Evangelical Luthern Church in America

“The board of trustees may act through an executive committee or such other committees as may be specified in resolutions adopted by the board of trustees. The executive committee shall include the president of the foundation as a voting member. The executive committee shall always include at least one trustee who is also a member of the board of directors of the beneficiary organization. The committees of the board of trustees shall include executive, investment, leadership giving development, congregational partnership & regional development, and such other committees as established by the board of trustees. The chairs and members of each committee shall be appointed by the chair of the board. Each committee shall have the duties and responsibilities imposed on it from time to time by the board of directors, and shall at all times be subject to the direction of the board of trustees. The committees of the board of trustees shall include investment, nominations, donor relations and marketing, and such other committees as established by the board of trustees. The chairs and members of each committee shall be appointed by the chair of the board.”

“The sole member of the foundation is lutheran social service of minnesota.”

“The foundation's board of trustees is composed of at least seven and no more than twenty one individual trustees, of whom at least one-third are members of a lutheran congregation and one of whom is the chief executive officer of lutheran social service who serves without limitation of terms. And at least two shall be members of the board of directors of the beneficiary organization.”

“The foundation's bylaws may be amended by the board of trustees, as provided by law, subject to the power of the sole member as provided by law, to adopt, amend, or repeal bylaws adopted, amended, or repealed by the board of trustees. No amendment to these bylaws that relates to the affiliation requirements of the evangelical lutheran church in america shall be effective until approval has been received from the sole member. Any amendment which relates to the requirements for affiliation with the evangelical lutheran church in america must be reported to the members of the foundation.”

“The public inspection form 990 is reviewed in detail by the foundation's management and is provided to each board trustee for their review and feedback prior to filing with the irs.”

“No member of the board of trustees shall be employed by the organization nor shall they hold any direct or indirect financial interest in the assets, leases, business transactions or professional services of the organization. Exceptions to this policy may be made by the board of trustees pursuant to the following requirements: (1) should any member of the board of trustees or any individual who serves on a committee of the board be involved in any way, directly or indirectly, in a business or financial transaction pertaining to the organization, that person shall make known such involvement to the board by providing full disclosure of all information relevant to that involvement; (2) upon notice by the individual of a business or financial transaction pertaining to the organization, the executive committee shall consider such involvement and make an appropriate decision pertaining thereto; and (3) the board or committee member shall not participate in any way with respect to the decision as to such matters nor shall that person participate in any vote taken with respect to such transaction. Lutheran social service foundation holds the reasonable expectation that trustees, officers and the organization will, at all times, be guided by honesty, good sense and high ethical standards. The organization expects trustees and officers to have a duty of loyalty to the organization and to avoid any conflict of interest, as outlined below, between their personal interests and the interests of the organization: (1) trustees and officers may not use their position to make a personal profit or gain other personal advantages; (2) should any director of officer be involved in any way, directly or indirectly, in a business or financial transaction pertaining to the organization, that person shall make known such involvement to management by providing full disclosure of all information relevant to that involvement; (3) officers are required by the board of trustees to annually complete a conflict of interest disclosure statement which will be maintained in the personnel files; (4) if a member of the senior management team has or potentially has some involvement in a matter/action that may be a conflict of interest, that individual will exclude themselves from the review and determination process of the matter.”

“The filing organization does not set the compensation of the ceo or other officers. The compensation is set by the compensation committee of the lutheran social service of minnesota board of directors, which documents their deliberations and decision process. In their deliberations, the committee uses comparability data provided by a third party organization.”

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

“Change in value of split interest agreements 1,309.”