Minnesota Chamber of Commerce and Industry

“The executive and planning committee, chaired by the chair of the board, shall exercise the authority of the board in the management of the business of the corporation to the extent determined by a board resolution adopted annually. The executive and planning committee consists of all officers of the corporation who are also directors, the immediate past chair of the board and at least two additional members of the board appointed by the chair.”

“The minnesota chamber of commerce is a membership organization representing more than 6,300 companies. Members are mainly businesses in minnesota.”

“Voting directors elected by the organization members at the annual meeting shall serve for a term of three years each. Terms of the voting directors elected for three-year terms shall be staggered so that as nearly as possible one-third of such directors shall be elected annually. No person may servce as a voting director for more than two consecutive full terms without an intervening period of at least one year.”

“Certain provisions for adopting, amending or repealing the corporation's bylaws are subject to the power of the members exercisable in the manner provided by law.”

“The board of directors has assigned the 990 review process to the minnesota chamber finance committee, wich reviews the 990 and supporting schedules prior to filing of the return.”

“The purpose of the conflict of interest policy is to complement the bylaws of the organization and to precent personal interest of staff members, board members and members of the finance committee from interfering with the performance of their duties to, or result in personal, financial, professional, or political gain on the part of such persons. Annually a conflict of interest statement is collected from all board directors and staff members. Full disclosure, by notice in writing, shall be made by the interested parties to the full board of directors of all conflicts of interest. Following full disclosure, the board of directors shall determine whether a conflict exists and, if so, the board shall vote to authorize or reject the transaction or take any other action deemed necessary to address the conflict. Votes shall by a majority vote without the presence or vote of any interested director, even if the disinterested directors are less than a quorum provided that at least one director is disinterested. An interested board member, officer, or staff member shall not participate in any discussion or debate of the board of directors, or of any committee or subcommittee thereof in which the subject of discussion is a contract, transaction, or situation in which there may be a perceived or actual conflict of interest. However, he or she may make a presentation at the board or committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The minutes of the meeting shall contain the names of the persons who disclosed or were otherwise found to have a conflict of interest, the nature of the conflict, any action taken to determine whether a conflict was present, and the board's decision as to whether a conflict in fact existed. The minutes shall also include the names of the persons who were present for discussions and votes relating to the transaction.”

“The benefits and compensation package for the president and ceo is overseen and directed by our compensation committee. This committee is comprised of our volunteer officers of the board of directors which inclusde the chair, vice chair, secretary/treasurer and the immediate two past chairs. Meeting minutes are maintained to document this deliberation and approval of salary adjustments. A salary and benefit survey has been conducted to measure the compensation package. The process described here was last completed in 2024.”

“The organization's governing documents, conflict of interest policy, and financial statements are available upon request.”

“Equity in earnings of subsidiary, mn chamber business services -49,978.”