Keystone Community Services

“The Executive Committee shall consist of the board chair and such additional directors as may from time to time be designated by the affirmative vote of a majority of the entire board. The Executive Committee shall at all times be subject to the control and direction of the Board of Directors. The Executive Committee shall have and exercise the authority of the Board of Directors in the policy management of the business of the corporation in the interval between meetings of the board. The board Chair will be the Chair of the Executive Committee. Meeting of the Executive Committee may be called, from time to time, upon request of the board Chair or any two (2) members of the Executive Committee.”

“A draft of the Form 990 is initially reviewed by the Audit/Finance Committee. Once comments have been addressed from the Audit/Finance Committe the draft is provided for the full board to review.”

“All directors, officers, and management level employees are covered under the conflict of interest policy. The Board Chair and President review conflict of interest statements and make the determination of whether a conflict exists. Actual conflicts are reviewed by the Executive Committee of the Board. The Board shall not enter into any contract or transaction with (a) one or more of its directors (b) a director of a related organization, or (c) an organization in or of which a director of KCS is a director, officer, or legal representative, or in some other way has a material financial interest unless: -That interest is disclosed or known to the Board -The Board approves, authorizes, or ratifies the action in good faith -The approval is by a majority of directors (not counting the interested director) -At a meeting where a quorum is present (not counting the interested director) The interested director may be present for discussion to answer questions, but may not advocate for the action to be taken and must leave the room while a vote is taken. The minutes of all actions taken on such matters shall clearly reflect that these requirements have been met.”

“The President's terms of employment are determined by the organization's Board of Directors and reviewed annually by the Executive Committee of the Board. Salary is based on performance and comparability data with similar organizations. The Board uses the MN Council on Nonprofit's 2022 Salary and Benefits Survey for comparison.”

“The Organization makes its governing documents, conflict of interest policy, and financial statements available upon request.”

“No change from the prior year.”