UCLA Foundation

“Business relationships some directors who own properties or are business owners have business relationships with customers and vendors, including some other members of the board.”

“Changes to the bylaws during the fiscal year 2024, the ucla foundation ("the foundation") made changes to the bylaws. Per the changes, immediate past chair of the foundation has been removed as a position that holds title as an ex-officio director of the board. Elected directors may not serve more than four two-year terms for a maximum number of eight consecutive years of service except for in limited circumstances: 1. Time served as committee chair prior to june 30, 2023 is not included in the eight-year maximum allowable years served as director. These directors may hold office for up to ten consecutive years. 2. Directors may exceed eight consecutive years of service only if they have been elected chair-elect of the foundation or if they are currently serving (or have served) as director by reason of holding specific positions as outlined in the bylaws.”

“Executive committee the executive committee consists of the chair, chair-elect, immediate past chair, chair of the ucla investment company, chair of the philanthropy committee, executive vice-president, the ucla chancellor, and the chief operating officer. The executive committee sets the agenda for the meetings of the board of directors, nominates the chair-elect and the chair of the ucla investment company, reviews proposals to amend the bylaws and the annual directors conflict of interest statements, and to the extent allowed by law and not otherwise restricted by the board of directors, from time-to-time has all the authority of the board of directors.”

“Providing 990 to governing board management works with an outside accounting firm in preparing a draft form 990. In accordance with its charter, the ucla foundation audit committee reviews the draft 990 during its annual spring meeting. The final form 990 is made available to the entire governing body through a secure intranet site prior to filing with the irs.”

“Conflicts of interest policy the ucla foundation's conflict of interest policy covers board members, committee members, officers and paid staff who support the foundation ("members"). Members are required to complete the acknowledgement and certification form in the ethics and conflict of interest statement annually. Conflict disclosures reported on certification forms are reviewed by the executive committee and, if necessary, forwarded to the board of directors for approval. After disclosure of a potential conflict and all material facts concerning the transaction, including discussion with the interested member, the interested member shall leave the meeting while the determination of a conflict of interest is discussed and voted upon by the remaining voting members. If determined that a conflict exists, the interested member may make a presentation at a board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the conflict of interest. If appropriate in the discretion of the board or committee, alternatives to the proposed transaction or arrangement should be investigated. After exercising due diligence, the board or committee shall determine whether, with reasonable efforts, a more advantageous transaction or arrangement can be obtained from a person or entity that would not give rise to a conflict of interest. In the absence of such an alternative, the board of directors shall determine whether the transaction or arrangement is in the foundation's best interest, for its own benefit, and whether it is fair and reasonable. If a conflict or potential conflict of interest is reported and allowed to exist by vote of the board of directors, it is required that the conflict be reconsidered annually until it is resolved.”

“Compensation review all ucla foundation staff are employees of the regents of university of california and receive salary and benefits from the university. Salary ranges and benefits are determined by ucla in accordance with its campus policies and classification guidelines. Ucla is responsible for paying all wages, and reporting all wages, payroll taxes and other employment-related amounts on its payroll tax returns which are filed under ein 95-6006143.”

“Availability of governing documents and policies articles of incorporation, bylaws and audited financial statements are available on the foundation's website. The conflict of interest policy is available upon request.”

“Other changes in net assets or fund balances decrease in allowance for doubtful pledges: $(5,390,595)”