Catholic Community Foundation of Minnesota

“The board of directors shall establish an executive committee of the board of directors. The executive committee shall be composed of the vice chairperson, the immediate past vice chairperson, the officers of the board of directors, and all of the chairs of the foundation's standing committees. One (1) or more other directors with voting rights appointed by the board of directors may also serve on the executive committee. The chairperson of the board of directors shall not be a member of the executive committee. When a member of the executive committee ceases to be a voting director, such person automatically shall cease to be a member of the executive committee of the board of directors. Except as otherwise limited by the board of directors from time to time, the executive committee shall have all the powers and authority of the board of directors of this foundation during the intervals between meetings of the board of directors, subject always to the direction and control of the board of directors. The executive committee shall hold such meetings as it deems necessary and minutes of such meetings shall be kept and made available to the board of directors at its next meeting. The affirmative vote of two-thirds (2/3) of the voting members of the executive committee shall be necessary for an act of the executive committee.”

“Maximum number of board members (30) was added. Classificiation of board members went from three to four and now includes non-voting directors. Non-voting and emeritus members will not count towards board quorum. President can be a non-voting director. Added language about delegating board responsibilities to employees as long as the board member was supervising. Removed restrictions in purpose related to assisting the catholic dioceses within the state of minnesota, opening up the ability to assist catholic dioceses in other states.”

“The form 990 was prepared by an independent accounting firm and reviewed by staff and the finance committee. After review, the finance committee recommended the form 990 for approval to the full board of directors. The board of directors approved the form 990 prior to filing with the irs.”

“Each individual covered by the organization's conflict of interest policy is required to complete an annual disclosure form identifying relationships, positions or circumstances they are involved in that might give rise to a conflict of interest. The policy is reviewed by the board of directors once every three years or more frequently if needed. Any changes in the policy will be communicated immediately to all responsible people. If an individual has a potential conflict, the relationship and material facts are disclosed to the board or committee for determination. Conflicted individuals may not participate in any discussion or vote on the transaction and are not counted for determining the presence of a quorum. All proceedings related to conflicts of interest are noted in the meeting minutes. Covered individuals that are not members of the board of directors or a committee thereof who have a potential conflict of interest with respect to a contract or transaction are required to disclose the conflict to the board chair or the chair's designee who will determine if a conflict exists. The conflicted individual is required to refrain from any action that may affect the organization's participation in the contract or transaction.”

“For the president of the organization, the executive committee determines compensation utilizing comparability data. This process is undertaken annually. This process was last undertaken during fiscal year 2022 for the current president, anne cullen miller. For other officers, the president of catholic community foundation reviews comparability data when determining compensation levels. All of the salary and benefit levels are approved within the budgetary process with the budget being approved by the board of directors. This process was last undertaken during fiscal year 2022 for staff as a part of the budgetary process.”

“The foundation's governing documents and conflict of interest policy are available upon request. The financial statements are available on the foundation's website.”

“Change in value of split-interest agreements -879,749. Net investment income from agency and beneficial endowments 25,365,526. Excess contributions over grants, beneficial endowments held for others -11,718,105.”