Northern State University Foundation

“The Executive Committee shall consist of five (4) voting members, who are the Chair, Chair Elect, Past Chair, and Secretary/Treasurer, and two (2) non-voting members, who are the NSU Foundation CEO/President and the Northern State University President. Individuals listed in Part VII that are non-voting include Zach Flakus and Dr. Neal Schnoor. 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.”

“Jim and Jess Koehler have a family and 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 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 873,454.”