Vanguard University Foundation

“The foundation board shall establish an executive council, which shall consist of the chair, of the board of directors (who shall also serve as chair of the council), the immediate past chair, all officers of the foundation board, and the chairs of the standing councils. The foundation board chair may also nominate additional council members, who are or will be serving as chairs of other councils 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 atlarge members shall be elected by the board of directors. The executive council 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, therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities.”

“The foundation's only member shall be 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 have the right to elect or appoint all of the foundation's governing body.”

“Governance decisions of the foundation were reserved to the university where the university's board of trustees approve the election or removal of members of the foundation's governing body, termination of the foundation must be ratified by the university, any proposed amendment or addition to the foundation's bylaws must be ratified and approved by the university and each year the foundation shall distribute to the university amounts determined by the university as the endowment spending rate.”

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

“The foundation does not pay the president, other officers or key employees. The parent organization, the university, establishes and pays such compensation.”

“K-1 PASSTHROUGH 287.”