University of Minnesota Alumni

“Executive and executive compensation committee. The executive and executive compensation committee shall be chaired by the board chair, and shall consist of the chair, the chair-elect, the vice chair, the secretary, the treasurer, the past chair, and the president of the university of minnesota (or designee if the president of the university of minnesota so delegates and so notifies the chair or the board of the association in writing). The chief executive officer shall be a non-voting member of the committee. The committee shall act only during intervals between meetings of the board of directors and shall at all times be subject to the control and direction of the board of directors. During such intervals and subject to such control and direction, the committee shall have and may exercise all of the authority and powers of the board of directors in the management of the affairs of the association, subject to such limitations as the board of directors may impose. The committee shall keep regular minutes of its proceedings and report the same to the board of directors.”

“Bylaws were updated to expand board by one member to 31, to include a director from rochester campus. Additionally, bylaws were updated to provide flexibility for the president and ceo to set membership dues and types (rather than the board of directors), as long as such changes would not fundamentally change the membership program.”

“The association is an independent membership organization. Section 1. Classes of membership. There shall be two classes of membership in the association, regular and special, defined as follows: a. Regular membership (1) eligibility. A. A graduate or former student of the university of minnesota. A "former student" is anyone who has completed fifteen (15) credits; continuing education and extension work is included. B. A current student of the university of minnesota. C. A member of the board of regents or anyone who holds a faculty, staff, or administrative position at the university of minnesota. (2) privileges. Regular members shall be eligible for all rights and privileges as determined by the board of directors, excluding the right to amend the corporation's articles and bylaws, but including the right to serve on the board of directors and vote at the annual and special meetings of the general membership. B. Special membership (1) types of special membership. A. Honorary member. Any individual who has rendered outstanding service to the university of minnesota and/or the umaa and is designated an honorary member by the board of directors. B. Friend of the university. Any individual who desires to affiliate with the association in the interest of advancing its designated goals and purposes. (2) privileges. Special members shall have the same rights and duties as regular members except a special member shall have no right to vote on any matter that comes before the general membership or to serve on the board of directors of the association. A special member may serve as a voting member of any committee.”

“The members vote to confirm the board of directors, which consists of the following: a. Three (3) appointed voting directors: (1) the chair; (2) the chair-elect; (3) the past chair. B. Seven (7) at-large directors, none designated for a specific group, elected by the general membership. C. Ten (10) directors representing board councils, elected by the general membership. D. Seven (7) voting ex-officio directors: (1) the president of the university of minnesota; (2) the president/ceo of the university of minnesota foundation; (3) the president/ceo of the university of minnesota alumni association; (4) one faculty representative appointed by the faculty consultative committee; (5) the athletic director of the university of minnesota; (6) one undergraduate student of the university of minnesota; (7) one graduate student of the university of minnesota. Ex-officio directors may designate an appropriate substitute subject to the approval of the nominating/board development committee.”

“The form 990 is prepared by an independent public accounting firm for internal review. The form is then reviewed and approved by the finance and audit committee before going to the full board of directors for approval prior to filing.”

“Each member of the board of directors and each employee completes a conflict of interest disclosure statement annually. Board officers and operating officers review the disclosure statements. When a conflict of interest is relevant to a matter requiring action by the board of directors or a board committee, the involved member shall notify the national chair, or, when the matter is before a board committee, the chair of the committee. The board or committee member with the conflict shall refrain from voting or otherwise attempting to exert any influence on the board or committee regarding the matter under consideration. The board or committee members will make a determination as to whether a conflict of interest exists. The minutes of the meeting of the board or committee shall reflect that the conflict of interest was disclosed and that the involved member did not participate in the vote.”

“In 2017, the following was established as the procedure regarding compensation: compensation of the chief executive officer is set by the executive and executive compensation committee. The executive and executive compensation committee shall establish compensation for the chief executive officer and approve the compensation recommended by the chief executive officer for the chief financial officer, or other officers in a position to exercise substantial influence over the association, that is fair and reasonable to the association. No person whose compensation is determined or approved by the committee shall be a voting member of the committee when establishing the compensation of the chief executive officer and approving the compensation of the chief financial officer, or other officer in a position to exercise substantial influence over the affairs of the association. The committee shall approve such compensation in advance of its payment, obtain and rely on appropriate data as to comparability (such as compensation surveys) prior to making its decision, document in writing the date and terms of the approved compensation arrangement, record in writing the decision made by each individual member of the committee who voted on the compensation arrangement, and document the basis for such decision.”

“Umaa makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“All staff of the university of minnesota alumni association are employees of the university of minnesota. The alumni association reimburses the university for wages and benefits allocable to time spent serving the alumni association, and reports these disbursements as wages and benefits expense on its own functional expense statement.”

“Neither the oversight nor the selection process of the independent accountant changed from the prior year.”