL CHAMBER ORCHESTRA SOCIETY SAIN 6512923248 408 ST PETER STREET 3RD FLOOR ST PAUL MN 55102 JULIE FLIFLET 6512923248 2012-04-26 1 KIM HUNWARDSEN CPA 6122536500 2012-04-26 2010 2016-02-24 21:20:13Z SARAH S LUTMAN 408 ST PETER STREET 3RD FLOOR ST PAUL MN 55102 20042279 0 X WWW.THESPCO.ORG X 1958 MN TO PERFORM BRILLIANTLY AND ADVOCATE FOR THE CHAMBER ORCHESTRA AND CHAMBER MUSIC REPERTOIRE. 57 53 272 292 4651 0 6717078 6750878 2146034 1993313 140396 1550604 146991 178631 9150499 10473426 0 0 0 0 6750312 6703772 145649 144328 1026536 4266956 4385065 11162917 11233165 -2012418 -759739 42665160 44530603 2237781 2215905 40427379 42314698 X WE SERVE AND ENRICH OUR COMMUNITY BY PROVIDING WORLD-CLASS CHAMBER ORCHESTRA AND CHAMBER MUSIC TO THE BROADEST POSSIBLE AUDIENCE, WHILE VIGOROUSLY ADVOCATING FOR OUR ART FORM. 0 0 9133444 1993313 ORGANIZATION SUMMARYTHE SAINT PAUL CHAMBER ORCHESTRA IS THE NATION'S ONLY FULL-TIME PROFESSIONAL CHAMBER ORCHESTRA AND IS WIDELY REGARDED AS ONE OF THE FINEST CHAMBER ORCHESTRAS IN THE WORLD. IN COLLABORATION WITH ARTISTIC PARTNERS, THE 34 VIRTUOSO MUSICIANS PRESENT MORE THAN 130 CONCERTS AND EDUCATIONAL PROGRAMS EACH YEAR, AND ARE REGULARLY BROADCAST REGIONALLY, NATIONALLY AND INTERNATIONALLY IN PARTNERSHIP WITH MINNESOTA PUBLIC RADIO. THE SPCO IS RECOGNIZED FOR ITS STRONG COMMITMENT TO MAKING ITS MUSIC ACCESSIBLE TO THE COMMUNITY, NAMELY THROUGH PROVIDING AFFORDABLE TICKETS AND PERFORMING IN NUMEROUS LOCATIONS THROUGHOUT THE TWIN CITIES METROPOLITAN AREA. THE SPCO HAS RELEASED 67 RECORDINGS, COMMISSIONED 127 NEW WORKS, AND PERFORMED THE WORLD PREMIERE OF 49 ADDITIONAL COMPOSITIONS. THE SPCO HAS EARNED THE DISTINCTION OF 15 ASCAP AWARDS FOR ADVENTUROUS PROGRAMMING. RENOWNED FOR ITS ARTISTIC EXCELLENCE AND REMARKABLE VERSATILITY OF MUSICAL STYLES, THE SPCO TOURS NATIONALLY AND INTERNATIONALLY, INCLUDING PERFORMANCES IN PREMIER VENUES IN EUROPE, ASIA AND SOUTH AMERICA. LAUNCHED IN 1995, THE SPCO'S AWARD-WINNING CONNECT EDUCATION PROGRAM REACHES MORE THAN 5,000 STUDENTS AND TEACHERS ANNUALLY IN 16 MINNEAPOLIS AND ST. PAUL PUBLIC SCHOOLS. FOR MORE INFORMATION, VISIT WWW.THESPCO.ORG.2010-11 ARTISTIC HIGHLIGHTSTHE SPCO PERFORMED CONCERT SERIES IN 10 LOCATIONS THROUGHOUT THE TWIN CITIES DURING 2010-11. MORE THAN 94 SUBSCRIPTION CONCERTS FEATURED THE MUSICIANS OF THE SPCO ALONGSIDE WORLD-RENOWNED GUEST ARTISTS AND CONDUCTORS INCLUDING THE SPCO'S ARTISTIC PARTNERS: CONDUCTOR ROBERTO ABBADO, SOPRANO DAWN UPSHAW, CONDUCTOR EDO DE WAART, CONDUCTOR AND PIANIST CHRISTIAN ZACHARIAS, AND VIOLINIST AND CONDUCTOR THOMAS ZEHETMAIR. PROGRAMMING INCLUDED AN ABUNDANCE OF MOZART, INCLUDING A SEMI-STAGED VERSION OF DON GIOVANNI UNDER THE BATON OF ROBERTO ABBADO TO OPEN THE SEASON. THE MUSIC OF HAYDN WAS ALSO A FOCUS, WITH PERFORMANCES OF HIS HARMONIEMESSE (PERFORMED WITH THE SPCO CHORALE) CLOSING THE SEASON.FOUR CONDUCTORS WHO SPECIALIZE IN THE BAROQUE REPERTOIRE LED PROGRAMS DURING 2010-11, INCLUDING CONDUCTOR HARRY BICKET, HARPSICHORDIST AND CONDUCTOR LAURENCE CUMMINGS, HARPSICHORDIST AND CONDUCTOR TON KOOPMAN AND FORMER ARTISTIC PARTNER NICHOLAS MCGEGAN. THE SPCO PERFORMED TWO WORLD PREMIERES IN 2010-11. IN NOVEMBER, THE WORLD PREMIERE OF GRAMMY-NOMINATED JAZZ PIANIST AND COMPOSER BRAD MEHLDAU'S HIGHWAY RIDER WAS PERFORMED WITH MEHLDAU'S QUINTET AT THE WALKER ART CENTER AND THEN REPRISED AT CARNEGIE HALL'S ZANKEL HALL. IN FEBRUARY, ARTISTIC PARTNER DAWN UPSHAW AND CONDUCTOR JOANA CARNEIRO JOINED THE SPCO TO PRESENT THE WORLD PREMIERE OF LA CENTINELA Y LA PALOMA (THE KEEP AND THE DOVE) BY GABRIELA FRANK, AN SPCO COMMISSION. BROAD ACCESSIBILITYTHE SPCO MAINTAINED ITS COMMITMENT TO MAKING ITS MUSIC ACCESSIBLE TO THE BROADEST POSSIBLE AUDIENCE IN 2010-11, OFFERING ALL TICKETS FOR ONLY $10, $25 OR $40. MORE THAN 80 PERCENT OF SPCO TICKETS WERE AVAILABLE FOR $25 OR LESS. THE SPCO ALSO MAINTAINED ITS COMMITMENT TO GEOGRAPHIC ACCESSIBILITY DURING 2010-11 BY CONTINUING TO PRESENT CONCERT SERIES IN EDEN PRAIRIE, STILLWATER, APPLE VALLEY, WAYZATA, ARDEN HILLS, UPTOWN, AND ON SAINT PAUL'S SUMMIT AVENUE. IN MARCH OF 2011, THE SPCO, IN COLLABORATION WITH MPR, LAUNCHED THE LISTENING LIBRARY, AN ARCHIVE OF OVER 150 SPCO PERFORMANCES AVAILABLE FOR FREE STREAMING THROUGH THE SPCO WEBSITE. (SINCE THE LAUNCH THE LIBRARY HAS GROWN TO NOW INCLUDE NEARLY 200 PERFORMANCES.) PROVIDING FREE LISTENING IS PART OF THE SPCO'S LARGER EFFORT TO MAKE ITS MUSIC AS BROADLY ACCESSIBLE AS POSSIBLE. EDUCATION PROGRAMSTHE SPCO CONTINUED TO PROVIDE ITS CONNECT EDUCATION PROGRAM TO THE MINNEAPOLIS AND SAINT PAUL PUBLIC SCHOOLS DURING THE 2010-11 SEASON. THE CONNECT ELEMENTARY EDUCATION PROGRAM PROVIDED OVER 250 CLASSROOM VISITS TO 5,000 STUDENTS IN 16 MINNEAPOLIS AND SAINT PAUL PUBLIC SCHOOLS, BOLSTERING THE CURRICULUM AND INSPIRING A LIFE-LONG LOVE OF MUSIC AMONGST PARTICIPANTS. THE CONNECT ORCHESTRAL PROGRAM OFFERED MIDDLE SCHOOLS A SEMESTER-LONG RESIDENCY WITH A LOCAL COMPOSER, BUILDING ON STUDENTS' EXISTING MUSICAL KNOWLEDGE AND TEACHING THEM COMPOSITION AND IMPROVISATION. MORE THAN 11,000 FREE TICKETS WERE DISTRIBUTED FOR 16 FAMILY CONCERTS DURING 2010-11. PROGRAMS INCLUDED START THE MUSIC! GEARED TOWARD 3-6 YEAR OLDS AND THEIR FAMILIES AND THE XPLORCHESTRA! AND ORDWAY FAMILY CONCERT PROGRAMS FOR SCHOOL-AGED CHILDREN AND THEIR FAMILIES. FREE TICKETS TO THESE PROGRAMS WERE ONCE AGAIN MADE POSSIBLE THROUGH SUPPORT FROM TARGET. THE SPCO ALSO CONTINUED TO OFFER SATURDAY SPECIAL, A UNIQUE OPPORTUNITY FOR TALENTED HIGH SCHOOL MUSICIANS TO BE COACHED DIRECTLY BY SPCO MUSICIANS. THIS PROGRAM, OFFERED IN COLLABORATION WITH GREATER TWIN CITIES YOUTH SYMPHONIES, SERVED 19 HIGH SCHOOL STUDENTS DURING THE 2010-11 SEASON.CAMP SPCO, AN ANNUAL OPPORTUNITY FOR LOCAL ADULT AMATEUR INSTRUMENTALISTS TO PARTICIPATE IN A WEEKEND OF WORKSHOPS AND COACHING BY SPCO MUSICIANS, SERVED 17 TWIN CITIES ADULTS DURING 2010-11. FANFARE PRE-CONCERT PRESENTATIONS WERE PROVIDED PRIOR TO 60 CONCERTS DURING 2010-11, SERVING APPROXIMATELY 100 ATTENDEES PER PRESENTATION. IN THE COMMUNITYIN ADDITION TO CONCERTS AND EDUCATIONAL PROGRAMS, THE SPCO PARTICIPATED IN SEVERAL OTHER COMMUNITY ACTIVITIES DURING 2010-11, INCLUDING THREE FREE CHAMBER MUSIC CONCERTS AT THE CAPRI THEATER IN NORTH MINNEAPOLIS, A FREE CONCERT AT A CENTER FOR THE ARTS IN FERGUS FALLS, PERFORMANCES OF ORPHEUS AND EURYDICE WITH THE MINNESOTA OPERA, AND A RECORDING PROJECT WITH A PRAIRIE HOME COMPANION.THE SPCO ALSO PARTICIPATED IN THE FOURTH ANNUAL CONCRETE AND GRASS LOWERTOWN MUSIC FESTIVAL IN DOWNTOWN ST. PAUL IN SEPTEMBER 2010. A FOUNDING MEMBER OF THE FESTIVAL, THE SPCO WAS ONE OF MANY LOCAL ACTS REPRESENTING A WIDE ARRAY OF GENRES. THE SPCO ALSO ANNOUNCED A STRATEGIC ALLIANCE WITH GREATER TWIN CITIES YOUTH SYMPHONIES IN APRIL 2011. THIS UNIQUE ALLIANCE WILL ALLOW THE TWO ORGANIZATIONS TO SHARE EXPERTISE, RESOURCES AND INFRASTRUCTURE, MAKING BOTH ORGANIZATIONS FINANCIALLY STRONGER. THE ALLIANCE WILL ALSO PROVIDE OPPORTUNITIES FOR GREATER COLLABORATION ON PROGRAMS. TOURINGTHE SPCO PERFORMED TWICE AT CARNEGIE HALL DURING 2010-11: A PERFORMANCE OF BRAD MEHLDAU'S HIGHWAY RIDER IN NOVEMBER AND A MAY APPEARANCE WITH DAWN UPSHAW AND CONDUCTOR/COMPOSER MARIA SCHNEIDER AS A PART OF THE INAUGURAL SPRING FOR MUSIC FESTIVAL. THE SPCO ALSO PERFORMED CONCERTS AT ST. OLAF COLLEGE AND CARLETON COLLEGE IN NORTHFIELD, MN DURING THE 2010-11 SEASON. AS PART OF A RESIDENCY WITH THE UNIVERSITY OF CHICAGO, THE SAINT PAUL CHAMBER ORCHESTRA PERFORMED TWO CONCERTS AT THE UNIVERSITY OF CHICAGO'S MANDEL HALL DURING 2010-11. BROADCAST AND DIGITAL MEDIA ACTIVITYTHE SPCO CONTINUED TO BE BROADCAST VIA ITS MEDIA PARTNER, MINNESOTA PUBLIC RADIO (MPR), DURING THE 2010-11 SEASON. THE SPCO WAS BROADCAST REGIONALLY 36 TIMES DURING 2010-11, THROUGH ITS MONDAY NIGHT SHOW ON MPR'S CLASSICAL 99.5. THE SPCO'S PROGRAM IS HEARD BY MORE THAN 20,000 LISTENERS EACH WEEK ACROSS MINNESOTA. THERE WERE ALSO TWO LIVE, NATIONAL BROADCASTS DURING 2010-11.THE SPCO WAS FEATURED 132 TIMES ON PUBLIC RADIO'S PERFORMANCE TODAY DURING 2010-11, WHICH REACHES 1.3 MILLION LISTENERS EACH WEEK ON 256 STATIONS. THE SPCO WAS FEATURED 20 TIMES ON SYMPHONYCAST, WHICH REACHES 335,000 LISTENERS EACH WEEK ON 126 STATIONS NATIONWIDE. THE SPCO WAS ALSO FEATURED 77 TIMES ON CLASSICAL 24 AND 130 TIMES ON CLASSICAL 99.5 DURING HOSTED SHOWS. 9133444 1 1 0 0 0 0 0 0 1 1 1 0 1 1 1 1 0 0 0 1 0 0 1 1 0 0 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 1 1 1 0 0 1 82 0 1 272 1 1 1 1 BD CJ LU 0 0 0 1 1 0 0 0 0 X 57 53 1 0 1 0 1 1 0 1 1 0 0 1 1 1 1 1 1 1 1 0 MN X JULIE FLIFLET 6512923248 408 ST PETER STREET 3RD FLOOR ST PAUL MN 55102 DOBSON WEST 1.00 X X 0 0 0 ERWIN A KELEN 1.00 X X 0 0 0 AJ HUSS JR 1.00 X X 0 0 0 LOWELL J NOTEBOOM 1.00 X X 0 0 0 LINDA D STINSON 1.00 X X 0 0 0 THOMAS M BROWN 1.00 X X 0 0 0 JO BAILEY 1.00 X 0 0 0 JOSEPH M BARSKY 1.00 X 0 0 0 WAYNE BROWN 1.00 X 0 0 0 CALVIN CHUNG 1.00 X 0 0 0 RICHARD J COHEN 1.00 X 0 0 0 ANNETTE CONKLIN 1.00 X 0 0 0 CAROL DAMBERG 1.00 X 0 0 0 SANDRA L DAVIS 1.00 X 0 0 0 JOAN R DUDDINGSTON 1.00 X 0 0 0 KATHY GREMILLION 1.00 X 0 0 0 INGRID LENZ HARRISON 1.00 X 0 0 0 JAMES N HAYMAKER 1.00 X 0 0 0 PETER E JACKSON 1.00 X 0 0 0 JAMES E JOHNSON 1.00 X 0 0 0 ARTHUR W KAEMMER MD 1.00 X 0 0 0 PAUL B KLAAS 1.00 X 0 0 0 RANDALL J KROLL 1.00 X 0 0 0 WILLIAM C KUHLMANN 1.00 X 0 0 0 KAREN LARSEN 1.00 X 0 0 0 ROBERT L LEE 1.00 X 0 0 0 DAVID L LILLEHAUG 1.00 X 0 0 0 LAURA LIU 1.00 X 0 0 0 STEPHEN H MAHLE 1.00 X 0 0 0 JEROME MIRANOWSKI 1.00 X 0 0 0 AMY MOON 1.00 X 0 0 0 ALFRED P MOORE 1.00 X 0 0 0 BETTY MYERS 1.00 X 0 0 0 JENNY LIND NILSSON 1.00 X 0 0 0 DEBORAH J PALMER 1.00 X 0 0 0 PAULA PATINEAU 1.00 X 0 0 0 DANIEL R PENNIE 1.00 X 0 0 0 ANDREW J REDLEAF 1.00 X 0 0 0 DONALD E RYKS 1.00 X 0 0 0 WARREN SAMPSON 1.00 X 0 0 0 ANTHONY C SCARFONE 1.00 X 0 0 0 DANIEL J SCHMECHEL 1.00 X 0 0 0 FRED SEWELL 1.00 X 0 0 0 RONALD SIT 1.00 X 0 0 0 MARSCHALL I SMITH 1.00 X 0 0 0 SHERRY SPENCE 1.00 X 0 0 0 JOSEPH H TASHJIAN 1.00 X 0 0 0 BETH R TAYLOR 1.00 X 0 0 0 DIANE L THORMODSGARD 1.00 X 0 0 0 KRISTEN SMITH WENKER 1.00 X 0 0 0 ELIZABETH WILLIS 1.00 X 0 0 0 MAX ZARLING 1.00 X 0 0 0 KELLY LINDQUIST 1.00 X 0 0 0 CAROLYNN JOHNSON 1.00 X 0 0 0 D WILLIAM KAUFMAN 1.00 X 0 0 0 DONNA KELLY 1.00 X 0 0 0 BRENDA MANUEL MICKENS 30.00 X 66972 0 25756 CAROLE MASON SMITH 30.00 X 72908 0 24372 SARAH LUTMAN 40.00 X X 206248 0 15984 JON LIMBACHER 40.00 X 193230 0 16600 JULIE FLIFLET 40.00 X 85654 0 1443 RUGGERO ALLIFRANCHINI 30.00 X 124961 0 16338 STEVEN COPES 30.00 X 173158 0 23502 KATHRYN GREENBANK 30.00 X 105300 0 28730 1028431 0 152725 5 0 1 0 BENNETT DIRECT 231 E BUFFALO ST SUITE 200 MILWAUKEE WI 53202 TELEFUNDING 172915 OPUS 3 ARTISTS 470 PARK AVE S 9TH FLOOR N NEW YORK NY 10016 GUEST ARTIST 163830 IMG ARTISTS LLC 152 W 57TH ST CARNEGIE HALL TOWER NEW YORK NY 10019 GUEST ARTIST 103040 3 155096 550866 6044916 568487 6750878 TICKET REVENUE 711130 1526135 1526135 CONCERTS FOR A FEE 711130 459241 459241 RECORDING AND OTHER 711130 7937 7937 1993313 242065 4651 237414 4374 635 3739 3739 3739 10741764 14000 9442148 5077 1299616 8923 1308539 1308539 119235 155096 120993 -1758 -1758 OTHER INVESTMENT INCOM 900099 176650 176650 176650 10473426 1993313 4651 1724584 728881 347751 167882 213248 4808346 4241384 228466 338496 289301 289193 108 493670 406537 41463 45670 383574 322145 26614 34815 2395 2395 23584 13880 9704 37900 29804 8096 144328 144328 104917 104917 219687 175930 35676 8081 36447 36447 406222 273742 50616 81864 112014 8536 103478 441451 364431 45233 31787 122530 55939 53426 13165 516943 316543 153665 46735 CONCERT/PRODUCTION EXPE 2031078 2031073 5 ORCHESTRA TRAVEL/TOUR/R 148508 144451 4057 OTHER ARTISTIC OPERATIO 60163 60163 121226 45299 22236 53691 11233165 9133444 1073185 1026536 X 9525 8696 0 829 984254 852350 4593466 3501412 43005 91531 167781 59000 50000 250227 236310 4851696 3233210 1542942 1618486 6796220 6441230 24915052 27792545 161361 3313213 3785378 42665160 44530603 348980 500967 1216045 1102163 672756 612775 2237781 2215905 X -2058770 -333339 4499125 3611247 37987024 39036790 40427379 42314698 42665160 44530603 X -759739 2647058 X 0 1 1 X 0 X 11049964 10421597 5932521 6717078 6750878 40872038 11049964 10421597 5932521 6717078 6750878 40872038 3462786 37409252 1436742 2558055 725618 492872 423021 5636308 46508346 12959354 0.80440 0.75430 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 35828644 520000 4055212 1617702 184575 38601579 35251965 149089 2241148 1627153 186405 35828644 41874136 188634 -4932772 1544810 333223 35251965 1.00000 1 1 1 2490448 1818562 671886 2337248 1414648 922600 24000 24000 1618486 ABSOLUTE RETURN STRATEGIES 19944204 F PRIVATE EQUITY 2504751 F REAL ASSETS 5343590 F 27792545 BENEFICIAL INTEREST IN CHARITABLE TRUST 3785378 3785378 DEFERRED RENT AND GIFTS 612775 612775 10473426 11233165 -759739 2164424 482634 2647058 1887319 12836392 2164424 5400 298059 2467883 10368509 104917 104917 10473426 10949073 5400 5400 10943673 104917 184575 289492 11233165 DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: THE ENDOWMENT CONSISTS OF POOLED FUNDS RESTRICTED FOR THE LONG-TERM SUPPORT OF THE SAINT PAUL CHAMBER ORCHESTRA. THE ENDOWMENT IS INVESTED FOR PURPOSES OF EARNING INCOME (DIVIDENDS, INTEREST, AND REALIZED AND UNREALIZED GAINS). THE INCOME CAN GENERALLY BE USED TO OFFSET FUND MANAGEMENT EXPENSES, OPERATING FUND ADDITIONAL SUPPORT, OR BE REINVESTED IN ACCORDANCE WITH THE SPCO'S INVESTMENT POLICY. RESTRICTED ENDOWMENT INCOME IS USED FOR ITS INTENDED PURPOSE. DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: THE SOCIETY IS INCORPORATED IN THE STATE OF MINNESOTA, IS DESIGNATED AS A NONPROFIT 501(C)(3) CORPORATION AND IS EXEMPT FROM FEDERAL AND STATE INCOME TAXES. DURING 2010, THE SOCIETY ADOPTED THE PROVISIONS OF ACCOUNTING STANDARDS CODIFICATION (ASC) 740-10 (PREVIOUSLY FINANCIAL INTERPRETATION NO. 48, ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES). THE SOCIETY UNDERGOES AN ANNUAL ANALYSIS OF ITS VARIOUS TAX POSITIONS, ASSESSING THE LIKELIHOOD OF THOSE POSITIONS BEING UPHELD UPON EXAMINATION WITH RELEVANT TAX AUTHORITIES. THE IMPLEMENTATION OF THIS STANDARD HAD NO MATERIAL IMPACT ON THE FINANCIAL STATEMENTS. AS OF BOTH THE DATE OF ADOPTION AND AS OF JUNE 30, 2011, NO AMOUNTS WERE RECORDED AS A RESULT OF THIS ANALYSIS. THE SOCIETY IS NO LONGER SUBJECT TO FEDERAL TAX EXAMINATIONS BY TAX AUTHORITIES FOR YEARS BEFORE 2008 AND STATE EXAMINATIONS FOR YEARS BEFORE 2007. PART XI, LINE 8 - OTHER ADJUSTMENTS: CHANGE IN VALUE OF BENEFICIAL INTEREST IN CHARITABLE TRUST 495,855. CHANGE IN VALUE OF GIFT ANNUITIES -75,674. CHANGE IN DISCOUNT ON PLEDGES RECEIVABLE 62,453. PART XII, LINE 2D - OTHER ADJUSTMENTS: CHANGE IN VALUE OF BENEFICIAL INTEREST IN CHARITABLE TRUSTS 495,855. CHANGE IN VALUE OF GIFT ANNUITIES -75,674. CHANGE IN DISCOUNT ON PLEDGES RECEIVABLE 62,453. FUNDRAISING EXPENSES REPORTED IN REVENUE ON FINANCIAL STATEMENTS -184,575. PART XIII, LINE 4B - OTHER ADJUSTMENTS: FUNDRAISING EXPENSES REPORTED IN REVENUE ON FINANCIAL STATEMENTS 184,575. CENTRAL AMERICA AND THE CARIBBEAN 0 0 ENDOWMENT INVESTMENTS EUROPE 0 0 ENDOWMENT INVESTMENTS 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 PROCEDURE FOR MONITORING GRANTS OUTSIDE THE U.S.: SCHEDULE F, PART I, LINE 2: THE ORGANIZATION DOES NOT AWARD GRANTS OR ASSISTANCE OUTSIDE THE UNITED STATES. THE ORGANIZATION ONLY HAS INVESTMENT ACTIVITIES OUTSIDE THE UNITED STATES. X X X X X X X 1 BENNETT DIRECT 231 E BUFFALO ST SUITE 200 MILWAUKEE WI 53202 TELEFUNDING 0 282231 144265 137966 282231 144265 137966 MN GALA 259452 144087 115365 111097 OPENING NIGHT 14879 11009 3870 9896 274331 155096 119235 120993 120993 -1758 X X X X 0 0 0 0 0 0 0 0 0 SARAH LUTMAN 205739 0 0 0 509 0 0 0 16640 0 222888 0 0 0 JON LIMBACHER 192722 0 0 0 508 0 0 0 17256 0 210486 0 0 0 STEVEN COPES 172010 0 0 0 1148 0 16344 0 8305 0 197807 0 0 0 ELSA NILSSON FAMILY MEMBER OF CURRENT BOARD MEMBER 69762 COMPENSATION 0 CHUCK ULLERY FAMILY MEMBER OF CURRENT BOARD MEMBER 82564 COMPENSATION 0 0 X 40 416294 AVERAGE OF HIGH/LOW X MISCELLANEOUS 60 152193 ESTIMATED FAIR MARKET VALUE 0 1 1 THIRD PARTY USE: PART I, LINE 32B: THE SPCO USES UBS TO SELL STOCK GIFTS. GENERALLY THE DONOR WILL CONTACT THE SPCO TO TELL US THEY ARE DONATING STOCK. THEY ARE GIVEN THE INFORMATION ON TRANSFERRING THE STOCK TO UBS. ONCE RECEIVED, UBS SELLS THE STOCK AND SENDS THE PROCEEDS TO THE SPCO. OCCASIONALLY A DONOR WILL USE THEIR OWN BROKER TO SELL THE STOCK AND THEN THE PROCEEDS ARE RECEIVED FROM THAT BROKER. FORM 990, PART VI, SECTION A, LINE 1 THE BOARD OF DIRECTORS MAY DESIGNATE AN EXECUTIVE COMMITTEE WITH SUCH MEMBERS AND DUTIES AS MAY BE SPECIFIED BY THE BOARD OF DIRECTORS FROM TIME TO TIME. ALL EXECUTIVE COMMITTEE MEMBERS SHALL BE DIRECTORS. THE EXECUTIVE COMMITTEE SHALL AT ALL TIMES BE SUBJECT TO THE CONTROL AND DIRECTION OF THE BOARD OF DIRECTORS. ONE-THIRD (1/3) OF THE EXECUTIVE COMMITTEE SHALL CONSTITUTE A QUORUM. A MAJORITY OF THE VOTES CAST SHALL GOVERN IN EVERY MATTER VOTED UPON. FORM 990, PART VI, SECTION A, LINE 2 PAULA PATINEAU AND JOE TASHJIAN HAVE A FAMILY RELATIONSHIP. BETTY MYERS AND PETER B MYERS HAVE A FAMILY RELATIONSHIP. ROBERT LEE & LINDA STINSON HAVE A BUSINESS RELATIONSHIP. FORM 990, PART VI, SECTION A, LINE 4 A SUMMARY OF SIGNIFICANT CHANGES TO THE BYLAWS INCLUDE: *ELIMINATING HONORARY MEMBERS *ADDED REFERENCE TO THE RIGHTS OF VOTING MEMBERS TO INSPECT THE MEMBERSHIP LIST *CLARIFIED LANGUAGE REGARDING MEETING QUORUMS *CLARIFIED LANGUAGE ON WRITTEN ACTION AND WRITTEN BALLOT FOR MEETINGS *ADDED PROVISIONS FOR REMOTE PARTICIPATION IN MEETINGS *APPLIED A MORE DISCIPLINED PROCESS FOR SUBMITTING AND CONSIDERING BOARD NOMINATIONS *ADDED A REQUIREMENT THAT THE BOARD MEET AT LEAST ONCE PER FISCAL YEAR *INCORPORATED ADDITIONAL MEANS OF GIVING NOTICE OF BOARD MEETINGS *CLARIFIED MECHANICS AROUND CALLING SPECIAL MEETINGS OF THE BOARD *CLARIFIED LANGUAGE REGARDING QUORUMS FOR BOARD MEETINGS *ELIMINATED MUSIC DIRECTOR AS A DESIGNATED OFFICER POSITION *CLARIFIED MECHANICS AROUND APPOINTMENT OF COMMITTEE CHAIRS FORM 990, PART VI, SECTION A, LINE 6 THIS ORGANIZATION'S VOTING MEMBERS CONSIST OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE GOVERNING MEMBERS OF THE CORPORATION. ALL PERSONS AND ORGANIZATIONS THAT CONTRIBUTE OR PLEDGE AT LEAST $2,500 DURING THE ORGANIZATION'S MOST RECENT OR CURRENT FISCAL YEAR MAY ELECT TO BE DESIGNATED AS A GOVERNING MEMBER. FORM 990, PART VI, SECTION A, LINE 7A EACH YEAR THE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS SUBMITS A LIST OF RECOMMENDED NOMINEES FOR APPROVAL AT THE ANNUAL MEETING. FORM 990, PART VI, SECTION B, LINE 11 THE RETURN IS REVIEWED BY THE DIRECTOR OF FINANCE PRIOR TO BOARD REVIEW. A COPY OF THE FORM 990 IS PROVIDED TO THE BOARD AND APPROVED BEFORE IT IS FILED. FORM 990, PART VI, SECTION B, LINE 12C ALL OFFICERS, DIRECTORS, AND KEY EMPLOYEES ARE REQUIRED TO SIGN A CONFLICT OF INTEREST FORM ANNUALLY. THE EXECUTIVE ASSISTANT REVIEWS THE FORMS AND FORWARDS ANY ITEMS NOTED TO THE GOVERNANCE COMMITTEE FOR REVIEW. THE RESTRICTIONS IMPOSED ON A PERSON WITH A CONFLICT ARE DETERMINED BY THE GOVERNANCE COMMITTEE AND WOULD TYPICALLY INCLUDE A RESTRICTION FROM VOTING ON MATTERS RELATED TO THE CONFLICT. FORM 990, PART VI, SECTION B, LINE 15 FOR THE PRESIDENT & MANAGING DIRECTOR POSITIONS, REBUTTABLE PRESUMPTIONS DATA IS COMPILED AND REVIEWED AND THE GENERAL PARAMETERS OF THEIR EMPLOYMENT AGREEMENT IS COMPARED AGAINST THIS DATA BEFORE THE EMPLOYMENT AGREEMENT IS FINALIZED WITH CANDIDATES. ANNUALLY THE EXECUTIVE COMMITTEE UNDERTAKES A PERFORMANCE EVALUATION OF THE PRESIDENT AND ADDRESSES THE PRESIDENT'S COMPENSATION. OTHER OFFICERS OR KEY EMPLOYEES FOLLOW THE REGULAR ORGANIZATION-WIDE PRACTICES WHERE COMPENSATION IS REVIEWED PERIODICALLY WITH INDUSTRY SALARY SURVEY DATA AND IS COMMENSURATE WITH THE POSITION AND EXPERIENCE OF THE INDIVIDUAL. ANNUAL REVIEWS ARE CONDUCTED THAT ARE LINKED WITH CHANGES IN COMPENSATION. IF APPROPRIATE, REBUTTABLE PRESUMPTION DATA IS REVIEWED AND COMPARED FOR THE OTHER OFFICERS OR KEY EMPLOYEES. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED GAINS ON INVESTMENTS: 2,164,424. CHANGE IN VALUE OF BENEFICIAL INTEREST IN CHARITABLE TRUST 495,855. CHANGE IN VALUE OF GIFT ANNUITIES -75,674. CHANGE IN DISCOUNT ON PLEDGES RECEIVABLE 62,453. TOTAL TO FORM 990, PART XI, LINE 5: 2,647,058. OAKLEAF ENDOWMENT TRUST FOR THE SPCO 1800 IDS CENTER MINNEAPOLIS MN 55402 416429380 INVESTING MN 501(C)(3) 11A ST PAUL CHAMBER ORCHESTRA SOCIETY 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 OAKLEAF ENDOWMENT TRUST FOR THE SPCO R 176650 ACCRUAL