Graywolf Press

“The executive committee is comprised 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. Before board or committee action on a contract or transaction involving a conflict of interest, a director or committee member having a conflict of interest and who is in attendance at the meeting shall disclose all facts material to the conflict of interest. Such disclosure is documented in the minutes of the meeting. A person who has a conflict of interest shall not participate in or be permitted to hear the board's or committee's discussion and determination of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting. A person who has a conflict of interest with respect to a contractor or transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. The person having a conflict of interest may not vote on the contract or transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person's ineligibility to vote is documented in the minutes of the meeting. Responsible persons who are not members of the board of directors of the organization, or who have a conflict of interest with respect to a contract or transaction that is not the subject of board or committee action, shall disclose to the chief executive or to the board chair or the chair's designee, any conflict of interest that such responsible person has with respect to a contract or transaction. Such disclosure shall be made as soon as the conflict of interest is known to the responsible person. The responsible person shall refrain from any action that may affect the organization's participation in such contract or transaction. In the event it is not entirely clear that a conflict of interest exists, the individual with the potential conflict shall disclose the circumstances to the chief executive or board chair or the chair's designee, who shall determine whether there exists a conflict of interest that is subject to the organization's conflict of interest policy.”

“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 a minuted executive session. The process was undertaken in 2015 to approve the current compensation of the executive director, f. Mccrae. 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. In 2013, guidelines were 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 2015 budget. These guidelines are applied in all determinations about compensation.”

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