University Corporation for Atmospheric

“Pursuant to bylaws, the executive committee shall consist of (a) the chairperson and vice chairperson of the board of trustees, the secretary, and the treasurer, who shall as ex officio members of the executive committee, and (b) such number of trustees, who shall be appointed by the board of trustees, as the board of trustees may determine from time to time. If any member of executive committee ceases to be a trustee, such individual's membership on the executive committee shall also terminate. The executive committee shall have and may exercise all the powers vested in the board of trustees during the intervals between meetings of the board of trustees to the extent permitted by law, unless the board of trustees shall otherwise determine, and shall perform such other duties as may be directed from time to time by the board of as may be directed from time to time by the board trustees.”

“Ucar is organized as a non-profit membership corporation under colorado statues pursuant to the ucar bylaws, article 2, section 2. The corporate members of ucar are universities, other non-profit institutions or organizations, divisions or units of universities, and governmental instrumentalities, which are organized for educational or scientific purposes. Members must be located in the united states of america, canada, or mexico and must meet certain other eligibility requirements as outlined in the bylaws.”

“The members have the right, through their members representatives, to nominate and elect the board of trustees, through the members nominating committee. At the annual meeting, each year, the members elect trustees to serve on the board of trustees. There are 18 elected trustees: 12 institutional trustees (from member institutions) and 6 trustees-at-large. The trustees serve staggered terms, so the number of trustees elected depends on the term expiration and vacancies, but it is typically 3 trustees each year. The members also have the ability to remove trustees without cause by a vote of two-thirds of the members.”

“Members have a right to approve any amendments to the bylaws and articles of incorporation, by a two-thirds majority vote.”

“The organization's officers and trustees are provided an electronic copy of the final form 990 prior to filing with the irs for their review.”

“All trustees and officers receive annual training on conflicts of interest, which includes that they need to recognize and bring conflicts of interest to the attention of the board chair, the board vice chair or chief legal officer. Trustees and officers are required to make an annual conflict of interest disclosure and also disclose any anticipated or actual conflicts related to any ucar transaction. The policy affirmative states that conflicts of interest must be disclosed. The board chair, the board vice chair and/or the chief legal/ethics officer review and confer about the conflict of interest and how to address it. The decision is made by the chair with advice of the chief legal officer, unless the chair has a conflict, then it is made by the vice chair. Upon disclosure of the conflict by the trustee or officer experiencing the conflict, they do not participate in any discussions or deliberations of the board concerning authorization, approval, or ratification of the contract, transaction or activity in furtherance of the contract or transaction under consideration by ucar. They are excluded and firewalled from any part of the transaction.”

“The ucar president's compensation is set annually by the personnel committee of the board of trustees and the full board of trustees, annually, at the spring board meeting. Factors considered include performance and market data from comparable organizations. Annual merit and structure adjustments are determined after reviewing market data and are voted on by the president's council each spring. Compensation data, record keeping and decisions thereon for all employees, is maintained in ucar human resources. In addition, the specific compensation for the following top management positions: ucar president, ncar director, chief operating officer, chief financial officer, ucp director, ncar deputy director, are reviewed annually by a compensation specialist within ucar human resources. The review includes market survey compensation for comparable positions at similarly situated organizations. The compensation data for the ncar director and ucp director was reviewed by a third party organization in 2024 and found to be appropriate. The process described here was last completed in 2024.”

“The governing documents, conflict of interest policy and financial statements are made available through the organization's website.”

“Change in post retirement benefit liability -1,733,511.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”