Minnesota Council on Foundations

“The council has an executive committee, consisting of three or more members of the board of directors, including the chair, vice-chair, secretary, and treasurer of the board of directors. The executive committee has the power and authority of the board of directors between meetings of the board, reporting to the board of directors at its succeeding meeting any action taken; provided, however, that the committee has no authority to fill vacancies in the board or to repeal the bylaws or any resolution of the board of directors that by its terms is not amendable or repealable.”

“The organization amended its bylaws in 2015 to update the procedures for removal of member.”

“Voting members include private foundations, private operating foundations, community foundations, business organizations or, a board division, tribe, public charity grantmaker and other grantmaking organizations which: (a) makes grants for charitable, religious, education, or scientific purposes; and, (b) makes grants to multiple, unrelated organizations rather than to one institution, or solely to its affiliates or subsidiaries or to a group of preselected recipients; and (c) devotes a portion of its charitable budget to its grantmaking program and activities rather than to fundraising. Only the member organizations described above shall be voting members, whose voting and other rights, interests and privileges shall be equal. All other members, such as associate members do not have voting rights and privileges.”

“The members of the council elect the directors by majority vote. In any election, or in any other business of an annual or special meeting of the members of the council, each voting member organization is represented, and entitled to vote by, an individual delegate. Members of the council do not participate in the management of the council but may recommend policy to the board of directors.”

“The members of the finance and administration committee will be presented the form 990 by the auditors (cliftonlarsonallen llp). Discussion/questions will ensue and the committee will vote on recommending to the board of directors that the form 990 be approved. Once approved by the committee, the auditors will present the form 990 to the board of directors. Further discussion and questions will ensue and a vote will be presented to the board for acceptance.”

“Members of the council's board and staff complete an annual conflict of interest disclosure form. A copy of the council's conflict of interest policy and procedures is available if requested. Declarations of conflicts of interest are a standard agenda item at each board meeting. Prior to board action on a contract or transaction involving a conflict of interest, a director who knows he or she has a conflict of interest and who is in attendance at the meeting shall disclose all facts material to the conflict of interest. Such disclosure shall be reflected in the minutes of the meeting. A director who does not plan to attend a meeting at which he or she has reason to believe that the board will act on a matter in which the person knows he or she has a conflict of interest shall disclose to the chair all facts material to the conflict of interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting. If the director having the conflict of interest is the chair, then the required disclosure shall be made to, and the required report to the board shall be made by, the president. Responsible persons who are not directors of the council, or who have a conflict of interest with respect to a contract or transaction that is not the subject of board action, shall disclose to the president or chair any conflict of interest that such responsible person knows he or she has with respect to such contract or transaction. Such disclosure shall be made as soon as the conflict of interest is known to the responsible person. The responsible person shall refrain from any action that may affect the council's participation in such contract or transaction. The president or chair shall determine whether the conflict of interest should be reported to or acted on by the board, and shall make a written record of the disclosure and the decision on whether to bring the matter to the board. If the matter does not require board consideration, the president or chair may address the matter. If it is not entirely clear whether or not a conflict of interest exists, then the individual with the potential conflict shall disclose the circumstances to the chair or president, who shall determine whether there exists a conflict of interest that is subject to this policy. The board shall review each conflict of interest that is reported to it, and may approve the affected contract or transaction if the material facts as to the contract or transaction and the conflict of interest are fully disclosed or known to the board and the board approves the contract or transaction in good faith by the affirmative vote (without counting the interested director) of a majority of the board at a meeting at which there is a quorum present, again without counting the interested director.”

“The council strives to achieve fair, transparent and effective ways of recognizing, motivating and rewarding staff for contributions to achieving its mission. Mcf uses a compensation system that determines the current market value of the position based on the skills, knowledge and behaviors required of a fully competent incumbent. The system used is objective and non-discriminatory in theory, application and practice. The board of directors is responsible for the review and approval of the position level, pay range, and the specific compensation package for the president. Mcf conducts a salary review, periodically, that compares similar organizations including nonprofits, organizations of similar size and those in the twin cities metro area, or region, as appropriate for the level of position and as available. The process was last performed in 2015 for president, trista harris.”

“The council's governing documents, conflict of interest policy and financial statements are available upon request.”