Ecumen

“The executive committee includes the chair, the president, the vice chair(s), the treasurer and the secretary. The executive committee has the authority of the board in the management of the business of the organization in the interval between board meetings, and the executive committee is at all times subject to the control and direction of the board. The executive committee has such other duties as may be prescribed by the board from time to time.”

“The members of the corporation consist of those individuals who are concurrently members of the members assembly, an electoral body that is elected, directly and indirectly, by the six minnesota synods of the evangelical lutheran church in america.”

“The members of the corporation elect all trustees after consideration of a slate of nominees approved by the nominating committee. The nominating committee consists of five members of the board of trustees.”

“The following actions of the board of trustees require approval from the members: 1. Amendments to the articles of incorporation 2. Amendments to the bylaws 3. Appointment of individuals to the board of trustees”

“The form 990 was reviewed by the ceo, then presented to the board of trustees for review and approval, then filed with the irs.”

“Ecumen's conflict of interest policy applies to all trustees, officers, managers and employees who can influence the actions of ecumen, including those who make purchasing decisions or who have proprietary information concerning ecumen. The conflict of interest policy is distributed to applicable parties annually and a signed conflict of interest disclosure statement is obtained. The policy states that it is the responsibility of the applicable party to disclose a potentially conflicting transaction before it is consummated and to continue to scrutinize their transactions and disclose potential conflicts immediately. The signed conflict of interest disclosure statements are monitored by an h.r. Generalist in the home office and by the vice president of human resources. The vice president of human resources notifies the ceo for disclosures involving employees, unless the employee is the ceo in which case the board chair is notified. The board chair notifies the board or the applicable committee of the board. Disclosures involving trustees are made to the board chair, unless the board chair has a conflict in which case the vice-chair is notified. The controls are specific to the potential area of conflict. For instance, if an employee provides daily work direction to a family member, all salary-related decisions for that family member would be assigned to another (non-related) person. During board discussions, the person with the conflict of interest is excluded from the discussion and approval for the conflicting transaction. Other specific restrictions may be imposed, depending on the conflict. A competitive bid or comparable valuation must exist. The board, or duly constituted committee, has determined that the transaction is in the best interest of the organization.”

“An independent outside consultant is used to make recommendations for the compensation of the president/ceo and vice presidents. The executive committee of the board of trustees reviews and approves compensation for the president/ceo. The president/ceo can approve the compensation for the other executive positions, but reviews her recommendations with the executive committee of the board of trustees prior to implementation. A complete review of the vice presidents was completed in 2021. The president/ceo review is completed annually and was last completed in 2021.”

“Ecumen's governing documents, financial statements and conflict of interest policy are available upon request.”

“Net asset transfer -2,685,000. Permanently restricted activity 250,202.”