Metropolitan State University of Denver

“The organization is managed by an executive committee comprised of the Board's Chair, Vice-Chair, secretary, and treasurer. Ex-Officio members of the board of directors also participate, but as non-voting members. The committee is empowered to conduct the Foundation's business between regular board meetings and has all the authority of the board except that it shall not authorize distributions; elect, appoint or remove any director; amend the articles; adopt, amend or repeal the bylaws; approve a plan of conversion or plan of merger; or approve a sale, lease, exchange, or other disposition of all, or substantially all, of its property, with or without goodwill, otherwise than in the usual and regular course of business.”

“The Foundation's audit committee reviews the Form 990 in detail before it is filed with the IRS. In addition, the Form 990 is presented to the entire board of directors at their scheduled meeting for review and approval before filing.”

“All officers and board members of the Foundation are required to sign a conflict of interest policy annually, which is kept on file. At the beginning of each board meeting, the chairman of the board of directors asks for any new conflicts to be disclosed. This is noted in the minutes from the meeting. All individuals covered by the policy have a duty to disclose any actual or possible conflict of interest. If a potential conflict of interest exists the individual(s) will be given the opportunity to disclose all material facts to the board of directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. An interested person may make a presentation of the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussions of, and the vote, on, the transaction or arrangement involving the possible conflict of interest. The chairman of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether the organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested board of director(s) whether the transaction or arrangement is in the organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination the board of directors shall make its decision.”

“The Foundation makes available its Form 1023, Form 990 and audited financial statements upon request. Its governing documents and policies are not available to the public upon request.”