| Return Reference | Explanation |
|---|---|
| Form 990, Part VI, Section A, line 1a | From our January 2019 bylaws - The four Officers (President, Vice-President, Secretary and Treasurer) plus the immediate Past President plus the Ex-Officio Executive Director (non-voting committee member) shall compose the Executive Committee. The Executive Committee shall act only in the interval between the meetings of the Board of Directors, and shall at times be subject to the control and discretion of the Board. To the extent determined by the Board, and as permitted by law, The Executive Committee shall have the authority of the Board of Directors in the management of the business of the corporation. The Board may authorize the Executive Committee (excluding the Executive Director) to (i) arrange for the periodic evaluation of the Executive Director's performance by the Board; (ii) determine the compensation to be paid to the Executive Director; (iii) review and approve the executive compensation plan and periodically review executive compensation (including total compensation, base salaries, annual incentives, deferred compensation, special benefits and the executive perquisites) and any employment agreements for the Executive Director; (iv) recommend to the Board any substantial changes to compensation policies and pension plans; and (v) arrange for periodic review by the Board of the succession plan for the office of the Executive Director. |
| Form 990, Part VI, Section A, line 6 | The Society recognizes four classes of active membership; Regular, Affiliate, Local-Only, and Student Members. |
| Form 990, Part VI, Section A, line 7a | Regular members may vote to elect directors and change bylaws; bylaws changes require a quorum of directors for a passing board vote. |
| Form 990, Part VI, Section A, line 7b | Bylaw amendments require approval by the Board and adoption by a majority vote of the regular members. |
| Form 990, Part VI, Section B, line 11b | The Form 990 is developed by the Executive Director and the bookkeeper, reviewed initially by the Treasurer, and then sent to the entire Board of Directors for final review. |
| Form 990, Part VI, Section B, line 12c | Compliance is monitored by self-reporting for all board members, officers and the Executive Director. Directors are responsible for promptly making full disclosures of any conflict of interest to the qualified directors of the board (directors with no conflict of interest with regards to the transaction or situation). Qualified directors then discuss the conflict of interest and, depending on the nature of the conflict of interest, vote on continuing with the transaction. Directors subject to a conflict of interest shall not be permitted to be present or to participate in the deliberations or vote of the qualified directors with respect to such conflict of interest. Proceedings are documented in the meeting minutes. |
| Form 990, Part VI, Section B, line 15 | The Executive Committee meets annually to determine salary increase and bonus pool for all staff, and reviews current ED comp against market, using data from sources such as Associations North and the Minnesota Council of Nonprofits. The process described here was last completed in 2022. |
| Form 990, Part VI, Section C, line 19 | The Society's governing documents, conflict of interest policy and financial statements are made available upon request. |
| FORM 990, PART XII, LINE 1 | The Society uses a modified cash method of accounting. Entries are made on a cash basis, however, the organization will record unpaid invoices in accounts receivable, accrue prepaid expenses and deferred revenue. |
| FORM 990, PART XII, LINE 2C | THE BOARD OF DIRECTORS HAVE BEEN CHARGED WITH OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AND SELECTION OF AN INDEPENDENT ACCOUNTANT. THIS PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. |
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