Minnesota Masonic Charities Holding Corp

“Minnesota masonic elder services provides management services, including executive management, to its related minnesota masonic charities organizations.”

“The sole member of this corporation, with voting rights, is minnesota masonic charities, a minnesota nonprofit corporation.”

“The board of directors of the sole member, minnesota masonic charities shall elect all directors at its annual organizational meeting after consideration of a slate of nominees approved by the nominating committee. The grand master of the grand lodge of ancient free and accepted masons of minnesota may nominate one person for the consideration of the board of directors and the nominating committee.”

“The sole member, minnesota masonic charities shall have the right and power to approve any of the following, as proposed by the board, prior to the act or action taking effect or being implemented: (a) all amendments to the articles of incorporation and bylaws of this corporation; (b) all capital budgets of this corporation and all corporations, partnerships, and other legal entities directly or indirectly controlled by the corporation, and all major capital expenditures before funds are expended therefor (for these purposes a major capital expenditure shall be defined by minnesota masonic charities' bylaws then in effect); (c) all operating budgets of this corporation and all corporations, partnerships, and other legal entities directly or indirectly controlled by this corporation, before authorized expenditures may be made therefrom; (d) strategic plans of this corporation and all corporations, partnerships, and other legal entities directly or indirectly controlled by this corporation; (e) the incurring of any long term debt of this corporation and all corporations, partnerships, and other legal entities directly or indirectly controlled by this corporation, other than intra-system or refinancing debt; (f) all human resources and benefits policies of this corporation; (g) any major risk contracting agreements, which for these purposes means any contract which deals with capitation or similar risk bearing concept; (h) any merger, consolidation, or total or partial dissolution involving this corporation; (i) the number of directors of this corporation; and (j) any governance and action of the type set forth in subparagraph (a) and subparagraphs (f) through (i) above as proposed by the board of directors of any corporation, partnership or other legal entities directly controlled by this corporation as a member, shareholder or otherwise, to the extent that the governing documents of such corporation, partnership or other legal entities give this corporation or the board a right of approval over such governance action.”

“The 990 was reviewed by management and was provided to the entire board of directors for their review and approval before it was filed.”

“The board of directors are required to complete and submit a confidential disclosure statement to the ceo or chairman of the minnesota masonic charities board of directors by may 1 of each year. If any disclosure statement indicates the potential for a conflict of interest, the ceo and, if necessary, the chairman of the board will meet with the affected individual to resolve how the individual may participate in governance or management activities associated with the potential conflict of interest. Each staff person will voluntarily abstain from participation in any minnesota masonic charities activity in which a potential conflict of interest may arise.”

“The organization's governing documents, conflict of interest policy, and financial statements are not available to the public.”

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