The Sheridan Story

“Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have the power to transact all regular business of the Organization during the period between meetings of the Board of Directors, subject to any prior limitation or direction imposed by the Board of Directors.”

“During the 2018-2019 fiscal year, the Board approved the following Bylaw changes: (i) Bylaw 3.7.1 revised so that there are four Officers of the Board: a Chair, Secretary, Treasurer, and either a Vice Chair or a Past Chair. (ii) Bylaw 4.2 revised so that the Executive Committee shall consist of the Officers and the Executive Director.”

“The 990 is reviewed by management and the Finance Committee and then is provided to all board members for acceptance prior to filing.”

“The Organization monitored compliance with the conflict of interest policy by reviewing, contemporaneously, all potential conflicts of interest at governance meetings and staff daily activities and applying the policy to address any actual conflicts of interest that are identified. As Section 6.2 of this policy states, staff conflicts of interest are disclosed to the Executive Director, "(or if she or he is the one with the conflict, then to the Board Chair), who shall bring the matter to the attention of the Board. Disclosure involving directors should be made to the Board Chair, (or if she or he is the one with the conflict, then to the Board Treasurer) who shall bring these matters to the board. Section 6.3 continues "the board shall determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to The Sheridan Story." As Section 2 of this policy states, this policy applies not only to directors and officers, but to all employees who can influence the actions of The Sheridan Story. For example, this would include all who make purchasing decisions, all persons who might be described as 'management personnel, and anyone who has proprietary information concerning The Sheridan Story." In practice, the policy applies to all members of the Board of Directors and typically applies to staff that are manager level and above. Restrictions imposed on a person with a conflict are identified in Section 6.1 - include fully disclosing the conflict of interest and is excluded from the discussion and approval of such transaction.”

“Salary data is obtained from the Minnesota Council of Nonprofits' Minnesota salary and benefits survey. Salary data is compared with averages based on both organization's size and sector. Data is then evaluated against salary quartiles while considering Executive Director's experience. The last time this process was undertaken was July 2017.”

“The Bylaws and Conflict of Interest policy are available upon request. The financial statements and Articles of Incorporation are available on the Organization's website or upon request.”

“The process has not changed from the prior year.”