Iowa State University Foundation

“As of the effective date of the Amended and Restated Bylaws, the Corporation has members which are known as the "Iowa State University Foundation Governors." Each member shall serve until death or until resignation or removal pursuant to the Amended and Restated Bylaws. Additional persons may become members upon nomination by another member, followed by recommendation by the Governor Membership Committee, approval by the board of directors and election by the Corporation's members at any annual or special meeting. The affairs and business of the Corporation shall be conducted by a board of directors.”

“The board of directors is composed of up to twenty (20) directors allocated among four classes of directors. A) Class A directors shall be between ten (10) and twelve (12) in number, and shall be elected from and by the members of the corporation upon nomination by the board governance committee and approval by the board of directors. The term of each Class A director shall commence with the start of the Corporation's fiscal year immediately following such director's election and shall continue until the expiration of the fourth fiscal year thereafter, provided, however, that any director elected to fill a vacancy shall serve for the remainder of the vacated term. Each Class A director may serve up to two (2) terms, which may be consecutive. B) Class B directors 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, (IV) Investment Committee, and (V) Board Governance Committee. Class B directors shall serve for the duration of their qualifying chairship. C) The corporation shall have one (1) Class C 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) The corporation may have up to two (2) Class D directors, who may or may not be members of the corporation, appointed by the Board of Directors at a regular or special meeting. The term of each Class D director shall be designated by the board of directors upon such appointment. Appointment of Class D directors, if any, shall be within the discretion of the board.”

“Each active 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 Controller and the Chief Financial and Administrative Officer. After incorporating any changes and completing their review, KPMG provides a final draft for presentation to the ISU Foundation audit committee for review and approval. After approval by the 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 board 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, 4) Compensation surveys completed annually, and 5) 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 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.”

“As a land-grant university, Iowa State is committed to the mission of providing opportunities for students of all backgrounds to access and obtain a high-quality college education. On July 1, 2012, the Iowa State University Foundation launched Forever True, For Iowa State, an eight-year campaign with a goal to raise $1.1 billion, which supports the University's vision to make Iowa State the premier land-grant university for the 21st Century. Campaign priorities include funding for research, faculty, student scholarship, new facilities and innovative programming, among others. Funds raised during this campaign have the potential to truly transform the university. As of October 2018, the campaign goal of $1.1 billion was surpassed and the campaign was extended to June 30, 2021 with a new goal of $1.5 billion. As of June 30, 2019, campaign support has surpassed $1.2 billion. Form 990 Part VI Line 4 The Sixth Amended and Restated Bylaws were adopted by Iowa State University Foundation on April 26, 2019. The adopted bylaws included the following changes: 1) Increased the number of the board of directors to up to twenty directors. Prior to April 26, 2019, the bylaws allowed up to nineteen directors. The adopted bylaws state, "The affairs of this Corporation shall be conducted by a board of directors composed of up to twenty (20) directors allocated among the following four classes of directors." 2) Added one committee chair to Class B directors. Prior to April 26, 2019, Class B directors were made up of chairs of four committees. The adopted bylaws state, "Class B directors 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 chair of one of the following committees of the board: (i) Audit Committee; (ii) Development Committee (or Campaign Committee); (iii) Finance Committee; (iv) Investment Committee; and (v) Board Governance Committee." 3) The secretary of the board now serves as the chair of the newly created Governor Membership Committee. Prior to April 26, 2019, there was no Governor Membership Committee. The adopted bylaws state, "The secretary shall take and preserve the minutes of all meetings of the members and the board of directors, shall serve as chair of the Governor Membership Committee, and shall perform such other duties as the board of directors may direct." "The Governor Membership Committee shall assist the board of directors by nominating members of the Corporation and assisting staff to develop and deliver educational content to the Corporation's membership. The chair of the Governor Membership Committee shall be the individual then-serving as secretary of the board of directors. The remaining membership of the Governor Membership Committee shall be recommended by the president and approved by the board of directors." 4) The vice chair of the board now serves as the chair of the newly created Staff Talent Committee. Prior to April 26, 2019, there was no Staff Talent Committee. The adopted bylaws state, "The Staff Talent Committee shall assist the board with responsibilities related to talent management and serve as the Corporation's compensation committee. The chair of the Staff Talent Committee shall be the individual then-serving as vice chair of the board of directors. The remaining membership of the Staff Talent Committee shall be comprised of then-serving directors of the Corporation recommended by the chair of the board and approved by the board of directors." Staff Talent Committee shall be comprised of then-serving directors of the Corporation recommended by the chair of the board and approved by the board of directors."”

“The Foundation received a donation of a boat from an estate corpus during the tax year. Since no income tax charitable contribution deduction could be taken by the estate, with respect to the gift, the Foundation did not file a Form 1098-C.”