University of Iowa Research Foundation

“The board of directors may authorize the creation of an executive committee and any other committee of the board of directors; may determine whether or not the members of such committees will be selected from within or without the directors of the corporation; and, to the extent permitted by law, may invest such committees with such powers and duties as it deems necessary. The board of directors may appoint the members of such committees, but both the appointment of committee members and the creation of the committee shall be approved by the majority of directors then serving. Any such committee shall consist of no fewer than two (2) directors, with the exception of the executive committee, which shall consist of four (4) directors. Each such committee shall serve at the pleasure of the board of directors, shall act only in the intervals between meetings of the board of directors and shall be subject to the control and direction of the board of directors. Each such committee may act by a majority of its members. An act or authorization of an act by such committee within the authority delegated to it shall be as effective for all purposes as the act or authorization of the board of directors. The secretary of the corporation shall send to each director a summary of the business conducted at any meeting of any committee of the board.”

“J. Martin scholtz (president), jon darsee (director), terry johnson (treasurer), marie kerbeshian (secretary), and barbara wilson (president of the university of iowa) share a professional association. In this context, the term 'business relationship' specifically refers to a direct reporting dynamic within their respective roles at the university of iowa or the university of iowa center for university advancement.”

“The board of directors shall be chosen by the university of iowa's president immediately preceding the annual meeting of the directors of the corporation, or, if the university of iowa president so directs the board, the board of directors shall choose its successors from the nominees designated by and approved by the university of iowa president. The university of iowa president may also appoint one or more individuals directly to the board of directors and may remove one or more individuals from the board of directors with or without cause by giving written notice to the president of this corporation and the director or directors, which removal shall be effective as of the date of the giving of the written notice to the president of this corporation. In the event of a vacancy in the board of directors, the board shall elect at a special meeting of directors called for such purpose, a person to fill such vacancy, provided that the election of such person satisfies the requirements set forth in these bylaws and receives the approval of the university of iowa president. Such person shall serve with the same rights and duties and for the same term as the person whom he/she was elected to succeed. Other than the term of the ex officio directors named in these bylaws, whose respective terms coincide with his/her tenure in that position, all other directors shall serve for a three-year term, with no limit on the number of terms that may be served. The vice president for research, the chief financial officer and treasurer of the university of iowa, and the assistant vice president, university of iowa research foundation (each an "ex officio director") shall each respectively be a director by virtue of his/her serving in that capacity and each one's term will coincide with his/her respective tenure in that position. Membership on the board of directors by a member of the state board of regents of the state of iowa or a designee thereof may serve at the discretion of the state board of regents and shall be initiated and terminated by action of the state board of regents. The other persons who shall be eligible to serve on the corporation's board of directors shall be the officers of the university of iowa and the members of those officer's administrative and executive staffs and such other persons as the president shall deem appropriate, however, at all times the majority of the directors shall be officers of the university of iowa and the members of those officer's administrative and executive staffs.”

“Any director, by notice in writing to the board of directors, may resign. Any director may be removed from office for a good cause upon the affirmative vote of at least two-thirds (2/3) of the directors present at a meeting where a quorum of directors exists except that no vote of directors is required if removal is made by the university of iowa president as set forth in paragraph 4 above. Upon request by the director subject to the removal action, a hearing shall be held at said meeting prior to the voting of directors but only when a vote of directors is required.”

“The form 990 is prepared by an independent accounting firm. A prelimnary draft of the form 990 is provided to uirf for detail review. After it is reviewed and updated, the form 990 is provided to the entire board at least one week prior to signature and filing. The treasurer of the board performs the final review and signs the form 990.”

“A conflict of interest questionnaire is completed and signed by each board member annually. During the procurement process uirf pays special attention to identifying any potential conflicts of interests and subjects itself to the university of iowa's policy, procedure and disclosure requirements. The selection of licensees is another area where conflicts could potentially arise so uirf follows reporting procedures and has daily discussions with the executive director to help identify any potential conflicts. Conflict of interest vendors require additional review and approval with ui accounts payable before any payment is made.”

“Board members are not compensated for their service as board members of uirf, all compensation being disclosed as paid by uirf or a related party is in the capacity as an employee not a board member. The executive director is an employee of the university of iowa and all hiring and salary procedures are governed by the university of iowa human resource policies. Under ui policy, hiring decisions require independent approval by the office of equal opportunity and diversity, salary proposals must be within university compensation plan market ranges for the position, and compensation offers require approval by the ui organization level human resources department. The university compensation plan is refreshed each year following an analysis of the most recent market data. Salary survey data is drawn from different geographical markets and business sectors for benchmark jobs to determine whether a change needs to be made in any market range and median zone in order to remain competitive for the recruitment and retention of university staff. Market data for seventy additional benchmark jobs were utilized in the most current analysis, with all benchmark jobs representing approximately 75% of the professional and scientific staff. Because salary markets for the variety of university jobs will change at different rates, the changes resulting from the annual survey analysis will also vary between levels and pay structures. Salary increases for non-bargaining p&s staff should reward performance and address any competitive market conditions. The practices described below are in accordance with p&s compensation practices. The fy25 p&s salary scales have been recalibrated based on market data, and midpoints have increased an average of approximately 3%. The july 1 rates are available on the pay plans directory. (https://hr.uiowa.edu/pay/pay-plans). All key employees are employees of the university of iowa and all hiring and salary procedures are governed by the university of iowa human resource policies. Under ui policy, hiring decisions require independent approval by the office of equal opportunity and diversity, salary proposals must be within university compensation plan market ranges for the position, and compensation offers require approval by the ui organization level human resources department. (http://hr.uiowa.edu/dept-comp-class/practices) the university compensation plan is refreshed each year following an analysis of the most recent market data.”

“The governing documents, conflict of interest policy, and financial statements are available upon request.”

“2a reimbursed patent acquisition costs 2b license, sublicense, & milestone fee”

“As part of the audit conducted for the organization a fin 48 (asc 740) analysis is completed. It was determined that no uncertain tax position existed and as such there is no footnote in the financial statements that discusses fin 48 (asc 740).”

“No change from prior year.”