Florida Foundation

“Any person, or the duly appointed representative of a firm, partnership, corporation, or association engaged in the production of agricultural seeds or nursery stock of improved varieties for planning purpose, agreeing to abide by the Bylaws of FFSP may, upon approval of the Board of Directors and payment of a membership fee become a regular member. Regular members of FFSP elect the Board of Directors and are entitled to vote. Any person, or the duly appointed representative of a firm, partnership, corporation, or association who is interested in patronizing FFSP but who are othewise not eligible for membership, may become an associate member upon payment of an associate membership fee. Associate members shall not be entitled to vote or serve as an officer and/or director for FFSP.”

“The appointment of the Organizations board members is subject to approval by the University of Florida Board of Trustees.”

“The Organization is subject to governance standards to further the One UF strategic mission of the University of Florida (UF) and to ensure appropriate visibility and communication with the UF Board of Trustees (BOT), such that the BOT can effectively fulfill its responsibility as UFs governing board and so that each trustee can carry out his/her fiduciary duties to UF while serving as a member of the BOT. For any matters that would reasonably be considered material to UF, a DSO, or any affiliate entity, or that would generate significant media attention, the President will confer with and notify the BOT.”

“There are no committees with the authority to act on the behalf of the governing body.”

“The Form 990 is prepared with the assistance of the independent auditor and then reviewed by the Executive Director. The Form 990 is provided to the full Board prior to filing.”

“No Director, Officer, Employee or Agent shall have a material personal interest in conflict with the interests of FFSP or be engaged to provide goods or other services to FFSP for remuneration, unless such arrangement is the result of a competitive bidding process or, after disclosure of the conflict, the Board of Directors or its Executive Committee approves such arrangement, which approval shall specifically include procedures for addressing the conflict. All conflicts of interest are required to be disclosed in writing. Failure to follow the disclosure or other requirements of this policy shall be grounds for removal and/or disciplinary action against a Director, Officer, Employee, or Agent.”

“The Board of Directors established a Compensation Committee. The purpose of the Compensation Committee is to assist the Board with its oversight of the forms and amount of compensation for the Executive Director.Compensation Committee membership shall consist of four members. Three members shall be current board members; the President of the Board of Directors, the UF President Designee, and one other member. The fourth member shall be a non-board member with knowledge of the organization with insight into appropriate compensation for an Executive Director serving in this capacity. The Compensation Committee will meet once a year.Authority and Responsibilities. The primary responsibility of the Compensation Committee shall be to set a reasonable salary and benefits package for the Executive Director that is attractive enough to retain the best possible talent to lead the organization. The Compensation Committee shall conduct a review of what similarly-sized organizations, in the same geographic location, offer their senior leaders. The Compensation Committee shall report annually to the Board of Directors and the Dean of Research a recommendation to the total compensation package. This recommendation should be voted on for approval by the Board of Directors which has authority for setting compensation and in accordance with UF Governance Standards for DSOs. The Dean of Research shall assist in aligning any recommendations of compensation with the annual performance review of the Executive Director. The Dean of Research may also provide any pertinent information related to the University of Florida raise increases that may be considered within the scope of setting compensation for the Executive Director.”

“Governing documents are made available to the public upon request.”