Minnesota State Bar Association

“The executive committee, consisting of the four msba officers, may exercise the powers and functions of the board of governors between meetings of the board; however, it shall do so (i) only with respect to emergency matters, (ii) upon a finding be three members of the executive committee that action with reference to an important matter should be taken by the organization, and (iii) that such action cannot reasonably be taken by the board itself within the requisite time. The executive committee shall not unreasonably modify any action taken by the board or act in a manner inconsistent with an action of the board or assembly. Additional information is in the organization's bylaws.”

“The organization has regular members, retired members, emeritus members, and associate members. The organization's bylaws define the separate classes of membership and the rights, privileges, and responsibilities of each class.”

“The association's bylaws, which are posted on the organization's website, detail the association's structure, including the representation in the association's assembly, board of governors, sections, committees, and executive committee.”

“The form 990 is reviewed and approved by the audit committee and board of governors before it is filed.”

“Conflicts of interest are managed through the organization's chief executive officer and board of governors, as described in the written policy, which is posted on msba's website. The conflict of interest policies apply to the board of governors and staff in instances in which their impartiality or loyalty to the interests of the association or the public interest in a matter involving or pending before the association beecause of a personal interest, another office or position held by the officer, or the interests of a client, are in conflict. Any conflict of interest should be disclosed to the board of governors and the individual should recuse herself or himself from presiding on any consideration of the matter or from participating in any vote on the matter. Actions taken by the board of governors with respect to any disclosed conflicts of interest are documented within the meeting minutes.”

“The organization has a joint coordinating committee that determines and approves compensation and benefits for all employees. The committee uses compensation surveys to support its determination of executive compensation and benefits and records meeting minutes of their deliberation and decisions around executive compensation and benefits. The process described here was last completed in 2025.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available upon written request. The msba's governing documents, including its articles of incorporation, bylaws, and organizational structure are on msba's website.”