Semcac Inc.

“In following with the csbg organizational standards, semcac requested an attorney's review of the agency's bylaws. The attorney sent changes for consideration, which the board of directors reviewed and discussed at their january and february 2024 meetings. The final revised semcac bylaws document was approved by the board in march 2024. Amendments included the following: - article i clarified the language. - article ii updated the mission statement, which had been changed by board action on august 14, 2017: empower and advocate for people to enhance their self-sufficiency by maximizing community resources. Article iv: - section 4.1 added and remove" to the sentence in b)1. - section 4.3 added section c to comply with public law 110-134 adopted by congress december 12, 2007. - section 4.4 removed the description of the process used for the democratic election of consumer sector representatives, as this process is now a separate policy. (see also article vi regarding the formation of a governance committee). - section 4.5 addressed the change in board member terms approved at the february 2023 meeting. - section 4.6 clarified the language. - section 4.10 clarified the language. - section 4.13 updated the language to align with the requirements under minnesota's nonprofit statute. Article v - clarified the language. Article vi: - section 6.1 clarified the language and added one sentence to cover all committees. - section 6.2 removed one sentence, which is now in section 6.1 to cover all committees. - sections 6.4-6.6 provided the number of members for each committee. Removed committees not used, since ad hoc committees may be formed by resolution. Added a governance committee. Article vii - clarified the language. Article viii: - section 8.1 stated regular meetings shall be established by the board of directors with at least seven meetings each calendar year. - sections 8.4-8.6 and 8.8 clarified the language. - section 8.10 instituted "action in writing" to allow written or electronic communication for proposed actions. Article xi - added section 11.2 to allow for practicality of notice procedures. Article viii - implemented a 2/3 vote to amend the bylaws or revoke prior bylaws instead of majority vote.”

“The governing body reviews a draft of the 990 and approves it before filing with the internal revenue service.”

“All board members and employees have an obligation to: 1. Avoid conflicts of interest, 2. Disclose real and apparent conflicts of interest, and, 3. Refrain from participation in any decisions on matters that involve a real conflict of interest and in appearance. A conflict of interest is completed annually. A board member or employee who believes that he or she may be perceived as having a conflict of interest in a discussion or decision must disclose that conflict to the group making the decision. All real or apparent conflicts of interest shall be disclosed to the finance committee and the executive director of the agency. Forms are sent to the administrative assistant, reviewed and signed by the executive director. Disclosure is made to the fiscal department.”

“A standard review form is completed and performance of all staff is evaluated. Rate increases are given through a step system that recognizes longevity. Cost of living increases are set by the board. A comparison is conducted to other non profit organizations and the general area market every three years. Periodically an outside compensation study is performed to assure wages paid are comparable and reasonable. Semcac uses its wage scale to set compensation when new employees are hired, including executive director and fiscal director. The board reviews the executive director's performance and compensation each year.”

“The governing documents, conflict of interest policy, and financial statements are available to the public upon request for the same period of disclosure as set forth in section 6104(d). The audit report is also available on the organization's website.”