Ole Miss Athletics Foundation

“Executive and other committees: the board, by resolution, may create an executive committee and/or one (i) or more other committees and appoint from among its members two (2) or more governors to serve as the members of each such committee at the pleasure of the board, and each such committee shall have and may exercise the authority of the board to the extent specified either in such resolution or amendments thereto, consistent with the laws of the state of mississippi, or in the articles. The requirements of these bylaws and the articles governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to such committees and their members as well.”

“The members of this corporation shall be the vice chancellor of intercollegiate athletics of the university of mississippi, the chancellor of the university of mississippi, the vice-chancellor for administration and finance at the university of mississippi, the president/ceo of the university of mississippi foundation, the vice chancellor for development of the university of mississippi, the executive director of alumni affairs of the university of mississippi and the chair of the committee on intercollegiate athletics of the university of mississippi. Such persons shall serve as members for so long as they occupy their offices. No other persons may be admitted as members of the corporation without the approval of the members.”

“Governors are elected by the affirmative vote of the members represented, voting and entitled to vote in the election at a meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum). Cumulative voting is prohibited.”

“A copy of the organization's form 990 is provided to the chief executive officer and the board for review prior to filing.”

“Disclosures are required to be updated annually with statements that assure no conflicts of interest or provide the full descriptions of any potential conflicts of interest.”

“The ceo/cfo's compensation is determined by the athletics director and the board of governors. Compensation is determined using a compensation survey and in conjunction with the university of mississippi and its compensation policies. Other employee compensation is determined by the cfo/ceo and is approved by the board.”

“Financial statements and forms 990 are available online and other governing documents are available for public inspection at the organization's office.”

“The organization made payments to employees during the year that are subject to section 4960 which imposes an excise tax on the amount of remuneration in excess of $1 million paid by an applicable tax-exempt organization to a covered employee. Per notice 2019-09, the university of mississippi fein #64-6001159 as the common-law employer for the covered employees has reported the excess compensation on form 4720 and paid the excise tax due.”