California State University East Bay

“The executive committee consists of the officers of the board and the chair of the audit committee. The executive committee has the authority to act in all matters in which the full board has authority to act, except as follows: (a) filling vacancies in the board of directors; (b) fixing compensation of any director for serving as an officer or on any committee, or otherwise providing services to the foundation; (c) amendment or repeal of any bylaw or adoption of any new bylaw; (d) amendment or repeal of any resolution of the board of directors that by its express terms is not so amendable or repealable; and (e) approval of a potential conflict-of-interest transaction.”

“The following individuals receive voting positions on the foundation's board of directors by virtue of their position at csu east bay: (a) the president of the university or their designee; (b) the vice president for administration and finance/chief financial officer; and (c) the provost/vice president of academic affairs. The university president also appoints two members of the board of directors; one from administration/staff and another from non-campus personnel; one from faculty and students. Finally, the csu east bay president has the right to approve all directors elected to the board of directors.”

“Amendments to the articles and bylaws and the removal of any member of the board of directors must be approved by the csu east bay president.”

“The form 990 is prepared by the organizations independent cpa with information provided by management. The organization's form 990 is reviewed by the chair as well as provided to all board members before filing.”

“Annually employees and board members are required to complete a conflict-of-interest statement and disclose conflicts as they arise. It is the responsibility of the remaining board members to determine if a conflict has arisen. The organization has a conflict of interest policy that applies to board members, managers, employees and contracted consultants. Board members are required annually to sign and file the conflict of interest statement. Others are required annually to file a statement of economic interests. Transactions in which a board member has a conflict of interest are prohibited unless (a) the conflict is disclosed to the board and noted in the minutes, (b) the transaction is just and reasonable to the organization, and (c) the board thereafter votes to approve the transaction. The individual with the conflict may not attempt to influence the other board members in relation to the transaction and does not participate in the vote. The fact of such financial interest in disclosed or known to the governing board and noted in the minutes, and the governing board thereafter authorizes, approved, or ratifies the contract or transaction in good faith by a vote of sufficient for the purpose without counting the vote or votes of such financially interested member or members, and (b) the contract or transaction is just and reasonable as to the auxiliary organization at the time it is authorized or approved.”

“California state university east bay foundation does not pay any employees. California state university east bay, a related organization, compensates employees and has formal compensation policies.”

“The organization's governing documents, conflict of interest policy, and financial statements are available to the public for inspection during business hours at the organization's headquarters. The governing documents and financial statements are also available online at www.csueastbay.edu/foundation/board-information.html.”

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