Open Book

“The executive committee is comprised of the officers of the board: president; vice president; secretary; and treasurer. The executive committee shall act during intervals between the meetings of the board of directors. During such intervals and subject to the board's control and direction, the executive committee shall have and may exercise all of the authority and powers of the board of directors subject to such limitations as the board may impose from time to time. Unless specifically authorized by the board of directors by resolution approved by affirmative vote of a majority of the directors, the executive committee shall not have the authority and power to elect officers, to amend the articles of incorporation, to adopt a plan of merger or consolidation, to authorize the sale, lease or other disposition of any substantial portion of the assets of the corporation, to amend, modify, terminate, or accept the surrender of any occupancy agreement, to authorize a voluntary dissolution of the corporation or a revocation thereof, or to amend the bylaws.”

“Three resident nonprofit organizations: milkweed editions, inc., the loft literary center, inc., and the minnesota center for book arts are each entitled to elect one director to the board at the annual meeting.”

“The review and approval of form 990 will be an agenda item at the annual meeting of the board of directors in april. Each director shall have the opportunity to fully review and approve the form 990 prior to filing.”

“Prior to board or committee action on a contract or transaction involving a conflict of interest, a director or committee member having a conflict of interest and who is in attendance at the meeting shall disclose all facts material to the conflict of interest. Such disclosure shall be reflected in the minutes of the meeting. A director or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a conflict of interest shall disclose to the chair of the meeting all facts material to the conflict of interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting. Responsible persons who are not members of the board of directors of open book, or who have a conflict of interest with respect to a contract or transaction that is not the subject of board or committee action, shall disclose to the chair or the chair's designee any conflict of interest that such responsible person has with respect to a contract or transaction. Such disclosure shall be made as soon as the conflict of interest is known to the responsible person. The responsible person shall refrain from any action that may affect open book's participation in such contract or transaction. A "responsible person" is any person serving as an officer, employee or member of the board of directors of open book. In the event it is not entirely clear that a conflict of interest exists, the individual with the potential conflict shall disclose the circumstances to the chair or the chair's designee, who shall determine whether there exists a conflict of interest that is subject to this policy. Each new responsible person shall be required to review a copy of this policy and to acknowledge in writing that he or she has done so. Each responsible person shall annually complete a disclosure form identifying any relationships, positions or circumstances in which the responsible person is involved that he or she believes could contribute to a conflict of interest arising. Such relationships, positions or circumstances might include service as a director of or consultant to a nonprofit organization, or ownership of a business that might provide goods or services to open book. Any such information regarding business interests of a responsible person or a family member shall be treated as confidential and shall generally be made available only to the chair, the building manager, and any committee appointed to address conflicts of interest, except to the extent additional disclosure is necessary in connection with the implementation of this policy. This policy shall be reviewed annually by each member of the board of directors. Any changes to the policy shall be communicated immediately to all responsible persons.”

“Compensation for the general manager was determined and approved by board of directors using appropriate comparability data and documented in meeting minutes in 2013.”

“The organization's financial statements are made available to the public upon request in hard copy or electronic format. The organization's governing documents and conflict of interest policy are not made available to the public.”