Armatage Neighborhood Association Code of Conduct

(The Code of Conduct is a work in process. The lack of a reference to particular conduct should not be construed as indicating ANA’s acceptance of such conduct.)

As a neighborhood organization, ANA strives to be as welcoming and inclusive as possible for all members, and to represent ourselves well to those living outside of our borders. In particular, the public conduct of those visibly associated with ANA (Board, staff, volunteers) can positively or negatively reflect on ANA, impacting our reputation and the good will needed to thrive.

ANA formally functions as a nonprofit while also being situated within a larger City of Minneapolis structure that provides funding for neighborhoods. Each status demands that ANA operates with consistently high ethical standards and maintains positive and respectful relationships, internally and publicly. When operating as intended, ANA necessarily exercises the democratic expression of its neighborhood membership and makes decisions in regard to policy and allocation of funding. While differences of opinions, values, or broad political outlook are inevitable within a membership such as ANA’s that is defined solely by geography, the welcomed expression of diverse viewpoints should actively be encouraged as that typically provides the most productive means for informed decision-making and ideal democratic inclusiveness. However, it is critical that ANA members – and in particular those most visibly associated – do not in their own public expression1 denigrate or make unwelcome any other participant.

Accordingly, the following is prohibited by ANA:

1) Violence or threat of violence.

2) Sexual harassment, as defined by the City of Minneapolis for its own workforce.

3) Personal or implied threat against another, directly or through harassment, intimidation, or retaliation, whether specified or made implicit through tone, manner, or content.

4) Comments denigrating to, or harassing of, identified groups, such as those recognized by the Minneapolis Civil Rights ordinance or which violate Minneapolis’ anti-discrimination policies.

5) Disparaging comments about one or more individuals in or associated with ANA, or connected to ANA through organizational activity or relationships.

6) Activity not in accordance with federal, state, or local law, or in violation of ANA’s bylaws or purposes and values, or which causes harm to ANA’s reputation or function.

For the purposes of 5), naming individuals with whom there is disagreement is permitted so long as there is good faith effort to state the disagreed-with person’s views fairly and without personal attack, animus, or shaming. While organizing opposition to another ANA member’s role or views is consistent with a democratic body, under no circumstances should such opposition be done in a manner which divulges personal contact information and/or directly or indirectly encourages or incites personal harassment.

1) Public expression includes, but is not limited to, the tone, manner, or content of statements made: at a AA event or meeting; at a public event; to media; via electronic communication that is not private.

Approved June 21, 2022

I. Purpose

This policy provides an overview of the Organization’s requirements for internal and external periodic review of the fiscal health of the organization.

The Board of Directors must execute the fiduciary duties (duty of care; the duty of loyalty; and, the duty of obedience) to the nonprofit corporation in all aspects of its governance. The Board has all the powers given by state law which are necessary and appropriate for governing the Corporation. This includes an affirmative duty to ensure the fiscal health of the Organization and compliance with state and federal laws that apply to nonprofits.

II. Audits

An audit reviews an organization’s financial transactions and management decisions made within a specific period of time, usually the organization’s fiscal year, to determine:

• • If an organization’s financial statements fairly represent the financial position of the organization.
  • If the organization is complying with applicable legal requirements and, in some instances, restrictions imposed by funders (for example, the City of Minneapolis).
  • Whether the organization is operating according to sound financial management principles.

In the event state or federal law requires it, the Organization will procure an independent audit. This is an examination of the financial records, accounts, business transactions, accounting practices, and internal controls of the Organization an “independent” third party auditor hired for this purpose.

III. Internal Reviews

Regardless of the legal requirement to conduct an independent external audit, the Board will ensure that periodic internal reviews are conducted to ensure the Organization:

• • Conducts its operations in a manner consistent with its charitable purposes;
  • That it files all required paperwork; and,
  • That it does not engage in activities that could jeopardize its tax-exempt status.

The periodic reviews will, at a minimum, include the following subjects:

1. 1. Whether compensation arrangements and benefits and vendor payments are reasonable, based on competent survey information, and the result of arm’s length bargaining;
   2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in private inurement, impermissible private benefit or in an excess benefit transaction;
   3. Whether the Corporation is properly filing annual paperwork with the IRS (including the Form 990) and certain state agencies for charitable solicitation registration; corporate entity registration; unemployment insurance; sales tax revenue reporting; income tax reporting; or social security administration, etc.
   4. Whether the Corporation is compliant with state and federal fundraising regulations and industry best practices.

IV. Books & Records

In order to facilitate the above, the Organization will keep its books and records of accounting in a form that is auditable.

Specifically, the Organization will:

1. 1. Adopt financial policies and procedures and internal controls.
   2. Maintain supporting financial documentation for individual transactions in a manner that lends itself to audit testing and record preservation.
   3. Utilize commercially recognized accounting software (i.e., QuickBooks Online).
   4. Adopt nonprofit specific Financial Accounting Standards Board (FASB) and Generally Accepted Accounting Practices (GAAP) accounting methodology to ensure presentation of financial information in a transparent way that adheres to nonprofit-specific rules.
   5. Utilize the services of a qualified professional for maintenance of books and accounts, production of regular financial statements (balance sheets, income statements, budget reconciliations, etc.).
   6. Utilize the services of a qualified CPA for production of tax filings.

Approval & Adoption

Approved and adopted by a vote of the Board of Directors at a properly conducted meeting.

Secretary: Nikki Lindberg

Date: September 21, 2021

Revision History: n/a

I. Purpose

The purpose of this conflicts of interest policy is to protect Armatage Neighborhood Association (“the Organization”) during times when it considers entering into transactions that might benefit the private interest of an Officer or Director or that might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to the Organization.

II. Interested Person

Any director, officer, employee, or member of a committee with board-delegated powers, who has either a) a direct or indirect financial interest, as defined below (“Financial Interest”); or b) a fiduciary responsibility to another organization, as defined below (“Fiduciary Responsibility”), is an Interested Person.

III. Financial Interest

A person has a financial interest if the person, directly or indirectly, through business, investment, family, or domestic partnership, has any of the following:

• • A. An ownership or investment interest in any entity which Armatage Neighborhood Association has or will enter into a transaction or arrangement with.
  • B. A compensation arrangement with Armatage Neighborhood Association or with any entity or individual that Armatage Neighborhood Association has or will enter into a transaction or arrangement with.
  • C. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual that Armatage Neighborhood Association is negotiating a transaction or arrangement with.

Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. Gifts and favors include any gratuitous service, loan, discount, money or article of value, but does not include loans from financial institutions on customary terms, articles of nominal value ordinarily used for sales promotion, ordinary “business lunches” or reasonable entertainment consistent with local social or business customs.

A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest, if the governing board or committee decides that a conflict exists.

IV. Fiduciary Responsibility

A person has a Fiduciary Responsibility towards an organization or individual if he or she:

• • A. Holds a position of special confidence towards such organization or individual;
  • B. Holds property in trust for another person with an ownership interest, or who receives and controls the income of another; or
  • C. Has a duty of loyalty or duty of care to an organization (by virtue of serving as an officer or director of the organization or another position with similar responsibilities). A duty of loyalty requires the person to avoid taking actions (or helping others take actions) that are adverse to the organization and to avoid competing with the organization. A duty of care requires the person to discharge his or her duties in good faith and in a manner he or she reasonably believes to be in the best interests of the organization.

A Fiduciary Responsibility is not necessarily a conflict of interest. A person who has a Fiduciary Responsibility may have a conflict of interest only if the board or appropriate committee decides that a conflict of interest exists.

V. Member of the Family Defined

A member of the family of a Director or Officer is a spouse; domestic partner; parent; child; spouse of a child; brother; sister; or, spouse of a brother or sister.

VI. Procedures

A. Discharge of Duties

It is the responsibility of each director, officer, employee, and member of a committee with board-delegated powers to discharge his or her duties as a director, officer, employee, or committee member in good faith, in a manner the person reasonably believes to be in the best interests of Armatage Neighborhood Association, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.

B. Duty to Disclose

An interested person must disclose the existence of their financial interest and be given the opportunity to disclose all material facts to the Directors or members of committees with Board-delegated powers who will consider the proposed transaction or arrangement.

C. Determining Whether a Conflict of Interest Exists

The interested person must leave the meeting after disclosure of the financial interest and all material facts, including any necessary discussion with the interested person for fact finding. The interested person must not return to the meeting while the determination of a conflict of interest is discussed and voted on. The remaining members at the meeting will decide if a conflict of interest exists.

D. Addressing a Conflict of Interest

1. 1. An Interested Person may make a factual presentation at the board or committee meeting, but after the presentation, they must leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. An Interested Person must not actively participate in the discussion of, or vote on, the transaction or arrangement that results in the conflict of interest, either formally at a board or committee meeting or informally through contact with individual board or committee members. In addition, the Interested Person will not be counted in determining whether a quorum is present for the board or committee meeting at which the transaction or arrangement that results in the conflict of interest is to be voted upon.
   2. The chairperson of the meeting body will, if appropriate, appoint a disinterested person or task force to investigate alternatives to the proposed transaction or arrangement.
   3. After exercising due diligence, the meeting members will determine whether the Organization can, with reasonable efforts, obtain a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
   4. If a more advantageous transaction or arrangement without a conflict of interest is not reasonably possible, then the board or committee will determine by a majority vote of the disinterested Directors whether the transaction or arrangement is a) in Armatage Neighborhood Association’s best interest, b) for the Organization’s own benefit, and c) whether it is fair and reasonable. Using that determination as a guide, the board or committee will then make a decision to enter into the transaction or arrangement or not.

VII. Violations of the Conflict of Interest Policy

If the Board or committee has reasonable cause to believe an interested person failed to disclose actual or possible conflicts of interest, then it will inform the interested person of the basis for their belief and afford them an opportunity to explain the alleged failure to disclose.

If, after hearing the interested person’s response and after making further investigation as warranted by the circumstances, the Board or committee determines the interested person has failed to disclose an actual or possible conflict of interest, it will take appropriate disciplinary and corrective action.

VIII. Records of Proceedings

The minutes of all actions taken on such matters will clearly reflect the following:

• • Names of the person(s) with a financial interest related to an actual or possible conflict
  • Description of the financial interest
  • Description of any action(s) taken to determine whether a conflict of interest was present
  • Governing body’s decision as to whether a conflict of interest in fact existed
  • Names of the persons present for discussions and votes relating to the transaction
  • Summary of the discussion, including any discussed alternatives to the proposed transaction
  • A record of any votes taken

IX. Compensation Committee Conflicts

A Director, Officer, or voting member of any committee or task force with Board delegated powers who receives compensation, directly or indirectly, from the Organization for services may not vote on issues relating to their own compensation.

X. Annual Statements

Each Director, Officer, and voting member of a committee or task force with Board delegated powers will annually sign a statement which affirms the person:

• • Received a copy of the policy
  • Read and understands the policy
  • Agrees to comply with the policy
  • Requires that they disclose any Financial Interest of Fiduciary Responsibility to another person or entity that could potentially form a conflict with Armatage Neighborhood Association in the upcoming year.
  • Acknowledges that Armatage Neighborhood Association is a charitable organization, and in order to maintain its federal tax exemption, it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

XI. Periodic Reviews

Periodic reviews will be conducted to ensure that Armatage Neighborhood Association operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax. The periodic reviews will, at a minimum, include the following subjects:

• • A. Whether compensation arrangements and benefits are reasonable and are the result of arm’s-length bargaining.
  • B. Whether any grants are made to disqualified persons, or otherwise result in an excess benefit transaction.
  • C. Whether arrangements with other organizations 1) comply with Armatage Neighborhood Association’s written policies, 2) are properly recorded, 3) reflect reasonable payments for goods and services, if any; and 4) further Armatage Neighborhood Association’s charitable purposes and do not result in inurement or impermissible private benefit.

Armatage Neighborhood Association may, at its option, use outside experts to conduct periodic reviews. If outside experts are used, their use does not relieve the board of its responsibility for ensuring that the reviews are conducted.

Approval & Adoption

Approved and adopted by a vote of the Board of Directors at a properly conducted meeting.

Secretary: Nikki Lindberg

Date: September 21, 2021

Revision History: n/a

I. Policies

The Organization provides equal opportunity to all employees and applicants for employment as required by state, federal and local Equal Opportunity Affirmative Action laws, including the  Minneapolis Civil Rights Ordinances.

The Organization “will not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, sexual orientation, gender identity, disability, age, marital status, familial status, or status with regard to a public assistance program” as required by City Ordinances.

The Organization provides reasonable accommodation to applicants and employees with disabilities in compliance with the Organization’s ADA Policy, as applicable.

The Organization will take steps to ensure that all employment practices are free of discrimination. This includes in hiring, promotions, demotions, transfers, recruitment or recruitment advertising, layoffs, terminations, rates of pay or other forms of compensation, and selection for training.

II. Program Implementation

The Organization will commit the time and resources necessary to achieve the goals of this Equal Employment Opportunity Policy & Affirmative Action Program in the following ways. It will:

• • Recruit, hire, and place applicants on the basis of the applicant’s knowledge, skills, and abilities.
  • List minimum qualifications in all job descriptions and promote equal employment opportunities for women, minorities and the disabled.
  • Make applicant employment decisions based solely on the individual’s qualifications for the particular position and other required job skills.
  • Evaluate the performance of management personnel on their involvement in achieving these Affirmative Action objectives in addition to other established review criteria.
  • Hold employees accountable for performing job duties in a way that supports equal employment opportunity for all.
  • Pass through the requirements of City Ordinance §139.50 to any subcontractors and vendors as required by the Ordinance.
  • Delegate a Director or Officer to act as the EEO Manager. The EEO Manager monitors all EEO activities and reports on the effectiveness of this program to the Board of Directors who receives and reviews the progress reports.
  • Make all reports available to employees or applicants for inspection during normal business hours who request them from the EEO Manager or any Board member.

III. Violations

If any employee or applicant for employment believes they have been treated in a way that violates this policy, they should contact either the EEO Manager above or any other representative of management, including a member of the Board of Directors.

Responsible parties will investigate allegations of discrimination or harassment as confidentially and promptly as possible, and the Organization will take appropriate action in response to these investigations.

Approval & Adoption

Approved and adopted by a vote of the Board of Directors at a properly conducted meeting.

Secretary: Nikki Lindberg

Date: September 21, 2021

Revision History: n/a

I. Purpose / Objective

Armatage Neighborhood Association (“The Organization”) may reimburse employees, directors and officers or other volunteers for work-related expenses from time to time. Any eligible and approved expenses incurred on behalf of the Organization will be reimbursed in full. Approved expense reimbursements are part of an accountable plan and will not be considered compensation subject to payroll tax.

II. Employee Expenses

The Organization will reimburse all part and full-time employees or contract staff for all qualifying expenses, including:

• • Pre-approved travel for business purposes
  • Conference fees
  • Office supplies
  • Software required for work
  • Professional certification/membership fees

This list is by no means exhaustive. Employees should always get pre-approval for reimbursement from their supervisor before incurring a work expense.

In the event mileage is reimbursed the US Federal IRS mileage rate applies. In the event meals are reimbursed the amount reimbursed will not exceed US GSA per diem rates.

III. Board Member Expenses

All board member service is conducted on a volunteer basis. The Organization does not generally compensate board members for their attendance at meetings or board events, this includes expenses related to board member service. Directors should always get pre-approval for reimbursement from the board or the board’s designee before incurring a work expense.

IV. Non-Qualifying Expenses

There are certain expenses that the Organization is not responsible for, including:

• • Expenses that are not related to the Organization
  • Lost personal property
  • Unauthorized meals and entertainment
  • Fines incurred while operating a vehicle during work hours or for work purposes
  • Accommodations
  • Expenses for spouses or family members who accompany staff or board members

V. Procedure

In order to ensure reimbursements are handled efficiently and in an IRS compliant manner:

• • All expenses must be substantiated with documentation
  • An expense reimbursement form must be completed with documentation
  • Expenses must be submitted within 30 days of incurring the expense
  • Any excess reimbursement must be returned no more than 120 days after it is paid out
  • Expense forms will be submitted to Coordinator and Treasurer

VI. Expense Forms

Expense reimbursement forms may be submitted through an online platform and will document the following:

• • Who incurred the expense (for payment processing purposes)
  • What was purchased (typically included on original receipts or invoices)
  • Where the expense was incurred (typically included on original receipts or invoices)
  • The business purpose of the expense (the form will collect a brief description)

Records of expense reimbursements will be maintained to create an audit trail sufficient to pass auditor examination.

Approval & Adoption

Approved and adopted by a vote of the Board of Directors at a properly conducted meeting.

Secretary: Nikki Lindberg

Date: September 21, 2021

Revision History: n/a

I. Purpose

As a nonprofit organization organized under the laws of the State of Minnesota, Armatage Neighborhood Association (hereinafter referred to as “The Organization”), encourages the solicitation and acceptance of gifts to The Organization for purposes that will help further and fulfill its mission.

II. Authorization

The Organization may generally solicit and accept gifts that are consistent with its mission. Subject to this policy, donations may generally be accepted from individuals, partnerships, corporations, foundations, government agencies, or other entities, without limitation. In the course of its regular fundraising activities, The Organization may accept donations including but not limited to: money, real property, personal property, stock, other assets, and in-kind goods or services.

III. Purpose of Policies and Guidelines

The Board of Directors, staff or volunteers may solicit current and deferred gifts from individuals, corporations, and foundations to secure the future growth and mission. These policies and guidelines govern the acceptance of gifts by The Organization and provide guidance to prospective donors and their advisors when making gifts. The provisions of these policies will apply to all gifts received by The Organization for any of its programs or services.

IV. Use of Legal Counsel

1. 1. The Organization will seek the advice of legal counsel in matters relating to acceptance of gifts when appropriate.  Review by outside counsel will be recommended for:
   2. Closely held stock transfers that are subject to restrictions or buy-sell agreements
   3. Documents naming The Organization as Trustee;
   4. Transactions with a potential conflict of interest that may invoke IRS sanctions;
   5. Gifts requiring an unmitigated continuing obligation on the part of The Organization;
   6. Gifts with significant restrictions from the grantor (i.e. a covenant running with land or assets);
   7. Gifts with significant restrictions that limit the marketability of the donated asset;
   8. Other instances in which use of counsel is deemed appropriate by the Board or a Committee.

V. Ethical Fundraising

Prospective donors will be urged to seek the assistance of personal legal and financial advisors in matters relating to their gifts and the resulting tax and estate planning consequences.  The Organization will strive to uphold the Code of Ethical Principles and Standards adopted by the Association of Fundraising Professionals.

VI. Potential Conflicts

Corporation’s Directors and / or Officers personally accepting gifts, entertainment, beneficial actions or other tokens of recognition from individuals or entities can result in a conflict of interest when the party providing the gift, entertainment or favor does so under circumstances where it might be inferred that such action was intended to influence or possibly would influence the Director and / or Officer in the performance of his or her duties. This does not preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or insignificant value which are not related to any particular transaction or activity of Corporation.

The Organization’s conflict of interest policy is herein incorporated by reference to this document.

VII. Acceptance of Gifts

Gifts will be accepted by The Organization through its employees, officers, directors, or volunteers.  Any Chapters of The Organization which exist under the incorporation and tax identification number umbrella of The Organization are not permitted to take title to real property and are not valid as named beneficiaries on any planned giving instrument.  Where a donor has named a chapter as the recipient of real property or has named a chapter as a beneficiary of a giving instrument, The Organization will be the legal recipient of the gift.

Individuals or organizations that wish to make a donation to a specific project, initiative, or geographic area should be counseled by The Organization on the most effective and appropriate way to do so.

VIII. Restrictions on Gifts

• • The Organization will accept unrestricted gifts and gifts for specific programs and purposes, provided that acceptance of such gifts are consistent with its stated mission, purposes, and priorities.  The Organization will not knowingly accept any gifts that violate any federal, state, or local statute or ordinance.  The Organization will not accept gifts that are too restrictive in purpose.
  • Gifts that are too restrictive are those that:
  • Violate the terms of the corporate Articles and Bylaws;
  • Contain unreasonable conditions or encumbrances;
  • Are financially unsound;
  • Could expose The Organization to unreasonable liability;
  • Are difficult to administer due to size, geography, or nature of the administration, etc; or,
  • Are for purposes contrary to or outside the mission of The Organization.
  • In its role on gift acceptance, the Board or its delegate(s) is charged with the responsibility of reviewing specific gift proposals made to The Organization.  When proposals present restrictions that may be outside the guidelines of this policy, the Board or its delegate(s) will discuss such proposals as appropriate.  The Board or its delegate(s) may make a final decision on the restrictive nature of a gift, and its acceptance or refusal, when necessary.

IX. Miscellaneous Provisions

1. 1. Securing appraisals and legal fees for gifts:  It will be the responsibility of the donor to secure any appraisal required for tax valuation purposes; and any required independent legal counsel for all gifts made to The Organization.  Exceptions to this provision may be made by the Board, as necessary, and provided that The Organization’s independence is not compromised.
   2. Valuation of gifts for development purposes:  The Organization will record a gift at its valuation for gift purposes on the date of gift.
   3. Philanthropic Intent:  The Organization will determine that gifts to The Organization are evidence of philanthropic intent in order to avoid The Organization being a vehicle for either intended or innocent avoidance of taxes, prejudiced purposes, or valuation of gifts without the required professional evaluation.
   4. IRS Filings:  The Organization, through the Treasurer or other Officer, will comply with all IRS tax reporting requirements related to the acceptance or disposition of gifts, including form 8283 and 8282.
   5. Gift Acknowledgement:  The Organization will acknowledge all gifts made to The Organization and compliance with the current IRS requirements (See e.g. IRS Publication 561 Determining the Value of Donated Property and IRS Publication 526 Charitable Contributions).

X. Changes to Gift Acceptance Policies

These policies and guidelines have been accepted by the Board of Directors, which must approve any permanent changes to these policies hereafter.

Approval & Adoption

Approved and adopted by a vote of the Board of Directors at a properly conducted meeting.

Secretary: Nikki Lindberg

Date: September 21, 2021

Revision History: n/a

I. Purpose

This policy’s purpose is to provide a process for the good faith review of member complaints, promoting the resolution of disputes, and protecting the integrity and openness of the Organizational community.

Conflict, while often avoided, is not necessarily bad. In fact, conflict can encourage diversity of viewpoints, provide valuable feedback, or clear a path for change, when needed.

This policy is intended to create a neutral process. It is not intended to become a vehicle for obstructing the Organization’s process or mission work. The Organization will take steps to prevent this policy from being used to harass or intimidate any person, group, or agency.

II. Eligibility

This policy covers grievances of the voting members of the organization. It does not apply to personnel (i.e., employees, board members, or independent contractors). Personnel grievances are governed by personnel policies. This policy does not create any legal rights for any person(s). The general public may submit comments through the Organization’s regular communication channels and online contact form at any time.

A. Qualification Criteria

Those who fulfill all of the following criteria may file a grievance:

1. 1. 1. The person(s) filing the grievance is the affected party (“Grievant”).
      2. The Grievant was 18 years of age by the date the action occurred.
      3. Grievant is a voting member and was materially affected by the actions in question.

B. Subject Matter Criteria

Complaints that may become recognized as grievances fulfill all of the following criteria:

1. 1. 1. The complaint is directed at an Organizational process or the actions of the Organization (or of persons acting on behalf of the neighborhood in their official capacity representing the Organization).
      2. The complaint alleges a violation of a specific rule, regulation, policy, or principle directly pertaining to the neighborhood’s process.
      3. The actions in question have occurred, commenced, or became known to the Grievant within the last 90 calendar days prior to filing.
      4. Complaints outside of these criteria or this policy (for example, legal claims or violations like defamation, harassment, or discrimination) are not eligible under this policy and must be addressed through other methods.

III. Filing Procedure

A grievance is initiated by submitting an online grievance form or written notice of the grievance to the President.

The grievance must identify all of the following:

1. 1. The full name, complete home address, complete work address, daytime phone number, evening phone number, and member status as of the date of filing for each named Grievant, along with their signature.
   2. A description of the actions that are the subject of the complaint and the specific rule, regulation, policy, or principle which directly relates to the neighborhood’s process that is alleged to have been violated.
   3. The date the actions occurred or commenced, and, if known, the full names and addresses of the persons or organizations responsible for the actions as well as their neighborhood member status or role in the neighborhood’s process.
   4. All supporting documentation substantiating the complaint.
   5. Any proposed solution or suggested change.

Grievants who submit a grievance form as outlined above agree to follow the procedures set out in this policy and to accept the decision of the Board as final.

IV. Grievance Handling Procedure

Within seven days of receipt, the Organizational recipient will forward a copy of the grievance to the Board and contract staff; and any identified persons listed in the grievance form.

The Board of Directors (or a committee or task force of the board appointed for this purpose) will take the grievance under advisement to review and resolve the complaint, if possible. The Board will seek legal advice or other professional advice as needed and will otherwise execute its fiduciary duties in pursuit of a resolution to the complaint.

The Board of Directors (or its designated committee) will address the grievance either with written correspondence to the Grievant regarding the outcome or with board action at a meeting held within 90 days of receipt of the grievance.

Approval & Adoption

Approved and adopted by a vote of the Board of Directors at a properly conducted meeting.

Secretary: Nikki Lindberg

Date: September 21, 2021

Revision History: n/a

I. Retention Schedule

File Category	Retention Period
Corporate Records	7 Years
Finance & Administration	7 Years
Insurance Records	7 Years
Real Estate	7 Years
Tax	7 Years
Human Resources	7 Years
Technology	7 Years

II. Electronic Documents and Records.

Electronic documents are retained as if they were paper documents.  Therefore, any electronic files that fall into one of the document types above are maintained for the appropriate amount of time. If a user has sufficient reason to keep an e-mail message, the message should be moved to an “archive” computer file folder (or printed in hard copy and kept in the appropriate file). Backup and recovery methods are tested on a regular basis.

III. Emergency Planning.

The Organization’s records are stored in a safe, secure, and accessible manner. Documents and financial files essential to keeping the Organization operating in an emergency will be backed up at least monthly and maintained off-site.

IV. Document Destruction.

The Coordinator is responsible for the ongoing process of identifying records ready for destruction and their disposition.  Paper financial and personnel-related documents are shredded. The Organization reviews documents on file at least annually, and destroys records that have surpassed the retention period.

Document destruction will be suspended immediately, upon any indication of an official government investigation or when a lawsuit is filed or appears imminent. Destruction will be reinstated upon conclusion of the official government investigation or the resolution of the imminent or filed lawsuit.

V. Compliance.

Failure on the part of volunteers, employees, or contractors to follow this policy can result in possible civil and criminal sanctions against the Organization or its employees. Failure to follow this policy may result in disciplinary action. The President will periodically review these procedures with legal counsel or the Organization’s CPA to ensure it is in compliance with new or revised regulations.

Approval & Adoption

Approved and adopted by a vote of the Board of Directors at a properly conducted meeting.

Secretary: Nikki Lindberg

Date: September 21, 2021

Revision History: n/a

I. Purpose

The Organization, state and federal law require all of Organization’s directors, officers, and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. All employees and representatives of the Organization must practice honesty and integrity in fulfilling their responsibilities and comply with the laws.

Therefore, the Organization will investigate complaints of suspected fraudulent or dishonest use or misuse of its resources or property by staff, board members, consultants, volunteers, or members. To maintain the highest standards of service, the Organization will also investigate complaints concerning its programs and services.

This policy supplements, and does not replace, any procedures required by law, regulation, or funding source requirements.

II. Reporting Responsibility

This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns internally so that the Organization can address and correct inappropriate conduct and actions appropriately.

It is the responsibility of all board members, officers, employees, members, and volunteers to report concerns about violations of the Organization’s Conflicts of Interest Policy, code of conduct or suspected violations of law or regulations that govern the Organization’s financial operations.

III. No Retaliation

An employee, director or officer who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.

IV. Designated Compliance Officer

The Organization’s Executive Director, Treasurer, or another individual designated by the Board’s will serve as Compliance Officer and is responsible for ensuring that all complaints about unethical or illegal conduct are investigated and resolved.

The Compliance Officer will advise the Executive Director and/or the Board of Directors of all complaints and their resolution. They will also report at least annually to the Board on compliance activity relating to accounting or alleged financial improprieties.

The Compliance Officer may be a third party designated by the organization to receive, investigate, and respond to complaints or a particular complaint.

V. Reporting Procedure

The Organization has an open-door policy and suggests that employees share their questions, concerns, suggestions, or complaints with their supervisor. If you are not comfortable speaking with your supervisor or you are not satisfied with your supervisor’s response, you are encouraged to speak with the Executive Director or any board member.

VI. Confidentiality

Violations or suspected violations may be submitted anonymously or confidentially by the complainant. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

VII. Accounting and Auditing Matters

The Organizations Compliance Officer will immediately notify the Board or Finance Committee of any concerns or complaint regarding corporate accounting practices, internal controls or auditing and work with the appropriate body or committee until the matter is resolved.

VIII. Acting in Good Faith

Anyone filing a written complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

IX. Handling of Reported Violations

The Organization’s Compliance Officer will notify the person who submitted a complaint and acknowledge receipt of the reported violation or suspected violation. All reports will be promptly investigated, and appropriate corrective action will be taken if warranted by the investigation.

Approval & Adoption

Approved and adopted by a vote of the Board of Directors at a properly conducted meeting.

Secretary: Nikki Lindberg

Date: September 21, 2021

Revision History: n/a

Purpose

In order for the Organization to achieve its mission it must understand the community it serves and the challenges and issues these stakeholders face.

In particular, the board can make a profound difference toward achieving the mission if it is selected, managed, and evaluated effectively.

This policy provides specific tools and resources for building an effective board. Specifically, it  explores the roles and responsibilities of board members, focuses on the difference between governance and management, examines the importance of board selection and composition and provides models for orientation and training of board members. Finally, the policy addresses strategies for responding to board changes and assessing the effectiveness of both the board and the Organization.

For a board to function effectively and live up to its fiduciary responsibilities, it must govern at a high level focused on financial health, strategic issues, and important operational matters. A healthy board goes beyond “rubber stamp governance.” Likewise, a healthy board establishes independence, delegates work to staff, committees or volunteers and provides governance, objectivity, and accountability to the organization.

The purpose of this policy is to assist the board in fulfilling its fiduciary duties to grow a strong board that follows both legal requirements and nonprofit sector best practices.

Board Recruitment

The nature of a board is to turn over. The Organization’s bylaws enforce term limits on board members which require bringing in new members for board service.

The Organization’s Diversity Equity and Inclusion Policy requires the Organization to foster principles of diversity, equity, and inclusion in its mission-driven work, including in the election of its corporate directors.

Moreover, the Organization is prohibited by certain grant funding requirements from creating barriers to board service through the application process.

Yet board service is also an important and serious duty to the nonprofit corporation and board members take on critical legal and leadership responsibility when they become Directors.

Developing a board with a full complement of skills and abilities is important to good governance and preserving the health and wellbeing of the Organization.

Therefore, it is the policy of the Organization to observe the following practice with respect to board member recruitment. The board will:

1. 1. Promote member engagement in programs and committees or other volunteer opportunities with the Organization as a way to identify voting members who possess the qualities of a good board member. The qualities of a good board member include but are not limited to:
      • Understanding of the community and its needs
      • Passion for the cause
      • Willingness to commit time for meetings, events, etc.
      • Team player who works well in a group
      • Ability to communicate directly even on difficult subjects
      • Ability to participate in healthy conflict
      • Shows respect for community members and other stakeholders
      • Ability to put the best interest of the organization over personal interests
   2. Actively recruit new members to board service who are broadly representative of the community interests, including renters, business owners, and people from a variety of diverse perspectives.
   3. Publish calls for applications broadly following the Language Access Policy notice requirements to ensure that all eligible members are aware of opportunities to serve.
   4. Educate potential candidates about the requirements and responsibilities of board service before elections are held. This includes providing educational materials regarding:

• • • The three core fiduciary duties
    • The Organization’s Conflicts of Interest Policy
    • A reasonable estimate of the time commitment required to fulfill duties
    • The Organization’s board member Code of Conduct agreement (see Exhibit A)

The Organization may publish this educational material on the Organization’s website or otherwise link to it in a board member application and will in all cases ensure that members who seek board service (even when nominated from the floor), have an opportunity to review these materials prior to accepting their nomination.

Using a Composition Matrix

The board may from time to time utilize a board composition matrix to detail the skills, characteristics and talents of the current board members and identify current gaps or future gaps that will arise with anticipated turnover.

The organization’s strategic direction can help to clarify the special skills and resources required on the board. For example, if increasing engagement with immigrant populations or finding sources of fee-for-service revenue are identified as strategic priorities in the next two years, then board may consider identifying eligible members whose skills and abilities could help advance these strategic goals.

Board Training

Board members have important fiduciary duties. They accept legal risk and responsibility for the nonprofit corporation. As a result, Directors must stay aware of changes in nonprofit corporate law, business law, nonprofit sector best practices and governance requirements.

Board education and training opportunities are intended to assist Directors with their responsibilities. This safeguards the Organization and ensures Directors can uphold their obligations, regardless of their previous education or experience.

Therefore, it is the policy of the Organization to provide both new and existing board members with training opportunities. These training opportunities may be combined when it is convenient. Board member trainings may be conducted internally and with the assistance of a qualified third-party provider that routinely provides training to Minnesota nonprofit boards.

New Member Orientation

New Directors will be oriented as quickly as reasonably possible, within 90 days of the meeting where the board member is elected. Board leadership will ensure that each newly appointed Director receives the following:

• • Briefing from the Chair/President
  • Briefing from the Executive Director (if any)
  • New board member training
  • Access to core documents (operations manual, policies, procedures, and access to past year of meeting minutes, etc.)
  • Educational materials provided to all applicants as part of the application process and a signed board member agreement (See, Exhibit A)

Annual “Refresher” Training

Directors serving successive years of a term will participate in an annual board member training as a refresher course on their duties and obligations. This includes annual review and re-affirmation of the board agreement and the Conflicts of Interest Policy and disclosure form.

Training Content

At minimum, all board member orientations should cover the following topics:

• • The Organization’s mission, vision, and values
  • Bios of current board members and key staff
  • Board member job descriptions and expectations
  • Legal duties of board members in Minnesota (review of fiduciary duties, etc.)
  • Review and sign the board member agreement
  • Review the Conflicts of Interest Policy and complete the annual disclosure form
  • Calendar of meetings for the year ahead
  • Bylaws and Articles of Incorporation (their meaning and importance)
  • Determination letter from the IRS and information about income-tax exemption
  • State sales tax exemption (if applicable) and when it applies
  • Summary of Directors’ and Officers’ insurance coverage
  • Policies (or board resolutions) relating to the board’s role to review the CEO/executive director’s compensation
  • Opportunity to review the operations manual with all core policies and procedures

Access to Information

All Directors must have access to the following documents in a board portal or other easy to use format:

• • Current Bylaws
  • Articles of incorporation (including amendments)
  • Determination letter from the IRS
  • Certificate of sales tax exemption from the state (if any)
  • Summary of insurance coverages (including Directors and Officers, Work Comp, etc.)
  • Policies (or board resolutions) relating to the board’s role to review the Executive Director’s performance and compensation
  • Operations manual with all core policies and procedures
  • Recent Organizational financial reports (balance sheet & income statement)
  • Recently filed IRS Form 990s
  • All past meeting minutes
  • Calendar of meetings for the year ahead
  • Board roster and list of committees, their charters, and who serves on them

Strategic Planning

Board leadership is a continuous, multi-phase process that requires planning, oversight, and modifications based on assessment. First the board develops a mission and a strategic plan to meet that mission. Then the board provides oversight of the staff (i.e., employees, volunteers, or committee members) as they implement the strategic plan and report back to the board. Finally, during the assessment phase, the board critically assesses the success of the organization; its programs and services; as well as the board’s own performance, and the cycle continues.

The strategic plan is used to guide program activities, allocate resources, and assess the Organization’s achievements.

Specifically, the strategic plan provides the organization’s staff and leaders with guidelines to:

• • Establish the Organization’s programmatic activities
  • Allocate human and financial resources to accomplish those activities
  • Assess whether objectives are being met
  • Evaluate programs, staff, and resources

A strategic plan does not need to provide a detailed chronology of action (it isn’t an operational work plan). A strategic plan also cannot predict the future of the external world. Instead, the strategic plan broadly maps the goals or activities that the organization wants to pursue towards accomplishing its mission or to preserve (or change) its desired character and identity. As well as what resources it will allocate to that pursuit. The strategic plan is a tool that guides future decision-making as issues arise in the years to come.

Plan Structure

Generally, the strategic plan may follow this organizational structure:

1. 1. Vision / mission
   2. Core values
   3. SWOT analysis / situational assessment
   4. Organization-wide goals or objectives (3-4)
   5. Key performance indicators (quantifiable metrics – how do we measure success)
   6. Key objectives or milestones that support achieving the goals (i.e., quarterly objectives)

Policy & Guidelines

• • Establish the Organization’s programmatic activitiesThe board will create a strategic plan that reflects and supports the Organization’s mission. The strategic plan and planning process will follow these guidelines:
  • The planning process will engage or seek input from a broad cross-section of the Organization and its community of stakeholders
  • The planning process will allow for enough time to gather data and map broad goals (this may be months rather than days or weeks)
  • The planning process, although complimentary, will not be a substitute for budgeting
  • The Organization may engage a third-party consultant for assistance with strategic plan development from time to time
  • The plan developed will not exceed a three-year roadmap
  • The plan developed should be easy to read and understand by the average person

Internal Assessment

The board is accountable for the Organization’s success (or failure). The board will annually measure the progress of the Organization against the goals laid out in the strategic plan. The board will also measure the performance of its Executive Director (if any) and its own performance in assisting and supporting the Organization in a consistent and positive way throughout the year.

The board should use the results of the annual assessment to make appropriate adjustments to the mission, planning, and implementation of operations.

Annual Effectiveness Assessments

To ensure accountability, the board will:

• • Measure Organizational achievements against quantifiable objectives
  • Perform a formal review of the Executive Director annually (if one is employed)
  • Implement a member feedback mechanism to measure members’ responses
  • Develop and implement a process of board self-assessment (individual and whole)
  • Call in legal counsel or a management consultant for evaluation if difficulties come up
  • Create processes for feedback for using assessments to improve the organization

Board Assessments

Board self-assessment provides members with an opportunity to:

• • Reflect on their individual and corporate responsibilities
  • Identify different perceptions and opinions among board members
  • Point to questions that need attention
  • Use the results as a springboard for board improvement
  • Increase the level of board teamwork
  • Clarify board / staff expectations
  • Demonstrate that accountability is an organizational value
  • Provide credibility with funders and other external audiences

Board members will evaluate their performance as a group and as individuals at least every two years.

The Organization may utilize assessments like those in Exhibit B and C, or use any third-party service, suitable online board assessment tool, etc.

The Organization will have clear procedures for removing board members who are unable to fulfill their fiduciary responsibilities

Approval & Adoption

Approved and adopted by a vote of the Board of Directors at a properly conducted meeting.

Secretary: Nikki Lindberg

Date: November 16, 2021

Revision History: n/a