Partners in Food Solutions

“General mills operations, llc is the sole member of the organization. In the event all members have resigned their membership, the organization shall have no members and any rights or duties given to the members under the governing instruments shall vest in and be exercised solely by the board of trustees.”

“The members of the board of trustees are elected on an annual basis by the member of the organization subject to the terms of any collaboration agreements which allow cargill, inc., royal dsm, buhler ag, hershey, ardent mills, and j.m. Smucker company to each appoint one trustee to the board of trustees.”

“The following actions are reserved powers of the members and require unanimous approval of the members of the organization: 1) the sale, lease, transfer, or other disposition of all or substantially all of the organization's property or assets; 2) the merger or consolidation (either in law or in fact) of the organization with one or more other organizations; or 3) the amendment of the articles of incorporation or the bylaws of the organization.”

“The form 990 was presented to the finance committee and the board of trustees to approve prior to filing with the irs.”

“The organization's conflict of interest policy covers trustees, officers, and employees which requires annual acknowledgement of the policy provisions and annual disclosure form. A contract or transaction involving a conflict of interest may be approved by the board if the following procedures are followed, and after due diligence, the board determines that the contract or transaction is in the best interest of the organization and the following actions are executed: prior to board action on a contract or transaction involving a conflict of interest, a trustee, officer or employee who knows he or she has a conflict of interest with respect to a matter to be discussed at a meeting, shall disclose all facts material to the conflict of interest to the chair. Such disclosure shall be reflected in the minutes of the meeting. A trustee, officer or employee who knows he or she has a conflict of interest shall not participate in the board's discussions of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside a board meeting. A trustee who has a conflict of interest with respect to a contract or transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum or for purposes of the vote. Such person's ineligibility to vote shall be reflected in the minutes of the meeting. If it is not entirely clear whether or not a conflict of interest exists, then the individual with the potential conflict shall disclose the circumstances to the board. The board shall determine whether a conflict of interest exists.”

“The finance committee of the board of directors reviewed and approved the compensation for the chief executive officer, jeff dykstra. The committee used the appropriate comparability data and contemporaneously substantiated the deliberation and decision in 2022. The board of trustees has established a compensation committee that will perform these duties going forward. Managers use approved performance review system for employee compensation and reward. The chief executive officer's compensation is reviewed and approved by the compensation committee each year after fiscal close. The process described here was last completed in 2022”

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

“Partners in food solutions' (pfs) ratio of expenses related to program versus administrative and fundraising activities is based upon its actual cash revenues and expenses. A significant portion of the value of the activities of pfs is in the form of contributed in-kind services from hundreds of professional volunteers and as such, are treated separately from calculations regarding the organization's allocation of time and expense between program and non-program activities. The 2023 audit functional expense breakout (with contributed services factored in) was 90% program, 7% admin, and 3% fundraising).”

“The process has not changed from the prior year.”