Twin Cities Diversity in Practice C/O Gray Plant Mooty

“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 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 the provision of legal services to third parties for fees. (C) Government Agency Members. As used herein, 'Government Agency Members" shall include a governmental agency that employs licensed lawyers within the Tein Cities Metropolitan Area.”

“Each member organization designated a member representative who votes to approve the slate of directors at our annual meeting.”

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

“The 990 is is prepared by the accounting team and then sent to the Board for their review and approval.”

“Any director, principal officer, or committee member 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 a conflict and be given the opportunity to disclose all material facts to the directors and members of committees with bod governing powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after and discussion with the interested person, the person shall leave the room and the conflict of interest is discussed and voted upon. The remaining board members decide if a conflict of interest exists. If the governing board or committee has reasonable cause to believe an officer or director has failed to disclose a conflict, it shall inform the officer or director to explain the alleged failure to disclose. Results following conflict of interest are documented among minutes of governing board. All names of those with conflicts are documented as well as all of those present for the discussions, 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 disclosure.”

“Annually, under the leadership of the co-chairs, the board completes an evaluation of the Executive Director's compensation and sets the compensation. The compensation process includes a board assessment, a self-assessment from the Executive Director, and a discussion with staff. The board takes into consideration the organization's 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 discussion is documented in the board minutes.”

“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.”