The Minneapolis Club

“The membership of the Club (exclusive of lifetime and honorary members) shall be limited to 1,325 resident members and 450 non-resident members. Members are approved by the board of governors.”

“The annual meeting of the members of the Club shall be held at its Club House the fourth Tuesday in April, or at such other place, at such other time and on such other day not later than the last day of April, in each year, as the Board of Governors may determine from year to year (provided that written notice of the place, time and date so determined shall be mailed to each member at least thirty days prior to such meeting) to consider such business as may properly come before the meeting. Further, the elective members of the Board of Governors shall be elected at the annual meeting with the following procedure: The Board of Governors shall each year, at least thirty days prior to said annual meeting, appoint up to five members, none of whom shall be a member of the Board of Governors, to a nominating committee. The committee shall also include the President, the Vice-President and the Immediate Past President. Such nominating committee shall post, at least twenty days prior to the annual meeting, a list nominating one member as a candidate for each vacancy in the elective membership of the Board of Governors, which list shall be known as the "regular ticket." Members of the Club, not less than twenty in number, may nominate "special tickets" of members as candidates for such vacancies, differing in whole or in part from the regular ticket, by signing such special tickets and posting the same at least fifteen days prior to said annual meeting. Each vacancy in the Board of Governors shall be filled by the affirmative vote of a majority of the resident members present in person, by mailed-in ballot or proxy who vote at the annual meeting. If more than one candidate has been nominated for a vacancy through a special ticket, voting shall be by secret ballot at the meeting.”

“A copy of the 990 is given to each board member. Input is solicited and the form is reviewed internally by the board members.”

“Prior to entering into business transactions with management persons, the proposed transactions must be carefully reviewed to determine that such transactions are in the best interest of the Club. The interested party must make full disclosure, to the best of his or her knowledge, of any dual interest in the proposed transaction by submitting a report to the board of governors or any committee designated by the board to handle such matters, disclosing why the proposed transaction or arrangement may or may not be in the best interest of the club. After disclosure of the financial interest and all material facts to the board of governance committee, the interested party shall depart the board or governance committee meeting while the determination of a conflict-of-interest is discussed and voted upon. The board or governance committee, excluding any interested party, shall decide if a conflict-of-interest exists. If the board or governance committee has a reasonable cause to believe that a management person has failed to comply with this conflict-of-interest policy, the board or governance committee may inform the management person of the basis for such belief and afford him or her an opportunity to explain the alleged failure to comply. After hearing the response and making such further investigation as may be warranted in the circumstances, if the board or governance committee determines that such management person has in fact failed to comply with this conflict-of-interest policy, it may take action including, among other things, removal or termination of such management person.”

“An annual survey is conducted for the national city/athletic club managers' conference. Salary information is shared at the national conference. Using this information, the compensation committee reviews the salary for the Club's general manager and determines the overall annual increase. This information is shared with the board of governors in an executive session.”

“Upon submission of formal request to Minneapolis Club and subsequent approval by the board, Minneapolis Club will provide its governing documents, conflict of interest policy, and financial statements.”