Alexander Montgomery Foundation

“The alexander montgomery foundation (amf) was a supporting organization of the san francisco theological seminary through june 30, 2019. On july 1, 2019 amf filed a certificate of amended and restated articles of incorporation with the secretary of state reporting that the university of redlands is to be the sole owner of amf. The amended and restated articles also show that upon dissolution or widning up of amf, all debts and liabilities of amf shall be distributed to the university of redlands.”

“University of redlands has the authority to designate members of the board of directors of the foundation. The university also has the authority to approve certain transactions of the foundation.”

“University of redlands shall designate all members of the foundation's board of directors.”

“University of redlands has the authority to approve the following actions: (a) the sale, lease, exchange or other disposition of all or substantially all of the corporation's property by any means, including but not limited to transfers of assets or a corporate merger or other transaction, whether or not in the usual and regular course of the corporation's activities; (b) the sale, lease, exchange or other disposition of any asset or group of similar assets with a combined fair market value in excess of $50,000; (c) the assumption or creation of any indebtedness of the corporation in an amount exceeding $50,000, whether or not in the ordinary course of business; (d) the fixing of compensation of the directors for serving on the board; (e) the approval of operating and capital budgets, which shall be prepared and submitted to the member for approval at least annually; (f) the winding-up, dissolution or liquidation of the corporation; and (g) any amendment of the corporation's articles and any amendment or repeal of the bylaws or the adoption of new bylaws.”

“There were no committees with authority to act on behalf of the governing body during the tax year.”

“The foundation's board of directors reviews the form 990 prior to it being filed with the irs.”

“The foundation's conflict of interest policy covers interested persons. Annually, each director, principal officer and member of a committee with governing board delegated power signs a conflict of interest statement. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while determination of conlict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. All proceedings related to any actual or posible conflicts of interest are documented within meeting minutes.”

“The foundation makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“The alexander montgomery foundation (amf) was a supporting organization of the san francisco theological seminary through june 30, 2019. On july 1, 2019 the university of redlands became the sole owner of amf.”