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 organization entered into an agreement with the loft, related party, to provide some of the management services performed by joe skifter after his departure during the year. These duties included authority to sign maintenance contracts and approving payments below $2,500, however did not include items such as signing checks or acting at the level of an officer. All management functions were performed by the executive director and board.”

“The board of directors shall consist of a minimum of nine and a maximum of eleven board members consisting of 5 community members, 3 founding partner representatives, and the leaders of the 3 founding partner organizations: the loft, a minnesota nonprofit organization, the minnesota center for book arts, a minnesota nonprofit organization, and milkweed editions, a minnesota nonprofit organization. The remaining five directors shall be community members and, to the maximum extent feasible, represent such public and arts constituents as shall be served by the corporation. The position of open book board chair will be filled by a community member to be elected at the annual board meeting. The leaders of the three resident nonprofit associations: milkweed editions, inc., the loft literary center, and the minnesota center for book arts will rotate annually as the chair of the operations, external relations, and finance committees.”

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

“Review and approval of the form 990 is an agenda item on the first board meeting following the completion of the independent review/audit. Each director shall have an 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 is recommended by the executive director chairing the operations committee for the year and then approved by the open book board. The organization does not have any other employees. This process last occurred in 2020. Open book has contracted general management services and acted without a staff member since september 2020.”

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

“Due to the covid-19 pandemic, open book was closed to the public. The building will remain closed through august 2021. There has been extremely limited use of the building by the founding partner/tenants and their constituencies.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”