University Corporation for Advanced Internet Development

“The Corporation has four classes of voting membership: University, Network, Affiliate and Industry.”

“Each voting member in good standing is entitled to one vote for the election of trustees and committees of the board of trustees.”

“In addition to providing the voting members the right to vote for the election of trustees of the Corporation's Board, the bylaws also require voting member approval for any amendment to the bylaws that: (a) provides that some of the voting members have different rights from other voting members; (b) relates to the termination or suspension of voting members' rights; (c) requires cause or changes the definition of cause with respect to the removal of a trustee elected by the voting members; (d) relates to the levying of dues or assessments on the voting members; or (e) relates to the dissolution of the Corporation.”

“The Board of Trustees and Officers of Internet2 review the Form 990 prior to filing.”

“All staff are trained and indoctrinated upon joining the organization. All board members must agree to and sign a conflict of interest statement when installed in their positions. The individuals covered by the conflict of interest policy are required to disclose any potential conflicts annually.”

“The process for determining compensation of the organization's CEO, Officers and some key employees is led by the Board's Compensation Committee; the members of the Board involved on this committee are all outside members. The Corporate Secretary and/or HR department periodically conducts a salary benchmarking study for each position based on duties, industry, and area of the country and provides the findings to the Board Compensation Committee Chair. The CEO and other top executives have established goals for each year. A formal review of those goals is conducted annually, by the Board for the CEO and by the CEO for the other executives. This part of the process identifies another factor for determining appropriate pay changes, in addition to the salary benchmarking data. The Compensation Committee makes compensation decisions for the CEO and reports the details to the Corporate Secretary and/or the HR department. The CEO provides recommended compensation for the other executives, which must be approved by the Compensation Committee. The committee provides their response to the CEO, who then informs the HR department. These written approvals are obtained prior to implementing any compensation changes.”

“A copy of the governing documents, conflict of interest policy and financial statements are available upon request for the same period of disclosure as set forth in IRC Section 6104(d).”

“Rescinded Grant 2,189.”