Northwestern Foundation

“The sole member of northwestern foundation is university of northwestern - st. Paul, a minnesota 501(c)(3) nonprofit organization.”

“The foundation's board of directors is elected by the board of directors of the sole member, university of northwestern - st. Paul. At all times, a majority of the foundation's board of directors must be comprised of individuals serving concurrently on the board of directors of university of northwestern - st. Paul.”

“The sole member has the power and right to approve or reject or consent with respect to the following matters: 1. Adoption and implementation of annual operating and capital budgets. 2. Capital expenditures in excess of $75,000. 3. Sale or transfer of assets other than in the ordinary course of business. 4. Incurrence of debt. 5. Compensation of officers. 6. Adoption and modification of employee benefit plans. 7. Appointment of the chief executive officer. 8. Amendment of the articles of incorporation or bylaws. 9. Approval of directors serving on the foundation's board of directors which are selected by the sole member with input from the foundation's board of directors. 10. Removal of directors on the foundation's board of directors. 11. Approval of investment policy statement (ips) that effectively supervises, monitors and evaluates foundation and university investment assets. 12. Final approval of the corporation's proposed strategic plans and any material modification to approved strategic plans. 13. All decisions related to the incurrence of liens, and/or indebtedness (including, without limitation, any capital leases). 14. Approval of the alienation, mortgage, pledge or encumbrance of any real estate owned by the corporation. 15. Approval of any sale, lease, exchange, or other disposition, of all or substantially all of the corporation's assets, or any acquisition, or merger or consolidation with any other person or entity. 16. Approval of any material transaction (e.g., a clinic acquisition), except to the extent that such transaction is specifically identified in a strategic plan approved by the sole member. 17. Approval of any proposed dissolution, liquidation and winding-up of the corporation. 18. Approval of the declaration by the corporation of any event of bankruptcy, insolvency or other application for judicial relief from creditors of the corporation. 19. Approval of any action that might jeopardize the tax-exempt status of the corporation and/or the sole member. 20. Approval of the creation of any organizational documents (and amendments thereto) for any subsidiary or affiliated entity, joint venture, affiliation or similar arrangement.”

“No committees have the authority to act on behalf of the board.”

“A draft of the form 990 was provided to the foundation's management team for a detail review after all changes were made and questions answered. A final copy of the form 990 was then reviewed by the board of trustees prior to filing with the irs.”

“Northwestern foundation's conflict of interest policy applies to all board members, officers and key employees. The board of directors sign a conflict of interest policy on an annual basis. For board members, the material facts as to a contract or transaction and as to the director's interest must be fully disclosed or known to the foundation's board of directors prior to approval of such contract or transaction, and the interested director may not be counted in determining the presence of a quorum and may not vote. If an employee has any influence over transactions, purchases, contracts, or leases involving a conflict of interest or if the employee's relationship with such organization could reasonably be perceived as conflicting with the interests of northwestern foundation, the employee is required to disclose the relationship to an officer as soon as possible so that safeguards can be established to protect all parties. All proceedings are documented in the meeting minutes.”

“The foundation makes its financial statements available to the public upon request. It does not make its governing documents or conflict of interest policy available to the public.”

“Other professional service fees: program service expenses 0. Management and general expenses 7,559. Fundraising expenses 0. Total expenses 7,559. Intercompany service fees: program service expenses 0. Management and general expenses 145,000. Fundraising expenses 0. Total expenses 145,000.”

“Change in value of split interest agreements 65,691.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”