Aia Minnesota

“The organization's executive committee is composed of the president, president-elect, the immediate past president, secretary, and treasurer of aia minnesota and the president of each chapter. The executive committee shall act for the board of directors between meetings of the board of directors. The executive committee may not originate any major policy or take any action that would conflict in whole or in part with any action of the board of directors or of any meeting of aia minnesota or any rule or policy of the institute.”

“Board approved changes to bylaws in july 2015.”

“The membership of aia minnesota consists of: 1. The architect and associate members of the institute who have been assigned to aia minnesota or to any chapter within the state of minnesota, or who have been admitted to unassigned membership in aia minnesota, or its component chapters, and 2. The allied, student and honorary members aia minnesota may admit as provided in the organization's bylaws.”

“The board of directors of aia minnesota is composed of the following persons: all officers of aia minnesota; the president and president-elect of each chapter; up to two additional members from each chapter; the dean of the college of design at the university of minnesota or the head of the university of minnesota school of architecture; at least one associate member; the current president of the university of minnesota chapter of the american institute of architecture students organization; one public member, as appointed by the above board members.”

“Aia minnesota's bylaws, and any amendments to them, shall be forwarded at the request of the secretary of the american institute of architects for review for conformity with institute bylaws.”

“The form 990 was reviewed in detail by the executive vice president and the organization's tax preparers prior to filing with the irs.”

“Each director, principal officer, and member of a committee with board-delegated powers annually shall sign an acknowledgement and disclosure form that affirms that such person has received and reviewed a copy of the conflict of interest policy and agreed to comply with its terms; and requires that such person disclose any financial interest in or fiduciary responsibility towards any entity such person believes may enter into a proposed transaction with the foundation in the upcoming year. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence and nature of his or her financial interest or fiduciary responsibility and all material facts to the directors and members of committees with board-delegated powers considering the proposed transaction or arrangements. After disclosure of the financial interest or fiduciary responsibility and all material facts, and after any discussion with the interested person, he or she shall leave the board or committee meeting while the final determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. An interested person may make a factual presentation at the board or committee meeting, but after such presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. An interested person shall not actively participate in the discussion of, or vote on, the transaction or arrangement that results in the conflict of interest, either formally at a board or committee meeting or informally through contact with individual board or committee members. In addition, the interested person should not be counted in determining whether a quorum is present for the board or committee meeting at which the transaction or arrangement that results in the conflict of interest is to be voted upon. All proceedings are documented in the minutes of the board and all committees with board-delegated powers.”

“The executive vice president's performance and compensation shall be as annually reviewed and revised, as appropriate, by the executive vice president performance review and compensation committee, which is composed of aia minnesota's president, president-elect, and immediate past president.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“After the filing of the 2015 form 990, the organization engaged new tax preparers and as part of the process discovered certain errors in the previously filed return. Therefore, the organization is amending the 2015 form 990 as follows: 1. As part of the organization's 2016 audit, aia minnesota determined that the organization was beneficiary of a passthrough grant during tax year 2015 for $150,000. As a result, the following parts of the form 990 and schedules were updated to reflect the recognition of grant income. - form 990, part viii, line 1d - form 990, part x, lines 3 and 26 - schedule d pt xi, line 4b - schedule b was added 2. As part of the organization's 2016 audit, aia minnesota determined that it has sufficient governance overlap with minnesota architectural foundation for the two organizations to be related per irs instructions. As a result, the following parts of the form 990 and schedules were updated to reflect this relationship: - form 990 part iv, lines 35a and 35b have been updated to reflect the changes to schedules as noted below. - form 990 part vii has been updated to add the hours spent by officers and directors on the related organization. - schedule r was added to reflect the relationship and transactions between aia minnesota and minnesota architectural foundation. 3. Schedule c was updated to reflect the actual lobbying costs and non-deductible dues reported in sec. 6033(e)(1)(a) notices during 2015. 4. Compensation amounts previously reported on part vii and schedule j were updated to add nontaxable benefits. 5. Schedule o narratives have been updated to more thoroughly describe the organization's conflict of interest policy and governance structure. 6. Form 990 part iv, line 12a has been updated to yes, since the organization had a stand alone audit for 2015.”