Iowa State University Foundation

“The members of the corporation shall be members as of the effective date of the current Amended and Restated Articles of Incorporation of the ISU Foundation. Upon nomination by the governance committee, additional persons may be elected to serve as a member at any annual or special meetings of the corporation. Per the Articles, the affairs and business of the corporation shall be conducted by a board of directors.”

“The board of directors is composed of up to nineteen directors allocated among four classes of directors. A) Class A directors shall be between 10-12 in number, and shall be elected from and by the members of the corporation upon nomination by the governance committee. Each Class A director shall serve a term of the greater of four years or until their successor is elected and qualified. Each Class A director may serve up to two (2) terms, which may be consecutive. B) Class B directors shall be no more than four (4) in number, and shall consist of those individuals who are members of the corporation who are not then currently serving as Class A directors, but who are nevertheless nominated by the Chair and selected by the Board to serve as a chair of one of the following committees of the board, (I) Audit Committee, (II) Development Committee (or Campaign Committee), (III) Finance Committee, and (IV) Investment Committee. Class B directors shall serve for the duration of their chairship. C) Class C shall be compromised of one (1) director who shall be the individual then serving as President or Interim President of Iowa State University. The Class C director shall serve for the duration of his or her tenure as President or Interim President of Iowa State University. D) Class D shall be comprised of no more than two (2) additional directors appointed by the Board of Directors at a regular or special meeting. Class D directors shall serve a term of the greater of the period selected by the Board of Directors upon such appointment or until their successor is selected and qualified. Appointment of Class D directors, if any, shall be within the discretion of the board.”

“Each member of the corporation present shall be entitled to one vote on any question properly coming before the members at an annual or special meeting. While the affairs and business of the corporation are directed to and conducted by the board of directors, the members of the corporation shall be responsible for approval of Class A directors and any amendments to the Articles of Incorporation.”

“The information for Form 990 is prepared and compiled by the finance staff of the Iowa State University Foundation and provided to KPMG LLP. After inputting the data into their tax software, an initial draft of the Form 990 is provided to the Foundation for review by the assistant Vice President and Controller and the Senior Vice President of Finance and Operations. After incorporating any changes and completing their review, KPMG provides a final draft for presentation to the ISU Foundation Audit Committee. The Form 990 is provided to the ISU Foundation Board of Directors for their review prior to filing. The Form 990 is then electronically filed with the IRS by KPMG.”

“The Iowa State University Foundation, on an annual basis, provides a copy of the conflict of interest policy to all responsible persons, including the Board of Directors, committee members, and all employees who influence the actions of the ISU Foundation. Responsible persons are asked to review the policy and disclose any conflicts of interest as outlined in the policy on an annual basis. Disclosed conflicts are reviewed by the governance committee and are handled on an individual basis. Completed disclosure forms are retained in the Foundation's permanent file.”

“Any change to compensation for the President of the Iowa State University Foundation is authorized by the executive committee of the Board of Directors, acting as the entity's compensation committee. The President's compensation is determined by the executive committee based upon the recommendation of the Chair. The Chair's recommendation is based on 1) Gathering information regarding compensation being paid to persons in comparable positions around the country (prepared by the Human Resources Administrator), 2) Soliciting a self-evaluation from the President, together with evaluations from anyone else the Chair deems appropriate, 3) Conducting a performance review with the President and establishing new objectives for the year, and 4) Evaluating with other members of the committee the performance in light of the objectives established at the beginning of the year. Compensation related to the senior leadership team is determined by the President of the Foundation, who is also advised by Board members in regards to qualification standards. Compensation information for the President and the Foundation leadership is shared with the Board of Directors.”

“Because of its participation in various investments that require the execution of limited partnership agreements (see Schedule D, part VII), the ISU Foundation answers "yes" to Line 16a. However, as Line 16b relates to a true joint venture arrangement whereby the organization negotiates with other members of the venture (in contrast to the Foundation's passive investment approach), this line is answered "no".”

“Copies of all of the ISU Foundation's governing documents and conflict of interest policy can be requested through the ISU Foundation office. The financial statements and tax returns for the past three years are also provided on the ISU Foundation's website.”