2024-05-08T15:36:01-05:00 2023-06-30 420714325 RSM US LLP 30 S Wacker Drive Ste 3300 Chicago IL 60606 990 2022-07-01 340714468 The Musical Arts Association MUSI 2162317300 11001 Euclid Avenue Cleveland OH 44106 James E Menger Chief Financial Officer 2162317300 2024-05-06 1 James Menger XXX-XX-XXXX 1 Rebekuh Eley P01247672 3126343400 2024-05-06 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z The Cleveland Orchestra Andre Gremillet 11001 Euclid Avenue Cleveland OH 44106 116833267 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. 69 69 633 859 8888 578 44006075 50110758 10472973 19381712 7527052 7507604 132055 -180449 62138155 76819625 0 0 0 0 37878478 40588715 155402 141435 3947733 18999735 25835706 57033615 66565856 5104540 10253769 327213396 362318173 70240915 70634495 256972481 291683678 X The Cleveland Orchestra inspires and enriches lives by creating extraordinary musical experiences at the highest level of artistic excellence. 0 0 30351249 7804811 Severance Music Center, Northeast Ohio, and Digital InitiativesRegarded by many music-lovers as one of the world's most beautiful concert halls, Severance opened in 1931 as the home of The Cleveland Orchestra. Today, the main concert hall is known as the Jack, Joseph and Morton Mandel Concert Hall, in recognition of the historic $50 million grant from the Cleveland-based Jack, Joseph and Morton Mandel Foundation. Severance Music Center serves as the home of The Cleveland Orchestra for concerts, rehearsals, and administration. The building is also rented by a variety of local organizations and private citizens for performances, meetings, and gala events.Located in the University Circle district, on the campus of Case Western Reserve University, near the Cleveland Museum of Art, Severance Music Center has served as an integral arts and community hub for generations. Though its acclaimed concerts and recordings delight audiences worldwide, The Cleveland Orchestra is a proud ambassador of Northeast Ohio.The Cleveland Orchestra has a long and storied recording history and an expansive catalog of albums released across the past century. Having launched its own recording label in 2020 with The Cleveland Orchestra: A New Century, a collection of six musical works, the Orchestra has since released several ambitious recording projects. In fiscal year 2022-23, The Cleveland Orchestra released three new recordings, all led by Music Director Franz Welser-Most and captured live from Severance using best-in-class spatial audio technology. The recordings include four works by American composer George Walker spanning half a century (Antifonys for String Orchestra, Lilacs for Voice and Orchestra, and Sinfonias No. 4 and No. 5) (November 2022), Sergei Prokofiev's Symphony No. 5 (March 2023), and Alban Berg's Three Pieces from Lyric Suite and a Suite from Richard Strauss's Der Rosenkavalier (compiled by Welser-Most) (June 2023). These recordings are available for download and streaming on all major platforms. For more information, visit clevelandorchestra.com/discover/recordings/.The Cleveland Orchestra continued to expand in the digital space throughout fiscal year 2022-23, releasing 12 new digital productions on Adella, its digital home, and forging two new digital partnerships with medici.tv and Symphony Media in addition to its existing partnership with Idagio. Cleveland Orchestra productions include full-length concerts, behind-the-scenes footage and commentary, and interviews with Music Director Franz Welser-Most and guest artists shot in Cleveland, London, Vienna, Linz, and beyond. Productions this year included performances of works by Strauss, Mozart, Schoenberg, Mahler, Adams, Debussy, Chin, L. Boulanger, Walton, Sibelius, Shostakovich and more, and featured, among others, Franz Welser-Most, Alan Gilbert, Jane Glover, John Adams, Klaus Makela, Nikolaj Szeps-Znaider, and Peter Otto. All concert performances were filmed in the Jack, Joseph and Morton Mandel Concert Hall within Severance Music Center.The Cleveland Orchestra offers countless digital offerings to serve our local communities and schools. Children can learn the basics of orchestral music and the role of the conductor, in video series such as What is an Orchestra?, can explore the instruments of the orchestra up close and personal with Choose Your Instrument and young children and families can enjoy Storytime with The Cleveland Orchestra. Each of these series feature tips and advice from Cleveland Orchestra musicians, fun animation, and world-class music. Children or educators can also engage students with The Cleveland Orchestra's Listening Maps interactive clips that bring listeners deeper into the music or dive into online Lesson Plans for grades Pre-K to 5 Each evergreen digital series has been viewed by hundreds of thousands. 10380404 3266367 Blossom Musical Festival and Blossom Music CenterThe Blossom Music Festival returned in 2022 with an inspiring lineup of concerts and presentations. 19 concerts were part of the 2022 Blossom Music Festival, from Fourth of July through Labor Day weekends (July 2 September 4, 2022) at the Orchestra's scenic summer home in Cuyahoga Valley National Park. Guest conductors and soloists included, among others, Mark Kosower, Elim Chan, Benjamin Grosvenor, Stephen Tavani, Jader Bignamini, Aaron Diehl, Ruth Reinhardt, Richard Kaufman, Jonathan Berman, Cedric Tiberghien, Giancarlo Guerrero, and Lukas Vondracek. The 2022 Festival also included movie presentations of The Lord of The Rings: The Fellowship of the RingTM and Harry Potter and the Chamber of SecretsTM. Under 18s Free, signature program of The Cleveland Orchestra, continued into its 11th season during summer of 2022. 9707932 3192284 Touring and ResidenciesEach year, the Orchestra allocates several weeks of its performance schedule to residencies and touring activities beyond Northeast Ohio, nationally and internationally. These are designed to enhance both the artistic and financial strength of the organization and extend the Orchestra's worldwide reputation. This year, The Cleveland Orchestra returned to Europe in August and September for the first time since 2018, with 12 performances in nine cities: Amsterdam, Berlin, Cologne, Dresden, Hamburg, Linz, Lucerne, Prague, and Vienna. The Orchestra also returned to Carnegie Hall in New York City on January 18, 2023, making the 228th appearance in the esteemed venue since 1922. The Orchestra performed a program of works by Alban Berg (Lyric Suite) and Franz Schubert (Symphony No. 8, "Unfinished, and Mass No. 6 in E-flat Major, D. 950). For the Mass, the Orchestra was joined by The Cleveland Orchestra Chorus and a celebrated array of soloists. Finally, the Orchestra made its return to the Adrienne Arsht Center for the Performing Arts of Miami-Dade County for the first time since the pandemic in November 2022 and January 2023 as part of its South Florida Residency. The residency included performances in Miami, Naples, West Palm Beach, and Orlando, and education programs in the Miami area. 4380956 5118250 Education and Community EngagementThe Cleveland Orchestra continued serving Northeast Ohio over the course of the 2022-23 season. Ongoing programs in Severance Music Center such as Family Concerts, Education Concerts, and Music Explorers reached more than 20,000 students and thousands of children and families. In-School programs such as Crescendo and Music Mentors created access to instrumental music and expert instruction in Cleveland area schools. All of The Cleveland Orchestra's educational programs are now free for schools and weekly Concert Previews and Music in Depth webinars continued to serve Cleveland Orchestra lifelong learners.Over the initial months of the pandemic, the Mindful Music Moments education program, which combines classical music from The Cleveland Orchestra with mindfulness prompts from experts at The Well, became a powerful tool for both in-person and remote classes to help ease stress and anxiety. This program continues to be offered to all Northeast Ohio schools for free and is currently in use in 120 NEO schools reaching 44,000 studentsOrchestra musicians continued to bring music to communities across Northeast Ohio, performing for community celebrations including La Placita, Cleveland Asian Festival, One World Day, Hispanic Heritage Month, and others, and collaborating with partners such as Karamu for our annual Spring Honoring Black Composers Concerts. And Cleveland Orchestra musicians continued to pass on the traditions of artistic excellence to aspiring young musicians of the acclaimed Cleveland Orchestra Youth Orchestra. Across a typical season, the Orchestra's education and community initiatives reach more than 100,000 people. For more information, visit clevelandorchestra.com/engage/community-programs/. 4380956 5118250 54820541 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 1 240 0 1 633 1 1 1 1 AU 0 0 0 1 1 0 0 0 0 0 0 X 69 69 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 Chairman & Resident Trustee 13.00 X X 0 0 0 Dennis W LaBarre Immediate Past Chair & Resident Trustee 3.00 X X 0 0 0 Richard J Bogomolny Resident Trustee 3.00 X X 0 0 0 Norma Lerner Resident Trustee 3.00 X X 0 0 0 Hewitt B Shaw Secretary & Resident Trustee 3.00 X X 0 0 0 Beth E Mooney Treasurer & Resident Trustee 3.00 X X 0 0 0 Victor Alexander Resident Trustee 1.00 X 0 0 0 Robin Blossom Resident Trustee 1.00 X 0 0 0 Yuval Brisker Resident Trustee 1.00 X 0 0 0 Helen Rankin Butler Resident Trustee 1.00 X 0 0 0 Irad Carmi Resident Trustee 1.00 X 0 0 0 Margot Copeland Resident Trustee (until 11/9/22) 1.00 X 0 0 0 Matthew V Crawford Resident Trustee 1.00 X 0 0 0 Alexander M Cutler Resident Trustee 1.00 X 0 0 0 Dr Hiroyuki Fujita Resident Trustee 1.00 X 0 0 0 Robert Glick Resident Trustee 1.00 X 0 0 0 Iris Harvie Resident Trustee 1.00 X 0 0 0 Dee Haslam Resident Trustee 1.00 X 0 0 0 Stephen H Hoffman Resident Trustee 1.00 X 0 0 0 David J Hooker Resident Trustee 1.00 X 0 0 0 Marguerite B Humphrey Resident Trustee 1.00 X 0 0 0 Sarah Johnston Resident Trustee 1.00 X 0 0 0 Michelle Shan Jeschelnig Resident Trustee 1.00 X 0 0 0 Elizabeth B Juliano Resident Trustee 1.00 X 0 0 0 Jean C Kalberer Resident Trustee 1.00 X 0 0 0 Nancy F Keithley Resident Trustee 1.00 X 0 0 0 Douglas A Kern Resident Trustee 1.00 X 0 0 0 John D Koch Jr Resident Trustee 1.00 X 0 0 0 Richard Kramer Resident Trustee 1.00 X 0 0 0 Heather Lennox Resident Trustee 1.00 X 0 0 0 Milton S Maltz Resident Trustee 1.00 X 0 0 0 Robert W Malone Resident Trustee 1.00 X 0 0 0 Ben Mathews Resident Trustee 1.00 X 0 0 0 Nancy McCann Resident Trustee 1.00 X 0 0 0 Steven J McHale Resident Trustee 1.00 X 0 0 0 Thomas F McKee Resident Trustee 1.00 X 0 0 0 Loretta J Mester Resident Trustee 1.00 X 0 0 0 Dr Tomislav Mihaljevic Resident Trustee (until 11/9/22) 1.00 X 0 0 0 Christine Myeroff Resident Trustee 1.00 X 0 0 0 Thomas Okray Resident Trustee 1.00 X 0 0 0 Katherine T O'Neill Resident Trustee 1.00 X 0 0 0 Hyun Park Resident Trustee 1.00 X 0 0 0 Larry Pollock Resident Trustee (until 11/9/22) 1.00 X 0 0 0 Alfred M Rankin Jr Resident Trustee 1.00 X 0 0 0 Audrey Gilbert Ratner Resident Trustee 1.00 X 0 0 0 Charles A Ratner Resident Trustee 1.00 X 0 0 0 Zoya Reyzis Resident Trustee 1.00 X 0 0 0 James C Spira Resident Trustee 1.00 X 0 0 0 R Thomas Stanton Resident Trustee 1.00 X 0 0 0 Richard Stovsky Resident Trustee 1.00 X 0 0 0 Dr Russell A Trusso Resident Trustee 1.00 X 0 0 0 Daniel P Walsh Resident Trustee 1.00 X 0 0 0 Thomas A Waltermire Resident Trustee 1.00 X 0 0 0 John Warner Resident Trustee (until 11/9/22) 1.00 X 0 0 0 Jeffrey J Weaver Resident Trustee 1.00 X 0 0 0 Anya Weaving Resident Trustee 1.00 X 0 0 0 Meredith Smith Weil Resident Trustee 1.00 X 0 0 0 Paul E Westlake Jr Resident Trustee 1.00 X 0 0 0 David A Wolfort Resident Trustee 1.00 X 0 0 0 Anthony Wynshaw-Boris Resident Trustee 1.00 X 0 0 0 Virginia Nord Barbato National Trustee 1.00 X 0 0 0 Wolfgang C Berndt International Trustee 1.00 X 0 0 0 Herbert Kloiber International Trustee 1.00 X 0 0 0 Mary Jo Eaton National Trustee 1.00 X 0 0 0 Michael J Horvitz National Trustee 1.00 X 0 0 0 Thomas Lauria National Trustee 1.00 X 0 0 0 Benjamin Pyne National Trustee 1.00 X 0 0 0 Geraldine B Warner National Trustee 1.00 X 0 0 0 Todd Diacon Trustee Ex-Officio 1.00 X 0 0 0 Lisa Fedorovich Trustee Ex-Officio 1.00 X 0 0 0 Eric Kaler Trustee Ex Officio 1.00 X 0 0 0 Patricia Moore Smith Trustee Ex Officio (until 11/9/22) 1.00 X 0 0 0 Jean Sarlson Trustee Ex Officio 1.00 X 0 0 0 Beverly Schneider Trustee Ex Officio 1.00 X 0 0 0 Andre Gremillet President & CEO 60.00 X 822847 0 189057 James E Menger Asst. Treasurer, CFO 50.00 X 271230 0 38174 Katherine Smith Asst. Secretary & Executive Asst. 40.00 X 62682 0 15453 Peter Otto Musician 40.00 X 332006 0 25851 Donald Miller Musician 40.00 X 321595 0 60161 Joshua Smith Musician 40.00 X 305550 0 38447 Michael Sachs Musician 40.00 X 302388 0 50209 Mark Kosower Musician 40.00 X 302217 0 35488 2720515 0 452840 122 0 1 0 Franz Welser-Most 11001 Euclid Avenue Cleveland OH 44106 Music Director 1478688 iVideo Technologies LLC 6779 Engle Road Suite G Middleburg Heights OH 44130 Audio, video, and broadcasting 324527 Digital River Media LLC 780 Chagrin River Road Gates Mills OH 44040 Digital video services 295499 Allied Global Marketing 55 Cambridge Parkway Suite 200 Cambridge MA 02142 Marketing 294525 Lumahai Production 9 Salada Avenue 3 Pacifica CA 94044 Video production 201300 9 1359335 2520228 46231195 2694262 50110758 Concert Revenue 711130 18183184 18183184 Hall Income 711130 1036175 1035828 347 Broadcasting/Recording 711130 162353 162353 19381712 6783072 6783072 40254993 39526476 3985 728517 -3985 724532 724532 164231 1359335 412533 -248302 -248302 129613 70648 58965 58965 Partnerships 721000 8888 8888 8888 76819625 19381365 8888 7318614 1399443 1399443 30543065 26796532 1728750 2017783 2533652 2244318 233241 56093 4092229 3603738 174177 314314 2020326 1695238 183912 141176 354580 265027 89553 82923 15000 67923 93344 93344 105000 105000 141435 141435 926170 926170 4721549 4721549 2732839 2732839 997209 605364 154693 237152 469380 469380 141145 141145 1292713 1285098 7615 3540136 3449973 89820 343 161949 66644 5260 90045 1222908 1222908 3365700 2692559 336571 336570 53672 14012 39660 Direct Concert Expenses 4137892 4079526 46438 11928 Other Admin. Expenses 1425986 671725 242920 511341 Capital 5330 5330 Media Expenses 5281 5281 66565856 54820541 7797582 3947733 192487 194256 3582789 4329687 34723221 39538791 734903 1082394 21875 3662 301631 272501 305417 279598 4898021 5217695 102351440 54297841 48187544 48053599 191783550 221677843 42481958 41668147 327213396 362318173 28799794 27427339 6807189 8846852 34633932 34360304 70240915 70634495 X 9956000 19102000 247016481 272581678 256972481 291683678 327213396 362318173 X 10253769 18286843 6170585 X 0 1 X 1 0 X 29746151 26383086 62397896 44006075 50110758 212643966 29746151 26383086 62397896 44006075 50110758 212643966 13614854 199029112 6573549 4896356 4861244 5719490 6783072 28833711 308 7182 0 0 578 8068 30160 30160 241515905 64194408 0.82410 0.81410 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1 0 0 1 100 0 0 1 6975 0 1 105000 112075 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, legislative or legal counsel occurred via telephone or an occasional meeting. 235833969 18285920 24848401 11873000 267095290 260953999 20457691 -34544238 11033483 235833969 209669356 3820533 57435574 9971464 260953999 210462937 5069822 3757872 9621275 209669356 209256656 8271621 9632589 16697929 210462937 0.20000 0.76000 0.04000 1 0 13175751 13175751 74088379 46173439 27914940 15087310 8124402 6962908 48053599 Absolute Return Equity Fund 22338920 F Hedged Equity Fund 14099305 F Charitable Perpetual Trusts 5229922 F 41668147 X 94669326 18286843 18286843 76382483 915420 -478278 437142 76819625 59958129 487166 487166 59470963 915420 6179473 7094893 66565856 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)(i)(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, 2023 and 2022. Part XI, Line 4b - Other Adjustments: Partnership Income 8,888. Cost of goods sold netted against revenue -70,648. Fundraising expenses netted against revenue -412,533. Loss on Disposal of Asset -3,985. Part XII, Line 2d - Other Adjustments: Cost of goods sold netted against revenue 70,648. Fundraising expenses netted against revenue 412,533. Loss on Disposal of Asset 3,985. Part XII, Line 4b - Other Adjustments: Pension Plan Liability Adjustment 6,179,473. Central America and the Caribbean 0 0 Investments 33192777 Europe (Including Iceland & Greenland) 0 0 Program Services Scouting Expenses for Foreign Tour 2918954 Europe (Including Iceland & Greenland) 0 0 Fundraising 136923 0 0 0 0 0 0 36248654 0 36248654 1 0 1 1 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. Part III Accounting Method: X X X X X X X 1 Artsmarketing Services 260 E King St Toronto Ontario CA M5A 4L5 Telefunding 0 358810 141435 217375 358810 141435 217375 FL OH Severance Hall Gala 1302626 1232385 70241 26295 74354 56401 160679 Blossom Soiree 143630 71030 72600 10429 68016 1 77310 55920 21390 4877 11482 1523566 1359335 164231 36724 79231 56401 240177 412533 -248302 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 ($141,435) based upon the agreed upon revenue rate. Total Fundraising Expenses For the year ending June 30, 2023, the Musical Arts Association incurred total fundraising expenses of $3,947,733 (reported on Form 990, Part IX, line 25, column (D)), which represented 7.87% of contributions and grants revenue of $50,110,758 (reported on Part VIII, line 1h). X X 1 1 X X X 0 1 0 0 0 0 0 0 0 Andre Gremillet President & CEO 646339 0 0 0 176508 0 144314 0 44743 0 1011904 0 136078 0 Donald Miller Musician 318724 0 0 0 2871 0 27188 0 32973 0 381756 0 0 0 Peter Otto Musician 331515 0 0 0 491 0 12143 0 13708 0 357857 0 0 0 Michael Sachs Musician 301262 0 0 0 1126 0 18913 0 31296 0 352597 0 0 0 Joshua Smith Musician 305263 0 0 0 287 0 14400 0 24047 0 343997 0 0 0 Mark Kosower Musician 301832 0 0 0 385 0 12143 0 23345 0 337705 0 0 0 James E Menger Asst. Treasurer, CFO 252336 0 0 0 18894 0 12145 0 26029 0 309404 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 President & CEO'S spouse occasionally travels with him attending concerts and other tour specific functions at the expense of the Musical Arts Association. Companion travel is for business purposes and therefore not included in taxable compensation of the President & CEO per IRS regulations. Part I, Line 4b Andre Gremillet, President & CEO, participates in a supplemental non-qualified retirement plan. In 2022, he vested in $170,000 of that plan's benefit, of which $136,078 had previously been reported as retirement and other deferred compensation. As a result, the total new compensation and benefits reported for the period is $875,826. 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 232263KR3 2019-06-13 35657985 See Sch K, Part VI 0 0 0 A 35657985 506865 28150000 7001120 2004 1 0 0 1 A 0 0 1 1 0 0.03100 0.03100 0 0 1 A 0 0 1 0 0 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 bonds, series 2019 bonds (series 2019 bonds) with maturity dates ranging from January 1, 2029 through January 1, 2041, were used to (i) refund the $28,150,000 series 2003 bonds, which were due December 1, 2028, and (ii) pay costs of issuance, and will be used to (iii) pay costs of certain capital improvements at Severance Music Center, the Musical Arts Association's Concert Hall and Principal Offices. The proceeds from the series 2003 bonds were used to redeem county of Cuyahoga, Ohio Economic Development Revenue bonds, series 1998, which were due April 1, 2028. The proceeds from the series 1998 issuance funded certain costs associated with the renovation, expansion, and restoration of Severance Music Center. James E Menger CFO See Pt V - Retention for multi-year period X 61250 3662 0 1 1 3662 X 61 2694262 Cost/Selling price 0 0 1 0 Part I, Column (b): The organization is reporting the number of contributions made. Form 990, Part VI, Section A, line 2 The following Board members have family relationships: Alfred M. Rankin, Jr. and Helen Rankin Butler Charles A. Ratner and Audrey Gilbert Ratner The following Board members have business relationships: Dennis LaBarre and Alfred M. Rankin, Jr. Richard Stovsky and Daniel P. Walsh Richard Stovsky and David A. Wolfort Yuval Brisker and Irad Carmi 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 President & CEO, 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 President & CEO 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 President & CEO or the Executive Committee. When the Senior Manager with the potential conflict is the President & CEO, the foregoing procedures shall be followed except that the Association's Board Chair 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 President & CEO and Music Director. Responsibilities include evaluating the President & CEO'S and Music Director's performance annually, recommending the annual goals and objectives for the President & CEO, setting the President & CEO'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 2021. The compensation subcommittee reviews the overall compensation program for the Senior Management of the Association established and recommended by the President & CEO. 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 2021. 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 Income -8,888. Pension Plan Liability Adjustment 6,179,473.