Aging Services of Minnesota

“The executive committee of the board is comprised of the officers of leadingage minnesota. The committee has the power to act on behalf of the board between meetings of the board, when, in the judgment of the committee, necessity requires action, subject to any prior directions and limitations imposed by the board. Actions of the executive committee are subject to review and approval of the board.”

“During 2015, the bylaws of leadingage minnesota were amended and restated to reflect changes to the organization's members and how the organization's board of directors are elected.”

“The association is comprised of two membership classes: 1) voting and 2) non-voting. Members may be organizations or natural persons. Members shall at all times meet the criteria for membership established by the board of directors of leadingage minnesota from time to time; the criteria may include different types of membership within each class, dues payment requirements, and other requirements determined to be in the best interests of leadingage minnesota. The board shall also establish the rights and privileges of each class and type of membership, which shall include voting rights, participation rights in leadingage minnesota activities, and other rights or privileges determined to be in the best interests of leadingage minnesota. In establishing the criteria for rights and privileges of members, the board shall be guided by principles including consistency with the philosophy, mission and purposes of leadingage minnesota; alignment with the values and core competencies of leadingage minnesota; and alignment with broader transformation of service delivery, particularly integrated service delivery. The board establishes the process for application for membership. Members are elected by the board at any meeting of the board. Applicants will become a member upon majority vote of the board and upon payment of dues.”

“Leadingage minnesota is governed by a board of directors consisting of three classes of directors: elected directors, appointed directors-at-large, and non-voting directors. A majority of all directors must represent not-for-profit voting members unless a greater number is required by the leadingage state association affiliation agreement. Elected directors are comprised of three types of directors, each of which has voting rights: five officers comprised of the chair, chair-elect, immediate past chair, secretary/treasurer, and the president/chief executive officer; seven district directors comprised of one director elected by each of the seven districts according to district procedures adopted by the board; and up to eleven elected directors-at-large elected by voting members. Officers of leadingage minnesota consist of a chair, chair-elect, immediate past chair, secretary/treasurer, and president. The chair, chair-elect, and secretary/treasurer are elected by voting members at the annual meeting. The president is the person concurrently serving as the chief executive officer of leadingage minnesota and serves at the pleasure of the board.”

“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 m.c.c.a., a related organization based on the determinations of the organization's executive committee. This process was last undertaken in 2015 for the president & ceo, g. Kvenvold. The association's other officers are compensated by m.c.c.a., a related organization for services rendered to the filing organization. Thus the association does not have a process for determining compensation. M.c.c.a. Provides all staffing and uses a combination of market basket and experience to determine compensation. This process was last undertaken in 2015 for the controller, j. Andersen and chief financial officer, d. Kierstead.”

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