Winona Senior Services Inc.

“The Executive Committee has the authority to act on behalf of the governing board in between board meetings. The Executive Committee consists of the Board Chair, the chair of each Standing Committee, the President/CEO of the organization. A standing governance committee was formed in late 2017 to oversee board accountability and engagement. The committee began meeting on a regular basis during FY 2018.”

“The following individuals have business relationships: Scott Biesanz with Ken Mogren and Greg Evans Hugh Miller with Todd Paulson Matt Broghammer with Nicholas Modjeski The CEO, CFO and some of the board members of the Organization are compensated by a related organization. The board of the Organization and related organizations have 100% overlap, therefore the officers and board members have a business relationship with each other.”

“The sole member of the Organization is Winona Health Services.”

“The sole member has authority to elect all at-large directors to the Corporation's Board of Directors and remove them, with or without cause. The sole member also has the right to appoint the Chair and the President/CEO of the Corporation, and remove them, with or without cause, subject to any contract rights that may apply.”

“The following decisions of the Board of Directors are subject to approval by the sole member: (A) Approving the amendment of the Articles of Incorporation of the Corporation and Bylaws. (B) Approving all mission and/or vision statements and all strategic or long-term plans of the Corporation. (C) Approving the creation or acquisition of any and all subsidiaries or controlled affiliates; any mergers or consolidations; any permanent or long-term affiliations; and all joint ventures of the Corporation involving capital investments in excess of one hundred thousand dollars ($100,000). (D) Approving the sale or encumbrance of all or substantially all the assets of the Corporation and all long-term debt in excess of one hundred thousand dollars ($100,000). (E) Approving the Corporation's annual operating and capital budgets and any material amendments thereto or deviations there from. (F) Approving the dissolution of the Corporation or any partial or complete liquidation of its assets.”

“The return is reviewed initially by the CFO and CEO. It is then reviewed by the Executive Committee before it is filed. In addition, the Form 990 is available to the full governing board prior to filing with the IRS.”

“The conflict of interest policy applies to all senior leaders, directors, officers, and board committee members. The policy is signed annually and reviewed by the CEO for conflicts. Any conflicts are brought to the Board for discussion. If a board member has a potential conflict, they must abstain from voting.”

“The CEO and CFO are compensated by a related organization. The Executive Committee has a process in place for determining compensation for the CEO and CFO based on results of a compensation study, approval and documentation by the Board/committee members and the use of independent consulting every 3 years. The Board reviews compensation for these individuals annually.”

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

“Repairs and Maintenance: Program service expenses 26,652. Management and general expenses 0. Fundraising expenses 0. Total expenses 26,652. Contracted Services: Program service expenses 927,921. Management and general expenses 16,200. Fundraising expenses 0. Total expenses 944,121. Purchased Services: Program service expenses 1,697,576. Management and general expenses 15,000. Fundraising expenses 0. Total expenses 1,712,576.”