Hawthorn Foundation

“The executive director and administrative staff are employed by the missouri chamber of commerce. Hawthorn reimburses the chamber for the employees' compensation.”

“On February 23, 2023, the Hawthorn Foundation Board of Directors approved revised bylaws. A summary of those changes follows: -We added language clarifying that the corporation is organized and shall be operated as a business league, within the meaning of Section 501(c)(6) of the Internal Revenue Code. -It was clarified that Directors are not elected but rather designated by a person or entity which contributes a threshold amount to the Corporation. We removed the maximum number of Directors who may serve (it was 65). -Number of Directors required for a quorum was changed from 50% to 33% -Language was removed that stated that entities or individuals who contribute at least $10,000 are Directors, and that those who contribute at least $50,000 shall be appointed to the Board of Governors. Membership levels shall be determined by the Executive Committee annually. -The Honorary Member category was removed. Ex-Officio and Emeritus members shall be elected by a majority vote (as opposed to 2/3)-The number of members who may serve on a subcommittee was adjusted, and those committees are no longer required to keep official minutes but shall regularly report to the Executive Committee. -The bylaws may be altered by a majority vote (as opposed to 2/3)”

“Members who may be nominated for election to the board of directors are defined as those members who contribute at least $10,000 ($20,000 of in-kind goods and services), friend and economic development contribute at least $1,000, associate are those who contribute at least $5,000, sustaining board members contribute at least $20,000, and board of governors members contribute at least $50,000 to the foundation.”

“Board members elect an executive committee which governs the foundation on a regular basis.”

“Approval of meeting minutes, financials, new members, board members, sustaining board members and board of governor's members.”

“Our independent auditors provide this document, which is then reviewed by accounting, the executive director, the treasurer and chair before submitting.”

“The board must sign a code of ethics policy at every annual board meeting.”

“A meeting of the executive committee based on the offering by the chair. A vote is taken to approve any offers or adjustments. With regard to other employees, compensation levels are offered to the executive committee by the executive director and again will be subject to vote.”

“The executive committee serves as the compensation committee and determines the salary and benefits for the employees provided through a contract with a third party.”

“Required documents are posted on website and on guidestar.”

“There is an audit committee chaired by the treasurer of the foundation.”