Hill Museum & Manuscript Library

“All members of the executive committee are members of the hill museum and manuscript library board of directors. The executive committee consists of the board chair, the vice chair, the chairpersons of the finance/audit, advancement and nominating/governance committees, at-large representatives, and the saint john's university appointed representative.”

“The chair of the board of trustees of saint john's university has the ability to appoint one director to the board of directors. The abbot of saint john's abbey shall also appoint one director.”

“Saint john's university is the sole member of the corporation and must approve any of the following actions taken by the board of directors: - sale, lease, or other disposition of the property or assets of the corporation which in the reasonable discretion of the member's board of trustees would be substantial enough to materially impair the corporation's mission; - merger, acquisition, or consolidation of the corporation with another organization, or a restructuring of the corporation that involves a change in control of the board of directors; - liquidation and dissolution of the corporation; - entering into an affiliation with another organization which in the reasonable discretion of the member's board of trustees would result in a substantial change to the corporation's relationship with saint john's university; - incurrence of debt by the corporation which, in the sole discretion of the member's executive committee, will or may negatively impact the credit rating of the member or otherwise affect the member's consolidated financial statements, with such approval authority vested in the member's executive committee; - amendments to sections of the bylaws or articles bearing on these rights; - distribution of assets upon dissolution of the corporation.”

“The form 990 will be provided to the board of directors electronically prior to being filed.”

“Annually, officers, directors, and key employees are requested to review and sign a 'conflict of interest policy' which includes a list of vendors with which the hill museum and manuscript library does business. If there are matters discussed at committee and/or board meetings, directors with conflicts related to the matter at hand recuse themselves.”

“The board of directors established an executive compensation subcommittee to review the executive director's compensation and establish benchmarks based on the minnesota nonprofit salary survey's information for executive director positions of organizations in the arts, culture, and humanities. Compensation for all positions is reviewed and, as needed, adjusted annually on the basis of market data for comparable positions.”

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

“Actuarial liability adjustment -353.”