Minnehaha Academy

“The board of trustees may create such committees as it deems appropriate and shall appoint the membership of each committee. Such committees may include trustees and non-trustees. The chair of the board of trustees and the president shall be ex-officio members of all committees. Each committee shall have and exercise such authority as is delegated to it by the board of trustees. The designation of such committees and the delegation thereto of authority shall not operate to relieve the board of trustees, or any individual trustee, of any responsibility imposed upon him or her by law. Unless otherwise provided in the resolution creating a committee, such committee may fix the time and place of its meetings, specify what notice of meetings, if any, shall be given, and fix its rules of procedure which shall not be inconsistent with these bylaws or with rules adopted by the board of trustees.”

“The sole member of the academy is the northwest conference of the evangelical covenant church of america.”

“Fifteen members of the board of trustees of the academy are elected by the academy's sole member.”

“The following are actions that require the approval of the sole member of the academy: 1. Appointment and removal of the corporation's president; 2. Approval of the strategic plan, mission statement, and major changes of policy; 3. Approval of major borrowing; 4. Approval of the disposition, buying, leasing, selling, or encumbering of real property; 5. Approval of mergers or dissolution and approval of the creation of new affiliates and subsidiaries; 6. Amendments to the articles of incorporation and bylaws; 7. Approval of the fiscal year end; and 8. Designation of auditors.”

“The form 990 is prepared by an independent accounting firm from information prepared by the academy's finance team. The draft form 990 is reviewed first by the finance team, and then the finance committee. The form 990 is then forwarded to the the full board of trustees who have a chance to review the form 990 during a board meeting prior to filing. Finance staff members in charge of completing the form 990 are available to discuss the form 990 and answer any questions the board may have.”

“The academy's conflict of interest policy covers not only trustees and officers, but also employees who can influence the actions of minnehaha academy including those responsible for material purchasing decisions and persons who might be described as "management personnel." level 4 and 5 administrators are thus designated. Every year, all covered persons complete a conflict of interest disclosure form. Conflicts reported on the forms are reviewed by the board chair, who shall bring the matter to the attention of the board or a duly constituted committee thereof. Disclosures involving trustees should be made to the board chair, (or if she or he is the one with the conflict, then to the board vice-chair) who shall bring these matters to the board or a duly constituted committee thereof. The board or a duly constituted committee thereof determines whether a conflict exists and in the case of an existing conflict, whether the transaction may be authorized as just, fair, and reasonable to minnehaha academy. The decision of the board or a duly constituted committee thereof on these matters will rest in their sole discretion, and their concern must be the welfare of minnehaha academy and the advancement of its purpose. If it is determined that the transaction is of material conflicting interest, such transaction may still be undertaken if all of the following are observed: 1. The conflicting interest is fully disclosed; 2. The person with the conflict of interest is excluded from the discussion and approval of such transaction; 3. A competitive bid or comparable valuation exists; and 4. The board or a duly constituted committee thereof has determined that the transaction is in the best interest of minnehaha academy. All proceedings surrounding the conflicts of interest are documented in meeting minutes or as otherwise appropriate.”

“The board's executive committee meets without the president to review and set compensation for that position. Human resources provides salary benchmarking which is used in the compensation review process. The process is completed in june of each year, and last occurred in june 2016. The president reviews and approves compensation for other employees based on benchmarked salary ranges. In addition, the president takes into account the employee's progress against performance expectations for the employee. This process is completed annually, and last occurred in june 2016.”

“The academy does not make its governing documents, conflict of interest policy and financial statements available to the public.”

“Loss on restricted promises to give -680,000. Unrealized loss on interest rate contract -21,389.”