Attach to Form 990 or Form 990-EZ.
See separate instructions.
Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
| (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 | ||||
| Total | |||||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .... | 4,434,898 | 2,246,424 | 2,769,451 | 19,040,206 | 3,600,885 | 32,091,864 |
| 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 | 4,434,898 | 2,246,424 | 2,769,451 | 19,040,206 | 3,600,885 | 32,091,864 |
| 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).. | 6,208,430 | |||||
| 6 | Public support. Subtract line 5 from line 4. | 25,883,434 | |||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | 4,434,898 | 2,246,424 | 2,769,451 | 19,040,206 | 3,600,885 | 32,091,864 |
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | 384,068 | 389,697 | 461,089 | 419,362 | 499,160 | 2,153,376 |
| 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). | 34,304,847 | |||||






Calendar year (or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (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.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (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.).. | ||||||




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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 | Executive Committee, which shall consist of six (6) members, who are the Chair, Chair-Elect, Immediate Past Chair, Secretary, President/CEO of Northern State University Foundation, and President of Northern State University. The NSU Foundation President is a non-voting member of the Executive Committee. This committee will assist the Board of Directors by: (a) Having oversight of the standing committees of the Board of Directors and calling upon standing committee chairperson(s) to report to the Executive Committee at their bi-monthly meeting, and (b) In situations where it is not practicable for the entire Board of Directors to address a matter by special meeting, the Executive Committee shall have the authority of the Board of Directors to conduct necessary business. The Executive Committee shall be chaired by the Chair of the Board of Directors. |
| Form 990, Part VI, Section A, line 2 | Nathan Reede & Tom Seyer - Business relationship Julie Johnson & Cindi Walsh - Business relationship Julie Johnson & Dr. James Smith - Business relationship Julie Johnson & Todd Jordre - Business relationship |
| Form 990, Part VI, Section A, line 4 | Significant changes were made to the Foundation's Bylaws which were approved by the board on 9/19/13. Exempt Purpose wording was updated to the following: To engage in and enter into such affiliations, alliances, joint ventures and other relationships with governmental agencies, civic organizations, religious organizations and others in order to further the creation, promotion and operation of the Foundation's purpose or business; and To engage in all other activities permitted to be engaged in by nonprofit corporations pursuant to the laws of the State of South Dakota and for any other purpose within the meaning of Section 501(c)(3) of the Internal Revenue Code or the corresponding provision of any future law (the "Code"). These purposes include the making of distributions to organizations qualifying as exempt organizations under Section 501(c)(3) the Code, or for the corresponding provision of any future United States Internal Revenue law. Board of Director Composition, Qualifications and were updated to: Governing Powers. The business and charitable affairs of the Foundation will be managed by or under the direction of a Board of Directors elected by the Members ("Board"). The Board will have all the powers and duties necessary or appropriate for the administration of the affairs of the Foundation consistent with the law, the Articles of Incorporation and these Bylaws. Composition. The Board of Directors will be comprised as follows: a. Number. The Board will have no fewer than 13 and no more than 17 members including ex-officio members ("Board Member" or "Director"). b. Ex-officio. The ex-officio board members will be: i. University President. The Northern State University President will be a voting member of the Board. ii. Faculty Representative. The Northern State University President will appoint one member of the Northern State University faculty to be a voting member of the Board. iii. Wolves Club. The Foundation President will appoint one member of the Northern State University Wolves Club to be a voting member of the Board. iv. Foundation President. The Foundation President will be non-voting member of the Board. Qualifications. A Board Member candidate must be a Foundation Member in good standing and at least 18 years old. The Board may establish other criteria that every Board Member candidate must meet to be eligible to serve on the Board ("Board Criteria"). The Board will solicit Director nominations from the Members and inform them of the Board Criteria as part of the Annual Member Meeting notice. Any nominee meeting the Board Criteria will be added to the slate of eligible Board Member candidates presented to the Members at the Annual Member Meeting. Term. Each Director's term will begin at the close of the annual meeting in the year of election. The term will last 4 years, or until the Director's death, resignation or removal. Directors may be re-elected for up to 3 consecutive terms. After serving 3 consecutive terms, the Director is not eligible for appointment or election to the board for 1 year. Any Director who has not been on the Board for any reason for at least 1 year is eligible to serve on the Board for a full set of terms provided that person meets the Board Criteria. Quorum. A majority of the Directors will constitute a quorum for the transaction of business at any Board meeting. The acts of the majority of the directors present at a duly held meeting will be the acts of the Board, except when a larger number is required by law, the Articles or these Bylaws. Proxy. Directors may vote in person or by proxy. A proxy must be in writing and delivered to the Foundation office prior to the meeting or delivered to the Foundation President at the meeting. Action in Lieu of Meeting. Any action the Board may take at a meeting may be taken by written action signed, or consented to by authenticated electronic communication, by a majority of the Board provided all Directors were notified of the written action in advance. An authenticated electronic communication is one that includes sufficient information for the Foundation to reasonably conclude that the communication was sent by the purported sender. The written action is effective when signed or consented to unless a different effective date is stated. When written action is signed or consented to by fewer than all the directors, the Board will immediately provide all Directors with the text and effective date of the written action. Failure to provide such notice does not invalidate the written action. Compensation. No director is entitled to compensation for serving on the Board. Directors will be reimbursed for actual and reasonable expenses approved by the Board. The Board Officers section was updated to: Number. The Board Officers will be Chair, Chair-Elect, Past Chair, Secretary and Treasurer ("Board Officers"). Only Directors may be Board Officers. No Director may hold two or more offices at the same time except that one person may hold the offices of Secretary and Treasurer. Election and Term. Every other year, at the board meeting following the Annual Member Meeting, the Board will elect a Chair-Elect, Secretary and Treasurer to a two year term. At the completion of that term, the Chair-Elect will become the Chair and serve a two year term in that position. After completing the term as Chair, the Director will become the Past-Chair and serve two more years in that position. Duties. The Board Officers' duties are as follows: a. Chair. The Chair will preside at all Board and Member meetings; will execute, with the Secretary, all Foundation contracts and instruments as authorized by the Board of Directors; will appoint, subject to the approval of the Board, standing and ad hoc committees; will perform all duties, incident to the office of Chair and such other duties as may be assigned by the Board; and will be an ex-officio, non-voting member of all committees except as specified otherwise herein. In the event the Foundation President is unable to perform the duties of that office, the Chair will serve as the Foundation President during the absence or until the Board appoints an interim replacement or hires a new person for the office. b. Chair-Elect. The Chair-Elect will perform such duties as may be assigned by the Board of Directors. In case of the death, disability or absence of the Chair, the Chair-Elect will perform and be vested with all the duties and powers of the Chair. c. Past-Chair. The Past-Chair will serve in an advisory capacity to the Chair and other Board Officers and will perform such duties as may be assigned by the Board of Directors. d. Secretary. The Secretary will keep the minutes of the Board meeting and Member meetings; will serve notice of all meetings; will execute, with the Chair, all Foundation contracts and instruments as authorized by the Board of Directors; will have charge of the books, papers and records of the Board all of which will at all reasonable times be open to the examination of any Director; will authenticate Board records; and will perform all duties incident to the office of Secretary, subject to the control of the Board. The Secretary will submit reports as requested by the Board. In the event the Treasurer's office is vacant, the Secretary will perform the Treasurer's duties until the Board elects a new Treasurer. e. Treasurer. The Treasurer will have custody of all Foundation funds and will keep proper accounts of them; will endorse, on behalf of the Foundation, all checks, notes and other obligations and will deposit the same to the credit of the Foundation in such bank or banks as the Board may designate; will regularly enter in the Foundation books a full and accurate account of all monies received and paid out on account of the Foundation, and will at all reasonable times and as required by law exhibit the books and accounts to any Director; will pay all bills submitted by the Foundation President and approved by the Board of Directors; will submit the Foundation books and records for an independent audit as specified by the Board; will submit a written financial report at each regular Board meeting; will submit an annual financial report to the Members at the Annual Member Meeting; and will perform all acts incident to the position of the Treasurer, subject to the control of the Board. |
| Form 990, Part VI, Section A, line 6 | The Foundation will have one class of Members. Any person or entity who makes a contribution to the Foundation during the fiscal year will be a member for that year ("Member"). Members will have the right to vote in the Board of Directors election. The Board of Directors may at any time create additional membership classifications. |
| Form 990, Part VI, Section A, line 7a | The Members will elect Directors at the Annual Meeting from the slate of qualified candidates presented at the Annual Meeting. Members will have the opportunity to nominate qualified Board candidates prior to the Annual Meeting. The election will be held in accordance with these Bylaws and procedures established by the Board. In addition, the members will consider such other business as may properly be brought before the meeting. |
| Form 990, Part VI, Section B, line 11 | The accountant at Northern State University Foundation will review the draft and provide questions to the preparer. A draft will also be provided to the Audit and Compliance Committee for review. The Audit Committee will recommend approval of the Form 990 to full board where it will be voted on before it is filed. |
| Form 990, Part VI, Section B, line 12c | Board members will abstain from decisions in which they have an interest. This is documented in the board/committee minutes. In addition, staff will prepare an annual report on the results of the conflict of interest disclosure questionnaire sent to board members to the Audit and Compliance Committee for review annually. Staff does sign an annual "Code of Ethics" document that requires them to disclose any conflicts of interest that arise through the year. |
| Form 990, Part VI, Section B, line 15 | For Northern State University Foundation employees, compensation increases are based on what the state of South Dakota provides to University employees. |
| Form 990, Part VI, Section C, line 19 | These documents are made available upon approval by the President/CEO. |
| Form 990, Part VI, Line 4 | Continuation of Amendments to Bylaws: Provisions for a finance and audit committee were added as follows: Finance & Audit. Assist the Board in overseeing accounting policies and auditing and reporting practices. The committee will, in conjunction with Treasurer, cause the Foundation's books and records to be audited by an independent certified public accountant as often as required by statute or rule, or as required by the Board. The committee will recommend to the Board independent auditors for the Foundation. The committee will oversee each audit and present the results to the Board. The committee will recommend a change of independent auditors or auditing practices when necessary or request additional information or authorization to hire additional auditing resources. The committee will periodically meet with the independent auditors to discuss and determine the scope of the audit, the Foundation's internal accounting controls, and significant financial reporting matters. The committee will periodically review the Foundation's financial records, with respect to the audit results, changes in accounting principles or practices, areas of audit concern, contents of the independent auditors' management letter and the Foundation's response thereto. A section regarding Foundation Officers was added: 7.1 Number. The Foundation Officers will be Foundation President and one or more vice-presidents. The Board may, upon majority vote, create the offices of secretary and any other office it deems necessary to properly operate the Foundation ("Foundation Officers"). 7.2. Hiring. The Board will perform the acts necessary to locate and hire the Foundation President. 7.3. Duties. The Foundation Officers' duties are as follows: a. Foundation President. The Foundation President is the chief executive officer of the Foundation and is the official representative of the Foundation. The Foundation President will have general charge and control of Foundation affairs subject to direction of the Board and these Bylaws. The Foundation President may call special meetings of the Board, as provided for in these Bylaws. The Foundation President will oversee the long-term goals and purposes of the Foundation. In addition, the Foundation President will have the power to approve bills for payment, subject to limits prescribed by the Board. The Foundation President will, subject to limits prescribed by the Board, have the power to sign and execute all contracts and instruments of conveyance in the Foundation name; to sign checks, drafts, and notes; and to perform all other duties usually incident to the office of corporate president. The Foundation President will establish policies to ensure proper functioning of the Foundation. The Foundation President will hire, supervise and, if necessary, terminate all Foundation employees. The Foundation President will deliver a written report to the Board at each regular Board meeting and at to the Members at their annual meeting. In the event the Foundation President is unable to perform the duties of the office, the Chair will serve as the Foundation President during the absence or until the Board appoints an interim replacement or hires a new person for the office. b. Vice President. The vice-president(s) will perform such duties as may be assigned by the Foundation President. c. Secretary. In the event the Board creates this office, the Secretary will keep a record of all Foundation Members. The Secretary will serve notice of all Member meetings keep the minutes of each such meeting; will execute, with the Foundation President, all Foundation contracts and instruments as authorized by the Board of Directors; will have charge of the books, papers and records of the Foundation all of which will at all reasonable times be open to the examination of any Member; will authenticate Foundation records; and will perform all duties incident to the office of Secretary, subject to the control of the Foundation President. The Secretary will submit reports as requested by the Foundation President. 7.4. Employees. Except as stated otherwise in these Bylaws or by separate contract, all Foundation Officers are at-will employees of the Foundation. 7.5 Salaries. The Board will determine the Foundation President's salary and benefits. The Foundation President will determine the salary and benefits for all other Foundation employees subject to Board approval. 7.6. Resignation. A Foundation Officer may resign by delivering written notice to the Foundation President, or if the resigning officer is the Foundation President, to the Chair. 7.7. Removal. The Board may remove any Foundation Officer at any time, with our without cause, by an affirmative vote of a majority of the Directors. A section regarding Conflicts of Interest was added: Policy Basis. It is the responsibility of each Foundation Officer and Director to discharge his or her duties in those respective capacities in good faith, in a manner the person reasonably believes to be in the best interests of the Foundation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A conflict of interest is defined as referring only to personal, proprietary interests of the persons covered by this policy and their immediate families and not to philosophical or professional differences of opinion. Real and apparent conflicts of interest with Foundation affairs may sometimes occur because the many persons associated with the Foundation have multiple interests and affiliations and various positions of responsibility within the community. It is likely that a person covered by this policy will owe identical duties to two or more organizations having similar activities. Conflicts of interest must be avoided because they place, or apparently place, the interests of others ahead of the Foundation's obligations to its corporate purposes and to the public interest. Conflicts of interest reflect adversely upon the persons involved and upon the institutions with which they are affiliated, regardless of the actual facts or motivations of the parties. However, it is decidedly not in the long-range best interests of the Foundation to terminate or cease all association with persons who may have real or apparent conflicts or dualities of interest if there is a prescribed and effective method of rendering such conflicts harmless to all concerned. 9.1. Policy Statement. Recognizing the underlying basis, it is the policy of the Foundation not to preclude dealings with those having actual or apparent conflicts or dualities of interest so long as the same are promptly and fully disclosed whenever they occur and the Board determines that the conflict or duality of interest is harmless to the Foundation. 9.2. Policy Coverage. This policy applies to all Board Members, members of Board committees, agents, the Foundation President and all other Foundation employees and all of their immediate family members, it also includes independent contractors providing services or materials to the Foundation, collectively all such individuals will be referred to as "Covered Persons." It is the obligation of the Board and the Foundation President to publicize this policy to all Covered Persons on a recurring basis. 9.3. Full Disclosure. All Covered Persons must disclose all real or apparent conflicts or dualities of interest with the Foundation's activities. Additionally, Covered Persons must annually complete a conflict of interest disclosure form as specified by the Board. "Disclosure" as used in these Bylaws is defined as providing a written description of the facts comprising the real or apparent conflict or duality of interest to the Foundation President or a Board Officer. 9.4 Proscribed Activity. Where Covered Person believes there may exist a real or apparent conflict or duality of interest, that person must, in addition to filing the notice of disclosure required under Section 9.3, abstain from making motions, participating in relevant deliberations, voting, executing agreements, attempting to influence others' votes, or taking any other similar direct action on behalf of the Foundation where the conflict or duality of interest might pertain. Provisions related to Bylaw Amendments were changed to: These Bylaws may be amended, added to or repealed by an affirmative vote of a majority of the Board Members at any regular or special meeting. |
| Form 990, Part XI, line 9: | Change in Split Interest Agreements 3,007,240. |
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