Walker Methodist Foundation

“The executive committee consists of the board chair, vice chair, president/ceo, immediate past chair, secretary, treasurer, and two other current board members. The executive committee may exercise all of the powers of the board during intervals between meetings of the board of directors, except that the executive commitee may not take action with respect to acquisition, disposition, financing or refinancing of real property, with respect to the employment of a president/ceo, or with respect to amendment of the articles of incorporation or bylaws; provided that in any such action, the executive committee shall not contravene any action or policy adopted by the board of directors.”

“Walker senior services, inc., a related entity, was engaged to manage the entity's operations. Responsibilities included supervision of the organization's daily operating activities and staff, ensuring regulatory compliance, and preparation of the annual budgets for the governing body's approval.”

“The members of the board of directors of walker methodist (a/k/a "walker methodist of minnesota" or "wmi of minnesota"), a nonprofit corporation, are the members of walker methodist foundation.”

“The board of directors, with the exception of the president/ceo and walker methodist board chair, shall be elected by the affirmative vote of a majority of the members at each annual meeting.”

“The following actions, once approved by the board of directors of the organization, must be approved by the vote of a majority of the members: a) amendment of the bylaws of the organization. B) election or replacement of a member of the board of directors of the corporation. C) purchase or sale of a facility owned by the organization. D) creation or refinancing of any debt or other obligation of the corporation in excess of $1,000,000. E) approval of annual operating and capital budgets for any facility owned by the organization with total projected revenues exceeding $500,000 in any given year. In addtion to the above, the following actions must be approved by an affirmative vote of 75% of the members: a) merger, dissolvement, or consolidation into or with any other qualified foreign or domestic nonprofit corporation, or sell, lease, exchange or otherwise dispose of all or substantially all of its property and assets. B) removal of board of directors. C) amendment to the articles of incorporation.”

“The management of the organization reviewed the form 990 in detail, which was then forwared to the board of directors for review prior to filing with the irs.”

“The organization does require members of the board of directors and senior management to complete a conflict of interest disclosure form annually. The organization's chief executive officer and board chair review and monitor the conflict of interest disclosures. If an individual has a conflict, the individual is not allowed to participate in discussions or vote on the issue.”

“Upon request, walker methodist foundation's governing documents, conflict of interest policy and financial statements may be reviewed at the organization's offices.”