Center for Ethical Business Cultures

“The executive committee is comprised of the chair, vice-chair and three members of the board of directors designated by the academic partner. The president/ceo shall attend and participate at all meetings of the executive committee without the right to vote. The executive committee shall have the power of the board of directors to manage and govern the property, business, and affairs of the corporation, including: - establishing an annual operating budget. - appointing/removing members to serve as the officers, except for the chair and vice-chair. - determining compensation to be paid to the president/ceo. - appointing a firm of certified public accountants to serve as external auditors. - scheduling annual audits. - overseeing compliance to applicable laws and regulations.”

“The organization passed the resolution to dissolve on january 11, 2019. The remaining cash balance was used to pay for outstanding accounts payable and winding down expenses. Transactions did not exceed $10,000. There were no remaining assets to distribute to another 501(c)(3) after dissolution.”

“The center's members consists of individuals, corporations, partnership, or other organized entities that have an interest in promoting ethical business cultures, paid the annual membership dues, and have been accepted for membership by the board of directors, the chair of the board directors, or the president and chief executive officer of this corporation; and (b) the center's academic partner - the university of st. Thomas (minnesota).”

“The center's members elect the organizations board of directors from a slate of nominees selected by the board of directors and approve its officers who serve on the center's executive committee.”

“Members have voting rights with respect to the election of individuals to the center's board of directors and the approval of any amendments to the articles of incorporation or bylaws that delete or substantially alter the members right to vote for directors.”

“The form 990 is prepared by the center's public accounting firm based on information provided by the organization. Once a draft of the form 990 is available, it is provided to the president and treasurer for review. Any changes are incorporated into the return and it is then filed with the irs. The board was dibanded in fy19, so they will be unable to review.”

“On an annual basis, the center requires that all members of the center's board of directors complete a conflict of interest disclosure form. Information is analyzed by the center and disclosed to the center's executive committee of the board of directors and then to the full board of directors. In addition, the center's bylaws require for directors to fully disclose throughout the year any contract or other transaction between the center and director prior to approval of such contract or transaction, and the interested director may not be counted in determining the present of a quorum and may not vote. It was determined the center would end as its own 501c3 and roll into the university of st thomas. Board convened to approve this action. Annual conflicts of interest were not signed before the board disbanded.”

“The university of st. Thomas (ust) serves as the center for ethical organizations (center) fiscal agent and the center's staff are leased employees from the university. The center utilizes ust's human resources systems, policies and practices which includes how compensation is determined. The process includes reviews of other organizations and compensation studies. Bill brendel's compensation was determined by the university of st. Thomas. Ust supervisors determines individual raises after performance reviews. This process last occured in december, 2017.”

“The center makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”