| FORM 990, PART VI, SECTION A, LINE 1: |
DESAP HAS AN EXECUTIVE COMMITTEE THAT IS COMPOSED OF A DIRECTOR APPOINTED BY EACH OF THE FOLLOWING: THE ELLINGTON FUND, THE GEORGE WASHINGTON UNIVERSITY, AND THE JOHN F. KENNEDY CENTER FOR THE PERFORMING ARTS. THE LATTER TWO ORGANIZATIONS FUNCTION AS PARTNERS WITH DESAP IN THE ADMINISTRATION OF THE DUKE ELLINGTON SCHOOL FOR THE ARTS. ANY COMMITTEE DESIGNATED BY THE BOARD MAY HAVE AND EXERCISE POWERS CONSISTENT WITH THE D.C. NONPROFIT CORPORATION ACT, THE DESAP ARTICLES OF INCORPORATION, AND THE DESAP BYLAWS. |
| FORM 990, PART VI, SECTION A, LINE 6 |
THE ELLINGTON FUND IS THE SOLE MEMBER OF DESAP. |
| FORM 990, PART VI, SECTION A, LINE 7A |
THE BOARD OF DIRECTORS INCLUDES THREE DIRECTORS NOMINATED BY EACH OF THE ELLINGTON FUND, GEORGE WASHINGTON UNIVERSITY, AND THE JOHN F. KENNEDY CENTER FOR THE PERFORMING ARTS. AS THE DESAP MEMBER, THE ELLINGTON FUND HAS AUTHORITY TO ELECT THESE NINE DIRECTORS IN ACCORDANCE WITH THE DESAP AND ELLINGTON FUND BYLAWS. THE BOARD ALSO INCLUDES TWO OTHER VOTING DIRECTORS REPRESENTING DESAP. |
| FORM 990, PART VI, SECTION A, LINE 7B |
THE ELLINGTON FUND, AS THE SOLE MEMBER OF DESAP, HAS THE RIGHT TO OVERRIDE ANY DECISION OF THE DESAP GOVERNING BODY, ALTHOUGH THEY HAVE NEVER INVOKED THAT RIGHT. |
| FORM 990, PART VI, SECTION A, LINE 8B |
MINUTES TYPICALLY ARE NOT KEPT FOR THE BOARD'S EXECUTIVE COMMITTEE MEETINGS. HOWEVER, THIS COMMITTEE DOES NOT TYPICALLY TAKE FORMAL ACTIONS ON BEHALF OF THE GOVERNING BODY, UNLESS EXPRESSLY AUTHORIZED TO DO SO (IN WHICH CASE THE MINUTES OF THE FULL BOARD IDENTIFY THE PARAMETERS OF THE ACTION AUTHORIZED IN ADVANCE AND/OR THE SUBSEQUENT RATIFICATION BY THE FULL BOARD). THE EXECUTIVE COMMITTEE GENERALLY FUNCTIONS IN A FACT-FINDING ROLE AND DEVELOPS PROPOSALS TO BE ACTED UPON BY THE BOARD. |
| FORM 990, PART VI, SECTION B, LINE 11B |
THE FORM 990 IS REVIEWED BY THE BOARD'S FINANCE COMMITTEE BEFORE FILING. THIS REVIEW IS SUBSEQUENTLY REPORTED ON TO THE FULL BOARD. |
| FORM 990, PART VI, SECTION B, LINE 12C |
COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY IS REVIEWED PERIODICALLY IN GENERAL, AND SPECIFICALLY AS NEED ARISES OR AS APPLICABLE AT BOARD AND EXECUTIVE COMMITTEE MEETINGS. EACH DIRECTOR OR OFFICER OF THE CORPORATION HAS A DUTY TO DISCLOSE TO THE BOARD OF DIRECTORS AND TO ANY APPLICABLE COMMITTEE OF THE BOARD THE MATERIAL FACTS OF ANY PROPOSED TRANSACTION OF THE CORPORATION IN WHICH SUCH DIRECTOR OR OFFICER HAS ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST. THE DIRECTOR OR OFFICER HAVING THE CONFLICT SHALL NOT PARTICIPATE IN THE FINAL DELIBERATION OR DECISION REGARDING THE MATTER UNDER CONSIDERATION, AND SHALL RETIRE FROM THE ROOM DURING THE DELIBERATIONS. ANY PROPOSED TRANSACTION IN WHICH A DIRECTOR OR OFFICER HAS A CONFLICT OF INTEREST MUST BE APPROVED BY A MAJORITY OF THE DIRECTORS OF THE BOARD OR OF THE APPLICABLE COMMITTEE OF THE BOARD ENTITLED TO VOTE OTHER THAN THE INTERESTED DIRECTOR(S) AT A MEETING AT WHICH A QUORUM IS PRESENT. |
| FORM 990, PART VI, SECTION B, LINE 15A |
COMPENSATION FOR DESAP'S CEO IS REVIEWED/DETERMINED BY THE EXECUTIVE COMMITTEE WITH APPROVAL OF THE BOARDS IN EXECUTIVE SESSION. CONSIDERATION IS GIVEN TO PERFORMANCE REVIEWS AND TO MARKET INFORMATION AS SHARED BY 3RD PARTIES (E.G. - DCPS, ARTS SCHOOLS NETWORK, ATTORNEYS, SOURCES AVAILABLE THROUGH ELLINGTON'S PARTNERS, ETC.). IN ADDITION, BONUSES TIED TO PERFORMANCE GOALS ARE IDENTIFIED FOR THE CEO AND PERFORMANCE RELATIVE TO THOSE GOALS IS REVIEWED BY THE DESAP EXECUTIVE COMMITTEE, WITH INPUT FROM THE ELLINGTON FUND EXECUTIVE COMMITTEE. COMPENSATION OF OTHER STAFF, INCLUDING OTHER TOP MANAGEMENT/KEY EMPLOYEES, IS DETERMINED BY THE CEO. HOWEVER, THE COMPENSATION IS DETAILED WITHIN THE ANNUAL BUDGETS, AND THE BOARD'S EXECUTIVE COMMITTEES REVIEW THE POSITION-BY-POSITION DETAIL BEFORE PROPOSING APPROVAL OF THE BUDGET BY THE FULL BOARD. AGAIN, THIRD PARTY SOURCES ARE REFERRED TO IN DETERMINING RELATIVE MARKET RATES. THE LAST COMPENSATION REVIEW FOR THE CEO TOOK PLACE IN JUNE 2020. |
| 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. |
| FORM 990, PART VII, SECTION A: |
ISAAC DANIEL IS COMPENSATED FOR HIS ROLE AS A FACULTY MEMBER OF THE SCHOOL. HIS COMPENSATION IS UNRELATED TO HIS POSITION ON THE BOARD OF DIRECTORS. FORM 990, PART VII, SECTION A: THE FOLLOWING INDIVIDUALS ARE COMPENSATED BY DESAP. HOWEVER, THE ELLINGON FUND, A TECHNICALLY UNRELATED ENTITY, REIMBURSES DESAP FOR COMPENSATION ALLOCATED TO THE FUND BASED ON HOURS, FOR SERVICES PROVIDED TO THE FUND. ALTHOUGH THE ELLINGTON FUND IS THE SOLE MEMBER OF DESAP, THE FUND DOES NOT HAVE THE POWER TO APPOINT A MAJORITY OF DESAP'S BOARD OF DIRECTORS. PART VII, SECTION A BREAKS OUT REPORTABLE COMPENSATION ALLOCATED TO THE FUND BASED ON HOURS, FOR SERVICES PROVIDED TO THE FUND, AND REPORTED BY DESAP. - TIA POWELL HARRIS - SANDI LOGAN - ANNE MARIE LOGUE |
Attach to Form 990 or 990-EZ.