Hennepin Health Foundation

“Hennepin health foundation's executive committee is composed of the chair, vice chairs, secretary, treasurer, and such other persons, if any, elected by the board of directors. The executive committee has the authority of the board of directors in the management of the business in the interval between meetings of the board of directors. The executive committee is at all times subject ot the control and direction of the board.”

“The sole member of hennepin health foundation is hennepin healthcare system, inc., a nonprofit organization.”

“Hennepin health foundation may not take any of the following actions without receiving approval by the sole member, hennepin healthcare system, inc., 1) incur long-term debt 2) mortgage or encumber any assets of the foundation 3) sell, lease, or otherwise dispose of all or substantially all of its property and assets 4) add or delete major services 5) voluntarily dissolve 6) purchase or acquire substantially all of the assets of another entity 7) merge, consolidate with any domestic or foreign organization, or lease or sell more than fifty percentof he foundation's property and assets to any entity in any one transaction or series of related transactions 8) prepay any indebtedness prior to the time for payment thereof as provided in the contract evidencing or creating such indebtedness 9) loan money or other assets to or guarantee the obligations of any person or entity 10) approve annual operating budgets, annual or long-range capital budgets, and intended nature of the foundation's operations 12) approve any extraordinary compensation or bonus to any employee 13) amend the articles of incorporation or bylaws, except that the board of directors may alter, amend, or restate article ii, sections 2-5 and 10, and article v without approval from the sole member of the corporation.”

“The full hennepin health foundation (hhf) board of directors will review form 990 at a monthly meeting prior to filing with the irs. The board receives a copy for review prior to the scheduled meeting. The vice president of finance will discuss any questions/comments at the meeting.”

“Hennepin health foundation's conflict of interest policy applies to all officers, board members, and committee members. Directors are required to annually review the conflict of interest policy and disclose any conflicts. Individuals with actual or potential conflicts are required to disclose the relevant facts to the board or committee considering the transaction. After presenting the relevant facts to the board or committee, the interested hennepin health foundation 41-0845733 person leaves the room for the subsequent discussion and vote on the transaction. The board or committee may seek alternative transactions that do not involve a conflict. All such situations are documented in the minutes of the meeting.”

“The foundation's financial statements are available upon request for the same period of disclosure as set forth in section 6104(d). They are also available on hhf's website.”