Twin Cities Diversity in Practice C/O Gray Plant Mooty

“The executive committee is composed of either a chair or co-chair, treasurer, secretary, and a member at large. The executive committee meets monthly and makes decisions on day to day functions that do not need board approval.”

“The members of the corporation shall all be law firms or other employers of licensed lawyers in the twin cities metropolitan area who have completed a membership certification and returned such certification to the board of directors of the corporation (the "members"). The board of directors shall determine in its sole discretion the law firm or employer of lawyers who shall be admitted as members of the corporation. Members of the corporation may, to the extent admitted to the corporation, fall into one of the following membership categories: (a) law firm members. As used herein, "law firm members" shall include partnerships, limited liability partnerships, corporations or other business entities that employ licensed lawyers within the twin cities metropolitan area and whose primary business function is the provision of legal services to third parties for fees. (b) corporate law group members. As used herein, "corporate law group members" shall include corporations or other business entities that employ licensed lawyers within the twin cities metropolitan area whose primary business function is not the provision of legal services for fees. (c) government agency members. As used herein, "government agency members" shall include a governmental agency that employs licensed lawyers within the twin cities metropolitan area.”

“Each member organization designates a member representative who vote to approve our slate of directors at our annual meeting.”

“Members approve certain board decisions according to our bylaws. The member representative shall cast any vote to be cast by the member.”

“The organization's public accounting firm prepares the form 990 based on the information provided by members of the finance team. Once the return is prepared, it is sent to the board for their review and acceptance.”

“Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest is covered. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. There is no defined level to determined existence of conflict. If the governing board or committee has reasonable cause to believe an officer or director has failed to disclose actual or possible conflicts of interest, it shall inform the officer or director of the basis for such belief and afford the officer or director an opportunity to explain the alleged failure to disclose. Results following conflict of interest are documented among minutes of governing board. All committees with board delegated powers shall contain the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest. In addition, the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings requires disclosure.”

“Annually, under the leadership of the co-chairs, the board completes an evaluation of the executive directors compensation and sets the compensation. The compensation process includes a board assessment, a self-assesment from the executive director, and a discussion with staff. The board takes into consideration the organizations overall financial position, as well as market wages for the position, in light of industry standards. The executive committee discusses the findings alongside the board co-chairs before bringing the compensation package to the board executive session, which excludes staff, for a vote. The deliberation and decision is documented in the board minutes. The last year the process was completed was 2021.”

“The governing documents and financial statements of the organization are available to the public upon written request of the executive director at the hosting headquarters.”

“The process for oversight and selection of an independent accountant has not changed.”