Arts Midwest

“The Executive Committee of the Board of Directors shall consist of the four principal officers of the Corporation and the Executive Director of Arts Midwest (non-voting, ex-officio). In addition, the Immediate Past Chair of the Board of Directors shall remain on the Executive Committee for a period of one (1) year following the appointment of a new Chair. After the period of one year, the Immediate Past Chair shall rotate off the Executive Committee and his or her seat may be filled by an additional Board member, appointed by the Chair, who shall serve in an at-large capacity.The Executive Committee shall have the authority delegated by the Board of Directors to act on behalf of the Board or implement directives of the Board. The Executive Committee shall keep regular minutes and e-mail copies thereof promptly after each meeting to all members of the Board. The Executive Committee shall report its actions and proceedings to the Board at each meeting thereof.”

“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 conflicts 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 2023. 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.”