United Negro College Fund Inc

“Member institutions comprise: 1) allen university 2) benedict college 3) bennett college 4) bethune-cookman university 5) claflin university 6) clark atlanta university 7) dillard university 8) edward waters university 9) fisk university 10) florida memorial university 11) huston-tillotson university 12) interdenominational theological center 13) jarvis christian university 14) johnson c. Smith university 15) lane college 16) lemoyne-owen college 17) livingston college 18) miles college 19) morehouse college 20) morris college 21) oakwood university 22) paine college 23) philander smith university 24) rust college 25) saint augustine university 26) shaw university 27) spelman college 28) stillman college 29) talladega college 30) texas college 31) tougaloo college 32) tuskegee university 33) virginia union university 34) voorhees university 35) wilberforce university 36) wiley univerity 37) xavier university”

“The 37 member institutions, via their proxies, elect all directors to the board.”

“Uncf's bylaws provide that its members elect the board of directors and other members; determine how budgeted funds for the members are allocated among the members; and provide direction regarding activities and programs.”

“The audit committee reviews and approves the filing of form 990 on behalf of the uncf board. The committee is comprised of independent directors. A detailed review is also performed by management and uncf's outside tax preparers. A copy of the completed form 990 is made available electronically to all board members before the return is filed with the irs.”

“The conflict of interest policy is distributed annually by the general counsel to board members, officers and employees. Each board member, officer and employee is asked to complete, sign and return a declaration which identifies any potential conflicts of interest. Declaration forms for employees and those employees serving as officers are reviewed by committee (general counsel, cfo and head of human resources) who then recommend the appropriate and necessary action. Declaration forms of board members, employees serving as officers and uncf executives are provided to the chair of the audit committee for review and appropriate and necessary action by said committee.”

“The role of the human resources and compensation committee (hrcc) of the board of directors is to discharge the board's responsibilities relating to compensation of uncf's president and ceo, officers and key employees. The committee is comprised of institutional and independent directors. The committee utilizes comparability studies produced by an external united negro college fund inc 13-1624241 compensation consulting firm to produce their compensation assessments which inform the committee's decisions. The committee manages the relationship with the consultant and has sole authority to retain and terminate their services. In executive session, hrcc findings and decisions are reported to the board. The board reviews and makes final decisions regarding compensation and benefits for the president and ceo.”

“Governing documents such as the bylaws are available upon written or verbal request. Financial documents such as form 990 and audited financial statements are available on uncf's website or the website of others or upon written or verbal request. Uncf's conflict of interest policy is not available to the public.”