Detroit Historical Society

“The Detroit Historical Society is a membership organization. All members have the right to elect the members of the Board of Trustees, as well as certain officers of the organization.”

“All members have the right to elect the members of the Board of Trustees, as well as to elect the organization's secretary, treasurer, and historian.”

“The Chief Executive Officer and the Director of Finance, as well as the Finance and Audit Committee Chair, review a draft copy of Form 990 before it is filed with the Internal Revenue Service.”

“The governance committee of the Detroit Historical Society board of trustees monitors and enforces an annual review and compliance with the organization's conflict of interest policy. Current trustees re-sign their agreement to the policy annually. New trustees sign the conflict of interest policy upon election to the board and annually thereafter. A file of all signed conflict of interest policies is retained by the Assistant to the President and Chief Executive Officer.”

“The Detroit Historical Society has adopted and utilizes an executive compensation policy for the determination of compensation of the Detroit Historical Society's President and Chief Executive Officer ("President/CEO"), as well as other top management officials earning $150,000 or more. Consistent with Detroit Historical Society's by-laws, the Human Resources Committee ("the Committee") serves as the compensation committee and maintains general oversight of the organization's human resource plan, including yearly evaluations of its top executives and the determination of their compensation. The committee will meet, independently of the President/CEO and top management officials, to discuss performance relative to the position description. During these deliberations, the Committee may consider input obtained from other board members, staff, professional advisors, grant recipients, and other informed community leaders. Once a consensus is reached regarding performance, a similar discussion will be held concerning compensation relative to annual benchmarks and established objectives. Only those members of the Committee who are independent may be involved in the process for determining compensation. An independent person is defined as a committee member who does not have a direct or indirect financial interest in the organization. A voting member of the Committee who receives compensation from the organization for services is precluded from voting on matters relating to compensation. However, that person may provide information to the Committee regarding compensation. The Committee's process for determining compensation will include the review of appropriate comparability data and contemporaneous substantiation of the deliberation and decision. Competent salary surveys will be used to benchmark compensation for the position, including the Crain's Detroit Business Non-Profit Salary Survey, the Michigan Non-Profit Association Comparative Salary Survey, and others. The Discussion, deliberation, and substantiation of compensation will be documented in the minutes, with the comparability data attached. The committee will first present its findings and recommendations in an executive session without the President/CEO or top management official present. The Committee and/or the Board Chair (a member of the Committee) will then meet with the President/CEO or top management official to discuss and document the strengths, weaknesses, and goals for the upcoming year and its determination of compensation.”

“The Organization's documents, conflict of interest policy, and financial statements are available upon request in the Organization's public inspection file.”