Humboldt State University Advancement Foundation

“The executive committee is composed of the foundation's officers (chair, vice chair, treasurer & secretary) and committee chairs (philanthropy, governance, finance, etc.). All members of the executive committee are voting members of the foundation's board of directors. The board has delegated to the executive committee all board authority except: (a) the filling of vacancies on the board or on any committee; (b) the fixing of compensation of the directors for serving on the board or any committee, should the bylaws be amended to allow such compensation; (c) the amendment or repeal of bylaws or the adoption of any new bylaws; (d) the amendment or repeal of any resolution of the board, which by its express terms is not so amendable or repealable; (e) the appointment of other committees of the board or the members thereof; or (f) the approval of any self-dealing transaction, as such transactions are defined in section 5233(a) of the california nonprofit public benefit corporation law.”

“Humboldt state university provides various management services, including accounting, business office, philanthropy, and campus programs administration and management.”

“The bylaws were amended in october 2016, including the following significant changes: 1. The minimum number of board members increased from three to eleven. 2. Interested persons may not constitute a majority of the board of directors. An interested person is defined as somebody who receives compensation from an hsu entity or a family member of such. 3. While the bylaws still requires 35% of board members to be present to create a quorum, it also now requires both independent board members and interested board members to separately achieve a quorum in order for business to be conducted. 4. The structure, membership and authority of the audit committee of the board of directors is strengthened to be consistent with state laws.”

“The board of directors includes humboldt state university's president and vice president of advancement. All other board members are appointed by humboldt state university's president.”

“Amendments to the organization's articles of incorporation and bylaws require approval of humboldt state university's president.”

“A public inspection copy of the form 990 was provided to the governing board prior to filing. The complete form 990 was reviewed and signed by the foundation's executive director.”

“The organization requires board members to sign a conflict of interest statement annually and to disclose all potential conflicts of interest.”

“Although the hsu advancement foundation has no employees of its own, the executive director, secretary and certain board members are employees of humboldt state university. The compensation of these individuals is determined and reviewed by humboldt state university under the policies and procedures of the california state university system.”

“The organization's governing documents, conflict of interest policy and financial statements are all available to the public through humboldt state university advancement foundation's website.”