University of Illinois Foundation

“Standing Committees: Appointments to standing committees shall be made by the LDC and approved by Board of Directors in accordance with Article IV, Section 11 herein. There shall be at least five Governing Directors on each standing committee, unless otherwise set forth below. In addition, a majority of the membership of each standing committee shall be comprised of Governing Directors. Each Governing Director shall have a vote and count toward a quorum on standing committees. Unless otherwise provided by resolution of the Board of Directors, a majority of the Governing Directors comprising a standing committee shall constitute a quorum, and the act of a majority of the Governing Directors comprising a standing committee shall be an act of the committee. The standing committees may meet through virtual attendance or other communication equipment by means of which all committee members participating in the meeting can communicate with each other. An Executive Committee which shall have and exercise all of the powers of the Board of Directors while the Board of Directors is not in meeting, subject to any statutory, Bylaws, or Board-imposed limitations on the Committee's action. A written report of the action taken by the Executive Committee shall be made at the next meeting of the Board of Directors.”

“Article II * Only one class of members, Foundation Members. Removed reference to Honorary Members and Foundation Life Members. Article III * Location of any special meeting set by authority calling the special meeting. * Method of sending notice of meetings now includes electronic means. * Timeframe to send notice is now not less than 20, not more than 30 days. Article IV * Leave of absence of Governing Director may include temporary suspension of the accrual of the Governing Director's term. * Governing Director may resign by providing written notice to Board of Directors, Chair of the Board of Directors, President of the Foundation, or the Secretary. * All Committees are now classified as "standing committees" to avoid duplication and create consistency. Term limits, membership, etc., are addressed in respective Committee charters. * Committees may meet through virtual attendance or other means by which all members can participate. * Leadership Development Committee shall recommend appointments of Governing Directors to the various standing committees, as well as extensions of committee term limit as circumstances warrant. * All Committees shall have at least 5 Governing Directors as members, except the Leadership Development Committee, which shall have 4. * President of University will also be an ex officio members of Compensation Subcommittee. Article V * Chair-Elect shall be elected at least one year prior to the expiration of the term of the current Chair. * Contracts shall be executed by Chair of the Board of Directors or the President and attested by the Secretary or Assistant Secretary. * Additional signing authority may be granted by the Board of Directors via written resolution. * President authorized to carry out the day-to-day operations and management decisions of the Foundation. * Signature authority now controlled by resolution. Article VII * Notice of any proposed amendments given at least 10 days before any vote on such amendments. Article X * Indemnification of Directors and Officers now includes attorneys fees, and includes limitations of self-insurance plan contracted with University.”

“Foundation Members have an ongoing engagement with the University characterized by extraordinary financial support, advocacy and involvement. Foundation Members shall be elected by the Board of Directors as hereinafter provided. Foundation Members shall be encouraged to attend the Foundation's annual meeting and shall be eligible to serve on Board committees without voting privileges and without counting toward a quorum. The Membership and Governance Committee shall at least annually report to the Chair of the Board of Directors of the Foundation the names of its nominees to be Foundation Members. Foundation Members shall be elected by majority vote of the Board of Directors. No person shall be eligible for election for membership until he or she has been nominated according to the process outlined above. Each Foundation Member shall be entitled to one vote on any matter submitted to a vote of the members or required by law to be voted on by the members. Each Foundation Member shall serve until such individual resigns or is removed as a member by majority vote of the Board of Directors for any reason. In addition, any Foundation Member who fails to meet the requirements of membership as outlined by the Foundation Membership Program, as it may exist and be amended from time to time, is deemed to have resigned as a Foundation Member, absent good cause shown and approved by a majority vote of the Board of Directors. For good cause to be shown, the Membership and Governance Committee shall first review the matter and make a recommendation to the Board of Directors as to whether good cause has been shown. Any Foundation Member may resign by filing a written resignation with the Secretary. Membership in the Foundation is not transferable or assignable. Members have no rights to receive distributions of income or assets from the organization.”

“Election of Governing Directors: The Board of Directors shall meet at least annually to elect Governing Directors, each of whom shall serve for a term of three (3) years. No Governing Director shall serve more than four (4) three-year terms. Notwithstanding the foregoing, a Governing Director's term shall be extended by the Board of Directors for an appropriate period beyond four (4) three-year terms if the Governing Director is serving as the Board Chair, Board Chair-Elect, or Immediate Past Board Chair at the time their term would otherwise expire. In addition, the Board of Directors may, in special circumstances, by majority vote permit Governing Directors to have a leave of absence which may include temporary suspension of the accrual of their term. The Membership and Governance Committee shall nominate persons for election to the Board of Directors as Governing Directors. Nominees are not required to be members of the Foundation and shall be presented by the Membership and Governance Committee to the Board of Directors prior to the Board meeting at which the nominees will be considered for election as Governing Directors. The Membership and Governance Committee shall also evaluate Governing Directors whose three-year terms have expired, and provide orientation for new Governing Directors.”

“The form is sent to accounting firm Ernst & Young for their review of the information. After review, the information is shared with the Board of Directors and the form is reviewed and discussed in detail with the Audit Committee of the Board of Directors. After this review, Ernst & Young signs as paid preparer and the form is filed.”

“The Foundation adopted and abides by a conflicts of interest policy to protect the Foundation's interest when it is contemplating entering into a transaction, arrangement, or operating practice that might benefit the private interest of a director as defined in the bylaws, or an officer, member of a Board of Directors committee, or key employee of the Foundation. The conflicts of interest policy is intended to supplement, but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and tax-exempt organizations. The conflict of interest disclosure form is sent out each year to every member of the Board of Directors, including officers, Board committee members, and key employees. After the forms are completed, any reported items are summarized by the General Counsel and sent to every member of the Audit Committee for review. The members of the Audit Committee determine if any conflicts exist. Any questions or further research required is done by legal counsel who reviews the summary sent to the Audit Committee and then confers with the Audit Committee chair. A summary of the review and its conclusions is then given at the next Audit Committee meeting. Directors or Officers who have declared a conflict of interest, or who have been found to have a conflict of interest, shall refrain from participating in consideration of proposed transactions unless the Board or Foundation President requests information or interpretation for special reasons. Should a conflict of interest matter require an Executive Committee or Board vote to resolve, those concerned shall not be present at the time of the vote.”

“The Compensation Sub-committee (committee) uses comparability data that is prepared by or commented upon by a competent professional. The data reflects similar organizations and/or entities from which the Foundation may attract executive talent and provides compensation levels paid by similarly situated organizations for functionally comparable positions. The President of the Foundation may assume the task of collecting the data and using it, along with a Foundation philosophy/strategy regarding compensation, to make recommendations to be approved by the committee for compensation packages of any disqualified person except him/herself. The committee should review the information presented, consider the recommendation of the President and debate the issues of compensation for each individual openly and should, thereafter, make a decision by voting. The committee reviews compensation of all disqualified persons including all employees who have substantial influence over the affairs of the organization. Substantial influence is defined as having ultimate responsibility for implementing the decisions of the governing body or for supervising the management, administration, or operation of the organization. These positions include the President/CEO, Senior Vice President(s), employed Secretary and Assistant Secretaries, Treasurer, Chief Investment Officer, Controller, employed Assistant Treasurer(s), and any person who manages a discreet segment or activity of the organization that represents a substantial portion of the activities, assets, income, or expenses of the organization. This process in undertaken for each position on an annual basis.”

“The governing documents, conflict of interest policy, and financial statements are made available to the public by accessing our website or upon request.”

“The compensation amounts listed for firms Berglund Construction Company and Wight Construction Services, Inc. include expense reimbursements and materials cost.”

“Other Revenue - Total Revenue: 27860, Related or Exempt Function Revenue: 27860, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“The Board of Directors shall elect from its own body an Executive Committee of five (5) or more Governing Directors which shall have and exercise all of the powers of the Board of Directors while the Board of Directors is not in meeting. The Chair of the Board of Directors shall serve as chair and shall be an ex officio voting member of the Executive Committee and count toward a quorum. The Immediate Past Board Chair and the Chair-Elect of the Board shall be ex officio voting members of the Executive Committee and count toward a quorum. The Chair-Elect of the Board shall serve as vice-chair of the Executive Committee. The President of the Foundation shall be an ex officio non-voting member of the Executive Committee and shall not count toward a quorum. Unless otherwise provided by resolution of the Board of Directors, a majority of the voting members of the Executive Committee shall constitute a quorum, and the act of a majority of the voting members of the Executive Committee shall be the act of the Executive Committee. Each member of the Executive Committee shall continue as such until a successor is appointed, unless such member shall be sooner removed from such Executive Committee, or unless such member shall cease to qualify as a member thereof. The Board of Directors may appoint Life Directors to the Executive Committee without a vote and without counting toward a quorum. However, the majority of the membership of the Executive Committee shall always be comprised of Governing Directors. The Executive Committee may meet through the use of a conference telephone or other communication equipment by means of which all Committee members participating in the meeting can communicate with each other. Action taken by the Executive Committee shall be made a matter of record and the Secretary of the Foundation shall serve ex officio as Secretary of the Executive Committee. A written report of the action taken by the Executive Committee shall be made at the next meeting of the Board of Directors.”

“Actuarial adjustment - -15302911;”

“This number represents the number of Foundation Members. Foundation Members have an ongoing engagement with the University characterized by extraordinary financial support, advocacy, and involvement.”