Letter sent by San Diego Opera board members today (March 28)

I have removed the names of the signers.

March 28, 2014

Dear Ian and Karen,

We as Board members believe the following information is essential to understanding the current situation of the San Diego Opera and to knowledgeably participate in Board meetings that have been or may be scheduled.

Pursuant to the Bylaws section 14.4 and the California Corporations Code sections 6334 and 8334, which provide that every Board member shall have the absolute right to inspect and copy all Opera records and documents of any kind, we respectfully request the following information be provided as soon as possible.

Pro Forma cash flow (cash and uses of funds) to include all company liabilities for the remainder of 2014 and into 2017 or beyond Documents outlining options considered as alternatives to continuing normal operations

Any decision documents regarding selected alternative of ceasing normal operations Decision documents outlining process for cessation of normal operations

Income statement and balance sheet, showing cash flow, updated from that previously provided to the Board dated January 24, 2014

Most current employment agreements for executive management (including but not limited to base salary, benefits, expenses, severance, pension, etc.), any amendments thereto, and Board or Executive Committee Resolutions approving those, if any Any memos related to the reasonableness of compensation for executive management in accordance with IRS guidance

Employment agreements, scope of work and budgets for legal counsel over the last 6 months, if any Any opinions of legal counsel included but not limited to employment claims, cessation of operations or potential for officer/director liability, if any

Employment agreements, scope of work and budgets for human resource investigative consultants or counsel over the last 6 months, if any Any reports regarding claims or investigations of management relative to opera executives or employees over the last 6 months, if any

Employment agreements, scope of work and budgets for assignees over the last 6 months, if any

Any reports or memos by or to the assignee over the last 6 months, if any

Copy of D&O insurance policy, record of payments for current year and documentation regarding policy tail Calendar/appointment list of Executive Director, Development Director and Development staff members for last six months relative to major donor solicitations

Board minutes for the last 6 months

All Board resolutions for last 6 months Executive Committee minutes and handouts for the last 6 months Financial Committee minutes and handouts for last 6 months

Audit Committee minutes and handouts for last 6 months

Compensation Committee minutes and handouts for last 6 months

Performance reviews of Executive Management for last 3 years

Handout materials, if any, and any documents referred to, from the March 19, 2014, special meeting Audits, draft or final, for the last 3 years Communications with auditor for last 6 months

Accurate list of active Board members as of March 19, 2014

The above documents, typically prepared in the normal course of business, should be readily available for inspection. Inability to quickly respond to all the above requests shall not excuse providing the most readily available documents as soon as possible. Priority should be given to the items marked in bold above. Such information would greatly inform any future Board work including the special board meeting called for March 31, 2014.

We also have the following Questions to Management:

Are the actions of March 19, 2014, invalid because of insufficient meeting notice or other procedural or substantive defects?

Whom did legal counsel represent at the March 19, 2014, meeting and when did that representation begin? Are there any pending claims or threatened litigation against the Opera association, any officers or directors? Has a litigation or other document hold been recommended or requested by legal counsel?

Has a “Hostile Work Environment Complaint” assertion, complaint or other claim been made?

Questions on Financials include:

What is included in the fundraising line and the promotion line? Please provide a break out.

What is included in the General Management line? Please provide a break out.

Are concerts excluded from ticket statistics? If so, why? Are concerts (i.e. Fleming, Cruzar and Requiem) cash flow positive?

It may be necessary to have the appropriate staff or consultants available to respond to these questions.

Given the apparent absence of this information from the Board meeting of March 19, 2014, the Board may consider the following:

Rescinding or amending the action taken at that meeting.

Forming a select Committee to review the above documents and provide recommendations to the Board including on potential operation options.

Requesting retention of all documents and a freeze on cancellation of contracts or distribution of assets not done in the normal course of business, until the full board has had an opportunity to understand the full effects of ceasing normal operations and the range of potential alternatives available to cessation.

[names of signers omitted]

Comments

BOARD MEMBERS ASK ALL THE RIGHT QUESTIONS. The letter above, which a group of board members sent today (March 28) to Ian Campbell, general and artistic director, and Karen Cohn, chairwoman, focuses on the essential questions.

The board members, in addition to asking for detailed financial information, seek information on: 1. strategic alternatives to ceasing operations. Presumably, Campbell and Cohn will have to reveal the contents of discussions at which alternatives to present programming and marketing were discussed; 2. employment agreements, including on pension, severance or other post-employment payments; 3. memoranda regarding the reasonableness of compensation -- presumably, proof that salaries of Ian and Ann Campbell correlated with those recommended by Opera America; 4. how much has been spent on legal counsel in last several months; 5. audit committee minutes and handouts;

  1. the key question: whether there was sufficient information on the agenda of the March 19 meeting, at which the dissolution was approved. This is legally critical. It is possible that the vote could be rescinded because it was not on the agenda; 7. discussion of possible litigation; 8. whether or not there has been a hostile work environment complaint; 9; a possible freeze or cancellation of contracts and distribution of assets until the full board has the opportunity to understand the full effects of ceasing normal operations.

This is a most important first step in the board, and presumably the San Diego public, learning the truth of this clandestine shutdown. Best, Don Bauder

eastlaker: I was fortunate to get to the right people. Be sure to read the post below about the City picking this week to begin negotiations with the Chargers. Best, Don Bauder

THE WAY TO STOP Mr. and Mrs. General Director - NO ONE GO TO ANY OF THE UPCOMING SHOWS. NO ONE. Burn your tickets and Leave the auditorium empty. EMPTY. Then, voting with your feet, will let them know who's the boss.

SAN DIEGO'S PRIORITIES ON DISPLAY: CITY STARTS DISCUSSIONS WITH CHARGERS AS OPERA ANNOUNCES IT IS CLOSING As the San Diego Opera is attempting to close, the City chose today (March 28) to open discussions with the Chargers on a new stadium.

According to ESPN, Mayor Kevin Faulconer proclaimed, "My main priority is going to be ensuring that any proposal that moves forward protects us as taxpayers here in San Diego."

This is a baldfaced lie -- one that precedes any deal for a stadium in any city. Leaders in government proclaim that taxpayers will be protected, but studies show that taxpayers pick up 70% to 80% of the tab.

Faulconer is announcing his alliance with the Chargers at the same time it has come out that San Diego Opera repeatedly tried to get relief of $750,000 annual rent at the Civic Center, but was always turned down. Best, Don Bauder

THE WAY TO STOP Mr. and Mrs. General Director - NO ONE GO TO ANY OF THE UPCOMING SHOWS. NO ONE. Burn your tickets and Leave the auditorium empty. EMPTY. Then, voting with your feet, will let them know who's the boss.

SDOmezzo: Tell me the mezzo roles you have sung with San Diego Opera. Yes, I will continue this fight. Information is being concealed. Ian Campbell and Karen Cohn MUST answer every question posed by these board members. If they refuse to release the information, people will be justified in believing there is a snake in the grass. Best, Don Bauder

Mr. Bauder, you are on fire. God bless you and the Reader for filling the vacuum created by the weak-and-lazy UT. The problem isn't that they have a conservative slant. It's that they are weak and lazy.

kenl: The problem is that the owner, Papa Doug Manchester, desperately wants the City to subsidize a Chargers stadium downtown. To keep their jobs, the editors and reporters have to shape the stories to fit the owners' whims. Best, Don Bauder

Don, someone needs to write and produce one more opera before it's over, like "Paradise Plundered" to commemorate our dysfunctional city that crashed and burned when Pope Doug took control of San Diego politics, culture and economy. This might save the San Diego Opera, the Balboa Park Centennial and America's Finest City.

Anon92107: Y'know, I think Paradise Plundered could make a good opera. It has a cruel despot -- a key figure in many tragic operas. It has a populace, the chorus, that has been hoodwinked and beaten down by the despot. It has a tenor (Steve Erie) who tries to warn the chorus, which won't (or can't) listen. It has a mezzo who, as in Berlioz's Les Troyens, tries to warn the people of coming doom. I don't know if Erie can pen music, but he could find somebody at UCSD who can. Best, Don Bauder

Don, glad I finally said something that might be truly useful for San Diego.

I'll buy tickets if you produce it, you could be our next Wagner and San Diego needs all the help we can get to stop the crashing and burning:)

Anon92107: The trouble with my being the next Wagner is that I love Wagner, but my wife doesn't. I can only listen to my Wagner CDs and watch Wagner DVDs when she is gone. If I became the next Wagner, domestic bliss would be gravely compromised. How about Mozart or Handel? Best, Don Bauder

Kerry Moxie Masek: Absolutely! Sign that petition! Best, Don Bauder

Chris Stevens: Thank the board members who posed those questions. Best, Don Bauder

Martin T. Bell: It's late in the game, yes, but not too late. That information must be produced. Best, Don Bauder

Vera L. Calabria: There were 58 board members eligible to vote. The agenda did not point out that this vote would be taking place. Only 34 voted. Reprehensible. Best, Don Bauder

Diana Susan Vassall: The letter was signed by eight board members. They did not leave their names out. I did. I am sorry to say that possibly only another journalist would understand why I felt compelled to leave their names out. My guess is that some other publications will print the names, in which case I will. Best, Don Bauder

Keep an eye on those physical assets, the Daily Transcript quotes a stagehand who suggests they are to be crated and sold at the last curtain drop. If Mr. Campbell has a plan to take them with him, I would say my reptile powers performed amazingly well, since that's what I suspected from the start.

As for the proposed new opera, if anyone has lyrics of any sort, that need music, let me know. Especially if they can poke fun at this situation. I can write fast, and we all need a laugh right now.

Psycholizard: If Campbell took the physical assets with him, he would be breaking the law. They don't belong to him. He is smarter than that. Best, Don Bauder

Sounds like someone has a lot of 'splainin to do. This letter is a joke. The well-heeled cowards who signed it knew precisely what was going on behind the scenes. Instead of acting immediately, they wait until the place is practically in ruins to fire off a guilt-absolving missive. The fish stinks from the head. I worked for an institution that demanded all its employees take a pay cut on the very same day the director bought a new Jaguar. If entitled Ian is smarter than that, and he truly does revere the company and its patrons like he claims, why didn't he and his wife take a pay cut in the first place to avoid this mess instead of clearly feathering their own nest? I know they are your pallies, Don, but surely the familiarity isn't enough to stop your nose from detecting greed when you smell it. If SD Opera does go the way of the 8-track, there's nothing but Campbell's ostentatious arrogance to blame for its passing.

How about "The Impresario Has No Clothes!"?

eastlaker: Mozart wrote an opera (a singspiel, actually) called, in English, The Impresario. In German, the name is Der Schauspieldirektor. Because we have all the music of Mozart, we have listened to it. It is mostly spoken dialogue, and the music is not that good, even though it was written in the same year that Mozart wrote Marriage of Figaro, which I consider his best opera.

I don't know if there is a mention of clothing, because it is all in German, and I didn't follow it. Santa Fe Opera is doing it this summer. Best, Don Bauder

Psycho, the notion of the dissident board members seeking an injunction to prevent the sale or giveaway of sets, costumes or any other assets would be the best way to prevent any further steps to shut it down. Then, the board could be reconvened, and with everyone prepared and properly informed, the vote would be taken. If the outcome still was a shutdown, at least we could have some assurance that it was an informed decision, not done in haste for emotional reasons.

Visduh: Something like that may be the plan. I hope to find out today (Sunday). Best, Don Bauder

Or perhaps, "The Impresario's New Suit"....not specifying law suit or clothing.

eastlaker: Or The Impresario's Soot. Best, Don Bauder

HERE ARE STATISTICS SHOWING HOW OVERPAID IAN AND ANN CAMPBELL HAVE BEEN. Ian and Ann Campbell may claim their compensation was fair, but it has been ridiculous compared with figures from the Metropolitan Opera, the nation's largest opera company, by far.

Consider the year 2009. (The two companies have somewhat different reporting periods, but these numbers make the case.)

In the operatic year 2009, the general manager of the Metropolitan opera took an 11% pay cut to $1.3 million. The total revenue of the Met in that operatic year was $223.5 million and total assets were $353 million, according to Internal Revenue Service documents.

In the 2009 operatic year, Ian Campbell raked in a whopping $952,860. Ann Campbell raked in $268,902. Together, they brought in $952,860. But the company's total assets were $25.8 million and total revenue $17.5 million -- a wee fraction of the Met's.

Ian Campbell says he is both administrative and artistic director of San Diego Opera, and thus deserving of such compensation. The artistic director of the Met in that year, James Levine, made $1.5 million. But Levine is the nation's greatest opera conductor. Campbell does not conduct.

OOPS. In the fourth paragraph, it should read Ian Campbell raked in a whopping $683,958 Then the numbers will add up. Mea maxima culpa. It was not bad arithmetic; it was carelessness. I didn't proofread my copy as I should have. Best, Don Bauder

ANN CAMPBELL'S JUICY CONTRACT FOR 2013. I have a copy of the employment contract for Ann Campbell signed on February 25 of last year. She would serve as deputy general director. Her salary would would be $280,513. She would get free use of an auto, insured by the opera. The opera would pay operating costs except for personal use of the car.

The opera would pay 100% of her health care coverage and pay for a yearly physical up to $3000. She would have 45 days of paid time off a year. (Repeat -- 45 paid days off.) She would participate in a supplemental retirement plan.

Here's the key statement. Unless she was fired, she would get an amount equal to 18 months of her base salary ($280,513) within ten days of her termination. In my interview Wednesday, San Diego Opera Chairwoman Karen Cohn said flatly that neither Ian nor Ann would get any retirement funds whatsoever -- of any kind.

This morning in a U-T op-ed, she said that neither Ann nor Ian had a severance agreement contemplating a dissolution of the organization. But, she said, "We place the Campbells in the capacity of creditors -- in line to negotiate obligations against the remaining assets." So what is it: No retirement compensation whatsoever, or the Campbells getting in line with other creditors, possibly to share in remaining assets?

Best, Don Bauder

Paying a talented artistic man $683k does not appear excessive in relation to the $300k Jerry ("El Chapo") Sanders earns at the Chamber. I just hope the opera's closure does not result in the Castrati losing their H1-B visas and having to return to Italy.

Burwell: As you know, castrati began fading in the late 18th century and the last one sang in the mid-19th century. However, counter-tenors, who make a similar sound, are very popular in baroque opera today.

However, when one San Diego Opera attendee heard a counter-tenor singing those high notes in a Handel opera, he told Ian Campbell he would never go again if he heard a man singing a woman's voice. Best, Don Bauder

Psycholizard: Absolutely amazing. I did not know about this recording. I thought I would never hear a castrato. Best, Don Bauder

Now I didn't know Sanders was a castrato, I thought he was a countertenor. Sending him to Italy is a wonderful Idea though.

THERE WAS A COMPLAINT ABOUT HOSTILE WORK ENVIRONMENT. NOBODY KNOWS WHAT HAPPENED TO IT. A member of the senior staff of San Diego Opera confirmed to me today (March 29) that there was, as rumored, a recent complaint filed by an employee about a hostile work environment. It's not clear to whom the complaint was filed. "Seven senior staff members were interviewed; the initial investigation decided there was not enough evidence of a hostile environment," says a senior staffer. "But [lawyers] would continue to investigate the management style of Ian and Ann Campbell. We don't know what happened to that investigation."

This source says right up until the last, the senior staff was meeting regularly to discuss the 2015 season. At the last minute, brochures were supposed to go to the printer, "and we were told not to send them out," says the source. "No one guessed anything about the closing of the company."

The subject of rescuing the company by putting on lighter fare (Lehar, Gilbert & Sullivan, musicals) came up, but Ian Campbell "was never crazy about lighter fare," says the inside source.

Because the fat pay of Ian and Ann were a matter of public record, the staff knew about it. "Whenever it came up, there would be a roll of the eyes and a shrug. I wouldn't say it was a major issue," says this staffer.

The opera tried two Handel operas, Ariodante and Julius Caesar in Egypt. "The core audience loved them but they did poorly at the box office -- maybe 70%," says the senior staffer. "We might as well have been doing contemporary opera [which doesn't draw well]."

Basically, the closure "came as a complete shock to us," he says. As the staff was learning of the decision, the news was already "all over Facebook," says the source.

Psycholizard: Some of Sanders's establishment buddies belong in Sicily. Best, Don Bauder

Karen Shebek: Congratulations. That's the first time I have been accused of emulating Fox News. Best, Don Bauder

Her basis for the comment was that a lack of information that led to some comment was improper. But how was anyone to know what was going on? The Opera clammed up, and might never start releasing the "information" needed to make an informed report. Karen, you can't have it both ways.

Visduh: Yes, Cohn's op-ed was pathetic. She lamented the so-called false rumors going around. But she apparently does not understand that whenever a mysterious action takes place, and the people at the top clam up, rumors are going to fill the vacuum. There is a lot of money that will go somewhere, and people want to know where. Best, Don Bauder

Polly Tyndal: Yes, those board members who sent the letter deserve congratulations. And they should NOT be denied the information. Best, Don Bauder

Congratulations on getting to the bottom of this story! So much of what has been said by Ian Campbell and Karen Cohn seem laughably illogical or, more sinisterly, lies. Even if only 8 Board Members have the guts to demand the information they are owed, perhaps some of the other meek Board Members will have their eyes opened. The Board has a big fiduciary duty, and a duty to the community. I wonder if those who voted "yes" to close were showing their duty only to Ian Campbell?

Anon92067: Even though only eight members signed that letter, they are entitled to the information, according to opera bylaws. Best, Don Bauder

The fact that Ian Campbell and Karen Cohn are no longer speaking to the press or the public regarding any of this indicates to me that they are or will soon be sheltering at the side of their favorite attorneys.

What is a reasonable response time for the letter sent by the board members? If it is completely ignored for a week, should that be an indication that there will be zero cooperation?

Is it time to freeze assets, if that can be done--or should that be done after the last performance? How will this organization in such a state ensure that people will be paid in accordance with what they are due? (Not referring to Ian and Ann Campbell at this time).

Is anyone at the city looking into this? I think they did get some county funds. Could the county also request information to see of the funds were applied the way they were supposed to be applied?

Would any of the legal documents for the opera be a matter of public record--aside from the rental/lease agreement with the city? Is there a record of the opera company asking for a reduction in the amount they were paying for facilities at the opera house, or is that being used as an excuse? Because the rental amount for the performances seems like a drop in the bucket when compared with the salaries of Ian and Ann Campbell.

eastlaker: I doubt anybody at the City is looking at this. They are busy salivating over a deal (a rape of the taxpayers) with the Chargers. Yes, records are available. Google "irs 990 + san diego opera" and you will get the 990 reports to the IRS going back a decade or longer. I have used those 990s to get information on assets, revenue, salaries, etc. Best, Don Bauder

But what about the county. Do you think anyone there would help take up the gauntlet?

eastlaker:Some help from the County is possible, but it wouldn't come unless the City chipped in, too. Best, Don Bauder

Real crime seems more likely every day they don't show the books. Many of the published statements of Campbell and his supporters confess deception, as in knowing but not revealing. It may come as a surprise to residents of this City, but intentional deception on signed documents for personal gain is often treated as crime, rather than a qualification for public office. If I were on the Opera Board, I would ask for Ian Campbell's resignation immediately, and get a lawyer. What you sign without careful examination can bite you later.

Psycholizard: Trouble is, most of the board is in Ian's pocket. However, the information sought by the eight board members HAS to be turned over, according to opera bylaws and state laws. Best, Don Bauder

Let's hope they're not completely lawless, every day of delay in presenting real figures, spreads more doubt. Many sit on the board as a position of prestige, but this fiasco will only bring them disgrace, unless they rise up and turn this around. Houston Opera thrives while our Opera does the hooked fish flop. Houston is not some Mecca of culture, we can fix this.

Psycholizard: It may require a new company starting out to fix this. Best, Don Bauder

While it is possible all those interested already know this, I will pass something along that I learned from a comment in the UT. For those interested, it is a comment on the William Purvis piece, "Opera drama: We must fight to keep it alive". (If you want to track it down, make sure you find the one that is datelined 3/29, because that one has comments. The 3/30 datelined article does not have comments).

The person mentions that eight individuals became board members two months ago, were not required to make the $25,000 donation that had been required of board members, were "instrumental" in making the quorum, and all voted in favor of shutting down SD Opera at the emergency meeting. Additionally, it was said that this had only been the second or third board meeting these eight had ever attended. The person posting did so around midnight Sunday night, and also suggested that reporters should "look into, verify and question the legitimacy of this quorum's vote".

That's one method of ensuring the outcome you want on a vote!

I mention this here because it has become more difficult to find the three opera articles that were featured online in the UT; I needed to do a search and even then keep digging. So it would be unlikely for many more people to read this person's comments unless someone was really trying.

This helps to build the case (in my mind at least) that Ian Campbell had been putting this together for a while, despite planning the future season and giving the impression that everything was humming along just fine.

eastlaker: If true, this is another nugget of proof of fraud. If this is accurate, it shows that a few people were in on this. The board was stacked and the vote on dissolution was not on the agenda. Best, Don Bauder

Ian Campbell has confessed to being a liar whose management has led an important charitable institution to dissolution. HIs defense from the start has been that Opera is a sick dog that needs to be put down, through no fault of his own, it just happened. And he lied only to protect the feelings of those who still loved the dog and wouldn't understand. The trouble with the talk about the future of Opera, is that distracts from the issue here, money.

The presented figures say the Opera is millions in the black, but the management says it can't make next year's payroll. Both facts can't be true. Experience tells us the money must be gone, trying to sell this as an artistic decision is idiotic. The issue now is the disposal of the Opera's remaining assets, and trying to preserve those a new company needs for San Diego. If Board and Management have any decency, they would turn over this task to new people, just as in a bankruptcy. I don't expect them to, I suspect they have another scheme.

Psycholizard: Your analyses have been very helpful in trying to unravel what went on. There are so many questions. Keep asking them. Best, Don Bauder

It's well worth reading this article recently posted on KPBS: http://www.kpbs.org/news/2014/mar/31/opera-drama-enters-second-act-san-diego/?utm_source=t.co&utm_medium=social-media&utm_campaign=kpbsnews-twitter

I'm sure that the powers that be at SDO are not happy with the investigative reporting of The Reader, Voice of San Diego, and KPBS. Even the U-T is more inquisitive than usual, although not nearly to the extent of the other journalists in town.

Anon92067: Yes, I read that KPBS piece. It is a good summary. The Reader had a lot of it first. Best, Don Bauder

Word is out that this effort has bought two more weeks. Anyone have more information?

eastlaker: Yes, see my post above about Monday's meeting. The new go/no-go date is April 29. Best, Don Bauder

Jenny Reiswig: The vote was 33 to 1 to close, but 58 were on the board. The vote on closure was not on the agenda. Of the eight people who wrote, saying they need more information, some had voted for closure, some had not. Some of the information they sought was revealed at yesterday's 4.5 hour board meeting. Best, Don Bauder

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