Minnesota Historical Society

“MNHS has one class of membership, which is the body of dues paying members. Members have the right to vote on and approve a slate of candidates for Director(s), as put forth by the Governance Committee at the MNHS' annual meeting. The membership does not approve of significant decisions made by the governing body.”

“Dues paying members (the membership) have the opportunity to vote on and approve the slate of candidates for Director(s) as put forth by the MNHS' Governance Committee at the MNHS' annual meeting.”

“The annual tax return, IRS Form 990, is prepared internally by MNHS' Finance Department. The 990 goes through an extended internal review process within the Finance Department and depending on any concerns or emerging issues, the 990 may also go through an in-depth review by an independant tax consultant. Once these reviews are completed the 990 is presented to MNHS' joint Finance and Audit Committee for their review and approval. Once approved by this committee the 990 is submitted to MNHS' Executive Council/Committee for final review, discussion and approval. Upon final approval by the Executive Council/Committee, the 990 is electronically filed with the IRS.”

“All Board Members and Officers are subject to a conflict of interest policy which sets out that transactions, in which they may have a material interest are to be undertaken (if at all) only after disclosure of the conflict, notice in full to the Board of the contemplated transaction along with the nature of the conflict, and requiring action in favor of the transaction to be effected by the majority of the entirety of the Board not including the member(s) whose interest is involved. The office of the Director & CEO is responsible for maintaining and monitoring that a new Board member(s) submit a statement of acknowledgement that they will comply in full with MNHS' code of conduct, which includes the institution's conflict of interest policy. The office of Director & CEO performs this review annually.”

“The annual compensation for the Director and Chief Executive Officer, S Kent Whitworth, which covers the period ending 6/30/22, was reviewed by the Compensation Committee, which is part of MNHS' governing body. The compensation review includes a review of the terms of the written employment contract, comparisons based on surveys of local comparable not-for-profit organizations, the overall pay plan for the organization and a performance evaluation.”

“MNHS' audited financial statements, IRS Form 990 and annual reports are available to the public via our website or upon request. Governing documents and conflict of interest policy are available to the public upon request.”

“The $6,192,730 that is reported on Line 11g consists of the following expense categories and amounts. Prefessional & Technical Services ($3,548,191), Other Purchased Services ($1,909,268), Fire & Security ($269,811), Janitorial & Cleaning Services ($188,533), Credit Card & Bank Fees ($158,621) and Architectural Fees ($118,306)”

“The amount listed represents a return of unused prior year's appropriation to the State of Minnesota. During the 2022 MN Legislative session, language was included within the Legacy bill to extend this appropriation another fiscal year. This language was passed and signed into law. After passage of the law an issue was discovered in the wording of the language of our extension that made it invalid. While it is our intent to pursue further disucssions with the State of MN to reappropriate the funding, at the end of FY 22 we had to recognize and return the unused appropriation funds. This was shown as a below the line item as Non-Operating return of appropriation funds.”