Minnesota Technology Association

“Executive committee: the board of directors shall elect an executive committee consisting of the chair of the board, vice chair of the board, secretary, treasurer and not less than three other directors. The chair of the board shall serve as the chair of the executive committee. The immediate past chair and the president shall be ex-officio members. The governance committee shall make and report the nominations for members of the executive committee at the first meeting of the board following the annual meeting. The executive committee shall have and exercise the authority of the board in the management of the business of the organization. Any such executive committee shall act only in the interval between meetings of the board, and shall be subject at all times to the control and direction of the board. The executive committee shall, by majority vote, appoint the chairs of all committees of the board except itself, with the input and recommendations of the president. Such committee may meet at stated times or on notice to all given by any of their own number. Vacancies in the membership of the executive committee may be filled by the board of directors at a regular meeting or at a special meeting called for that purpose. Governance committee: the governance committee shall be a standing committee of the board and be comprised of members of the board who are elected by the board to serve thereon. The governance committee shall from time to time make recommendations to the board with suggestions it may have on the efficient and effective governance of the organization. The governance committee shall propose to the board nominees for officers, directors of the organization, and members of the executive committee in accordance with sections 3.3, 4.2, and 5.1 of the bylaws.”

“Members: the corporation shall have members. The board of directors may from time to time establish classes of membership. Currently, there are four categories of members: technology producers: examples include: manufacturing, software engineering, telecom, datacom, and consulting. Technology application users: examples include: sales and service organizations, financial institutions, utilities, and agricultural processors. Ancillary service firms: examples include: accounting, legal, real estate, and other professional advising entities nonprofits and public entities: examples include: economic development organizations, government agencies, and educational institutions”

“The form 990 is prepared by the organization's public accounting firm based on information provided by the organization. Once the draft is available, it is provided to management for their review with any comments or corrections being incorporated into the filing. The treasurer and executive committee then review the form 990 in conjunction with the organization's audited financial statements making comparisons for consistency and accuracy. A complete copy of the 990 is then provided to all members of the governing body before it is filed.”

“A conflict of interest questionnaire is given to the board annually and board members disclose any potential conflicts of interest that may arise during the year to the board chair or governance committee. Conflict determinations and restrictions on interested individuals are made on a case-by-case basis with all proceedings related to potential and actual conflicts documented in the meeting minutes. A conflict of interest occurs when a personal interest is in conflict with, or even appears to be in conflict with, the best interests of the organization. The conflict of interest policy covers all board members and employees of the organization. All possible conflicts of interest should be brought to the attention of the board chair or governance committee.”

“The board chair reviews and approves changes to the president/ceo salary and substantiation of the process conducted by the executive committee is signed by both the board chair and the president/ceo and retained by the organization. This process was most recently undertaken in 2021 for the president/ceo, jeff tollefson.”

“The form 990 and 990t are available upon request. The form 1023 is available upon request.”

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

“The process has not changed from the prior year.”