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.”

“A draft of the form 990 was provided to the foundation's treasurer, vp of the foundation, and controller for a detail review after all changes were made and questions answered. A final copy of the form 990 was then reviewed and approved 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.”

“To secure, receive and manage planned gifts on behalf of public charities including university of northwestern - st. Paul.”

“Other professional fees: program service expenses 12,455. Management and general expenses 12,455. Fundraising expenses 0. Total expenses 24,910. Intercompany service fees: program service expenses 71,500. Management and general expenses 71,500. Fundraising expenses 0. Total expenses 143,000. Consulting: program service expenses 500. Management and general expenses 500. Fundraising expenses 0. Total expenses 1,000.”

“Change in value of split interest agreements -34,164. Refund of prior contribution through a legal proceeding -1,000,000.”