Leadingage Minnesota Foundation

“The foundation's executive committee is composed of the officers of the board of directors. The executive committee has the power to act on behalf of the board of directors between meetings of the board, subject to any limitations imposed by the board of directors. Unless specifically authorized by the board of directors by resolution approved by the affirmative vote of a majority of the directors, the executive committee shall not have the authority and power to elect officers, to amend the foundation's governing documents, to adopt a plan of merger or consolidation, to authorize the sale or other disposition of all or substantially all of the property and assets of the foundation, or to authorize a voluntary dissolution of the foundation or revocation thereof.”

“Leadingage minnesota is the sole member of the foundation.”

“All board directors are appointed by the sole member, leadingage minnesota.”

“After review and approval by the cfo, a draft copy of the form 990 is provided to the foundation board. The foundation board reviews the draft form 990, addressing any comments or concerns. Upon approval of the draft form 990 by the board of directors, the form 990 is filed with the irs.”

“The foundation's conflict of interest policy covers members of the board of directors, officers, and key employees who each have an affirmative obligation to act at all times in the best interests of the foundation. Each covered official has a fiduciary duty to conduct himself or herself without conflict to the interests of the foundation. When acting within his or her capacity as a covered official, he or she must subordinate personal, business, third-party, and other interests to the welfare and best interests of the foundation. Disclosure. The board of directors recognizes that conflicts of interest are not uncommon, and that not all conflicts of interest are necessarily harmful to the foundation. However, the board requires full disclosure of all actual and potential conflicts of interest. Each covered official shall disclose any and all facts that may be construed as a conflict of interest, both through an annual disclosure process and whenever such actual or potential conflict occurs. Process and remedy. The board of directors will determine whether or not a conflict of interest exists, and whether or not such conflict materially and adversely affects the interests of the foundation. A covered official whose potential conflict is under review may not debate, vote, or otherwise participate in such determination. If the board of directors determines that an actual or potential conflict of interest does exist, the board shall also determine an appropriate remedy. Such remedy may include, for example, the recusal of the conflicted covered official from participating in certain matters pending before the board or other foundation body. All proceedings related to conflicts of interest are documented in the meeting minutes. Annual disclosure process. On an annual basis, each member of the board of directors shall be provided with a copy of the conflict of interest policy, and shall complete and sign the acknowledgement and disclosure form.”

“The executive committee of leadingage minnesota, the foundation's sole member, evaluates the performance of the president and ceo. The chair conducts an annual performance appraisal after consultation with other committee members. As part of the process, the committee reviews comparability data and records contemporaneous documentation of the decision. Recommendations on changes in the president's salary, benefits, and employment status are reported to the board of directors for ratification, all of whom are independent persons. The president and ceo is compensated by m.c.c.a., a related organization, based on the determination of the executive committee and board of directors of leadingage minnesota. The most recent evaluation and compensation adjustment was conducted in 2016. The foundation's other officers are compensated by m.c.c.a. Thus the foundation does not have a process for determining their compensation. M.c.c.a. Provides all staffing and uses a combination of market rates and experience to determine compensation. This process was last undertaken in 2016 for the chief financial officer.”

“The foundation makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”