Board Information | Elected Officers | Board Schedule

As a private, non-profit, 501(c)(3) corporation, Merrick, Inc., is governed by a volunteer Board of Directors (BOD). Each member of the BOD is accountable to govern the corporation in compliance with Minnesota Chapter 317A and any regulations applicable to services Merrick, Inc., provides. The BOD has a particular job to do in order to carry out that accountability. For Merrick, Inc., the BOD defines the mission, strategic direction, and future programming; establishes policies and procedures; monitors the effective and efficient use of fiscal resources; and evaluates overall performance.

The BOD conducts its business in a manner consistent with a self-defined governance policy that clearly distinguishes its accountability and role from that of the Executive Director. The BOD as a whole exercises governance of Merrick, Inc., through the Executive Director and commits itself to focus its delegation and accountability concerns on the Executive Director alone, avoiding either interfering with the Executive Director's management of the operations or "saving" the Executive Director from the challenge of managing. This policy helps the BOD govern Merrick, Inc., so that long-term values are achieved in a manner consistent with humane and productive use of people and resources, with orderliness, with deliberation of thought, and with care in the use of people's time.

BOD Constituency
Something we believe makes our organization unique is the purposeful constituencies represented on the BOD. The bylaws state that "There shall be at least twelve (12) Directors on the BOD representing the following constituencies:

• Approximately one-third (1/3) will be advocates of clients receiving Day Training & Habilitation (DT&H) services;
• Approximately one-third (1/3) will be professionals working in long-term care and/or social service programs; and
• Approximately one-third (1/3) will be from the community-at-large."

All Directors are entitled to vote and have equal rights and preferences. The BOD shall take action by the affirmative vote of a majority of Directors with voting rights present and entitled to vote at a duly held meeting, unless Chapter 317A, the Articles of Incorporation, or the bylaws require the affirmative vote of a larger proportion or number. Each Director is elected to a three (3) year term and may serve a maximum of two consecutive terms. Terms are staggered so that approximately one-third (1/3) of the Director positions are open for elections at each annual meeting. Directors and Officers of the BOD are not compensated in any manner.

Meetings
A regular meeting is one scheduled at uniform intervals, as determined by the BOD, and communicated to its Directors. Currently the BOD meets on the first Monday in February, May, August, and November. The usual order of business at regular meetings includes, but is not limited to, the following items: (a) review and approval of the minutes of the previous meeting; (b) review and approval of the agenda for the current meeting; (c) review and approval of the financial statements; (d) committee reports; (e) old business; and (f) new business. Special meetings of the BOD may be called by the Executive Committee and shall be held on the date and at the time and place fixed by the President. Special meetings shall be limited to the purposes stated in the notice of the meeting. Annual meetings shall be held on the date and at the time and place fixed by the BOD. Presently, the annual meeting is held in November of each year at the 3210 location. In addition to the usual order of business, the annual meeting includes an election of qualified persons as Directors and Officers for the BOD. Any other business appropriate for action by the Directors may be transacted at an annual meeting. All meetings are presided over by the President of the BOD, or designated alternate Officer, and governed by Robert's Rules of Order. The Secretary of the BOD, or designee, will take minutes of all official meetings to be kept on file. Copies of the minutes may be distributed to interested parties upon written request at a charge of $1.00 for the first page and 15 cents for each additional page.

Elected Officers
The Officers of this Corporation must be Directors of the BOD and shall include a President, Vice President, Treasurer, and Secretary. The BOD may elect or appoint such other Officers as it deems necessary for the operation and management of the Corporation, each of whom shall have the powers, rights, duties, responsibilities, and terms of office determined by the BOD. None of the offices or functions of the aforementioned Officers may be filled or exercised by the same person. Officers shall be elected by the BOD at the annual meeting and shall hold office for a one (1) year term. An Officer may be re-elected for a second consecutive term in the same office. If an Officer position becomes vacant, the Officers then serving, although less than a quorum, by majority vote, may choose a successor from the BOD who shall hold said office for the un-expired term. In the absence of an election or appointment of Officers by the BOD, the person exercising the principal functions of Executive Director is deemed to have been elected to those offices, except for the purpose of determining the location of the principal executive office, which shall be the registered office of the Corporation.

Standing Committees
By resolution of the BOD, the following Standing Committees have the authority of the BOD in the management of the business of the Corporation to the extent specified in a written charter approved by the BOD: Advocacy Committee, Charitable Gambling Committee, Diversity Committee, Executive Committee, Finance Committee, Human Resources Committee, Human Rights Committee, and the Safety Committee.

If you are interested in serving on the Board of Directors, or on a standing committee, please contact JoAnn Lizakowski at joannl@merrickinc.org or by telephone at (651) 789-6207.