Alexandria Technical & Community College Foundation

“The executive committee consists of the president of the board, vice president of the board, treasurer and secretary of the board, and executive director of the foundation as an ad hoc member. The president may appoint ad hoc members as deemed necessary. The executive committee is a standing committee and meet as is necessary, to conduct the normal business of the foundation, to advise, instruct, and assist college officials regarding current procedure, and to consider matters of policy for referral to the board of directors.”

“Two members of the board of directors, erin berns and shannon berns, are siblings.”

“The board treasurer, finance committee and executive director will review the form 990 independently before filing.”

“A person shall be deemed to be an 'interested person' if the person is a member, director, officer, key employee, or member of a committee of the foundation. Any interested person who is interested in a matter, contract, transaction or other action present to the membership, the board or a committee for action, authorization, approval, or ratification shall (unless his or her interest therein is obvious from the matter, contract, transaction, or other action itself), without request, make a prompt, full, and frank disclosure of his or her interest therein to the membership, the board or the committee, prior to action upon the matter, contract, transaction or other action. The disclosure (if required) shall include all material facts about the matter, contract, or transaction. The interested person shall then remove him/herself from the meeting room or from the communication means by which the meeting is being held. The foundation shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be deemed to exist. If the foundation to which the disclosure is made determines that a conflict exists or can reasonably be deemed to exist, that fact shall be noted in the minutes of the meeting at which the matter, contract, or transaction is considered or acted upon, and the interested person shall not vote on, nor use his or her personal influence on, nor participate further (other than to present factual information or to respond to questions) in, the discussion or deliberations with respect to the matter, contract, transaction or other action. The interested person shall not be counted in determining the presence of a quorum at any meeting where the matter, contract, transaction, or other action is considered or acted upon. The foundation shall exercise due diligence, including when appropriate, investigation of alternatives to the proposed matter, contract, transaction, or other action. A matter, contract, transaction, or other action wherein a conflict of interest exists or is deemed to exist with respect to one or more members of the foundation voting on the matter, contract, transaction, or other action may be approved by the foundation if it determines that it is in the best interests of the foundation for its benefit and is fair and reasonable to the foundation and with respect to matters, contracts, transactions or other action presented to the board or one of its committees, shall be approved by a majority of the foundation. The minutes of the meeting of the foundation voting on the matter shall reflect the disclosure made, the vote on the existence of a conflict, and, where applicable, the interested person's abstention from voting and participation, the names of other participants in the meeting, a record of the discussion at the meeting, a record of votes taken at the meeting, and whether a quorum was present. If the foundation has reasonable cause to believe that an interested person has failed to disclose actual or potential conflicts of interest, it shall inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose. If the foundation voting on the matter determines that the interested person has failed to disclose an actual or potential conflict of interest, the foundation shall take appropriate corrective action.”

“The executive director is employed by the college and her salary is determined by the college, following guidelines set by the minnesota state colleges and universities system. This was last done in 2019. The executive director and the board president determined compensation for other employees. Information was gathered to compare similar positions/titles/duties from other foundations and hr resources. This was last done in 2016.”

“Public may request to view documents during regular business hours at the foundation's place of business.”

“The organization did not change the oversight process from the prior year.”