Knute Nelson Foundation

“The Executive Committee shall include the Chair, Vice-Chair, President, Treasurer, Secretary and such other individuals, if any, as may be appointed by the board from time to time. The Executive Committee shall have the authority of the board in the management of the business of this corporation in the interval between board meetings, and the Executive Committee shall at all times be subject to the control and direction of the board. The Executive Committee shall have such other duties as may be prescribed by the board from time to time.”

“Mark Anderson, Marnie Gugisberg, Katie Perry, Emily Geris and Carol Kraft have a business relationship.”

“The bylaws were amended for a change in member, beneficiary organizations and activities requiring member approval. The Articles were amended to change the name, member and beneficiary organizations.”

“Prior to July 1, 2024, the sole member of the organization is Knute Nelson, a related organization. After July 1, 2024, the sole member of the organizaion shall be Vivie.”

“Prior to July 1, 2024, the organization's Board of Directors are elected by the Board of Directors of Knute Nelson, a related organization. After July 1, 2024, the organization's Board of Directors are elected by the member, Vivie.”

“Prior to July 1, 2024, the amendment or restatement to the Articles of Incorporation that alters the purposes of the corporation as identified in the Articles of Incorporation or the ability of the corporation to carry out those purposes must be approved by majority vote of the Knute Nelson Board of Directors. After July 1, 2024, the following actions require member approval: a. Merger or consolidation of the Corporation into or with any other qualified foreign or domestic nonprofit corporation other than an entity related to or affiliated with the Corporation; b. Voluntary dissolution of the Corporation; c. The sale, lease, exchange, or other disposition of all or substantially all of the Corporation's property or assets; d. A substantial change to the mission of the Corporation or the present or now intended nature of the Corporation's operations; e. Amendment of the Articles of Incorporation or these Bylaws; and f. Removal of a director pursuant to Section 3.06 of these Bylaws.”

“The return is reviewed initially by the CFO/SVP and President/CEO. The Finance & Audit committee of Vivie, the parent entity will review and approve for filing. A copy will be made avaialble to the Board of Directors”

“Each officer, director, and key employee is required to fill out a conflict of interest form annually. The form is reviewed initially by the President of the Board of Directors and the President/CEO for potential conflicts. If a conflict exists, it is reviewed by the Board of Directors. Any person with a conflict is restricted from voting on related matters.”

“The Board of Vivie determines the compensation of the President/CEO based on comparability data. The President/CEO is reviewed annually by the Executive Board which then reports back to the full Board of Directors. The decision is noted in the board minutes. The President/CEO determines the compensation of other officers based on comparability data and presents this information to the Executive Board of the Board of Directors. This process takes place on an annual basis.”

“The organization's governing documents, conflict of interest policy and financial statements are available upon request.”

“Transfer from Walker Methodist Foundation 3,344,311.”