Virginia Tech Real Estate Fdn

“Part iii, line 1 virginia tech real estate foundation, inc. (vtref) was organized solely for the benefit of the virginia polytechnic institute and state university (university) and virginia tech foundation, inc. Vtref is to engage in any and all matters pertaining to certain real property for the benefit of the university. Effective march 30, 1993 vtref incorporated a wholly-owned subsidiary, h.r. Foundation, inc.(hrf). Hrf was organized solely to engage in any and all activities incident to the ownership, development, and operation of the hotel roanoke property in support of the university.”

“Part vi, lines 6 and 7a according to the organization's articles of incorporation, articles v and vi, 6.1(ii), the sole member of the organization shall be virginia tech foundation, inc., and the board of directors shall be elected by the sole member, virginia tech foundation, inc.”

“Part vi, line 11b management and the foundation accounting staff provide the necessary financial and other information to the foundation's independent third party tax consultants, kpmg llp. The tax consultants review and compile the information into the 990 form and provide a draft to management. Management and the associate vice president and controller perform a detailed review of the form prior to forwarding it to the ceo for review. The ceo then reviews the forms. Any issues after these reviews are communicated back to the third party tax consultants. Any issues are corrected and addressed by both parties. Two weeks prior to the filing deadline the forms are mailed to all members of the foundation board of directors. If there are no comments or issues that could not be resolved, the chief executive officer then signs the transmittal form to permit the electronic filing, as required by the irs, on behalf of the foundation. Disclosure of the 990 will be made in full compliance with the requirements established by the irs.”

“Part vi, line 12c the virginia tech foundation, inc. Has adopted a conflict of interest policy that requires each member (foundation board of directors, officers, and key employees (responsible persons)) to complete an annual statement setting forth any and all potential and actual conflicts of interest that occurred during the past fiscal year. In addition to the statement an annual compliance questionnaire must be completed and submitted by each member. Also, if a conflict should arise that was not previously disclosed in the annual statement or the questionnaire, a statement must be submitted to the virginia tech foundation disclosing the facts of the situation. The compensation committee of the foundation reviews the questionnaires and statements and will determine if a conflict does actually exist. The compensation committee shall determine whether to authorize, approve, or ratify the arrangement/transaction based solely on whether it is in the best interests of the foundation in performing its mission. Virginia tech real estate foundation follows the virginia tech foundation conflict of interest policy.”

“Part vi, line 15a board of directors directors receive no compensation for service to the foundation. Officers - executive vice presidents executive vice presidents of the foundation are the university's vice president for advancement, and chief financial officer. These positions are employed by and funded 100% by the university and their salaries and benefits are approved by the university's board of visitors based upon recommendation by the university president. The university utilizes various higher education salary studies and data from peer institutions in establishing salaries and benefits for these positions. Officer-chief executive officer and secretary/treasurer salary and benefits for the chief executive officer and secretary/treasurer are recommended by the university president and approved by the foundation's compensation committee. Comparative salary and benefits information is provided to the committee for its consideration in making salary adjustments and establishing benefit programs. Professional and classifed staff it is the foundation's policy to provide salary and benefits as close as practicable to those provided to university employees. Professional and classified staff salaries are approved by the chief executive officer and secretary/treasurer and included in the board approved annual operating budget. Comparative data including university averages for similar positions is used in establishing and adjusting salaries. Merit adjustments mirror the university approved merit adjustments each year.”

“Part vi, line 19 the foundation does not make its governing documents, conflict of interest policy or financial statements available to the public. Any such requests would be considered on a case by case basis.”

“Part xi, line 9 loan to virginia tech foundation ..................1,600,000. Distribution to virginia tech foundation ..........($456,336). Total: $1,143,664.”