Kansas State University Foundation

“The bylaws were amended to allow for the annual meeting of the members to be held by means of remote communication as permitted by k.s.a. 17-6501(a)(2). Further amended to authorize any action required or permitted to be taken at the annual meeting of the board of trustees to be taken without a vote if consents setting forth the action taken are signed, executed and delivered as set forth in k.s.a. 17-6518. Consent or consents given by electronic transmission may be delivered to the principal place of business or to an officer of the foundation .”

“Members of the kansas state university foundation include alumni and friends of kansas state university with a demonstrated record of dedication and/or contribution to the well-being and development of kansas state university. These individuals are elected to the board of trustees of the kansas state university foundation by current members of the board of trustees (a maximum of 500 members is provided for in the bylaws). Serving as a member of the board of trustees is more than honorary, it encourages active participation in a variety of activities contributing to the educational and financial success of the university and the foundation. However, members of the board of trustees shall not have any fiduciary duty to the foundation or the other members. The members have the right to elect members of the board of directors. The members are not entitled to receive a share of kansas state university's net assets upon dissolution.”

“The board of trustees elect from its membership, up to 14 persons to serve on the board of directors, which shall be a separate and distinct body from the board of trustees. The chief executive officer of the alumni association board of directors (or designate), makes up the 15th member to the board of directors. The management, control and supervision of the business and affairs of the foundation shall be vested in the board of directors.”

“The bylaws for the foundation may be amended by (i) a two-thirds (2/3) vote of those members present and entitled to vote at any annual or duly called special meeting of the board of trustees, provided the proposed amendments have been submitted to the members at least thirty (30) days prior to such meeting; or (ii) a majority vote of those directors present and entitled to vote at any meeting of the board of directors. Otherwise, no decisions of the board of directors are subject to approval by the board of trustees (members).”

“The irs form 990 is prepared by the sr. Director of compliance services of the kansas state university foundation. The form 990 is then reviewed by an independent accounting firm. Any questions or concerns that the independent accountant has are addressed and any corrections or clarifications that need to be made are made. The completed draft of the return is then reviewed by the foundation's sr. Vice-president, operations and finance. Once all reviews are completed, the final return is provided to all members of the board of directors prior to filing the return with the irs. The return is filed electronically with the irs.”

“Annually, members of the board of directors, officers of the foundation, members of any foundation committee with board-delegated powers, and key employees must complete the conflict of interest statement. Any potential conflicts that are disclosed on the completed statement are discussed at a board of directors meeting. It is the responsibility of each person who is required to complete the questionnaire to notify the chairman of the board of directors as soon as any potential conflict of interest measure, contract, resolution, grant, or other transaction occurs. The following procedures are required for board action when a conflict of interest exists; the interested person may make a presentation at a board meeting, but after must leave the meeting during the vote on the transaction; the board may appoint a disinterested person or committee to investigate alternatives; the board shall determine by a majority vote of disinterested members whether the transaction is in the foundation's best interest; the board will follow all conflicts of interest laws to the extent they apply to the board.”

“Annually, the compensation committee of the kansas state university foundation will follow the rebuttable presumption procedure when determining and approving the compensation of the ceo. Contemporaneous minutes are maintained.”

“Annually, the compensation committee of the kansas state university foundation will follow the rebuttable presumption procedure when determining and approving the compensation of the vp of investments/cio. Contemporaneous minutes are maintained.”

“The kansas state university foundation makes its governing documents, conflict of interest policy and financial statements available to the public on its website at www.ksufoundation.org”