Aging Services of Minnesota

“Voting members - available to licensed not-for-profit nursing homes and not-for-profit board and care homes in the state of minnesota and all housing for elderly not licensed as a nursing home or board and care home in the state of minnesota, which meet the established requirements of the organization. In addition, the president/ceo has the right to vote as a member, but does not exercise this right. Association members - available to organizations and individuals interested in the mission and purposes of the organization, but not eligible for voting membership. An associate member is entitled to the same privileges of membership as a voting member, including the right to serve on committees, but may not vote, hold office or be a director. Sponsoring membership - available to organizations and individuals doing business with the organization or its members. A sponsoring member is entitled to the same privileges of membership as a voting member including the right to serve on committees, but may not vote, hold office or be a director. Honorary membership - persons of distinction who may be elected to honorary membership of the organization by the active institutional membership following nomination by the board of directors. Honorary members pay no dues, and may participate in meetings without the power to vote. They may attend institutes and other functions of the organization without payment or registration fees.”

“Voting members elect the officers and directors-at-large on the board of directors.”

“A draft copy of the form 990 is provided to the executive committee. The executive committee reviews the draft form 990, addressing any comments or concerns, and then makes a recommendation to the board of directors for approval. Upon approval of the draft form 990 by the board of directors, the form 990 is filed with the irs.”

“The association's conflict of interest policy covers members of the board of directors, officers, and key employees who each have an affirmative obligation to act at all times in the best interests of the association. Each covered official has a fiduciary duty to conduct himself or herself without conflict to the interests of the organization. When acting within his or her capacity as a covered official, he or she must subordinate personal, business, third-party, and other interests to the welfare and best interests of the organization. Disclosure. The board of directors recognizes that conflicts of interest are not uncommon, and that not all conflicts of interest are necessarily harmful to the association. However, the board requires full disclosure of all actual and potential conflicts of interest. Each covered official shall disclose any and all facts that may be construed as a conflict of interest, both through an annual disclosure process and whenever such actual or potential conflict occurs. Process and remedy. The board of directors will determine whether or not a conflict of interest exists, and whether or not such conflict materially and adversely affects the interests of the association. A covered official whose potential conflict is under review may not debate, vote, or otherwise participate in such determination. If the board of directors determines that an actual or potential conflict of interest does exist, the board shall also determine an appropriate remedy. Such remedy may include, for example, the recusal of the conflicted covered official from participating in certain matters pending before the board or other organization body. All proceedings related to conflicts of interest are documented in the meeting minutes. Annual disclosure process. On an annual basis, each member of the board of directors shall be provided with a copy of the conflict of interest policy, and shall complete and sign the acknowledgement and disclosure form.”

“The association's executive committee is charged with evaluating the performance of the president & ceo. The chair, after consultation with other committee members, shall conduct a performance appraisal with the president & ceo. Recommendations on changes in salary, benefits, and employment status pertaining to the president shall be reported to the board of directors for ratification. The president & ceo is compensated by minnesota continuum of care association, a related organization based on the determinations of the organization's executive committee. This process was last undertaken in 2013 for the president & ceo, g. Kvenvold. The association's other officers are compensated by minnesota continuum of care association, a related organization for services rendered to the filing organization. Thus the association does not have a process for determining compensation. Minnesota continuum of care association provides all staffing and uses a combination of market basket and experience to determine compensation. This process was last undertaken in 2013 for the controller, j. Andersen.”

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