Northern State University Foundation

“Executive Committee, which shall consist of six (6) members, who are the Chair, Chair-Elect, Immediate Past Chair, Secretary, President/CEO of Northern State University Foundation, and President of Northern State University. The NSU Foundation CEO/President is a non-voting member of the Executive Committee. This committee will assist the Board of Directors by: (a) Having oversight of the standing committees of the Board of Directors and calling upon standing committee chairperson(s) to report to the Executive Committee at their bi-monthly meeting, and (b) In situations where it is not practicable for the entire Board of Directors to address a matter by special meeting, the Executive Committee shall have the authority of the Board of Directors to conduct necessary business. The Executive Committee shall be chaired by the Chair of the Board of Directors.”

“Nathan Reede & Tom Seyer - Business relationship.”

“The Foundation will have one class of Members. Any person or entity who makes a contribution to the Foundation during the fiscal year will be a member for that year ("Member"). Members will have the right to vote in the Board of Directors election. The Board of Directors may at any time create additional membership classifications.”

“The Members will elect Officers at the Annual Meeting from the slate of qualified candidates presented at the Annual Meeting (typically terms run two years). Members will have the opportunity to nominate qualified Board candidates prior to the Annual Meeting. Board members are nominated throughout the year and approved at bi-monthly board meetings as needed. These elections are held in accordance with the Bylaws and procedures established by the Board. In addition, the members will consider such other business as may properly be brought before the meeting.”

“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.”

“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.”

“For Northern State University Foundation employees, compensation increases are usually based on what the state of South Dakota provides to University employees but may include additional compensation and/or bonuses based on recommendations of staff to the Executive Committee.”

“These documents are made available upon approval by the President/CEO.”

“Change in Split Interest Agreements 1,140,096. Unrelated Business Income included in K-1's -29,005. Impairment Loss -930,000.”