University of South Florida Foundation Inc

“The usf foundation compensation committee reviewed the compensation provided by the usf foundation to usf staff along with market salary data to make a determination of reasonableness. The staff selected for review, as required by the internal revenue service, included officers or members of usf foundation board who receive compensation from the usf foundation, key employees and highest paid staff and have had changes in their compensation since their review in the prior year. The compensation committee also received the written opinion of an independent compensation consultant to aid in the determination of reasonableness. This compensation review is undertaken to obtain the benefit of the rebuttable presumption of reasonableness under the irs rules. The compensation committee must: * be composed entirely of individuals unrelated and not subject to the control of the individual's whose compensation is being reviewed; * obtain appropriate data as to the comparability of salary; and * document the basis for its determination that the individual's compensation is reasonable in light of that data. During the discussion of any individual's salary that individual must leave the room. The committee's conclusions are documented in the official minutes of the meeting. The compensation review occurs when new hires are made to key positions or when salary data is solicited from an independent consultant for market comparisons which may be annually or bi-annually. Salary information was reviewed in october 2023 for the following positions: * sr. Vice president, university advancement and ceo, usf foundation * vp/coo & general counsel * vice president/cfo * sr. Associate vp for development * vice president/executive director * associate vp, usf health development & aa * associate vp, athletics * associate vp, development * principal gift officer * sr. Director of development”

“Pursuant to Article III, Section 2 of the Foundation's Bylaws, the Executive and Governance Committee shall have and may exercise all powers and authority of the Foundation Board when the Board is not in session, subject only to such restrictions as the Board may from time to time specify. However, the Executive and Governance Committee shall not have authority to alter, amend or repeal the Articles of Incorporation or the Bylaws of the Foundation or to appoint or elect Members, except as provided in Article II, section 4(d). Article II, section 4(d) states that vacancies occurring during a term may be filled by the Chairperson of the Foundation Board for the balance of the Member's term with the approval of the Executive and Governance Committee or the Foundation Board and USF Board of Trustees. The Executive and Governance Committee of the Board shall consist of: (1) President of the University of South Florida (2) A person selected and appointed to the Board by the Chairperson of the USF Board of Trustees in accordance with Section 1004.28, Florida Statutes (3) Officers of the Foundation (4) Chairs of the Standing Committees of the Foundation”

“In October 2023, the organization amended its Bylaws to: -Remove the University President's ability to appoint a designee to serve on the Foundation Board in his or her stead; -Add the Chief Financial Officer of the University as a designated member of the Foundation board; and -Reduce the maximum number of elected members from 50 to 45.”

“THE FOUNDATION IS ESTABLISHED PURSUANT TO SECTION 1004.28 FLORIDA STATUTES, AS A DIRECT-SUPPORT ORGANIZATION OF THE UNIVERSITY OF SOUTH FLORIDA ("USF "UNIVERSITY"). THE GENERAL NATURE OF THE FOUNDATION IS TO PROVIDE PHILANTHROPIC SUPPORT; IN THE FORM OF MONEY AND OTHER FORMS OF PROPERTY AND SERVICES TO THE UNIVERSITY OF SOUTH FLORIDA AND PERSONS, ASSOCIATIONS AND CORPORATIONS ASSOCIATED THEREWITH; TO PROMOTE EDUCATION AND OTHER RELATED ACTIVITIES OF THE UNIVERSITY; AND TO ENCOURAGE RESEARCH, LEARNING AND DISSEMINATION OF INFORMATION. THE FOUNDATION IS AUTHORIZED TO ACT AS THE FIDUCIARY AGENT ON BEHALF OF THE UNIVERSITY FOR THE RECEIPT, MANAGEMENT, AND DISTRIBUTION OF ALL PRIVATE GIFTS MADE TO OR FOR THE BENEFIT OF THE UNIVERSITY. THE ROLE OF THE FOUNDATION BOARD SPECIFICALLY INCLUDES ENCOURAGING PHILANTHROPIC SUPPORT OF UNIVERSITY PRIORITIES; APPROVAL OF POLICY; OVERSIGHT OF FINANCIAL MANAGEMENT; PARTICIPATION IN LONG-RANGE STRATEGIC PLANNING; PROVIDING VOLUNTEER LEADERSHIP FOR THE UNIVERSITY'S FUNDRAISING EFFORTS; AND SERVING IN AN ADVISORY CAPACITY TO THE UNIVERSITY PRESIDENT. THE MEMBERS OF THE FOUNDATION SHALL BE THE FOUNDATION BOARD, COMPRISED OF THE VOTING MEMBERS, INCLUDING ELECTED AND DESIGNATED MEMBERS; AND THE NON-VOTING MEMBERS, INCLUDING CAMPUS EXECUTIVE OFFICERS, EMERITUS MEMBERS . WITH THE EXCEPTION OF THE VOTING MEMBERS DESCRIBED IN ARTICLE II, SECTION 2(A), ALL MEMBERS SHALL BE APPROVED BY THE USF BOARD OF TRUSTEES. THE FOUNDATION SHALL BE MANAGED BY AND UNDER THE DIRECTION OF THE FOUNDATION BOARD, AND BY OFFICERS AND COMMITTEES THEREOF, AS POWERS MAY BE DELEGATED TO SUCH OFFICERS AND COMMITTEES BY THESE BYLAWS OR BY RESOLUTION OF THE FOUNDATION BOARD. (A) VOTING MEMBERS. THE FOUNDATION BOARD SHALL BE COMPOSED OF AT LEAST TWENTY (20), BUT NOT MORE THAN FORTY FIVE (45) ELECTED MEMBERS. IN ADDITION, THE FOLLOWING WILL SERVE AS DESIGNATED MEMBERS OF THE FOUNDATION: (1) PRESIDENT OF THE UNIVERSITY OF SOUTH FLORIDA (2) PROVOST OF THE UNIVERSITY (3)Chief financial Officer OF THE UNIVERSITY (4) CHAIR OF THE UNIVERSITY OF SOUTH FLORIDA ALUMNI ASSOCIATION (5) A PERSON SELECTED AND APPOINTED TO THE BOARD BY THE CHAIRPERSON OF THE USF BOARD OF TRUSTEES, IN ACCORDANCE WITH SECTION 1004.28 FLORIDA STATUTES. PROVIDED, HOWEVER, THAT ANY PERSON HOLDING MORE THAN ONE OF THE ABOVE OFFICES SHALL HAVE ONLY ONE VOTE AS A MEMBER OF THE FOUNDATION BOARD. (B) NON-VOTING MEMBERS. (1) THE EXECUTIVE OFFICERS OF EACH BRANCH CAMPUS OF THE UNIVERSITY (2) EMERITUS COMMITTEE MEMBERS (C) CURRENT USF EMPLOYEES DUE TO THE POTENTIAL FOR CONFLICTS OF INTEREST BETWEEN THE ROLE OF A BOARD MEMBER AND THE ROLE OF USF EMPLOYEE, UNLESS SERVING AS A DESIGNATED MEMBER OF THE BOARD, A CURRENT USF EMPLOYEE MAY ONLY BE ELECTED OR RENEWED AS A VOTING MEMBER AFTER REVIEW AND APPROVAL BY THE EXECUTIVE COMMITTEE. IF A VOTING MEMBER BECOMES A USF EMPLOYEE AFTER HIS OR HER ELECTION TO THE FOUNDATION BOARD, THEN THE EXECUTIVE COMMITTEE WILL REVIEW AND CONSIDER WHETHER HE OR SHE MAY SERVE THE REMAINDER OF HIS OR HER TERM OF SERVICE.”

“Pursuant to Article I, Section 3 of the Foundation's Bylaws, members of the Foundation Board of Directors shall be approved by the USF Board of Trustees. The Foundation CEO shall be appointed by the President of the University. The President of the University may remove from office any officer or agent of the Foundation after consultation with the Foundation's Executive and Governance Committee (Article IV Section 4).”

“Pursuant to the Foundation's Bylaws, the rights and responsibilities of the USF Board of Trustees include the power to: -Approve the addition of members to the Foundation Board of Directors -Approve the Foundation's annual operating budget -Oversee the Foundation's annual financial audit and management letter -Approve amendments to Foundation governing documents The governing documents are subject to approval by the University (Article IX) and the budget is subject to approval by the University (Article VI). Additionally, the USF President may remove any member from the Board of Directors with or without cause. The President of the University may remove from office any officer or agent of the Foundation after consultation with the Foundation's Executive and Governance Committee (Article IV Section 4).”

“A complete draft of form 990, prepared internally in conjunction with outside tax accountants and reviewed by upper management is made available electronically to all members of the foundation board for comment at least one week prior to filing. The audit committee of the board performs a thorough and detailed review of the form 990 and other federal forms prior to review by the full board and prior to filing.”

“Due to the varied interests and backgrounds of the members of the board, situations involving possible conflicts of interest may arise. It is the responsibility of the members of the board to govern the usf foundation's affairs honestly, exercising due care, skill and judgment for the benefit of the foundation. Potential or apparent conflicts of interest are described in the usf foundation conflict of interest and confidential information policy. If a conflict of interest, in fact, exists, the board member shall disclose the potential or apparent conflict of interest in the annual conflict of interest disclosure for board members, officers, and key employees and shall abstain from participation in any vote or discussion involving the matter. The usf foundation senior director of foundation board relations is responsible for the annual distribution of the conflict of interest and confidential information policy and the collection of the annual conflict of interest disclosure for board members, officers and key employees. The senior director of foundation board relations reports any disclosure of potential or apparent conflicts with the usf foundation's chair, chief executive officer and relevant committee chairperson.”

“The usf foundation posts its audited financial statements for the prior three (3) fiscal years, internal revenue service determination letter of 501(c)(3) status, and most recently filed informational return form 990 on its website (http://giving.usf.edu) for public inspection. The foundation makes its governing documents (articles of incorporation and bylaws), conflict of interest policy, and most recently filed exempt organization business income tax return form 990-t available to the public upon request.”

“As reported on form 990, part i, line 5, the university of south florida foundation ("foundation") does not have employees. University of south florida ("university") employees provide services on behalf of the foundation pursuant to section f.s. 1004.28. The foundation shares the cost of personnel, services, facilities, and expenses with the university, a related organization. Amounts reimbursed to the university by the foundation are reported on part ix of this return.”

“uncollectible pledges - -5424921;”

“If activity listed on schedule f part i line 3 column (d) is a program service, describe specific type of service(s) in the region: the usf brit program strives to bring the best of both classical and contemporary approaches of british theatre to the students in the usf school of theatre and dance and to audiences in tampa, florida. Expenses are incurred to locate and engage professional directors and choreographers, leading voice and speech experts and top rate designers. These experts have brought their knowledge and experience in british classical theatre and contemporary cutting-edge theatre to the students at usf in the form of hands-on master classes and workshops.the foundation maintains a contract with a uk citizen living outside of the us to function as the london administrator of the university of south florida british international theatre (brit) program. The administrator is paid a fee for identifying and engaging artists for the program. To expedite the process of contracting guest artists from the united kingdom, the foundation also provides advanced funding to the administrator.”