Rochester Area Foundation

“The executive committee is made up of the officers of the board of directors. The president of the rochester area foundation serves as an ex-officio member. During the intervals between meetings of the board of directors, the executive committee shall exercise all powers of the board of directors in the management and direction of the business and conduct the affairs of the foundation. No policy or action adopted or taken by the executive committee shall continue effective unless approved at the next meeting of the board of directors.”

“Rsm provides a draft of the form 990 to the finance officer. The finance officer, president and treasurer review the drafts and make any necessary changes. Revised copies are then presented to the full board of trustees for review, and a vote to approve is taken after the trustees have reviewed the returns. The review and approval take place prior to filing with the irs.”

“Rochester area foundation's conflict of interest policy applies to all persons holding positions of responsibility and trust on behalf of the foundation, including but not limited to members of the board of trustees, members of board committees who are not members of the board, volunteer committee members, members of the boards of supporting organizations to the foundation, representatives of fiscally sponsored projects, and members of the foundation staff (hereinafter "members"). This policy shall be provided to each member at the time that he or she is asked to serve the foundation. In conducting the affairs of the foundation, duality or conflict of interest shall be presumed when a person to whom this policy applies or a member of his/her immediate family serves as a trustee, officer, staff member or holder of more than 10% of corporate stock of an affected organization or firm; has a formal affiliation or interest in an affected organization or firm; or could expect financial gain or loss from a particular decision. Before a staff, board or volunteer committee member begins his or her service with the foundation, he or she shall file with the president of the foundation a list of his or her principal business activities, as well as involvement with other charitable and business organizations, vendors or business interests, or with any other associations that might produce a conflict of interest. All members will be required to submit the disclosure statement on an annual basis. In addition to the disclosure required by the previous paragraph, each member is under an obligation to the foundation, to his or her fellow staff or volunteers, and to the community served by the foundation to inform the foundation of any position he or she holds or of any business or vocational activity that may result in a possible conflict of interest or bias for or against a particular grantee, action, or policy, at the time such grant, action, or policy is under consideration by the board or any volunteer committee of the foundation. Any duality or possible conflict of interest on the part of any member shall be disclosed to the chair of the board (in the case of volunteers) or the president (in the case of staff members) and made a matter of record as soon as the issue in question is raised and a possible conflict is known. When the board, committee, or staff is to decide upon an issue about which a member has an unavoidable conflict of interest, that member shall physically absent herself or himself without comment from not only the vote, but also from the deliberation, unless directly requested by the chair of the board or relevant committee to provide factual information or answer factual questions that may assist the board or committee in making a wise decision. In no case shall that member vote on such matter or attempt to exert personal influence in connection therewith. Disclosure and abstention shall be recorded in the minutes of the meeting(s) at which the issue is discussed and decided. In any situation not specifically covered by the previous sections of this policy, members shall consider carefully any potential conflict of their personal interests with the interests of the foundation and refrain from any action that might be perceived as an actual or apparent conflict of interest. The chair of the board shall be responsible for the application and interpretation of these policies as they relate to board members, volunteer committee members, or the president.”

“The compensation of the president of rochester area foundation is determined by the executive committee of the board of directors using comparability data from the council of foundations. The executive committee surveys trustees and staff each year and combines that with organizational performance to complete a performance evaluation of the president. The results of the performance evaluation are used to determine any compensation adjustment that is recommended by the executive committee and reviewed and approved by the full board of trustees. The compensation of the organization's officers and key employees is determined by the president of rochester area foundation using comparability data from the minnesota council of foundations and other salary studies. Compensation reviews were done in september and october 2024. Compensation adjustments were made, and memos were given to staff at the end of 2024. Compensation adjustments were effective at the beginning of 2025.”

“Governing documents, conflict of interest policy and/or financial statements may be obtained by the public on the organization's website or upon request for the same period of disclosure as set forth in section 6104(d).”

“All payroll is processed, and employment taxes are reported under a common paymaster, rochester area foundation (ein: 41-6017740). A portion of compensation is charged to first homes properties, a related organization, and is reported as paid by a related organization, on form 990, part vii.”

“Change in value of split interest 75,010.”

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