Miller-Dwan Foundation and Subsidiaries

“The president and accountant of the foundation review the 990 for accuracy and completeness of information. The final copy of the 990 is provided to all board members for their review and approval at a board meeting.”

“The board policy regarding conflicts of interest and duality of involvement is as follows: a. During the consideration of a proposed allocation grant or other matter affecting the miller-dwan foundation, any board/committee member who has or is aware of a potential conflict of interest/duality of involvement, shall fully disclose such conflict to the board prior to the grants discussion. B. Any person deemed by himself/herself or by the chair to have a conflict of interest/duality of interest, excluding those associated with van gorden related grant discussions, shall not participate in any consideration of the grant request and may chose to leave the room during the discussion and voting. C. Board/committee members shall not use their personal influence in the discussion of the grant or matter, however, when the member's knowledge will assist the board or committee and when the board or committee requests such information, a person with a conflict or duality of interest may respond to pertinent questions. D. No organization shall receive special miller-dwan foundation consideration based on a board, committee, or family member or financial relationship. E. No board/committee member shall use his or her position, or the knowledge gained there from, in such a manner that a conflict between the interest of the miller-dwan foundation or any of its associated agencies or organizations and his or her interested persons, arises. F. A contract or other transaction between the miller-dwan foundation and a board/committee member is not void or violable because the board/committee member is a party to the contract or because the board/committee member is present at the meeting at which the contract or transaction is authorized, approved or ratified, so long as the following conditions are satisfied: a. The material factors concerning the contract or transaction as they relate to the board/ committee member's conflict of interest must be fully disclosed, or must be known to the board or committee authorizing, approving or ratifying the contract or transaction; and b. The board or committee authorizing, approving, or ratifying the contract or transaction must do so in good faith by a majority, not counting any vote that the interested board/ committee member might otherwise have, and not counting the board/committee member in determining the presence of a quorum. G. These conditions apply to any contracts or other transactions between miller-dwan foundation and a board/committee family member or an organization in or of which the board/committee member or a member of the board/committee member's family is a director, officer or legal representative or has a material financial interest. H. Board/committee members have a duty to place the interests of the organization foremost in any dealing with the organization and have a continuing responsibility to comply with the requirements of this policy. For the purpose of carrying out this policy, the miller-dwan foundation provides a disclosure statement to all board members regarding organizations with which each person and/or family members is, or has been within the prior two years, a trustee, director, significant financial supporter, active volunteer, current consumer of its services or staff member. On the basis of this disclosure, staff will identify any conflict of interest/duality of involvement whenever such organizations are considered for a possible allocation grant or other matter. This, however, does not release a board/committee member of the responsibility to inform the president and chair of any conflicting roles or dual roles they may have if not otherwise disclosed. Disclosure statements will be distributed periodically for the purposes of updating. The conflict of interest policy is distributed, reviewed, and signed by board members annually.”

“The miller-dwan foundation executive committee/officers review the 990s of other comparable organizations in the community to determine ceo salaries, as well as national nonprofit and foundation salary and benefits survey data to determine the appropriate salary. That group then discusses and determines salary for the position as well as any increases or other changes.”

“The annual report is available on the foundation's website and in person at the foundation's office. All governing documents, conflict of interest policies, other policies, and financial statements are available at the foundation office for the same period of disclosure as set forth in the section 6104(d).”

“Miller-dwan foundation has 6 employees. These employees are compensated by essentia health, an unrelated organization. Miller-dwan foundation reimburses essentia health for the compensation.”

“Increase in beneficial interest in perpetual trust 275,899.”