Foundation Governance Clause Samples
The Foundation Governance clause establishes the rules and structures for managing and overseeing the operations of a foundation. It typically outlines the composition and responsibilities of the board of directors or trustees, sets procedures for meetings and decision-making, and may specify requirements for reporting and accountability. By clearly defining how the foundation is governed, this clause ensures effective oversight, prevents mismanagement, and provides transparency in the foundation’s activities.
Foundation Governance. For so long as the Voting Trust and Divestiture Agreement shall be in effect, the Foundation shall not take any action to change, amend, repeal or replace any provision of the Articles of Incorporation, Bylaws or other charter documents of the Foundation pertaining to the governance of the Foundation if such change would increase the influence or control of any governmental authority or its agents over the governance of the Foundation over the level of influence and control provided in the Articles of Incorporation and Bylaws of the Foundation on the date hereof.
Foundation Governance. 1. Unlike the University, the Foundation is not a public agency. The Foundation exists as a separate legal entity from the University and is not subject to the University’s control. The Foundation is a Kentucky nonprofit corporation that has been recognized by the Internal Revenue Service as a tax-exempt charity under Section 501(c)(3) of the Internal Revenue Code, as amended (the “Code”).
2. The Foundation’s Board of Directors is responsible for overseeing the Foundation’s operations, including control and management of its assets and prudent management of all gifts made for the benefit of the University, whether endowed or current use gifts, consistent with donor intent. This oversight is governed by a comprehensive set of articles of incorporation, bylaws, committee charters and policies that clearly address the fiduciary responsibilities of the Board of Directors, including requirements that individual board members act in good faith, on an informed basis, in a manner consistent with the Foundation’s fiduciary duties and the Foundation’s best interests, and in furtherance of the Foundation’s commitment to the University.
3. The Foundation shall establish, maintain and enforce policies to identify and manage potential conflicts of interest among its board members and staff. Such policies shall be reviewed on a regular basis and strictly enforced. While “direct investments” by the Foundation are prohibited (see III. B.4. below), the Foundation’s conflict of interest policies will prohibit any investment by the Foundation in a business in which any member of the University’s Board of Trustees or Foundation’s Board of Directors or any executive level employee or officer of the University or the Foundation have an ownership, employment, consulting or other financial relationship.
4. The Chair of the Foundation’s Board of Directors shall be a member of the Foundation’s Board of Directors, but shall not be the President of the University of Louisville.
5. The Foundation is responsible for employing, compensating, and evaluating all of its employees, including the Foundation’s top executive. As it relates to compensation for executive officers of the Foundation, the Foundation’s Board of Directors shall only act upon the recommendation of its Compensation Committee.
6. No officer or employee of the Foundation (including the Foundation’s chief executive), shall serve simultaneously as an officer of the University, without the prior approval of the University’s ...
Foundation Governance. Until Acquisition Company owns less than the Preferred Minimum Threshold and the Acquisition Company Second Minimum Share Amount (each such term as defined in Section 18 of the Stockholders' Agreement), the Foundation (i) shall use reasonable efforts to not permit the composition of the Board of the Directors of the Foundation to consist of any employee of the Company or its subsidiaries or any member of the immediate family of such employee who lives within 500 miles of such employee (collectively, the "Company Employee Group") unless 50% or more of the members of the Board of Directors of the Foundation are not members of the Company Employee Group; (ii) shall not permit any employee of the Company or its subsidiaries or any member of the immediate family of such employee to be a member of the Investment Committee of the Foundation; and (iii) shall cause any and all decisions with respect to the Foundation's investment in the Company to be determined by the Investment Committee of the Foundation.
Foundation Governance. The ▇▇▇▇▇▇ Island Youth and Family Services Foundation Board of Directors is responsible for overseeing and establishing the priorities and long-term plans of the Foundation and the control and management of all assets of the Foundation, including the prudent management of all gifts consistent with donor intent. The business and affairs of the Foundation are managed by the Board of Directors and its duly elected officers, consistent with its adopted bylaws.
Foundation Governance. Throughout the Term, the Foundation shall be governed by a board of directors (the “Foundation Board”) consisting of no fewer than nine (9) members, the composition of which shall be diverse and inclusive. Throughout the Term, no less than the greater of (i) one (1) member or (ii) ten percent (10%) of the membership of the Foundation Board will consist of each of (A) persons representing the historic preservation community and (B) persons representing the surrounding Fair Park community. The Director of the City’s Park and Recreation Department will serve as the Park and Recreation Department’s liaison to the Foundation Board but shall not be a member of the Foundation Board and shall serve in a non-voting capacity. In addition to the Foundation Board, throughout the Term, the Foundation may be advised by an advisory board.
Foundation Governance. A. The Foundation is a separately incorporated 501(c)(3) organization created to solicit, manage, distribute, and ▇▇▇▇▇▇▇ private resources to support the mission of the College.
B. The Foundation Board of Trustees is responsible for the control and management of all assets of the Foundation, including the prudent management of all gifts consistent with donor intent. The Foundation Board is further responsible for the performance and oversight of all aspects of its operations based upon a comprehensive set of bylaws addressing fiduciary responsibilities and ethical expectations for individual Board of Trustee members.
C. The Foundation may not abdicate to College personnel its fiduciary responsibility for the management of its funds
Foundation Governance