Headwaters Foundation for Justice

“The executive committee is comprised of the board officers and up to two at-large members from the board of directors. The committee may act on behalf of the board if a full board meeting cannot reasonably be convened.”

“The finance committee reviews the prepared form 990 and then forwards to the full board 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.”

“In reviewing and approving the compensation of the executive director, the executive committee of the 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 executive committee composed entirely of individuals who do not have a conflict of interest with respect to the compensation arrangement. 2. Comparability data - when the executive committee is considering compensation of the 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 of the nonprofit and foundation sector board process and final decisions documented through board minutes. A compensation review was done on 2/21/17 for the executive director, david nicholson by the executive committee. A compensation review was done on 6/22/17 for the associate executive director, maria de la cruz, by the executive director. Staff salaries are determined by performance evaluation, years of experience, education, 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 organizations and the executive director approves all salaries. The operations director conducts salary research annually to determine salary ranges for the organization. This is documented in the personnel file with the request memo and the signed salary authorization approved by the executive director. This is conducted annually for all staff.”

“The foundation makes its governing documents, conflict of interest policy, and financial statements available on the website, for personal inspection in the office, or mailed upon request.”

“Headwaters foundation for justice (the foundation) is a community foundation whose mission is to amplify the power of community to advance equity and justice. Through grant making and capacity building support to grassroots organizations, our goal is to foster just and sustainable communities that embrace social, racial, economic and environmental equity. To achieve this goal, all of headwaters' programs are designed to advance two objectives: changing systems of power, and increasing the power of disenfranchised communities. Our community-led grant making process is the touchstone of our foundation.”

“In fiscal year 2018, the foundation's grantmaking program awarded $997,834 in 174 grants to nonprofit organizations mainly in minnesota and wisconsin. Grants are made through community innovation granting, the fund of the sacred circle, giving project-democracy in action, and donor advised funds. In general, headwaters funding is focused around the following issue areas: social justice, economic justice, racial justice, and environmental justice. Giving project is an innovative new model for funding grassroots groups or projects engaged in social change organizing to achieve social, economic, environmental, and racial justice in diverse communities throughout minnesota. In fiscal year 2018, the giving project, through democracy in action, awarded $130,750 in 16 grants. The fund of the sacred circle is directed toward american indian led grassroots groups or projects in minnesota and wisconsin addressing issues of injustice in native communities. The fund reaffirms the self-determination of american indians to define and address the needs of their communities in culturally appropriate ways. In fiscal year 2018, the fund of the sacred circle awarded $40,000 in 4 grants. Community innovation granting is a program in collaboration with the bush foundation. The grants program is set up to support community problem solving in minnesota. In fiscal year 2018, $372,500 was awarded in 38 grants. Donor advised funds enable individual donors to advance their philanthropic goals and direct resources to social change groups locally, nationally, and internationally. Headwaters staff educate donors about social injustice issues, connect them to organizations that match their interests, and provide technical grantmaking assistance. In fiscal year 2018, headwaters allocated $440,283 in 116 donor advised grants.”

“Change in beneficial interest in the minneapolis foundation 94,369.”