Headwaters Foundation for Justice

“The executive committee will consist of at least the chair and vice chair, or co-chairs, secretary, treasurer, and additional directors appointed by the board of directors. The executive committee shall act only during the intervals between meetings of the board of directors and shall, at all times, be subject to the control and direction of the board of directors. During such intervals and subject to such control and direction, the executive committee shall have and may exercise all the authority and powers of the board of directors in the management of the affairs of the corporation, subject to such limitations as the board of directors may impose. The executive committee shall keep regular minutes of its proceedings and report the same to the board of directors.”

“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.”

“Changes to the president's salary shall be made by the executive committee. In reviewing the compensation of the president, 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 president, 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. Executive committee presents final decisions and are documented through board and committee minutes. This is conducted annually and last occurred in fiscal year 2022. 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 president approves all salaries. The vp of operations and finance conducts salary research annually to determine salary ranges for the organization. Salaries are documented in the appropriate personnel file with the request memo and the signed salary authorization approved by the president. This is conducted annually for all staff and was last completed in fiscal year 2022.”

“The foundation makes its 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.”

“Change in beneficial interest in the minneapolis foundation -150,699.”

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