Ulh Inc

“The executive committee may have and may exercise all of the authority of the board, but may not have the authority of the board in reference to amending, altering, or repealing the organization's by-laws; electing, altering or removing any member of the executive committee itself nor any director or officer of the organization; amending or restating the articles of incorporation; adopting a plan of merger, or adopting a plan of consolidation, with another corporation; authorizing the sale, lease, exchange or mortgage of substantially all of the property and assets of the organization; authorizing the voluntary dissolution of the organization or revoking proceedings therefore; adopting a plan for the distribution of the assets of the organization or amending, altering, or repealing any resolution of the board which by its terms provides that it shall not be amended, altered or repealed by such committee; or doing any other act forbidden by law or by the articles of incorporation.”

“The return is first reviewed by university of louisville foundation, inc. (foundation) staff including the tax manager, director of accounting, senior financial consultant, and interim executive director & chief operating officer. The full board of directors received the return prior to filing and were invited to attend 990 workshops. These workshops provided an opportunity for review of the 990, questions, answers, and explanations of the form.”

“Before any meeting of the board of directors (or a committee of the board), an agenda is circulated to each member with descriptions of the action items. This allows sufficient time for any board member to alert the board about a potential conflict of interest. When an item is presented to the board of directors (or a committee of the board) for action, the board member will disclose his or her possible conflict of interest and must recuse himself or herself from voting. The board member also avoids participating in any decision or advocating for any decision of the board. In some circumstances, such as when the conflict of the board member places the board member in competition with the university, the board member will leave the board meeting during discussion or update on the action. A conflict of interest questionnaire is given annually to all board members and officers. Since september 2017, board/committee chairs have stated the following at the beginning of each meeting: as chair it is my responsibility to remind all members of the board of their responsibility to avoid conflicts of interest and even appearances of conflicts of interest. Each member has received the agenda and related information for this board meeting. If any board members knows of any conflicts of interest or appearance of conflicts of interest with respect to any matter coming before the board at this meeting today, please identify the conflict or appearance of conflict at this time.”

“The organization does not compensate the coo or officers. The coo is compensated by a related organization.”

“The organization makes these documents available upon request.”

“The organization utilizes the university of louisville foundation, inc.'s conflict of interest, whistleblower, and document retention and destruction policies.”

“The organization's activities are consolidated with the university of louisville foundation, inc. (foundation). An audit of the consolidated financial statements of university of louisville foundation, inc. And its affiliates, as well as an audit of the organization, is performed by an independent firm. The audits are approved by the foundation's audit committee and reviewed by the foundation's finance committee and board of directors.”