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“Differences in voting rights: three directors - the pastor and two trustees of st. Boniface catholic church, cold spring, mn - also serve as members of the organization. As members, these three individuals have the power to propose and vote on the appointment of the other eight directors. Additionally, these same three directors/members have the power to discharge any director through a majority vote of the five members. Executive committee: the board of directors designated three of its members to constitute an executive committee. To the extent determined by the board of directors, the executive committee has the authority of the board of directors and the management of the business of the corporation. The executive committee acts only in the interval between meetings of the board of directors and is at all times subject to the control and direction of the board of directors.”

“The members of the corporation are as follows: 1. The bishop of the diocese of st. Cloud, or the person who, in his stead, exercises ordinary jurisdiction over the spiritual and temporal affairs of the diocese of st. Cloud, in accordance with the legislation of the roman catholic church; 2. The vicar general of the diocese of st. Cloud, who has been appointed to be a member ex-officio of the corporation of the diocese of st. Cloud. In the event of a vacancy in the office of the bishop, or in those cases in which the vicar general's office ceases, then and in such event the person who was the vicar general shall continue to be a member ex-officio of this corporation with all the rights and powers incident thereto, but his membership shall cease at once when the office of vicar general has been filled; 3. The pastor of st. Boniface catholic church, cold spring, minnesota; 4. The two trustees of st. Boniface catholic church, cold spring, minnesota, which have been designated as the trustees of said parish pursuant to the provisions of section 315.15 of the minnesota statutes, and their successors.”

“Three directors - the pastor and two trustees of st. Boniface catholic church, cold spring, mn - also serve as members of the organization. As members, these three individuals have the power to propose and vote on the appointment of the other eight directors. Additionally, these same three directors/members have the power to discharge any director through a majority vote of the five members. In addition to the three board members included above, the other eight directors are elected by the members of the corporation and shall serve in that capacity at the pleasure of the members.”

“Amendments made to the articles of incorporation and bylaws must be approved by a majority of the members.”

“The 990 was prepared by an independent public accounting firm and was reviewed by both the administrator and the director of finance. After their review, the 990 was provided to the board of directors, who reviewed and approved it, prior to filing.”

“The organization's conflict of interest policy applies to all officers and members of the board of directors. The administrator annually reviews the board members' associations for conflicts of interest. The board of directors annually reviews the administrator's associations for conflicts of interest. If a conflict arises, depending on the circumstances, the conflicted individual abstains from voting, steps down from the board, or terminates their association with the other party.”

“The board of directors uses comparability data annually to ensure that the compensation for the administrator is fair. Determination of compensation of other officers or key employees of the organization is done using mn aging comparison reports. The last review was performed in 2013.”

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