Mankato Area Foundation

“The Executive Committee shall consist of at least the four (4) Officers of the Corporation and committee chairpersons, or their designated committee representative and such other persons that may be appointed by the Board. The duties of the Executive Committee shall be those delegated to it and outlined by the Board of Directors. The Executive Committee shall make recommendations in accordance with the policies established by the Board. Subject to the Board's control and direction, the Executive Committee shall have and may exercise all of the authority and powers of the Board subject to such limitations as the Board may impose from time to time. Unless specifically authorized by the Board by resolution approved by the affirmative vote of a majority of the Directors, the Executive Committee shall not have the authority and power to elect Officers, to amend the Articles of Incorporation, to adopt a plan of merger or consolidation, to authorize the sale or other disposition of all or substantially all of the property and assets of the Corporation, to authorize a voluntary dissolution of the Corporation or a revocation thereof, or to amend these Bylaws.”

“There are no committees with authority to make decisions on behalf of the board.”

“The Treasurer and Finance Director will review the tax return draft then forward to the Finance Committee for review and approval. After recommendation from the Finance Committee, the Executive Committee reviews and approves presentation to the board for approval of filing. A copy of the Form 990 is e-mailed to the board for review and approval prior to filing.”

“All board members and committee members of the Foundation are covered by the policy. Any member with board-delegated powers is an interested person if they have a direct or indirect financial interest or a fiduciary responsibility to another organization. After disclosure of a possible conflict of interest, the remaining board or committee members shall decide if a conflict exists.”

“Executive committee officers do an annual review of the President and CEO responsibilities and goals. The Executive Committee discusses and has final authority to determine compensation. Information from the Minnesota Council of Nonprofits compensation study assist in the determination of compensation. The committee substantiates all information in its minutes. The Board approves the compensation as part of its annual budget. No officers receive compensation.”

“The governing documents, conflict of interest policy, financial statements, and Form 990 are provided to the public upon request.”