Minnesota Chamber Foundation

“Minnesota chamber of commerce board appoints not less than three of fifteen individuals on the board of minnesota chamber foundation.”

“The board of directors has assigned the review process to the minnesota chamber of commerce finance committee. The finance committee holds a meeting to review the 990 and supporting schedules.”

“The purpose of the conflict of interest policy is to complement the bylaws of the organization and to prevent personal interest of staff members, board members and members of the finance committee from interfering with the performance of their duties to, or result in personal financial, professional or political gain on the part of such persons. Annually a conflict of interest statement is collected from all board directors and staff members. Full disclosure, by notice in writing, shall be made by the interested parties to the full board of directors of all conflicts of interest. Following full disclosure, the board of directors shall determine whether a conflict exists and, if so, the board shall vote to authorize or reject the transaction or take any other action deemed necessary to address the conflict. Votes shall by a majority vote without the presence or vote of any interested director, even if the disinterested directors are less than a quorum provided that at least one director is disinterested. An interested board member, officer, or staff member shall not participate in any discussion or debate of the board of directors, or of any committee or subcommittee thereof in which the subject of discussion is a contract, transaction, or situation in which there may be a perceived or actual conflict of interest. However, he or she may make a presentation at the board or committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The minutes of the meeting shall contain the names of the persons who disclosed or were otherwise found to have a conflict of interest, the nature of the conflict, any action taken to determine whether a conflict was present, and the board's decision as to whether a conflict in fact existed. The minutes shall also include the names of the persons who were present for discussions and votes relating to the transaction.”

“All paid staff are employees of the minnesota chamber of commerce, which uses the following procedure to compensate employees. Compensation of top management officials is determined by the compensation committee of the minnesota chamber of commerce, a related tax-exempt organization. Comparability studies are used in determining compensation and decisions are documented in meeting minutes. All compensation of foundation staff is reimbursed to the minnesota chamber of commerce, and reported as staff compensation in part ix, statement of functional expenses. This process was last completed in 2021.”

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