Minnesota Comeback

“The chair, the co-chair, and the treasurer, and such other persons, if any, elected by the board of directors by resolution shall constitute the executive committee of the board of directors of the corporation. A majority of members of the executive committee shall be directors. The executive committee shall act only during intervals between meetings of the board of directors and shall at all times be subject to such control and direction, the executive committee shall have and may exercise all of the authority and powers of the board of directors in the management of the affairs of the corporation, subject to such limitations as the board of directors may impose. The executive committee shall keep regular minutes of its proceedings and report the same to the board of directors.”

“The organization amended its bylaws to reflect the following change: the board of directors of the corporation shall be composed of not fewer than three (3) nor more than fifteen (15) members, as determined from time to time by the board of directors of the corporation. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office.”

“The form 990 is prepared by an independent accounting firm and is reviewed and approved by the board of directors prior to filing with the irs.”

“The conflict of interest policy is furnished to each officer, director, or committee member who is presently serving the organization or who may become associated with the organization. This policy shall be called to the attention of the board of directors at least annually at a regular meeting, and recorded in the minutes of such meeting. It is the policy of minnesota comeback that all officers, directors, and committee members scrupulously avoid any conflict between their own respective individual interest and the interests of the organization in any and all actions taken by them on behalf of the organization in their representative capacities. This is of particular importance because a number of officers, directors, and committee members may be individual funders or representatives of organizations that are significant funders of the organization. Minnesota comeback may enter into a transaction involving a conflict of interest if any of the following are true: fairness and reasonableness: the contract or transaction was fair and reasonable to the organization. Whether a contract or transaction is fair and reasonable to the organization will be determined by looking to the time the contract or transaction was authorized, approved or ratified. The party asserting the validity of the contract or transaction has the burden of establishing the contract or transaction's fairness and reasonableness to the organization. Disclosure of material facts to the board: the material facts about both the contract or transaction and a director's interest in the contract or transaction are either fully disclosed or known to the board or a committee. In such cases, the contract or transaction must be authorized, ratified, or approved in good faith by the majority of the board or committee. The vote of any interested director does not count for purpose of determining what constitutes a majority vote, and the presence of any interested director at a meeting at which such a vote is taken does not count in determining the presence of a quorum.”

“The board reviewed and approved the initial compensation package for the executive director using comparable data for other similar organizations. This process last took place in 2015 and was documented in the board meeting minutes. The board met in executive session during the june 20, 2017, board meeting to review the executive director's performance and discussed the compensation before the co-chairs signed the updated compensation letter.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”