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.”

“The board of directors shall consist of no fewer than five and no more than nine. The number of members of board of directors shall be such as may be designated from time to time by the board of directors. Directors shall be elected by the board of directors at each annual meeting. The loft, a minnesota nonprofit organization, the minnesota center for book arts, a minnesota nonprofit corporation, and milkweed editions, a minnesota nonprofit corporation, shall each be entitled to elect one director to the board of directors. The remaining directors shall, to the maximum extent feasible, represent such public and arts constituents as shall be served by the corporation.”

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

“Procedures a. 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. B. 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. C. 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.”

“Compensation for the general manager was determined and approved by the board of directors using appropriate comparability data and documented in meeting minutes in 2015. The organization does not have any other employees.”

“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.”