Arts Midwest Incorporated

“The Executive Committee shall be a permanent committee with the authority delegated by the Board of Directors to implement directives of the Board of Directors and act on behalf of the Board of Directors between meetings or with respect to matters that require immediate action. The Executive Committee shall serve as the personnel committee for any matters or grievances arising from members of the Board of Directors or the employees or agents of the organization that cannot be addressed by the President & CEO. The Executive Committee shall consist of the officers, the chairs of each of the permanent committees and the President & CEO of Arts Midwest. The President & CEO shall serve as an ex-officio non-voting member of the Executive Committee. The Chair shall preside at all meetings of the Executive Committee. In the absence of the Chair or inability of the Chair to act, the Vice Chair shall perform all duties of the Chair. The Executive Committee shall hold at least two meetings each year at such time and place as may be determined by the Chair. The Executive Committee shall report on its actions and meetings to the Board of Directors at each meeting of the Board of Directors.”

“The members of the organization are non-voting and consist of those interested in the goals and purposes of the corporation. Membership is attained upon application.”

“The Finance Committee and management team conducted a detailed review of the Form 990 and supplemental schedules. Following this review, the draft was distributed to the full Board. Filing of this return was approved by the Board during its fall meeting.”

“Each director, officer, key employee, and member of a committee with Board delegated powers shall complete and sign a conflict of interest policy annual statement at the time of his or her initial election or appointment and annually thereafter. An interested person may make a presentation at the Board or committee meeting regarding the proposed transaction or arrangement, but after such presentation, the interested person shall leave the meeting during the discussion of, and the vote on, the proposed transaction or arrangement that results in the conflict of interest. Additionally, the Chairperson of the Board (or committee) shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the Board (or committee) shall determine whether the organization can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under the circumstances that would not give rise to a conflict of interest, the Board (or committee) shall determine by a majority vote of the disinterested directors (or committee members), whether the transaction or arrangement is in the organization's best interest and for its own benefit and whether the transaction is fair and reasonable to the organization and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. Detailed minutes of Board or committee meetings are maintained to document all such situations.”

“The Executive Committee sets compensation for the President & CEO. For the purpose of setting the President & CEO's compensation, the Executive Committee shall be made up entirely of individuals who do not have a conflict of interest with respect to the Compensation Arrangement. The Executive Committee obtains and relies upon appropriate data as to comparability prior to making its determination regarding the compensation of the President & CEO. Appropriate comparability data includes compensation levels paid by organizations of similar size and complexity nationally, regionally and locally, and current compensation surveys. Detailed documents are maintained of all deliberations and decisions. The process of determining the compensation of the President & CEO last included review and approval by independent persons, comparability data and contemporaneous substantiation in 2025. The Executive Committee delegates to the President & CEO the authority to set compensation for other executives.”

“The organization does not make its governing documents or conflict of interest policy available to the public. The organization's financial statements are made available to the public through the Minnesota Attorney General's office.”