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 of its nominating subcommittee 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 corporation. 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 corporation. The governance committee shall have a subcommittee of it entitled the nominating subcommittee. The nominating subcommittee shall be comprised of the members of the governance committee and the then current officers of the corporation. The nominating subcommittee shall propose to the governance committee and through the governance committee to board nominees for officers, directors of the corporation, and members of the executive committee in accordance with sections 3.3, 4.2, and 5.1 of the bylaws.”

“The association has four classes of members: general members: high technology products and service creators (core businesses include: software, telecommunications, computer semiconductors/components, medical equipment, manufacturing/factory, instrumentation, and aerospace/defense). Technology application users: sales and service organizations (core businesses include: financial institutions, utilities, sales and service organizations, agricultural processors). Associate/professional services members: ancillary support services (core businesses include: accounting, legal, and other professional advising entities). Technology non-profit members: education institutions, public broadcasters, public entities and agencies, and other technology-based organizations.”

“The form 990 is reviewed in four steps prior to filing with the irs: (1) review and approval of the audit by the treasurer. (2) review and approval of the audit by the full executive committee. (3) review and approval of the form 990 by the full executive committee. (4) review of the form 990 by the full board.”

“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.”

“The board chair reviews and approves changes to the president/ceo salary and substantiation of the process conducted by a compensation committee is signed by both the board chair and the president/ceo and retained by the organization. This process was most recently undertaken in 2010 for the president/ceo, m. Anderson kelliher.”

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