Long Beach State Foundation

“The board shall create the standing committees provided in this article, and may appoint one or more other standing or special committees, each consisting of two or more voting directors, and delegate to such committees any of the authority of the board except with respect to: a. The filling of vacancies on the board or on any committee; b. The amendment or repeal of bylaws or the adoption of any new bylaws; c. The amendment or repeal of any resolution of the board which by its express terms is not so amendable or repealable; d. The appointment of other committees of the board or the members thereof; or e. The validation of any self-dealing transaction, as such transactions are defined in section 5233(a) of the california nonprofit public benefit corporation law, consistent with california education code sections 89906, 89907 and 89908. When it is not convenient for the board of directors to act by special meeting, the executive committee shall have and exercise the authority of the board in the management of the corporation, except the power and authority to adopt, amend or repeal these bylaws, or such other powers as may be prohibited by law, by the articles of incorporation or by these bylaws. The executive committee shall have such additional powers as the board of directors shall from time to time prescribe or direct by resolution; provided, however, the executive committee may not authorize a routine expenditure of more than $75,000 without the prior approval of the board of directors. Emergency expenditures in excess of this amount may be authorized by the executive committee, but with notification to the board as soon is reasonable following the approval.”

“The articles of incorporation of the corporation may be amended only by resolution of the board of directors adopted by the majority vote of the voting members of the board of directors with the written consent of the president of csulb. Additionally, ex-officio directors holding university positions may be removed only by action of the university president.”

“The form 990 is prepared by the organization's outside public accounting firm based on information provided by management. Once a draft of the return is available, the form 990 is reviewed by the university controller and revisions are suggested to the public accounting firm. A revised draft of the return is presented and provided to the board members at the first formal board meeting following the completion of the return. The form 990 is reviewed and approved prior to submitting to the irs.”

“The organization maintains a conflict of interests policy for directors, officers, employees, volunteers or designated agents or other representatives. Each covered person shall initially and annually thereafter receive, review, complete, sign, and return a related party questionnaire and conflict of interest certification. The organization encourages the prompt disclosure of any such conflict, real or perceived, to the ceo for review and determination. Monitoring is performed regularly by the officers to identify potential conflicts of interest. Any question of a conflict is addressed with the interested person, who is required to disclose the existence of any financial interest and be afforded the opportunity to disclose all material facts to the board and executive director. If a conflict of interest is identified, the appropriate action is taken, including limitations to the individual's influence on related business matters. In the case of the ceo, disclosure shall be made to the board chair for review and determination consistent with this policy statement.”

“The form 990, financial statements, conflict of interest policy, and governing documents are posted to the organization's website.”

“While the california state university, long beach ("university") and the california state university, long beach 49ers foundation ("foundation") do not meet the definition of controlled entities as outlined in the irs instructions per schedule r, and by extension do not meet the definition of related entities, the university and foundation felt the presentation of compensation for university board members would be more accurately presented in part vii, section a, columns e-f, as compared to the irs instructions to list university compensation from an unrelated organization in part vii, section a, columns d. All compensation is paid for by the university and the foundation does not provide compensation for any university management, faculty or staff.”

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