Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 1 | THE EXECUTIVE COMMITTEE IS COMPRISED OF ANY DIRECTORS WHO ARE NOMINATED BY THE NOMINATING COMMITTEE AND ELECTED TO THE EXECUTIVE COMMITTEE BY THE BOARD OF DIRECTORS, AS WELL AS THE CHAIRPERSON, PAST CHAIRPERSON, VICE CHAIRPERSON, SECRETARY, TREASURER, PRESIDENT, AND, PROVIDED THAT SUCH PERSON IS A DIRECTOR OF THIS CORPORATION, THE CHAIRPERSON OF EACH STANDING COMMITTEE OF THIS CORPORATION AND OF THE FUNDRAISING COMMITTEE OF MINNESOTA PRIVATE COLLEGE FUND. THE EXECUTIVE COMMITTEE HAS THE AUTHORITY OF THE BOARD OF DIRECTORS IN THE MANAGEMENT OF THE BUSINESS OF THE CORPORATION IN THE INTERVAL BETWEEN MEETINGS OF THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE IS AT ALL TIMES SUBJECT TO THE CONTROL AND DIRECTION OF THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 2 | RELATIONSHIPS IN THE ORDINARY COURSE OF BUSINESS: SUSAN EICH SUBCONTRACTS WITH TUNHEIM PUBLIC RELATIONS FIRM WHICH HAS A CONTRACT WITH MCAD; MIKE LOVETT IS ADJUNCT FACULTY AT ST. THOMAS AND THE UNIVERSITY OF MN. |
| FORM 990, PART VI, SECTION A, LINE 4 | PRIOR TO BEING AMENDED, THE BYLAWS PROVIDED FOR ELECTION OF DIRECTORS AT OUR ANNUAL MEETING, AND AT OTHER TIMES ONLY THROUGH A MORE COMPLICATED SET OF RULES CONTAINED IN THE BYLAWS. THE AMENDMENTS THAT WERE ADOPTED PROVIDED INCREASED FLEXIBILITY TO ALLOW (1) THE BOARD TO ELECT DIRECTORS AT ANY MEETING OF THE BOARD OR EVEN BY WRITTEN ACTION IN THE ABSENCE OF A MEETING, AND (2) AND TO ELECT DIRECTORS WITHOUT (A)SPECIFYING THAT ANY PARTICULAR VACANCY IS BEING FILLED AND (B) WITHOUT FORMALLY SPECIFYING THAT THE TOTAL NUMBER OF DIRECTORS IS BEING INCREASED OR DECREASED BY ANY ACTION TO FILL OR NOT FILL A VACANCY. IN ADDITION, THE AMENDMENTS ADD LANGUAGE TO SECTION 5.7 TO CLARIFY THAT ONCE A QUORUM IS ESTABLISHED FOR ANY COMMITTEE MEETING, THE COMMITTEE MAY CONTINUE TO TRANSACT BUSINESS UNTIL THE MEETING IS ADJOURNED, EVEN IF THE WITHDRAWAL OF ONE OF MORE COMMITTEE MEMBERS LEAVES LESS THAN A SUFFICIENT NUMBER FOR QUORUM. THIS IS THE SAME RULE THAT ALREADY GOVERNED BOARD MEETINGS UNDER OUR BYLAWS. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE FOLLOWING PERSONS ARE EX-OFFICIO VOTING MEMBERS OF THE COUNCIL'S BOARD OF DIRECTORS: (1) THE PRESIDENT/CHIEF EXECUTIVE OFFICER OF THE COUNCIL AND (2) THE PRESIDENT OF EACH NON-VOTING MEMBER OF THE COUNCIL. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE AUDIT COMMITTEE OF THE BOARD PERFORMS A DETAILED REVIEW OF THE FORM 990 AT ITS FALL MEETING AND OFFICIALLY APPROVES IT FOR FILING. FOLLOWING THE AUDIT COMMITTEE'S APPROVAL, THE FORM 990 IS PROVIDED TO EVERY BOARD MEMBER AT LEAST TWO WEEKS PRIOR TO ITS FILING. THERE IS NO FORMAL BOARD ACTION ON THE IRS FORM 990 SUBMISSION UNLESS REQUESTED BY A MEMBER OF THE BOARD. |
| FORM 990, PART VI, SECTION B, LINE 12C | ALL BOARD MEMBERS AND SENIOR STAFF ARE ASKED ANNUALLY TO FILL OUT A CONFLICT OF INTEREST DISCLOSURE. PERSONS DISCLOSING A CONFLICT OF INTEREST MUST LEAVE THE GOVERNING BOARD OR COMMITTEE MEETING WHILE THE DETERMINATION OF CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE GOVERNING BOARD OR COMMITTEE MEETING REGARDING THE PROPOSED TRANSACTION OR ARRANGEMENT, BUT THEN MUST LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT INVOLVING POSSIBLE CONFLICT OF INTEREST. |
| FORM 990, PART VI, SECTION B, LINE 15A | THE EXECUTIVE COMPENSATION COMMITTEE, APPOINTED BY THE EXECUTIVE COMMITTEE, REVIEWS AND RECOMMENDS THE PRESIDENT'S COMPENSATION TO THE EXECUTIVE COMMITTEE. REVIEW INCLUDES MARKET DATA ANALYSES, INCLUDING RECENT OR PROPOSED MPCC MEMBER COLLEGE COMPENSATION ADJUSTMENTS, RELEVANT LABOR MARKET DATA, DATA FROM OTHER NON-PROFIT ORGANIZATIONS, AND THE NATIONAL ASSOCIATION OF INDEPENDENT COLLEGE AND UNIVERSITY STATE EXECUTIVES (NAICUSE) STATE EXECUTIVE SURVEY IN MAKING ANNUAL RECOMMENDATIONS FOR COMPENSATION ADJUSTMENTS. THE EXECUTIVE COMMITTEE APPROVES ANY CHANGES TO COMPENSATION. THE PRESIDENT'S COMPENSATION WAS LAST REVIEWED IN 2020 AND NO CHANGES TO COMPENSATION WERE MADE. CONTEMPORANEOUS DOCUMENTATION IS COMPRISED OF PERFORMANCE EVALUATION, THE COMPENSATION DATA DESCRIBED ABOVE, AND MINUTES OF THE EXECUTIVE COMPENSATION COMMITTEE. OTHER STAFF COMPENSATION IS DETERMINED BY THE PRESIDENT WITH THE BOARD ANNUALLY APPROVING A SALARY POOL INCREASE DURING THE ANNUAL BUDGETING PROCESS. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE COUNCIL WILL PROVIDE COPIES OF ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, FINANCIAL STATEMENTS AND FORM 990 TO THE PUBLIC UPON REQUEST. |
| FORM 990, PART XII, LINE 2C: | THE PROCESS FOR THE OVERSIGHT AND SELECTION FOR THE AUDIT OF THE FINANCIAL STATEMENTS DID NOT CHANGE. |
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