Hadc Ridgeway

“Due to the lean administrative structure of Housing Alternatives Development Company (HADC) and the lack of executive administrative staff below the level of President, it is necessary for board members to provide executive-level administrative services to HADC in addition to their governance services as board members. Board members provide executive services in three primary areas: governmental relations and finance, project development, and project operations. Expected responsibilities have been developed outlining the duties of the board members in each of these areas. Each of the board members is responsible for one service area. Because such duties go significantly beyond typical expectations of governance responsibilities of directors, it is appropriate to compensate the directors for the performance of such services. Annually, or as often as the board determines that changes in compensation are warranted, the board shall appoint an independent committee consisting of at least two (2) members to determine appropriate compensation for such board member executive services. The members of the committee shall be individuals who have no business or family relationship with or financial interest in HADC. The members of the committee shall not be compensated for their service on the committee, but, rather, shall serve as volunteers.”

“HADC Ridgeway retains the services of Housing Alternatives Development Company (HADC) as the manager of the project with responsibilities for managing, operating, maintaining, servicing and leasing of the project. HADC also has the responsibility for providing congregate care and assisted living services to the residents of the project.”

“The sole member of the Corporation is Housing Alternatives Development Company, a Minnesota nonprofit corporation. The member shall be entitled to vote and shall have such other rights as are provided in these Articles or the Bylaws of the Corporation, in addition to all of the other rights provided to members with voting rights by the Minnesota Nonprofit Corporation Act.”

“At the annual meeting the Board of Directors shall be elected by the member.”

“The bylaws may be amended or repealed only by the affirmative action of the member.”

“No committees are currently acting on behalf of the full governing board.”

“Upon receipt of the draft 990, the Organization will provide a copy to all board members for review prior to filing with the IRS.”

“The Organization annually re-adopts a conflict of interest policy. Any perceived conflict of interest on the part of a Board Member shall be disclosed to the Board of Directors prior to the Board's decision on the issue to which the perceived conflict relates. When such a disclosure has been made and acknowledged, and the Board has concurred that a conflict of interest exists, the Board Member involved shall abstain from voting on the issue. The Board Member shall refrain from participating in the discussion other than to provide factual information about the applicant organization or vendor in question. Any abstentions from voting will be recorded in the Minutes of the meeting.”

“The compensation of the organization's President is provided by Housing Alternatives Development Company (HADC), a related entity. he Board of Directors of HADC shall serve as the Compensation Committee with respect to non-board member executive compensation or the Board of Directors may delegate this responsibility to the Compensation Committee that considers board member executive compensation. The committee shall commission, on a periodic basis but in no event less often than every two years, a review by an independent consulting firm to evaluate the organization's executive compensation program against the competitive market and is intended to ensure that the compensation program falls within a reasonable range of competitive practices for comparable positions among similarly situated organizations. The committee shall determine the relevant market data for such executives by obtaining reliable and comparable data on a periodic basis from published surveys of both exempt and for-profit organizations, focusing on data from comparably organized institutions with similarly sized assets, budgets and employee count. While HADC focuses on comparable nonprofit organizations to benchmark compensation for its executives, it also understands that the market for executive talent may be broader than this group, and market information from other market segments and areas may be used as a supplement. The committee may also consider the availability of similar services in HADC's geographic area and any actual written offers from similar organizations competing for the services of the executive. Compensation determinations may be flexible so that compensation can be above or below the median based on experience, performance, and business need to attract and retain specific talent. Following the review and consideration of the above-described information, the Committee shall approve, for selected key executives, base salaries. The committee shall prepare written minutes of its meeting and decisions, which shall include: 1) the terms of the compensation approved and the date it was approved, 2) the members of the committee who were present during the discussion of the compensation arrangement that was approved and those who voted for it, 3) the comparability data obtained and relied upon by the committee and how it was obtained, 4) any actions taken with respect to the consideration of the compensation arrangement by anyone who had a conflict of interest with regard to the compensation arrangement, and 5) minutes to reflect if the committee determined that reasonable compensation is higher or lower than the range of comparability data obtained. The minutes must be prepared before the later of the next HADC board meeting or 60 days after final action. The committee shall review and approve the minutes as being reasonable, accurate, and complete within a reasonable time after its meeting. This process was last undertaken November 14, 2012.”

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

“Officer and Directors Average Hours per Week: The hours listed for each officer and director reflect the total hours devoted to Housing Alternatives Development Corporation (HADC) and Affiliates. Those Affiliates include HADC Services, LLC, HADC Ridgeway, and HADC Cloquet, LLC. The hours devoted to each organization varies throughout the year.”