Headwaters Foundation for Justice

“The finance committee reviews and recommends the approval of the prepared form 990 to the full board the board then reviews the form 990 for their consideration and approval.”

“As new board and key staff members join the organization, they complete the conflict of interest form. At the start of the new fiscal year, all board members and key staff members complete the conflict of interest forms. A summary of the conflicts is given to the board co-chairs. Any contracts or payments made to/with directors must be approved by the board. If any conflict of interest or potential conflict of interest arises after the annual form is filled out, the interested director or any director with knowledge of such conflict shall call it to the attention of the board prior to board action on a decision involving the conflict of interest. When there is doubt as to whether a conflict of interest exists, the matter shall be resolved by a vote of the board, excluding the person who is the subject of the possible conflict of interest. If a conflict of interest does exist, the board may still authorize, approve, or ratify a contract or transaction in good faith by the affirmative vote of a majority of directors; with the conflicted board member abstaining from the vote. The director who has a conflict shall not participate in the board's discussion 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 the meeting. The director having such a conflict shall not participate in the final deliberation or decision regarding the matter under consideration and shall retire from the room in which the board is meeting after providing the board with any and all relevant information. Any director disclosing a conflict of interest may be counted in determining the presence of a quorum at a meeting of the board or a committee thereof. The minutes of the meeting of the board or committee shall reflect that the conflict of interest was disclosed and that the interested director was not present during the final discussion or vote and did not vote on the matter.”

“Changes to the interim executive director's salary shall be made by the board of directors. In reviewing the compensation of the interim executive director, headwaters board of directors utilizes the following process: 1) impartial decision makers - the compensation arrangement must be approved in advance (before any payment is made) by the board composed entirely of individuals who do not have a conflict of interest with respect to the compensation arrangement. 2) comparability data - when the board is considering compensation of the interim executive director, it must rely on comparability data that demonstrates the fair value of the compensation in question. This data may include the following -expert compensation studies by independent firms. -written job offers for positions at similar organizations. -documented telephone calls and emails about similar positions at both non-profit and for-profit organizations. -information obtained from the irs form 990 filings of similar organizations -use of salary surveys non-profit and foundation world. The board's final decision is documented through board meeting minutes. This is conducted annually and last occurred in fiscal year 2024. Staff salaries are determined by performance evaluation, years of experience, education, supervisor duties, and ensuring all positions are paid at least within 50-75% compared to other nonprofit organizations based on budget, assets, location, and focus area. The direct supervisor reviews performance and recommends compensation based on the salary ranges of the organization and the interim executive director approves all salaries. Salaries are documented in the appropriate personnel file with the request memo and the signed salary authorization approved by the interim executive director. The process described here was last completed in 2024.”

“The foundation makes its financial statements available on the website or mailed upon request.”

“Change in beneficial interest in the minneapolis foundation 108,657.”