Board of Directors Spring Meeting May 3-4, 2005 Detroit, Michigan Tuesday, May 3 7:00pm Bus departs hotel Motor lobby 7:30pm Board of Directors Dinner Hosted by Mr. And Mrs. Brooks 1771 Seminole Wednesday, May 4 9:00am to 10:00am Finance Committee Joliet B 10:00am to 11:00am Information/Online Services & Joliet A Membership Committees 11:00am to 12:00pm New York Relocation Committee Joliet B (open to entire board) 12:00pm Lunch Marquette A/B 12:30pm to 5:00pm Board of Directors’ Meeting Marquette A/B 6:30pm Network Dinners Various locations (optional) Meeting Hotel Detroit Marriott at the Renaissance Center Renaissance Center Detroit, MI 48243 (313) 568-8000 or fax (313) 558-8146 Meeting of the Board of Directors Wednesday, May 4, 2005 Detroit, MI 12:30pm to 5:00pm AGENDA 1. Approval of the minutes of the meeting of February 5, 2005 Tab 1 2. A. Report of the Chairman B. Report of the President Tab 2 3. Finance Report Tab 3 4. Membership Report Tab 4 5. Development Report Tab 5 6. Discussion Topics Tab 6 A. New York Relocation B. Committee on Directors 7. General Reports Tab 7 8. Next Meetings Tab 8 9. Other Business 10. Adjournment OPERA AMERICA Committees - FY2005 Revised 1/26/05 NAME Committee on Finance Membership Information/ NewYork Directors Online Services Relocation Patricia Beggs CHAIR X X Patricia Compton XX X John Conklin X Susan Danis XX David Devan X Anne Ewers XX Linda Golding X Dennis Hanthorn XX Claire Hopkinson XX Speight Jenkins X Paul Kellogg X Barbara Leirvik X David McIntosh XXX Charles MacKay EX OFFICIO EX OFFICIO EX OFFICIO EX OFFICIO EX OFFICIO Janice Mayer Erie Mills X Peter Russell CHAIR Marc Scorca EX OFFICIO EX OFFICIO EX OFFICIO EX OFFICIO EX OFFICIO Kevin Smith CHAIR Ann Stanke X CHAIR Robert Swedberg X Joseph Volpe X Willie Waters Mark Weinstein XX MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS February 5, 2005 Washington, D.C. Board Members Present: Charles MacKay, Chairman; Patricia Compton; Linda Golding; Dennis Hanthorn; Claire Hopkinson; Barbara Leirvik; David McIntosh; Erie Mills; Kevin Smith; Ann Stanke; Mark Weinstein. Board Members Absent: Patricia Beggs, John Conklin; Susan Danis; David Devan; Anne Ewers; Speight Jenkins; Paul Kellogg; Janice Mayer; Peter Russell, Robert Swedberg, Joseph Volpe, Willie Waters. Staff Members Present: Diana Hossack; Debra Harrison; Kelley Rourke; Sara Strother; Rebecca Ackerman; Kate Ehle; Andrea Johnson; Harv Wileman. 1. Approval of the Minutes of the Meeting of October 2, 2004 The minutes of the Meeting of October 2, 2004 were approved unanimously. 2. Report of the Chairman Charles MacKay reported on the continued illness of President and CEO, Marc Scorca, who will not be able to attend the Board meeting. He noted that Patty Beggs, Treasurer, is also sick with bronchitis in Cincinnati and is not able to attend the meeting. Charles welcomed new Board members Erie Mills and Barbara Leirvik, both of whom are attending their first meeting. He noted the resignation of Ian Campbell and Michael Ching. Ian cited schedule conflicts that will keep him from attending meetings in the foreseeable future but promises his continued active involvement and support. Michael Ching noted his desire to focus on his artistic activity at Opera Memphis and as a composer. Accordingly, Michael has appointed another General Director who is the official representative of Opera Memphis to OPERA America. 1.1 On the Development front, Charles thanked Board members who have already made their contributions and encouraged others to do so as soon as possible. He reported that Pamela Hoiles has returned a signed pledge letter for her $2.5 million commitment over five years to help cover the costs of OPERA America’s move to New York. Pamela’s interest in becoming more actively involved in OPERA America raises the question of governance – especially the question of support committees. Although the Committee on Directors has no specific recommendations for review at this Board meeting, there have been good discussion about the need to expand the knowledge base and connections of OPERA America. Someone with expertise in new media would be helpful, as would an accountant who could provide advice as OPERA America’s finances become more complex. Charles noted that Marc was going to make a summary presentation of some of his recent board consultations, with additional trend analysis. Some trends are alarming and raise questions about opera companies’ efficiency and sustainability. Charles referenced an article included in the Board Book. He remarks led to a general discussion about various developments at member companies. In response to comments about mergers and functional collaborations, Claire Hopkinson commented that merged institutions tend to create even larger institutions that become more dependent on larger productions of standard repertoire. She also cautioned that the direct connection to passionate audience members becomes more diffused as large institutions try to serve multiple audiences. Ann Stanke and Erie Mills noted how new performance venues have led to tremendous ticket sales in Madison and San Jose. There was discussion about the effectiveness of collaborative promotional programs across organizations in a city. Claire Hopkinson presented a brief report about Opera.ca in the absence of David Devan who was unable to come to Washington. There is a new member, La Nef – another new works laboratory. Opera.ca, despite being one of the smallest service organizations in Canada is a leader in the area of advocacy. Currently, advocacy is centered around the Canada Council – which provides far more in subsidy to opera companies than does the NEA in the United States. 2007 is the 50th anniversary of Canada Council, and advocates are making the case for a 100% increase in Council’s budget. Working with the Banff Center, Opera.ca is developing an executive retreat/seminar for members this summer. 3. Finance Report The Finance Report was presented by David McInosh in the absence of Patty Beggs. David reported that members of the Finance Committee met with the OPERA America auditors. OPERA America finances and financial systems appear to be in good shape. The current financial condition of the organization is consistent with recent reports. 1.2 The Committee spent considerable time reviewing accounting procedures for the expenses related to OPERA America’s relocation. Expenses will be of two types: One-time expenses, such as the cost of movers, brokers, and the build-out of the new space; and on-going operating expenses, such as staff salaries, taxes, insurance, and rent. Procedures for allocating grants need to be clear for purposes of reporting to donors and for drawing funds from restricted accounts. In terms of the Opera Fund, State Street Global Advisors have invested the endowment. The value of the endowment has increased in recent months, the allocation among investments is consistent with the approved investment policy, and the performance of OPERA America’s investments is favorable when compared to appropriate indices. 4. Membership Report Ann Stanke, Secretary, presented the membership report. She began by congratulating Sara and Harv for their excellent work in improving the systems related to these important areas. An overall update of the database and web site – especially the membership section of the web site – is under way. Affiliate, Business and Individual memberships are fairly consistent with this time last year, even after adjusting for the reallocation of “premium” members from membership to the Annual Fund. There are no applications for Company members; Tacoma Opera has come back into the membership after having been placed on temporary hiatus. A regional meeting in San Francisco in February will be led by Marc and will include almost every affiliate and smaller company member in the Bay Area. The expansion of complimentary memberships for Trustees is an important strategy to help strengthen opera companies and to help build potential donor relationships with OPERA America. 5. Development Report Sara Strother presented the Development report. She thanked Charles MacKay and Barbara Leirvik for their help in advancing the Annual Fund toward the goal for the year. Fueled by gifts from Board members and the challenge grant from the Ledler Foundation, we are not only on track to meet our original goal, but have increased our goal slightly to $91,000. Ambassador trips include an upcoming visit to Los Angeles and San Diego, the Detroit Annual Conference, and the Seattle Ring Cycle in August. In order to build our acquaintance with other donors, we have opened this trip to supporters at the $250 level and above and have a pre-registration commitment from 26 people. 1.3 From the National Endowment for the Arts, we have secured a renewed capacity grant for $100,000 for FY06 and another consortium grant for $20,000. The grant will continue the development of Cornerstones with additional information about the works of Verdi, developed in partnership with Sarasota Opera. Securing sponsorships for the Conference in Detroit has been a high priority and we appear to be on target to meet the overall goal of $40,000, $25,000 of which is the responsibility of our host company, Michigan Opera Theater. In relation to the challenge grant from the Helen F. Whitaker Fund, Charles began a lengthy discussion with a review of the grant and its terms. OPERA America was awarded up to $5 million with a sliding matching requirement designed to yield an additional $15 million for a total of $20 million. Although in 1999 the Whitaker Fund had specified 2004 as the ending date of the grant, vagueness about the actual closing of the foundation and whether pledges would be matched has led to confusion. Verbal communications from the foundation are often contradictory.