Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
NORTHWESTERN FOUNDATION FOR RESEARCH AND EDUCATION
Employer identification number
36-4093385
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization?
................
11g(i)
No
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
No
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
No
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of monetary support
Yes
No
Yes
No
Yes
No
(A)
NORTHWESTERN MEDICAL FACULTY FOUNDATION
363097297
09
Yes
Yes
Yes
0
(B)
NORTHWESTERN UNIVERSITY FEINBERG SCHOOL
362167817
02
Yes
Yes
Yes
5,000,000
Total
5,000,000
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year
(or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (see instructions)
..................
12
13
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here........................................
Section C. Computation of Public Support Percentage
14
Public support percentage for 2012 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2011 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2012.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
.......................
b
33 1/3% support test—2011.
If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2012.
If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization
.....................................................
b
10%-facts-and-circumstances test—2011.
If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization
................................................
18
Private foundation.
If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions
.....................................................
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
..
13
Total support. (Add lines 9, 10c, 11, and 12.)..
14
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public support percentage for 2012 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2011 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2011 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2012.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
........
b
33 1/3% support tests—2011.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
.....
20
Private foundation.
If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 4
Part IV
Supplemental Information.
Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2012
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
NORTHWESTERN FOUNDATION FOR RESEARCH AND EDUCATION
Employer identification number
36-4093385
Identifier
Return Reference
Explanation
DESCRIPTION OF NEW SERVICES
FORM 990, PART III, LINE 2
EFFECTIVE JUNE 23, 2013, NMS BEGAN PROVIDING REVENUE CYCLE AND SCHEDULING SERVICES TO NMFF.
SIGNIFICANT CHANGES TO GOVERNING DOCUMENTS
FORM 990, PART VI, LINE 4
THE ARTICLES OF INCORPORATION AND BYLAWS OF NORTHWESTERN FOUNDATION FOR RESEARCH AND EDUCATION ("NFRE") WERE AMENDED TO MORE CLEARLY SET FORTH THE PURPOSES OF NFRE AND TO MAKE OTHER CHANGES REFLECTING UPDATES TO ILLINOIS LAW. THE ARTICLES WERE FILED WITH THE ILLINOIS SECRETARY OF STATE ON JUNE 20, 2013 AND BECAME EFFECTIVE JUNE 22, 2013; THE AMENDED BYLAWS ALSO BECAME EFFECTIVE JUNE 22, 2013. AMENDMENTS TO THE BYLAWS INCLUDED THE FOLLOWING: 1) CHANGED THE COMPOSITION OF THE BOARD FROM 3 - 5 DIRECTORS TO 3 DIRECTORS; 2) ADDED AS AN OFFICER THE POSITION OF PRESIDENT, TO BE FILED BY THE INDIVIDUAL SERVING AS THE CHIEF OPERATING OFFICER OF NORTHWESTERN MEDICAL FACULTY FOUNDATION, THE SOLE MEMBER OF NFRE.
MEMBERS OR STOCKHOLDERS
FORM 990, PART VI, LINE 6
PER THE ORGANIZATION'S BYLAWS, NORTHWESTERN FOUNDATION FOR RESEARCH AND EDUCATION (NFRE) HAS ONE MEMBER, NORTHWESTERN MEDICAL FACULTY FOUNDATION(NMFF). NMFF IS AN ILLINOIS NOT FOR PROFIT CORPORATION EXEMPT FROM FEDERAL TAXATION UNDER SECTION 501(C)(3) OF THE CODE. NFRE IS ORGANIZED AND OPERATED EXCLUSIVELY FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF,AND/OR TO CARRY OUT THE PURPOSES OF NMFF, A SECTION 509(A)(2) ENTITY, UNDER SECTION 509(A)(3) OF THE CODE.
POWER TO ELECT OR APPOINT MEMBERS
FORM 990, PART VI, LINE 7A
PER THE ORGANIZATION'S BYLAWS, THE BOARD OF DIRECTORS IS TO BE COMPOSED OF 3 DIRECTORS. THE COMPOSITION OF THE BOARD SHALL INCLUDE THE DEAN OF THE NORTHWESTERN UNIVERSITY's FEINBERG SCHOOL OF MEDICINE, SERVING EX-OFFICIO WITH VOTING RIGHTS. NORTHWESTERN FOUNDATION FOR RESEARCH AND EDUCATION'S (NFRE) LONE MEMBER, NMFF, SHALL APPOINT TWO BOARD MEMBERS. THE TERM OF THESE APPOINTMENTS LASTS 3 YEARS EACH. PRIOR TO THE ANNUAL MEETING OF THE MEMBER, THE BOARD OF DIRECTORS OF THE CORPORATION SHALL SUBMIT NAMES OF INDIVIDUALS AS SUGGESTED CANDIDATES FOR APPOINTMENT BY THE MEMBER TO THE BOARD. AT THE REQUEST OF THE MEMBER, THE CHAIRPERSON OF THE BOARD OR HIS DESIGNEE MAY CONTACT A CANDIDATE TO ASCERTAIN HIS OR HER WILLINGNESS TO SERVE AS DIRECTOR. AT ITS ANNUAL MEETING, OR AS SOON THEREAFTER AS POSSIBLE, THE MEMBER SHALL APPOINT SUCCESSORS TO THE DIRECTORS WHOSE TERMS EXPIRE DURING THAT YEAR. IN APPOINTING THE SUCCESSORS, THE MEMBER SHALL CONSIDER BUT NEED NOT ADHERE TO THE BOARD OF DIRECTORS' SUGGESTIONS CONCERNING CANDIDATES. IN THE EVENT THE BOARD OF DIRECTORS DOES NOT SUGGEST A SUFFICIENT NUMBER OF ACCEPTABLE CANDIDATES, THE MEMBER MAY INDEPENDENTLY SELECT AND APPOINT INDIVIDUALS TO SERVE AS DIRECTORS. ANOTHER DIRECTOR MAY, BUT IS NOT REQUIRED TO BE, ELECTED BY THE EXISTING DIRECTORS FOR VALUABLE EXPERTISE HE OR SHE CAN CONTRIBUTE TO THE BOARD.
DECISIONS RESERVED TO MEMBERS OR STOCKHOLDERS
FORM 990, PART VI, LINE 7B
PER THE ORGANIZATION'S BYLAWS, THE FOLLOWING ACTIONS OF THE NORTHWESTERN FOUNDATION FOR RESEARCH AND EDUCATION (NFRE) SHALL BE SUBJECT TO THE PRIOR APPROVAL OF ITS LONE MEMBER, NORTHWESTERN MEDICAL FACULTY FOUNDATION (NMFF): (A) THE ADOPTION, AMENDMENT, RESTATEMENT OR REPEAL OF THE ARTICLES OF INCORPORATION; (B) THE AMENDMENT, RESTATEMENT OR REPEAL OF THE BYLAWS; (C) THE ADOPTION OF ANY MERGER, CONSOLIDATION, DISSOLUTION OR REORGANIZATION INVOLVING THE CORPORATION, OR A TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION (D) ANY MATERIAL CHANGE IN THE SCOPE OF CORPORATION ACTIVITIES; (E) REMOVAL FOR CAUSE OF CORPORATION DIRECTORS APPOINTED BY THE MEMBER; AND (F) THE FORMATION OF ANY AFFILIATED ORGANIZATIONS OR OTHER CORPORATE RESTRUCTURING.
PROCESS ORGANIZATION USES TO REVIEW FORM 990
FORM 990, PART VI, LINE 11A
THE Form 990 WAS compiled internally by management. management then worked with a national, independent public accounting firm, Ernst & Young LLP, as the paid tax preparer. CONFLICT OF INTEREST POLICY FORM 990, PART VI, LINE 12 THE ORGANIZATION DOES NOT INDEPENDENTLY HAVE A WRITTEN CONFLICT OF INTEREST POLICY. AS A CONTROLLED ORGANIZATION UNDER SECTION 509(A)(3) OF THE IRS CODE, IT IS THE ORGANIZATION'S PRACTICE TO FOLLOW POLICIES ESTABLISHED BY NMFF, ITS CONTROLLING ENTITY. IN ACCORDANCE WITH THIS POLICY, AN ANNUAL SURVEY OF INTERESTS IS CONDUCTED FOR ALL NMFF AND NFRE BOARD MEMBERS, WITH INDIVIDUALS ALSO REQUIRED TO UPDATE THEIR RESPONSES THROUGHOUT THE YEAR. ALL ANNUAL RESPONSES OF BOARD MEMBERS ARE REVIEWED BY NMFF'S GENERAL COUNSEL AND COMPLIANCE AND AUDIT COMMITTEE. POLICIES IN PLACE ALLOW FOR PENALTIES TO INDIVIDUALS REFUSING TO COOPERATE IN THE SURVEY PROCESS. WHISTLEBLOWER AND DOCUMENT RETENTION POLICIES FORM 990, PART VI, LINES 13 & 14 THE ORGANIZATION DOES NOT INDEPENDENTLY HAVE A WHISTLEBLOWER OR DOCUMENT RETENTION AND DESTRUCTION POLICY. AS A CONTROLLED ORGANIZATION, UNDER SECTION 509(A)(3) OF THE IRS CODE, IT IS THE ORGANIZATION'S PRACTICE TO FOLLOW POLICIES ESTABLISHED BY NMFF, ITS CONTROLLING ENTITY. FOLLOW POLICIES ESTABLISHED BY NMFF, ITS CONTROLLING ENTITY.
How documents are made available to the public
FORM 990, Part VI, Line 19
NFRE makes its governing documents and financial statements available to the public indirectly, through its controlling entity, NMFF. As elsewhere described, NFRE's Board members are subject to the conflict of interest practices of NMFF. NMFF makes its conflict of interest policy and results of its annual survey available to the public. HOURS WORKED FOR RELATED ORGANIZATION FORM 990, PART VII, LINE 1A THE TOTAL 60 HOURS REPORTED AS WORKED INCLUDES HOURS WORKED FOR BOTH NFRE AND RELATED ORGANIZATIONS DUE TO COMPLEXITIES IN ACCURATELY DISTINGUISHING SUCH EFFORT.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.