Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 1 | THE BOARD OF DIRECTORS MAY CREATE AN EXECUTIVE COMMITTEE AND ANY OTHER COMMITTEE OF THE BOARD OF DIRECTORS AND MAY DELEGATE TO ANY SUCH COMMITTEE BY THESE BYLAWS OR BY BOARD RESOLUTION ANY OF THE AUTHORITY OF THE BOARD OF DIRECTORS. HOWEVER, NO COMMITTEE OF THE BOARD MAY: (1) AUTHORIZE DISTRIBUTIONS; (2) APPROVE OR RECOMMEND DISSOLUTION, MERGER, OR SALE, PLEDGE, OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS; (3) ELECT, APPOINT, OR REMOVE DIRECTORS OR FILL BOARD OR COMMITTEE VACANCIES; OR (4) ADOPT, AMEND, OR REPEAL THE ARTICLES OR THESE BYLAWS. ANY SUCH COMMITTEE SHALL CONSIST OF NO FEWER THAN TWO (2) DIRECTORS, WITH THE EXCEPTION OF THE EXECUTIVE COMMITTEE, WHICH SHALL CONSIST OF FIVE (5) DIRECTORS, THREE (3) OF WHOM SHALL BE OFFICERS OF THE UNIVERSITY OF IOWA AND TWO (2) OF WHOM SHALL BE NON-UNIVERSITY DIRECTORS. EACH SUCH COMMITTEE SHALL SERVE AT THE PLEASURE OF THE BOARD OF DIRECTORS, SHALL ACT ONLY IN THE INTERVALS BETWEEN MEETINGS OF THE BOARD OF DIRECTORS AND SHALL BE SUBJECT TO THE CONTROL AND DIRECTION OF THE BOARD OF DIRECTORS. EACH SUCH COMMITTEE MAY ACT BY A MAJORITY OF ITS MEMBERS. AN ACT OR AUTHORIZATION OF AN ACT BY SUCH COMMITTEE WITHIN THE AUTHORITY DELEGATED TO IT SHALL BE AS EFFECTIVE FOR ALL PURPOSES AS THE ACT OR AUTHORIZATION OF THE BOARD OF DIRECTORS. THE SECRETARY OF THE CORPORATION SHALL SEND TO EACH DIRECTOR A SUMMARY OF THE BUSINESS CONDUCTED AT ANY MEETING OF ANY COMMITTEE OF THE BOARD. |
| FORM 990, PART VI, SECTION A, LINE 2 | DAN REED (DIRECTOR) AND DAVID HENSLEY (PRESIDENT) HAVE A BUSINESS RELATIONSHIP. DAN REED (DIRECTOR) AND CHERYL REARDON (ASSISTANT VICE PRESIDENT FOR RESEARCH) HAVE A BUSINESS RELATIONSHIP. DAVID HENSLEY (PRESIDENT) AND STEPHANIE DENGLER (SECRETARY) HAVE A BUSINESS RELATIONSHIP. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE SOLE MEMBER SHALL BE THE UNIVERSITY OF IOWA WHICH SHALL HAVE ALL POWERS AND AUTHORITY IN RELATION TO THIS CORPORATION AS ARE PROVIDED BY LAW, ARTICLES OF INCORPORATION, AND BY THESE BY-LAWS. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE BOARD OF DIRECTORS SHALL BE CHOSEN BY THE CORPORATION'S SOLE MEMBER IMMEDIATELY PRECEDING THE ANNUAL MEETING OF THE DIRECTORS OF THE CORPORATION, OR, IF THE SOLE MEMBER SO DIRECTS THE BOARD, THE BOARD OF DIRECTORS SHALL CHOOSE ITS SUCCESSORS FROM THE NOMINEES DESIGNATED BY AND APPROVED BY THE CORPORATE MEMBER. THE MEMBER MAY ALSO APPOINT ONE OR MORE INDIVIDUALS DIRECTLY TO THE BOARD OF DIRECTORS AND MAY REMOVE ONE OR MORE INDIVIDUALS FROM THE BOARD OF DIRECTORS WITH OR WITHOUT CAUSE BY GIVING WRITTEN NOTICE TO THE PRESIDENT OF THIS CORPORATION AND THE DIRECTOR OR DIRECTORS, WHICH REMOVAL SHALL BE EFFECTIVE AS OF THE DATE OF THE GIVING OF THE WRITTEN NOTICE TO THE PRESIDENT. IN THE EVENT OF A VACANCY IN THE BOARD OF DIRECTORS, THE BOARD SHALL ELECT AT A SPECIAL MEETING OF DIRECTORS CALLED FOR SUCH PURPOSE, A PERSON TO FILL SUCH VACANCY, PROVIDED THAT THE ELECTION OF SUCH PERSON SATISFIES THE REQUIREMENTS SET FORTH IN THESE BYLAWS AND RECEIVES THE APPROVAL OF THE MEMBER AND THE STATE BOARD OF REGENTS. SUCH PERSON SHALL SERVE WITH THE SAME RIGHTS AND DUTIES AND FOR THE SAME TERM AS THE PERSON WHOM HE WAS ELECTED TO SUCCEED. |
| FORM 990, PART VI, SECTION A, LINE 7B | BYLAWS MAY BE AMENDED, SUPPLEMENTED OR REPEALED BY THE WRITTEN ASSENT THERETO OF TWO-THIRDS (2/3) OF THE DIRECTORS OF THIS CORPORATION WITH THE CONSENT OF THE MEMBER AND THE APPROVAL OF THE STATE BOARD OF REGENTS, OR UPON ACTION INITIATED BY THE MEMBER IN THE MANNER PROVIDED BY LAW. THE UNIVERSITY OF IOWA BUSINESS MANAGER OVERSEES ALL LEASES, EASEMENTS AND REAL ESTATE TRANSACTIONS AT THE UNIVERSITY. BY STATE LAW, MOST LEASES, EASEMENTS AND REAL ESTATE TRANSACTIONS (ACQUISITIONS, GIFTS, TRANSFERS AND SALES) MUST BE APPROVED BY THE BOARD OF REGENTS. THE BUSINESS MANAGER'S OFFICE GENERALLY PREPARES ALL LEASES AND AMENDMENTS ALONG WITH COORDINATING ACTIONS THAT REQUIRE APPROVAL FROM THE BOARD OF REGENTS. |
| FORM 990, PART VI, SECTION B, LINE 11 | FORM 990 IS REVIEWED BY THE FINANCIAL ANALYST IN THE UNIVERSITY OF IOWA'S OFFICE OF VICE PRESIDENT FOR RESEARCH AND ECONOMIC DEVELOPMENT AND THE UNIVERSITY OF IOWA'S TAX MANAGER. THE REVIEWED FORM 990 IS THEN DISTRIBUTED TO EACH BOARD MEMBER PRIOR TO FINALIZING. THE FINAL FORM 990 IS THEN GIVEN TO THE BOARD TREASURER FOR FINAL REVIEW AND SIGNATURE. |
| FORM 990, PART VI, SECTION B, LINE 12C | ENFORCEMENT OF THE CONFLICT OF INTEREST POLICY HAPPENS ON AN ANNUAL BASIS, AND ON AN AD HOC BASIS AS CONFLICTS OF INTEREST ARISE. COVERED PERSONS MUST DISCLOSE TO THE UIRPC BOARD ANY INTEREST MEETING ANY OF THE CATEGORIES SET FORTH IN THE POLICY. DISCLOSURE WILL BE ACCOMPLISHED BY THE COMPLETION AND SUBMISSION OF AN ANNUAL PERSONAL DISCLOSURE FORM OR, IN THE CASE OF INTERESTS NOT SO DISCLOSED, IN WRITING AT THE TIME OF DISCOVERY OF THE CONFLICT. WHERE THE UIRPC BOARD WILL DELIBERATE AND VOTE ON A MATTER IN WHICH A DIRECTOR HOLDS A CONFLICT OF INTEREST, THE DIRECTOR WILL DISCLOSE THAT INTEREST AS REQUIRED BY THIS POLICY AND RECUSE HIM/HERSELF SO AS NOT TO BE PRESENT FOR OR PARTICIPATE IN THE BOARD'S DELIBERATION AND VOTE. ANY ACTION TAKEN BY THE BOARD ON SUCH A MATTER MUST BE BY AN AFFIRMATIVE VOTE OF A MAJORITY OF THE DIRECTORS OF THE BOARD WHO THEMSELVES HAVE NO DIRECT OR INDIRECT INTEREST IN THE MATTER TO BE VOTED ON. THE MINUTES OF ANY MEETING AT WHICH SUCH ACTION IS TAKEN WILL REFLECT THE DIRECTOR'S RECUSAL FOR A CONFLICT OF INTEREST AND THAT THE ACTION WAS TAKEN BY VOTE AS REQUIRED BY THIS POLICY. THIS POLICY WILL BE REVIWED ON AN ANNUAL BASIS BY THE EXECUTIVE COMMITTEE AND ANY REVISIONS RECOMMENDED WILL BE VOTED ON BY THE FULL BOARD. |
| FORM 990, PART VI, SECTION B, LINE 15 | BOARD MEMBERS ARE NOT SEPARATELY COMPENSATED FOR THEIR SERVICE. THE EXECUTIVE DIRECTOR IS AN EMPLOYEE OF THE UNIVERSITY OF IOWA AND ALL HIRING AND SALARY PROCEDURES ARE GOVERNED BY THE UNIVERSITY OF IOWA HUMAN RESOURCE POLICIES. UNDER UI POLICY, HIRING DECISIONS REQUIRE INDEPENDENT APPROVAL BY THE OFFICE OF EQUAL OPPORTUNITY AND DIVERSITY, SALARY PROPOSALS MUST BE WITHIN UNIVERSITY COMPENSATION PLAN MARKET RANGES FOR THE POSITION AND COMPENSATION OFFERS REQUIRE APPROVAL BY THE UI ORGANIZATION LEVEL HUMAN RESOURCES DEPARTMENT. THE UNIVERSITY COMPENSATION PLAN IS REFRESHED EACH YEAR FOLLOWING AN ANALYSIS OF THE MOST RECENT MARKET DATA. SALARY SURVEY DATA IS DRAWN FROM DIFFERENT GEOGRAPHICAL MARKETS AND BUSINESS SECTORS FOR BENCHMARK JOBS TO DETERMINE WHETHER A CHANGE NEEDS TO BE MADE IN ANY MARKET RANGE AND MEDIAN ZONE. THE MOST RECENT CHANGES IN THE MARKET RANGES AND MEDIAN ZONES FOR PAY STRUCTURES WERE EFFECTIVE 7/1/2014 AND RANGE FROM 0-4 PERCENT FROM THE CURRENT STRUCTURES. INDIVIDUAL SALARY DECISIONS ARE BASED UPON JOB PERFORMANCE AND SALARY POSITION IN RELATION TO THE LATEST MARKET RANGE AND MEDIAN ZONE INFORMATION. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE CORPORATION'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE AVAILABLE TO THE PUBLIC UPON REQUEST. THE CORPORATION'S FINANCIAL STATEMENTS ARE NOT AVAILABLE TO THE PUBLIC. |
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