Model Cities Community Development Corporation

“The board of directors may, from time to time, create committees to perform specific and designated functions and delegate to such committee the power to carry out their responsibilities. Such action by the board of directors shall be by resolution, adopted by a majority of all of the directors. The board may also establish the procedures to be followed by any such committee, or it may delegate to the committee to establish such procedures. The executive committee is comprised of board officers and chairpersons of any committee comprised by the board. The executive committee is authorized to act on behalf of the board on items that require action prior to a board meeting.”

“The organization has two classes of membership: voting membership consists of those individuals that are members of the board of directors of model cities of st. Paul, inc. Non-voting membership consists of persons who are volunteers providing services for the organization including members of any committees.”

“The voting members of the organization elect the organization's board of directors.”

“Amendments to the organization's governing documents must be approved by a majority vote of the entire number of voting members.”

“The form 990 is emailed to the finance and audit committee upon receipt and after review by staff. The committee reviews and makes a recommendation for the treasurer to present to the full board. Prior to the board meeting the form 990 is e-mailed as part of the board packet. If applicable, questions are discussed at the board meeting and a resolution offered for a vote to adopt and the form 990 is then filed.”

“Governance policy gb-23 on ethical conduct states a conflict of interest policy shall contain standards and codes of conduct which ensure that board directors, board consultants, contractors, staff or volunteers are not in a position of conflict of interest or the appearance of conflict of interest and do not use the agency relationship for personal gain. A disclosure questionnaire is required of each individual covered by the policy annually and the form is reviewed by the ceo to determine who had or will have the potential to be involved in an activity that might be interpreted as a possible conflict of interest. No board member, staff person, consultant or volunteer shall have direct or indirect financial interest in the assets, leases, business transactions, or professional services of the agency, except as expressly defined in the by-laws. This does not preclude the board from recruiting and electing board members who are vendors or service providers of the agency. The policy goes on to say that no director shall be the blood relative of the first order to any agency staff person. Board members cannot receive honoraria for work on behalf of the agency, except as specified in the by-laws. Neither the board members, nor their family members, shall be entitled to preferential treatment for services. At any time when a conflict of interest exists, the board director, volunteer, or consultant is to disclose the relationship and cannot participate in any vote or decision taken with respect to such transactions or services. Similar rules apply to staff. Staff signs off on the employee handbook that states no employee can participate in the recruitment, interviewing, hiring, or supervision of a relative. No transfer of property or lending of money is allowed between the agency and board officers, directors or staff. All employees shall disclose any conflict of interest regarding his/her work, and shall refrain from engaging in activities which may be perceived as being a conflict of interest. All proceedings related to conflicts of interest are documented in the meeting minutes or as otherwise appropriate.”

“The organization relied on a related organization to determine compensation paid to officers. Model cities of st. Paul participates in a survey sponsored by the minnesota council of nonprofits. The final report is used as a tool by model cities in completing a wage compensation study for wages and benefits. This study is presented to the board for discussion and approval. The study includes information on current salaries, median salary ranges of similar positions in other non-profits and recommended salaries for the budget year. All officers and employees are compensated based on the results of the study. This process is done every two years and was last performed in 2019, for the year 2020, for the ceo and all other staff. The next wage study will be performed in 2021. The ceo is paid by the related organization, model cities of st. Paul, inc. A comparable wage study is performed to identify the agency's comparability with market wages and benefits with other similar non-profit agencies. Final wages are influenced by funds available. The wage study is presented to the board along with model cities pay ranges. The board determines the compensation for the ceo based on the study.”

“The organization includes its financial information in an annual report with distribution to approximately 1,000 recipients which includes funders, donors, organizations, public officials, and other interested parties. The organization also files the form 990 and financial audit with the minnesota attorney general's office where summary information is posted. The organization's governing documents and the conflict of interest policy are available upon request.”