Graywolf Press

“The executive committee is composed of the four officers of the board of directors. The executive committee may act during intervals between meetings of the board of directors, during which and subject to the board's control and direction, the committee shall have and may exercise all of the authority and powers of the board of directors subject to such limitations as the board may impose from time to time. Unless specifically authorized by the board of directors by resolution approved by the affirmative vote of a majority of the directors, the executive committee shall not have the authority and power to elect officers, to amend the articles of incorporation, to adopt a plan of merger or consolidation, to authorize the sale, encumbrance or disposition of all or substantially all of the property and assets of the corporation, to authorize a voluntary dissolution of the corporation or a revocation thereof, or to amend the bylaws.”

“The draft form 990 is reviewed in detail by the finance and operations committee. The board will be provided an electronic or paper copy of the final form 990, reflecting any changes made at the direction of the committee, along with the committee's recommendation that the board authorize its execution and filing on behalf of the organization. Before taking action on the committee's recommendation, the board will be afforded the opportunity to raise questions about the content of the form 990 with members of the committee and/or the firm's external auditors.”

“The organization's conflict of interest policy covers board directors, officers, and employees (responsible persons). Each responsible person shall annually complete a disclosure form identifying any relationships, positions, or circumstances in which the responsible person is involved that he or she believes could contribute to a conflict of interest arising. Annual disclosure forms and other disclosures made under the policy are reviewed by the executive director and board chair. Where a conflict is determined to exist, responsible persons are recused from potentially conflicted decisions in accordance with the policy. A responsible person having a conflict of interest with respect to a transaction shall disclose all material facts, shall recuse him/herself from participating in any discussion or vote, and shall refrain from any action that may affect the organization's participation in the transaction. This will be reflected in the minutes for the meeting. If it is unclear whether a conflict exists, the executive director or board chair will make a determination.”

“Actions affecting the compensation of the executive director are approved by the board of directors based upon the recommendation of the board chair and the chair of the board's finance and operations committee. These recommendations are based on, among other things, (1) the responsibilities and requirements of the executive director, as determined by the board of directors; (2) reference to the compensation of individuals in positions deemed comparable to that of the executive director, as found (for example) in the minnesota nonprofit survey; and (3) the performance of the organization under the executive director's leadership, in achieving the goals established in its strategic plan adopted by the board. The deliberations and decision of the board are undertaken in an executive session. The process was undertaken on november 26, 2024 to approve the current compensation of the executive director, c.smith. As part of the annual budget process, the executive director will recommend the compensation for each member of the staff which will be reviewed with the chair of the board of directors and the chair of the board's finance and operations committee. On the basis of this review, the board chair and the committee chair will recommend approval by the board of the aggregate amount budgeted for staff compensation for the relevant period. Outside the annual budgeting process, the executive director may approve compensation increases and offers of employment specifying compensation, for individual staff members upon prior consultation with the board chair and/or the committee chair. For longterm salary determination, guidelines are developed based on a specialist's survey of compensation paid by other not-for-profit organizations for comparable positions to assist in assessing the appropriateness of compensation for all staff positions contemplated by the budget. These guidelines are applied in all determinations about compensation. The most recent compensation review was performed for carmen smith on november 26, 2024, taking into account executive and organizational performance, as well as the comparison process described here that was last completed in november 2024, which established that graywolf's executive compensation was at the lower end of the industry average.”

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

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