Minnesota Grocers Association

“The executive committee is composed of the chair, past chair, and vice-chair(s). If there is a chair-elect, he or she also serves on the executive committee. The executive committee has all the power of the board of directors between meetings of the board of directors. The executive director shall be a non-voting member of the executive committee, but shall attend all meetings thereof, unless when directed the executive director should not be present at a meeting.”

“The membership of the association consists of the following classes: regular members, associate members and honorary members. Regular members are individuals, firms or corporations maintaining an established place of business in retail, wholesale, manufacture or brokering in food and commodities usually sold in grocery store. Associate members are individual companies, corporations or associations whose products or services are used by the grocery establishment. Honorary members are individuals, firms or corporations designated as such by the board of directors of the minnesota grocers association, under such terms and conditions as designated by the board.”

“Directors are elected by the regular members at the annual meeting of the association. At each annual meeting of the association, one-half of all at-large directors and two district directors from the eight districts (as set forth by the association's governing documents) are elected. At the next annual meeting, two district directors not elected at the immediately preceding annual meeting shall be elected, and so on. In the event the number of at-large directors is increased by a resolution of the board of directors, the board shall elect the additional directors to serve until the next annual meeting, at which time the voting members of the association will elect their successors.”

“Amendments to the association's governing documents must be approved by a majority of directors and a majority of members with voting rights. If an amendment is initiated by the directors, proper notice of the proposed amendment must precede a member meeting at which the amendment will be considered and must include the substance of the proposed amendment. If an amendment is approved by the members, the members may demand a special board meeting within 60 days for consideration of the proposed amendment if a regular board meeting would not occur within 60 days.”

“The form 990 was provided to all directors of the board prior to filing for review and to request changes.”

“A contract or other transaction between the association and: one or more of its directors, or a family member of the director; a director of a related organization, or a family member of the director of a related organization; or an organization in which one or more of the corporation's directors or family members have a material financial interest or legal representatives is considered a conflict of interest. Any potential conflict is noted by the president and shared with the chair. If an item of is of conflict, the member is asked to abstain from any related votes. The board itself reviews and determines if a conflict exists and documents those conflicts during a board meeting.”

“The executive committee determines the compensation for the president. The process consists of each member completing a year-end written evaluation of the president's performance. The executive committee meets in person and the president provides a written and verbal overview of the year's accomplishments, goals and challenges. The chairman has external comparability reports. The deliberations and discussion take place without the president present. The chairman meets with the president to provide the committee's recommendation, concerns and goals as well as the set recommended compensation. This process was last undertaken in 2018. The president has a review with the employee going over accomplishments and goals. These are reviewed by the president with the compensation committee along with comparable data. The president makes recommendation to the committee on the employee's performance. The deliberations are a collective process with the compensation committee and the president. A determination is made for compensation and the president presents to the employee.”

“The association makes its governing documents and financial statements to members upon request.”

“The executive committee assumes responsibility for oversight of the review of its financial statements and selection of an independent accountant.”