True North Goodwill Northern Minnesota and Northwestern Wiscons

“The organization made the following significant changes to its bylaws which were approved by the board on february 28, 2019: 1. There was a change in titles; throughout the document the organization has replaced executive director with president and ceo, president with chair, vice president with vice chair, and past president with past chair, as approved previously by the board. 2. The organization added the following section to article 6 of the bylaws regarding responsibilities of the board of directors: section 4. Responsibilities the responsibilities of the board of directors shall include, but not be limited to, the list below. A. Determine the organization's mission and purpose. Create the mission statement, and review and revise it periodically for accuracy and validity. Understand and fully support this mission. Join with the staff in determining governing policies and procedures to guide the organization. Make the policy decisions for management to implement. B. Select the president and ceo. Support the president and ceo, and evaluate his or her performance. Ensure that the president and ceo has the moral and professional support he or she needs to further the goals of the organization. Annually evaluate the performance and compensation of the president and ceo. C. Commit to the organization and participate in the proceedings of the board through regular attendance and conscientious personal preparation for meetings. Participate on at least one committee and assume committee chair responsibilities as requested. Volunteer sufficient time and resources to help achieve the mission. D. Avoid activities that place you, your interests, or your own financial gains in conflict with the good of the organization. Review the corporation's conflict of interest policy annually, complete an annual statement of compliance, and disclose any new conflict that arises at the next meeting of the board of directors. Conflicts of interest shall be addressed and considered in accordance with the minnesota statute section 317a.255 or a subsequent governing statute. E. Direct strategic planning by focusing on mission, vision, values, opportunities, and community needs. Participate in an overall planning process and assist in implementing the plan. F. Determine and monitor the organization's programs, services, and their effectiveness. G. Advocate for clients and services by letting lawmakers, corporations, foundations, and communities know where we stand on issues that affect the well being of all of our stakeholders. Enhance the organization's public image.”

“There is an internal review of form 990, and then it is presented to the board of directors for approval before it is filed.”

“Business relationships should not exist between goodwill and its board of directors, officers of the board, key staff members or members of the immediate families of any of the foregoing. If business relationships do exist, they must be fully disclosed and the board member, officer of the board or key staff member cannot gain any unfair advantage because of this business relationship. Goodwill's articles of incorporation and bylaws further address the issue of conflict of interest: articles of incorporation article iii. Contracts; other transactions & dissolution states: "a contract or other transaction between this corporation and one or more of its members, or between this corporation and any other corporation, firm or association in which one or more of its members are stockholders or interested parties shall not be void or voidable if there is full disclosure of the interest of the member and the member gains no unfair advantage because of their member status and one of the following occur: 1) at a meeting of the board of directors authorizing or ratifying a contract or transaction, there is a quorum of directors not so interested, and the contract or other transaction is approved by a majority of such quorum; or, 2) the contract or other transaction is ratified at an annual or special meeting of members. This corporation shall not lend any of its assets to any member or guarantee to any person the payment of a loan by any member of this corporation." board members sign a form acknowledging agreement with goodwill's conflict of interest policy and identify any possible areas of conflict.”

“The board of directors do not receive any compensation. The board/board personnel committee sets the compensation for the ceo and president. They review data of compensation packages for the ceo position of all other goodwills of similar size (available annually from the national goodwill office). They review performance as related to the job description and progress on goals set for the year. The persons making the compensation decision are independent from the compensation being set. The ceo and president determines compensation changes for all department managers. She has access to similar data from national goodwill and the mn council of nonprofits.”

“The governing documents, conflict of interest policy, and financial statements are available upon request for the same period of disclosure as set forth in section 6104(d).”