Minnesota Architectural Foundation

“The board of directors is composed of eleven persons. Six of the board members shall be appointed by the board of directors of aia minnesota. Five of the members shall be elected by a majority vote of the board of the minnesota architectural foundation.”

“A draft of the form 990 will be provided to the board in advance of the board meeting where it is reviewed.”

“Each director, principal officer, and member of a commiittee with board-delegated powers annually shall sign an acknowledgment and disclosure form that affirms that such person has received and reviewed a copy of the conflict of interest policy and agreed to comply with its terms; and requires that such person disclose any financial interest in or fiduciary responsibility towards any entity such person believes may enter into a proposed transaction with the foundation in the upcoming year. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence and nature of his or her financial interest or fiduciary responsbility and all material facts to the directors and members of committees with board-delegated powers considering the proposed transaction or arrangements. After disclosure of the financial interest or fiduciary responsibility andall material facts, and after any discussion with the interested person, he or she shall leave the board or committee meeting while the final determiniation of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. An interested person may make a factual presentation at the board or committee meeting, but after such presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. An interested person shall not actively participate in the discussion of, or vote on, the transaction or arrangement that results in the conflict of interest, either formally at a board or committee meeting or informally through contact with individual board or committee memnbers. In addition, the interested person should not be counted in determining whether a quorum is present for the board or commtitee meeting at which the transaction or arrangement that results in the conflict of interest is to be voted upon. All proceedings are documented in the minutes of the board and all committees with board-delegated powers.”

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

“After the filing of the 2015 form 990, the organization engaged new tax preparers and as part of the process discovered certain errors in the previously filed return. Therefore, the organization is amending the 2015 form 990 as follows: 1. As part of the foundation's 2016 audit, the foundation determined that, based on the terms of the grant, the actual amount of passthrough grant to recognize for tax year 2015 was $150,000, rather than $38,000. As a result, the following parts of the form 990 and schedules were updated to reflect the change in the grant amount - form 990, part iii, line 4a - form 990, part ix, line 1 - form 990, part xi, line 9 - schedule d pt xii - schedule i, pt ii 2. Schedule a was updated to reflect the correct excess contributors, resulting in a decrease in the organization's public support percentage. 3. As part of the foundation's 2016 audit, the foundation determined that, based on the foundation's bylaws, it has sufficient governance overlap with aia minnesota for the two organizations to be related per irs instructions. As a result, the following parts of the form 990 and schedules were updated to reflect this relationship: - form 990 part iv, lines 23, 28c, 34 and 36 have been updated to reflect the changes to schedules as noted below. - form 990 part vi, line 7a has been changed to yes and schedule o has been updated to describe the relationship with aia minnesota. - form 990 part vii has been updated to add an officer and to add compensation from related organizations. - schedule j was added as required, based on revised compensation amounts on form 990, part vii. - schedule l has been removed, as it is no longer required based on the changes to the irs instructions for 2015. - schedule r was added to reflect the relationship and transactions between the foundation and aia minnesota, a related entity. 4. Schedule o narratives have been updated to more thoroughly describe the organization's conflict of interest policy.”