Vanguard University Foundation

“The foundation board shall establish an executive committee, which shall consist of the chair, of the board of directors (who shall also serve as chair of the committee), the immediate past chair, all officers of the foundation board, and the chairs of the standing committees. The foundation board chair may also nominate additional committee members, who are or will be serving as chairs of other committees established by the foundation board. In addition, the foundation board may, at its discretion, appoint up to three at-large members from the board of directors. Candidates nominated by the foundation board chair, and at-large members shall be elected by the board of directors. The executive committee shall formulate, supervise and implement the policies of the corporation under the direction of the foundation board and between the meetings of the foundation board and while the foundation board is not in session and shall have all the power and exercise all the duties of the foundation board in the management of the business of the corporation except to select and remove all the other officers, agents, and employees of the corporation, prescribe powers and duties for them as may not be inconsistent with law, the articles, or these bylaws and to borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefor.”

“The foundation's only member shall be the vanguard university of southern california (the university). The action of the university's board of trustees shall constitute the action of the member. The university board of trustees votes upon the nomination of any candidate to the foundation's board of directors. Any proposed amendment or addition to the foundation's bylaws must be ratified and approved by the university. Termination of the foundation must be ratified by the university. Each year the foundation shall distribute to the university amounts determined as the endowment spending rate. Upon dissolution all property owned by the foundation would be distributed to the university.”

“The university board of trustees shall consider, and vote upon the nomination of any candidate to the foundation's board of directors. The university is the sole member of the foundation.”

“The university's board of trustees shall consider, and vote upon the amendment of the bylaws of the foundation. The university's board of trustees approves the foundation's board of trustees and has the power to appoint or replace the foundation's board trustees. Termination of the foundation must be ratified by the university.”

“The form 990 is prepared by management with the assistance of an independent accounting firm. The vanguard university audit committee reviews the vanguard university foundation's form 990 which is then provided to the foundation's executive committee for review and approval.”

“There is an annual disclosure required by all board members and officers. Any transactions that could give rise to conflict are reviewed by the governing body, meaning board of trustees or foundation board. If a conflict arises, the person recuses him or herself from discussion and/or vote on the transaction being discussed. This recusal is documented in the meeting minutes. There have been no known incidences in which the individual did not recuse themselves during this reporting period.”

“The foundation has no paid employees.”

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

“The process has not changed from prior year.”