Minnesota Masonic Elder Services

“The executive committee shall include the chairman, the president/ceo, the chief financial officer, and the secretary. The executive committee shall have the authority of the board in the management of the business of this corporation in the interval between board meetings, and the executive committee shall at all times be subject to the control and direction of the board. The executive committee shall have such other duties as may be prescribed by the board from time to time.”

“The sole member of this corporation, with voting rights, is minnesota masonic charities, a minnesota nonprofit corporation.”

“The board of directors of the sole member, minnesota masonic charities shall elect all directors at its annual organizational meeting after consideration of a slate of nominees approved by the nominating committee. The grand master of the grand lodge of ancient free and accepted masons of minnesota may nominate one person for the consideration of the board of directors and the nominating committee.”

“The sole member, minnesota masonic charities shall have the right and power to approve any of the following, as proposed by the board, prior to the act or action taking effect or being implemented: (a) all amendments to the articles of incorporation and bylaws of this corporation; (b) all capital budgets of this corporation and all corporations, partnerships, and other legal entities directly or indirectly controlled by the corporation, and all major capital expenditures before funds are expended therefor (for these purposes a major capital expenditure shall be defined by minnesota masonic charities' bylaws then in effect); (c) all operating budgets of this corporation and all corporations, partnerships, and other legal entities directly or indirectly controlled by this corporation, before authorized expenditures may be made therefrom; (d) strategic plans of this corporation and all corporations, partnerships, and other legal entities directly or indirectly controlled by this corporation; (e) the incurring of any long term debt of this corporation and all corporations, partnerships, and other legal entities directly or indirectly controlled by this corporation, other than intra-system or refinancing debt; (f) all human resources and benefits policies of this corporation; (g) any major risk contracting agreements, which for these purposes means any contract which deals with capitation or similar risk bearing concept; (h) any merger, consolidation, or total or partial dissolution involving this corporation; (i) the number of directors of this corporation; and (j) any governance and action of the type set forth in subparagraph (a) and subparagraphs (f) through (i) above as proposed by the board of directors of any corporation, partnership or other legal entities directly controlled by this corporation as a member, shareholder or otherwise, to the extent that the governing documents of such corporation, partnership or other legal entities give this corporation or the board a right of approval over such governance action.”

“The 990 is reviewed by management and then provided to the entire board of directors for their review and approval before it is filed.”

“All staff, board of directors and professional services independent contractors are required to complete and submit a confidential disclosure statement to the ceo or chairman of the minnesota masonic charities board of directors by may 1 of each year. If any disclosure statement indicates the potential for a conflict of interest, the ceo and, if necessary, the chairman of the board will meet with the affected individual to resolve how the individual may participate in governance or management activities associated with the potential conflict of interest. Each staff person will voluntarily abstain from participation in any minnesota masonic charities activity in which a potential conflict of interest may arise.”

“The compensation of the president/ceo is reviewed annually by the compensation committee, comprised entirely of independent individuals, of the board of directors of minnesota masonic charities. A market analysis is completed by an independent consultant, along with a performance review. Any adjustments in compensation are approved by the board of directors of minnesota masonic charities. We have answered yes to line 15a because our board of directors and compensation committee are identical to those of minnesota masonic charities. The president/ceo annually reviews the compensation of the management staff. Any adjustments in compensation are within the parameters set by the board of directors.”

“The organization's governing documents, conflict of interest policy, and financial statements are not available to the public.”

“Maintenance contracts: program service expenses 318,897. Management and general expenses 0. Fundraising expenses 0. Total expenses 318,897. Consultants: program service expenses 784. Management and general expenses 0. Fundraising expenses 0. Total expenses 784. Other contract services: program service expenses 156,892. Management and general expenses 0. Fundraising expenses 0. Total expenses 156,892.”