Minnesota State Fair Foundation

“Per our bylaws: "executive committee. The board of directors shall elect not less than four of its members to serve as an executive committee which shall have and exercise the authority of the board in the management of the business of the foundation except that the executive committee shall not have the authority to amend the articles of incorporation or bylaws of the foundation or to elect or remove directors or any of the officers whose positions are named in section 3.1. The executive committee shall at all times be subject to the control and direction of the board." per our policies and procedures: "the foundation board delegates to the executive committee the responsibility to hire, manage and, if necessary, dismiss the executive director. The executive committee of the foundation board will annually conduct a performance appraisal and compensation review for the executive director (review), either on the employment anniversary or a change in position. As part of the annual performance appraisal, the executive committee should seek input from all members of the foundation board regarding the executive director's performance."”

“Prior to filing with the irs, the audit committee chair and board treasurer review the complete 990 and then the 990 public inspection copy is reviewed by the foundation's audit committee. Once completed and ready for filing, the 990 is approved to all members of the board and thne is filed by our external audit firm.”

“The foundation's conflict of interest policy covers board members, board committee members, and key staff members. Each covered individual will annually sign a form affirming that the individual has received a copy of the conflict of interest policy, has read and understood the policy, and has agreed to comply with the policy. Covered members have the duty to disclose any actual or possible conflicts of interest, or lack thereof, to the board or committee. After disclosure of the potential conflict including all material facts, and after any discussion with the interested individual, he/she will recuse themselves from the meeting while the determination of a conflict of interest is discussed, determined by the remaining board or committee members and voted upon. The minutes of board or committee meetings document the names of the individuals with the potential conflict, material facts, actions taken to determine if a conflict was present, the board or committee's decision on the transaction, and the names of independent individuals present for the determination and vote.”

“The performance review and compensation package for the executive director is determined by the executive committee of the board either on the employment anniversary or a change in position. Compensation is based on a market review and is consistent with the state fair pay scales. For other staff, the state fair has employment classification ranges and documentation of review meetings. We also review the mcn salary survey. The process described here was last completed in 2025.”

“The foundation makes its financial statements available to the public either in person at the foundation offices or through a link on the website, www.msffoundation.org.”