Open Book

“The position of Open Book 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 MN 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 MN 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. Director or committee member who plans not to attend a meeting at which he or she has a 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 reflicted 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 Chairs 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 Books participation in such contract or transaction.”

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

“Form 990, Part VI, Section A, Line 1AThe Executive Committee is comprised of the Officers of the Board: President, Vice Prosident, 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 Boards 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 Articels of Incorporation, Form 990, Part VI, Section A, Line 1A - continuedto 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 process for oversight and selection of an independent accountant has not changed from the prior year.”

“Mission Statement (Part 1 Line 1)Open Book is a community gathering place dedicated to diverse and dynamic creativity, conversation, and collaboration rooted in the literary and book arts. Open Book provides a stable home for its three founding partner organizations, The Loft Literary Center, Milkweed Editions, and the Minnesota Center for Book Arts; as well as other creative businesses. Mission Statement (Part III Line 1)Open Book is a community gathering place dedicated to diverse and dynamic creativity, conversation, and collaboration rooted in the literary and book arts.”