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Comments made by cgv

'Generous' Contracts Could Be San Diego Opera’s Biggest Liability

There is, to my understanding, a slight mistake in this article. I believe the change in the quorum requirement to 10 members shown in the 2012 990 is for meetings of the membership of the San Diego Opera Association, not for directors at board meetings. This is reflected in the bylaws. There are certainly more than 50 members: while I don't have a list, by looking at the donor list in the program it appears there are far more than 500!

The San Diego Opera is technically a membership association, and the board of directors is technically elected by its membership at an annual meeting, per the bylaws. Anyone who donates more than $50 in a year appears to be a member, per their 2012 990. While I have been (unknowingly!) a member for a number of years, I've never realized this, or received any *clear* notification about the annual meeting or its purpose. Instead, I have received promotional material suggesting that board seats were essentially for sale, and it has been suggested to me before, by opera executives, that I could essentially join by simply donating enough.

I'm quite afraid that the board election process may have been reorganized to practically have the effect of taking away power from the members, and allowing a small group of people control over the board's composition. I have certainly never heard of any other non-profit membership association, with hundreds or thousands of members, that has a quorum of 10 members, especially when the petition requirement for member nomination of board members is 10% of the membership!

Furthermore, those thinking about the "for cause" clauses in the contracts should read the contracts carefully. Ann's contract has what seems like a normal "for cause" definition, but Ian's has a very different definition meaning only "fraud, gross negligence, or conviction of a felony;" it does not include anything about performance.

April 11, 2014 at 4:20 p.m. ( | suggest removal )