Northern State University Foundation

“The Executive Committee members are the Board Chair, Chair Elect, Past Chair, Secretary, Treasurer, President, and NSU President. The President and NSU President are nonvoting members. The Executive Committee members may select one additional Director to be a voting member of the Committee subject to Board approval. The Executive Committee has all the powers and authority of the Board between Board meetings, subject to statutory and Board-imposed limitations, and the committee will: (i) make decisions on behalf of the Board; (ii) make all personnel decisions regarding the President including conducting searches and interviews, making the hiring decision and negotiating the contract terms, establishing performance goals and monitoring his or her performance, meeting with the President at least annually to review performance, determining appropriate compensation for the President, and taking disciplinary or termination action (iii) work closely with and advise the President on Foundation matters; (iv) assist the Board in conducting and prioritizing Foundation business; (v) evaluate the Foundation's progress toward strategic goals and initiatives; (vi) oversee Board policies and governance practices and recommend changes; (vii) address Foundation personnel matters involving the President or at the President's request; and (viii) report to the Board at the first regular Board meeting following Executive Committee action.”

“Jim and Jess Koehler have a family and business relationship.”

“o The bylaws now formalizes what each committee's purpose is and that the board governs the committees. o Section 1 now defines the terms used throughout the document. o Section 3 now defines what a member is and how the annual meeting of members works. o The restated bylaws make it clear how to participate in meetings electronically. o The BODs governing powers are made clear. The number of directors on the board will be between 13-19 members. The maximum number of members was increased from 17 to 19 since there are several ex-officio members on the BODs. o The board determines the number of committees. Also, it clarifies that the board will approve all committee members and will appoint committee chairs. o The bylaws outline the duties of each committee. o A Nominating Committee was added. This is very common and important for a non-profit organization. The nominating committee would develop a matrix to help identify potential candidates for the board and committees when vacancies occur. o The CFO was added as a foundation officer. As the Foundation has grown, the role of a CFO has become critical to the success of the NSUF. Other officers include the President/CEO and one or more Vice-Presidents as deemed necessary by the President. The CEO oversees all the foundation staff. The board oversees the President/CEO. o Fiscal operations, fiscal year, conflicts of interest, and board/employee indemnification are defined. Board members are protected by SD state law because board members are non-paid.”

“Membership - Any person or entity contributing to the Foundation during the fiscal year will be a Foundation Member. Members will have the right to vote in the Board election as specified in the Bylaws. The Board may at any time create additional membership classifications.”

“Election - The Members will elect Directors at the Annual Meeting. The Board Chair will present the slate of qualified candidates to the Members before the election. A Member may propose a Director candidate by contacting the President or Board Chair at least 10 days before the Annual Meeting. The Nominating Committee must determine that any such proposed candidate is qualified before recommending that person be added to the slate of Director candidates. Director elections will be held in accordance with the Bylaws and procedures established by the Board.”

“The Chief Financial Officer at Northern State University Foundation will review the draft and provide questions to the preparer. A draft will also be provided to the Finance & Audit Committee for review prior to filing with the IRS.”

“Board members will abstain from decisions in which they have an interest. This is on every board and committee agenda and any conflicts are documented in the board/committee minutes. In addition, all board and committee members sign annual conflict of interest disclosure forms at the beginning of each academic year. Staff sign a "Code of Ethics" document at time of hire that requires them to disclose any conflicts of interest that arise.”

“The Board of Directors has charged the Executive committee with the responsibility to determine the appropriate compensation for the President. The President, in consultation with the Executive Committee, determines the salary and benefits for all other Foundation employees subject to Board approval of the Foundation budget.”

“Upon approval by the President/CEO, these documents are made available to the public upon request and via the organization's website at https://northernstatefoundation.com.”

“Change in Split Interest Agreements 43,463.”