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 foundation made changes to the bylaws in fiscal year 2020. These changes include removing the article regarding membership, as the foundation is not a member organization. The board composition was updated to clearly define the terms and roles of board members and set a minimum amount of board members. A leave of absence policy was added to the bylaws.”

“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 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 and; - information obtained from the irs form 990 filings of similar organizations. - use of salary surveys nonprofit and foundation world. Board process and final decisions are documented through board minutes as of fiscal year 2020. The headwaters board of directors, in conducting its periodic analysis of executive director compensation, and in conversation with david nicholson as outgoing executive director, made the decision to offer two pieces of compensation for him as he parted with the organization. The first was a severance package, developed according to best practices and industry standards. The second, upon reviewing david's salary history alongside the current financial and programmatic state of the organization, prompted a conversation about the historic and systematic pay disparities that people of color experience. David took on the executive director role at a time when the organization was less financially stable, and accepted a salary rate that was below what would have been fair compensation for his experience. This happens often to people of color, and if not corrected for, it puts them at an ongoing structural disadvantage, as raises are often based on a percentage of salary. If you start low, you'll never catch up. While his salary over his tenure was adjusted per his strong performance and available funds, it was not enough to make up for the pay gap that was established the day he started. Given these circumstances, the headwaters foundation board of directors chose to draw upon reserves to pay david reparations for this pay disparity, in keeping with our values as an organization. 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 and was last completed in fiscal year 2020.”

“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.”

“Through grantmaking 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 grantmaking process is the touchstone of our foundation.”

“Headwaters foundation for justice launched two rapid response funds. The local coronavirus public health crisis called attention to how systems and institutions kept letting our communities fall through the cracks. Hfj's grantee partners (the majority of which are bipoc-led) had been telling us about how their communities were absorbing more social, political, and economic consequences than they did before the outbreak. Our response was to get to work fundraising and establish the communities first fund on march 15, 2020. Then, on may 31, headwaters responded to the murder of george floyd by setting up the transformation fund. We wanted to move money quickly to frontline organizations as they kept fighting against an ongoing culture of institutional violence and white supremacy. We also wanted to support the long-term movement work for real change required for our collective liberation. These two-rapid response grantmaking initiatives helped headwaters tune into the community's real-time needs and get grant dollars to where they could be most helpful. In fiscal year 2020, $1,132,500 in 63 grants.”

“Description of program services grantmaking - this program includes the process of grantee outreach, proposal review, grant tracking, record keeping, grants evaluation, and internal grants management.”

“Change in beneficial interest in the minneapolis foundation 32,220.”