2023-04-20T08:28:25-05:00 2022-06-30 050409384 KAHN LITWIN RENZA & CO LTD 951 NORTH MAIN STREET PROVIDENCE RI 02904 990 2021-07-01 056014351 UNIVERSITY OF RHODE ISLAND FOUNDATION & ALUMNI ENGAGEMENT UNIV 4018747900 79 UPPER COLLEGE ROAD KINGSTON RI 02881 ADAM QUINLAN CFO 4018744490 2023-04-12 1 ADAM QUINLAN 999009999 PATRICK J MARTIN P00283486 4012742001 2023-04-12 3 AAL1 IAL1 2021 2023-04-26 12:10:37Z ADAM QUINLAN 79 UPPER COLLEGE ROAD KINGSTON RI 02881 59250139 0 X WWW.URIFAE.ORG X 1957 RI TO INSPIRE AND STEWARD PHILANTHROPIC SUPPORT BENEFITTING THE UNIVERSITY OF RHODE ISLAND (THE "UNIVERSITY") AND TO INFORM AND ENGAGE ALUMNI AS COMMITTED PARTNERS OF THE UNIVERSITY AND ITS MISSION AND TRADITIONS. 104 104 77 144 17047 16047 33736342 23818197 5446622 6989884 17820811 10007523 10909 49270 57014684 40864874 15972468 23176811 0 0 8224001 8834899 0 0 7449797 3749634 4735839 27946103 36747549 29068581 4117325 313161779 283152721 5637625 8121524 307524154 275031197 X TO INSPIRE AND STEWARD PHILANTHROPIC SUPPORT BENEFITTING THE UNIVERSITY OF RHODE ISLAND (THE "UNIVERSITY") AND TO INFORM AND ENGAGE ALUMNI AS COMMITTED PARTNERS OF THE UNIVERSITY AND ITS MISSION AND TRADITIONS. 0 0 8199914 8199914 2473009 BUILDING AND EQUIPMENT, THE UNIVERSITY OF RHODE ISLAND FOUNDATION RECEIVES GIFTS ON BEHALF OF DONORS THAT ARE RESTRICTED TO SUPPORT BUILDING AND EQUIPMENT INITIATIVES THROUGH THE UNIVERSITY CAMPUS. 5735517 5735517 1729772 PROGRAM SERVICES, THE UNIVERSITY OF RHODE ISLAND FOUNDATION RECEIVES GIFTS ON BEHALF OF DONORS THAT ARE RESTRICTED TO SUPPORT ACADEMIC PROGRAMS THROUGH THE UNIVERSITY. EXPENDITURES ARE PAID BY THE UNIVERSITY USING FOUNDATION FUNDS. PRIOR TO THE FOUNDATION FUNDING EXPENDITURES, THE UNIVERSITY PROVIDES DOCUMENTATION TO THE FOUNDATION TO ENSURE EXPENDITURES ALIGN WITH DONOR INTENDED PURPOSE. OCCASIONALLY THE FOUNDATION WILL PAY THE VENDOR DIRECTLY. 3098209 3098209 934387 SCHOLARSHIPS, AWARDS AND FELLOWSHIPS, THE UNIVERSITY OF RHODE ISLAND FOUNDATION RECEIVES GIFTS ON BEHALF OF DONORS THAT ARE RESTRICTED TO THE SUPPORT OF FINANCIAL AID FOR UNIVERSITY STUDENTS. TO ENSURE COMPLIANCE WITH ALL UNIVERSITY, FEDERAL AND STATE FINANCIAL AID REQUIREMENTS, THE UNIVERSITY SELECTS THE STUDENT RECIPIENT AND MAKES THE AWARDS DIRECTLY TO STUDENTS. THE FOUNDATION PROVIDES FUNDS TO THE UNIVERSITY FOR THE FINANCIAL AID EXPENDITURES. 6143171 6143171 1852716 OTHER PROGRAM SERVICES, THE UNIVERSITY OF RHODE ISLAND FOUNDATION RECEIVES GIFTS ON BEHALF OF DONORS THAT ARE RESTRICTED TO SUPPORT NUMEROUS PROGRAMS SUCH AS OUTREACH PROGRAMS, RESEARCH, ATHLETIC, VISITING LECTURERS, FACULTY CHAIRS, LIBRARY AND ADMINISTRATIVE SUPPORT. 6143171 6143171 1852716 23176811 1 1 0 1 0 0 0 0 0 1 1 0 0 0 1 1 1 0 0 0 1 0 0 0 1 1 0 1 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 1 17 10 1 77 1 1 1 0 0 0 0 1 1 0 0 0 0 0 0 X 104 104 1 0 1 0 0 0 0 1 1 0 1 1 1 1 1 1 1 1 1 1 0 RI X X ADAM QUINLAN 4018744490 79 UPPER COLLEGE ROAD KINGSTON RI 02881 ALAN G HASSENFELD TRUSTEE (TO 6/22) 1.00 X 0 0 0 ALAN G ZARTARIAN TRUSTEE (TO 6/22) 1.00 X 0 0 0 ALAN H WASSERMAN TRUSTEE (TO 6/22) 1.00 X 0 0 0 ALAN SHAWN FEINSTEIN TRUSTEE (TO 6/22) 1.00 X 0 0 0 ALFRED J VERRECCHIA EXEC BOARD CHAIR 8.00 X X 0 0 0 ANDREA M HOPKINS TRUSTEE (TO 6/22) 1.00 X 0 0 0 ANN M SPRUILL TRUSTEE (TO 6/22) 1.00 X 0 0 0 AUDREY B HALLBERG TRUSTEE (TO 6/22) 1.00 X 0 0 0 BARRY M GERTZ TRUSTEE 1.00 X 0 0 0 BRADFORD REED BOSS TRUSTEE (TO 6/22) 1.00 X 0 0 0 CAROL J MAKOVICH TRUSTEE (TO 6/22) 1.00 X 0 0 0 CAROLINE TENNANT KAULL TRUSTEE (TO 6/22) 1.00 X 0 0 0 CHARLES H WHARTON TRUSTEE (TO 6/22) 1.00 X 0 0 0 CHRISTOPHER J WOLFE TRUSTEE 1.00 X 0 0 0 COLLEEN GOUVEIA MOULTON BOARD MEMBER 2.00 X 0 0 0 CONSTANTINOS PERDIKAKIS TRUSTEE (TO 6/22) 1.00 X 0 0 0 DANIEL G LOWNEY BOARD MEMBER 2.00 X 0 0 0 DAVID J BUCKANAVAGE TRUSTEE 1.00 X 0 0 0 DAVID J MARTIRANO TRUSTEE 1.00 X 0 0 0 DEA T BELAZI BOARD MEMBER 2.00 X 0 0 0 DEBORAH A IMONDI BOARD MEMBER/INVEST. COMMITTEE CHAIR 2.00 X 0 0 0 DENNIS J DUFFY TRUSTEE (TO 6/22) 1.00 X 0 0 0 DIANE CHASE FANNON VICE CHAIR/MARKETING & COMMUNICATIONS 2.00 X 0 0 0 DIANE SULLIVAN TRUSTEE 1.00 X 0 0 0 DONALD N KAULL TRUSTEE (TO 6/22) 1.00 X 0 0 0 DONALD P SULLIVAN TRUSTEE (TO 6/22) 1.00 X 0 0 0 DR CYNTHIA D SCULCO BOARD MEMBER (T0 6/22) 2.00 X 0 0 0 DR DAVID DOOLEY EXECUTIVE BOARD, EX-OFFICIO (TO 8/21) 1.00 40.00 X 0 0 0 DR HEIDI KIRK-DUFFY TRUSTEE (TO 6/22) 1.00 X 0 0 0 DR KARINA M EDMONDS TRUSTEE (TO 6/22) 1.00 X 0 0 0 DR MARGARET S LEINEN TRUSTEE (TO 6/22) 1.00 X 0 0 0 DR MARIE C DIBIASIO TRUSTEE (TO 6/22) 1.00 X 0 0 0 DR MICHAEL A NULA TRUSTEE 1.00 X 0 0 0 DR WILLIAM CROASDALE III TRUSTEE (TO 6/22) 1.00 X 0 0 0 EDMUND D CIANCIARULO JR TRUSTEE (TO 6/22) 1.00 X 0 0 0 EDWARD B DEUTSCH BOARD MEMBER 2.00 X 0 0 0 EDWARD W BOUCLIN JR TRUSTEE (TO 6/22) 1.00 X 0 0 0 ERIC D ROITER TRUSTEE (TO 6/22) 1.00 X 0 0 0 ESTHER EMARD TRUSTEE 1.00 X 0 0 0 FRANK N CARUSO TRUSTEE (TO 6/22) 1.00 X 0 0 0 FREDERICK J NEWTON III BOARD MEMBER 2.00 X 0 0 0 GERALDINE M BARBER TRUSTEE 1.00 X 0 0 0 GREG WHITEHEAD TRUSTEE (TO 6/22) 1.00 X 0 0 0 HON WILLIAM R GUGLIETTA TRUSTEE (TO 6/22) 1.00 X 0 0 0 JACK M PARENTE TRUSTEE 1.00 X 0 0 0 JAMES A HOPKINS TRUSTEE (TO 6/22) 1.00 X 0 0 0 JAMES C FORTE TRUSTEE (TO 6/22) 1.00 X 0 0 0 JANE M STICH TRUSTEE (TO 6/22) 1.00 X 0 0 0 JEFFREY R CAMMANS TRUSTEE (TO 6/22) 1.00 X 0 0 0 JOHN J BROUGH JR TRUSTEE 1.00 X 0 0 0 JOHN S STRUCK TRUSTEE (TO 6/22) 1.00 X 0 0 0 JOSEPH G FORMICOLA JR TRUSTEE (TO 6/22) 1.00 X 0 0 0 JOSEPH M CONFESSORE TRUSTEE (TO 6/22) 1.00 X 0 0 0 KATHLEEN Y DUFFY TRUSTEE (TO 6/22) 1.00 X 0 0 0 KENNETH E KNOX TRUSTEE (TO 6/22) 1.00 X 0 0 0 KENNETH HYLANDER BOARD MEMBER 2.00 X 0 0 0 KENNETH N KERMES TRUSTEE (TO 6/22) 1.00 X 0 0 0 KEVIN M LOPES BOARD MEMBER 2.00 X 0 0 0 LAURA H CUNNINGHAM TRUSTEE (TO 6/22) 1.00 X 0 0 0 LAURIE WHITE TRUSTEE (TO 6/22) 1.00 X 0 0 0 LINDA A ANDERSON TRUSTEE (TO 6/22) 1.00 X 0 0 0 LISA A AHART TRUSTEE 1.00 X 0 0 0 LORNE A ADRAIN TRUSTEE (TO 6/22) 1.00 X 0 0 0 LOUIS R GIANCOLA BOARD MEMBER 2.00 X 0 0 0 LOUISE H THORSON TRUSTEE (TO 6/22) 1.00 X 0 0 0 LOUISE M MOWINCKEL BOARD MEMBER 2.00 X 0 0 0 MARC B PARLANGE EXECUTIVE BOARD (AS OF 8/21) 1.00 X 0 0 0 MARCIA A COSTELLO BOARD MEMBER 2.00 X 0 0 0 MARGO L COOK TRUSTEE (TO 6/22) 1.00 X 0 0 0 MARIBETH Q WILLIAMSON TRUSTEE 1.00 X 0 0 0 MARK A ROSS TRUSTEE (TO 6/22) 1.00 X 0 0 0 MARK P CHARRON EXEC BOARD TREASURER & FIN 6.00 X X 0 0 0 MARY A GRAY TRUSTEE (TO 6/22) 1.00 X 0 0 0 MARY D HIGGINS TRUSTEE (TO 6/22) 1.00 X 0 0 0 MARY D MAGEE TRUSTEE 1.00 X 0 0 0 MARY F CARMODY TRUSTEE (TO 6/22) 1.00 X 0 0 0 MATTHEW J LEONARD TRUSTEE 1.00 X 0 0 0 MICHAEL ANDREOZZI BOARD MEMBER 2.00 X 0 0 0 MICHAEL D FACITELLI TRUSTEE (TO 6/22) 1.00 X 0 0 0 MICHAEL F BRANDMEIER BOARD MEMBER 2.00 X 0 0 0 MICHAEL MCNALLY TRUSTEE 1.00 X 0 0 0 NATHANIEL NAZARETH SR TRUSTEE (TO 6/22) 1.00 X 0 0 0 NICOLE NOYA BOARD MEMBER 2.00 X 0 0 0 NORMAN G TASHASH TRUSTEE (TO 6/22) 1.00 X 0 0 0 PAUL M COFONI EXEC BOARD VICE CHAIR 4.00 X X 0 0 0 PERRY A RASO TRUSTEE 1.00 X 0 0 0 PETER F KOHLSAAT TRUSTEE (TO 6/22) 1.00 X 0 0 0 PETER J MINIATI III TRUSTEE (TO 6/22) 1.00 X 0 0 0 PHILIP J SAULNIER TRUSTEE (TO 6/22) 1.00 X 0 0 0 RAYMOND M MATHIEU TRUSTEE (TO 6/22) 1.00 X 0 0 0 RAYMOND M WILLIAMS EXEC BOARD VICE CHAIR 4.00 X X 0 0 0 RICHARD D RENDINE TRUSTEE (TO 6/22) 1.00 X 0 0 0 RICHARD G DUNN BOARD MEMBER (T0 6/22) 2.00 X 0 0 0 RICHARD J HARRINGTON BOARD MEMBER 2.00 X 0 0 0 ROBERT J PETISI TRUSTEE (TO 6/22) 1.00 X 0 0 0 ROBERT K VINCENT BOARD MEMBER 2.00 X 0 0 0 ROBERT L CONSIDINE TRUSTEE (TO 6/22) 1.00 X 0 0 0 ROBERT S RUSSELL TRUSTEE (TO 6/22) 1.00 X 0 0 0 RUSSELL RUEFF TRUSTEE 1.00 X 0 0 0 S KENT FANNON BOARD MEMBER 2.00 X 0 0 0 SANDRA PARILLO BOARD MEMBER 2.00 X 0 0 0 SANDY S MCCREIGHT TRUSTEE (TO 6/22) 1.00 X 0 0 0 SAUL KAPLAN TRUSTEE 1.00 X 0 0 0 SHANNON E CHANDLEY TRUSTEE (TO 6/22) 1.00 X 0 0 0 STEPHEN M CUNNINGHAM TRUSTEE (TO 6/22) 1.00 X 0 0 0 STEVEN R FRAZIER BOARD MEMBER 2.00 X 0 0 0 SULINA M MOHANTY BOARD MEMBER 2.00 X 0 0 0 THOMAS D CERIO III TRUSTEE 1.00 X 0 0 0 THOMAS J SILVIA TRUSTEE (TO 6/22) 1.00 X 0 0 0 THOMAS M CATALDO TRUSTEE (TO 6/22) 1.00 X 0 0 0 THOMAS M RYAN TRUSTEE 1.00 X 0 0 0 TRUDY C COLEMAN AUDIT COMMITTEE CHAIR 2.00 X 0 0 0 V SUSAN SOSNOWSKI EX-OFFICIO 1.00 X 0 0 0 VINCENT A SARNI TRUSTEE (TO 6/22) 1.00 X 0 0 0 WENDY FIELD BOARD MEMBER 4.00 X X 0 0 0 WESLEY R CARD TRUSTEE 1.00 X 0 0 0 YAHAIRA PLACENCIA TRUSTEE 1.00 X 0 0 0 ADAM QUINLAN CHIEF FINANCIAL OFFICER & VP RISK MNGT. 40.00 X 193450 0 38100 ELIZABETH O'ROURKE PRESIDENT 40.00 X 386300 0 48294 WENDY BUCCI CHIEF OPERATIONS OFFICER 40.00 X 169765 0 29248 G ERIC SCHONEWALD AVP DEVELOPMENT, HEALTH INITIATIVES 40.00 X 154054 0 34686 JACKIE NOWELL ASSOC. AVP DONOR RELATIONS 40.00 X 140384 0 27126 JOAO GARCIA SENIOR EXECUTIVE DIRECTOR/ GIFT PLANNING 40.00 X 146641 0 27472 KATHARINE FLYNN EXEC. DIR. OF CORP. & FOUN 40.00 X 153018 0 35349 SARAH LOBDELL AVP FOR PRINCIPAL GIFTS 40.00 X 186769 0 37720 1530381 0 277995 13 0 1 0 EASTERN STANDARD LLC PO BOX 275 LINWOOD NJ 08221 WEBSITE IMPROVEMENTS/MERGER 124744 1 2520 23815677 7671244 23818197 SERVICES FOR URI & AFF 611710 6989884 6989884 6989884 6193407 17047 6176360 22160115 18345999 3814116 3814116 3814116 57388 2520 23692 33696 33696 31148 15574 15574 15574 40864874 6989884 17047 10039746 23176811 23176811 899901 269970 629931 5879841 1669883 4209958 489479 163505 325974 975231 286323 688908 590447 194848 395599 90752 89408 1344 90086 90086 72000 72000 1499150 1499150 152046 37087 114959 454059 129650 324409 200996 163861 37135 94185 29674 64511 96721 96721 147463 147463 SPONSORSHIP & AWARDS 800596 769196 31400 DONOR CULTIVATION 528514 369794 158720 DUES & SUBSCRIPTIONS 427000 49362 377638 TEMP & STUDENT HELP 68626 52565 16061 13645 12395 1250 36747549 23176811 6120941 7449797 4170451 2240640 13711438 11820364 23258390 17224806 114391 9585 3373 1481 225019 272515 3274639 1564850 1728501 1709789 269555091 249665774 95180 395125 112587 313161779 283152721 821771 1027277 1309529 1276444 3506325 5817803 5637625 8121524 X 15678055 11161236 291846099 263869961 307524154 275031197 313161779 283152721 4117325 -36610282 0 X X 0 1 X 1 0 X 26257064 24685952 49811251 33747251 23818197 158319715 26257064 24685952 49811251 33747251 23818197 158319715 13647784 144671931 2054579 2503188 3225154 4163075 6193407 18139403 176459118 31784620 0.81990 0.91220 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 72000 72000 36675549 36747549 1000000 250000 0 0 1000000 1000000 1000000 1000000 4000000 6000000 72000 72000 72000 72000 288000 250000 250000 250000 250000 1000000 1500000 PART 11-A, LINE 1B, LOBBYING ACTIVITIES: THE FOUNDATION HAS HIRED PANNONE, LOPES, DEVEREAUX & WEST, LLC TO REPRESENT ITS INTEREST IN MATTERS BEFORE THE RHODE ISLAND GENERAL ASSEMBLY. 239252821 11447123 -25006890 7347829 218345225 179037117 14993986 53066896 7845178 239252821 164776641 17486102 3321570 6547196 179037117 160055185 8191813 3952336 7422693 164776641 145563238 11036879 9258160 5803092 160055185 0.02560 0.59390 0.38050 1 0 2898323 1294294 1604029 376316 270556 105760 1709789 DUE TO RELATED ORGANIZATIONS 4820459 DUE TO URI RESEARCH FOUNDATION 997344 5817803 X 2331676 -36610282 -36610282 38941958 1499150 423766 1922916 40864874 34824633 0 34824633 1499150 423766 1922916 36747549 PART V, LINE 4: THE FOUNDATION'S ENDOWMENT NET ASSETS CONSIST OF OVER 1,500 INDIVIDUAL FUNDS THAT WERE ESTABLISHED FOR A VARIETY OF PURPOSES. THE ENDOWMENTS INCLUDE BOTH DONOR IMPOSED TEMPORARILY AND PERMANENTLY RESTRICTED ENDOWMENT FUNDS AND FUNDS DESIGNATED BY THE FOUNDATION'S EXECUTIVE BOARD TO FUNCTION AS ENDOWMENT. THE FOUNDATION ADOPTED AN INVESTMENT POLICY FOR ENDOWMENTS WITH A LONG TERM INVESTMENT OBJECTIVE TO MAINTAIN AND GROW ITS PURCHASING POWER THROUGH EARNINGS. DURING THE PERIOD OF THIS RETURN (7/1/21-6/30/22),THE SPENDING RATE IS 5.05%. PART X, LINE 2: THE FOUNDATION IS EXEMPT FROM INCOME TAXES AS A PUBLIC CHARITY UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. MANAGEMENT BELIEVES THAT THE FOUNDATION OPERATES IN A MANNER CONSISTENT WITH THEIR TAX-EXEMPT STATUS AT BOTH THE STATE AND FEDERAL LEVEL. THE FOUNDATION ANNUALLY FILES IRS FORM 990 - (RETURN OF ORGANIZATION EXEMPT FROM INCOME TAX) REPORTING VARIOUS INFORMATION THAT THE IRS USES TO MONITOR THE ACTIVITIES OF TAX-EXEMPT ENTITIES. THE FOUNDATION ALSO ANNUALLY FILES IRS FORM 990-T - EXEMPT ORGANIZATION'S BUSINESS INCOME TAX RETURN, FOR ALL OF ITS FOREIGN INVESTMENT DISCLOSURE REQUIREMENTS. THE FOUNDATION CURRENTLY HAS NO TAX EXAMINATIONS IN PROGRESS. PART XI, LINE 4B - OTHER ADJUSTMENTS: REDUCTION IN PAYABLE TO URI RESEARCH FOUNDATION 423,766. PART XII, LINE 4B - OTHER ADJUSTMENTS: REDUCTION IN PAYABLE TO URI RESEARCH FOUNDATION 423,766. CENTRAL AMERICA AND THE CARIBBEAN - ANTIGUA & BARBUDA, ARUBA, BAHAMAS, 0 0 INVESTMENTS 67651402 0 0 0 0 0 0 67651402 0 67651402 1 0 1 0 1 0 PART III ACCOUNTING METHOD: FQC GOLF TOURNAMENT 53143 2520 50623 700 9360 5880 2922 FAST LANE GOLF OUTING 6765 0 6765 4472 358 59908 2520 57388 700 13832 5880 3280 23692 33696 31148 15574 0 31148 15574 15574 15574 RI 1 0 0 0 0 0 0 UNIVERSITY OF RHODE ISLAND GREEN HALL KINGSTON RI 02881 056000522 501(C)(3) 23176811 0 GENERAL PROGRAM EXPENDITURES FROM DONOR RESTRICTED FUNDS 1 X X X 0 1 0 0 0 0 0 0 0 ELIZABETH O'ROURKE PRESIDENT 362646 0 17654 0 6000 0 32293 0 16001 0 434594 0 0 0 ADAM QUINLAN CHIEF FINANCIAL OFFICER & VP RISK MN 184562 0 8888 0 0 0 16961 0 21139 0 231550 0 0 0 SARAH LOBDELL AVP FOR PRINCIPAL GIFTS 177719 0 9050 0 0 0 16593 0 21127 0 224489 0 0 0 WENDY BUCCI CHIEF OPERATIONS OFFICER 161688 0 8077 0 0 0 14749 0 14499 0 199013 0 0 0 G ERIC SCHONEWALD AVP DEVELOPMENT, HEALTH INITIATIVES 149054 0 5000 0 0 0 13715 0 20971 0 188740 0 0 0 KATHARINE FLYNN EXEC. DIR. OF CORP. & FOUN 153018 0 0 0 0 0 14313 0 21036 0 188367 0 0 0 JOAO GARCIA SENIOR EXECUTIVE DIRECTOR/ GIFT PLAN 141641 0 5000 0 0 0 13033 0 14439 0 174113 0 0 0 JACKIE NOWELL ASSOC. AVP DONOR RELATIONS 137384 0 3000 0 0 0 12700 0 14426 0 167510 0 0 0 PART I, LINE 4B ELIZABETH O'ROURKE 457B NON QUALIFIED RETIREMENT PLAN X 2430 APPRAISAL X 10982 APPRAISAL X 36 7001010 STOCK EXCHANGE X EQUIPMENT 2 656822 APPRAISAL 0 0 1 0 FORM 990, PART VI, SECTION A, LINE 2 CURRENTLY THE FOLLOWING TRUSTEES HAVE A FAMILY RELATIONSHIP WITH EACH OTHER: MRS. LAURA H. CUNNINGHAM AND MR. STEPHEN M. CUNNINGHAM, MRS. HEIDI KIRK DUFFY AND MR. DENNIS J. DUFFY, MS. SHANNON CHANDLEY AND MR. TOM SILVIA, S. KENT FANNON AND DIANE CHASE FANNON. FORM 990, PART VI, SECTION A, LINE 4 THE BY-LAWS WERE UPDATED WITH THE FOLLOWING. ARTICLE I - GENERAL INFORMATION: SECTION 5: ADDED A "DISTRIBUTION UPON DISSOLUTION" CLAUSE TO FORMALLY ACKNOWLEDGE REQUIRED PROCEDURES TO BE FOLLOWED FOR DISTRIBUTION OF ASSETS IN THE EVENT OF A TERMINATION OR DISSOLUTION OF THE ORGANIZATION. ARTICLE II - THE BOARD OF DIRECTORS: SECTION 1, STRUCTURE: UPDATED LANGUAGE TO REFLECT NEW GOVERNANCE STRUCTURE AT URI BY ELIMINATING REFERENCE TO THE "RI BOARD OF EDUCATION AND REPLACED WITH "BOARD OF TRUSTEES OF THE UNIVERSITY". ALSO REMOVED THE OR DESIGNEE" LANGUAGE RELATED TO THE EX-OFFICIO STATUS OF BOTH THE UNIVERSITY PRESIDENT AND THE CHAIR OF THE BOARD OF TRUSTEES. SECTION 2, TERM: ADDED LANGUAGE TO ADDRESS THE APPOINTMENT OF PARTIAL TERMS RESULTING FROM BOARD VACANCIES, PROVIDING THOSE PARTIAL TERMS SHALL NOT COUNT AGAINST TERM LIMITS. SECTION 3, ELECTION: CLARIFIED THE ROLE OF THE GOVERNANCE COMMITTEE TO MAKE "NOMINATIONS" FOR INDIVIDUALS TO SERVE AS DIRECTORS. SECTION 6, QUORUM: CLARIFIED THAT A MINIMUM OF TEN (10) "VOTING" MEMBERS SHALL CONSTITUTE A QUORUM IN ORDER TO TRANSACT BUSINESS AT MEETINGS. ARTICLE III - THE EXECUTIVE COMMITTEE: SECTION 1, STRUCTURE: ADDED THE PRESIDENT OF THE UNIVERSITY AS AN EX-OFFICIO (NON-VOTING) MEMBER OF THE EXECUTIVE COMMITTEE. ADDED A REVISION TO THE BYLAWS CHANGING THE AT-LARGE MEMBER COUNT FROM TWO TO THREE. SECTION 2, APPROVAL; TERM: ADDED LANGUAGE TO ACCOUNT FOR THE QUALIFICATION OF SUCCESSORS TO THE EXECUTIVE COMMITTEE AS TERMS ARE SET TO EXPIRE. SECTION 5, QUORUM: CLARIFIED THAT ANY ACT OF A SIMPLE MAJORITY OF THE "VOTING" MEMBERS OF THE EXECUTIVE COMMITTEE PRESENT AT ANY MEETING AT WHICH A QUORUM IS PRESENT SHALL BE THE ACT OF THE EXECUTIVE COMMITTEE. ARTICLE IV - OFFICERS: SECTION 2, TERM: INSERTED LANGUAGE TO CLARIFY THAT OFFICER NOMINATIONS SHALL BE MADE BY THE GOVERNANCE COMMITTEE. ALSO, CLARIFIED THAT OFFICERS SERVE FOR ONE (1) YEAR TERMS UNTIL THE NEXT ANNUAL MEETING OR UNTIL A SUCCESSOR IS ELECTED AND QUALIFIED". LASTLY, ADDED LANGUAGE STATING THAT "ANY OFFICER TERM MAY BE EXTENDED IN THE DISCRETION OF THE BOARD OF DIRECTORS DUE TO EXTENUATING CIRCUMSTANCES TO ENSURE EFFECTIVE GOVERNANCE". ARTICLE V - ALUMNI ENGAGEMENT COUNCIL: SECTIONS 2 AND 3: REVISED AND SIMPLIFIED THE NAME OF THE "GOVERNANCE & NOMINATING COMMITTEE" TO "GOVERNANCE COMMITTEE" FOR ACCURACY AND CONSISTENCY. THIS WAS ALSO REVISED IN LATER SECTIONS OF THE DOCUMENT AS APPROPRIATE. ARTICLE VI - STANDING COMMITTEE STRUCTURE: SECTION 1, STRUCTURE: REVISED TO REFLECT THAT EACH STANDING COMMITTEE SHALL HAVE AT LEAST TWO (2) MEMBERS WHO ARE "VOTING" BOARD MEMBERS. SECTION 2, APPOINTMENTS: CLARIFIED THAT THE BOARD CHAIR SHALL ANNUALLY APPOINT CHAIRS AND MEMBERS TO STANDING COMMITTEES, SUBJECT TO "RATIFICATION" (NOT APPROVAL) BY A MAJORITY OF THE BOARD OF DIRECTORS AT THE ANNUAL MEETING. SECTION 4, AUDIT COMMITTEE: INSERTED LANGUAGE TO REQUIRE THE COMMITTEE TO MONITOR COMPLIANCE WITH ETHICAL STANDARDS "AS REFLECTED IN THE CORPORATION'S CODE OF ETHICS POLICY AS AMENDED AND ADOPTED FROM TIME TO TIME (THE "CODE OF ETHICS")." SECTION 10, OTHER COMMITTEES: INSERTED LANGUAGE STATING THAT THE BOARD CHAIR SHALL APPOINT A COMMITTEE CHAIR ANNUALLY IF OTHER COMMITTEES ARE ESTABLISHED. ARTICLE VIII - MISCELLANEOUS PROVISIONS: SECTION 2, MEMBER CONDUCT AND REMOVAL. CLEANED LANGUAGE TO ADDRESS SPELLING AND TO ACCURATELY REFLECT CHANGES THROUGHOUT BYLAWS FOR CONSISTENCY BY REFERENCING OTHER COMMITTEES AND THE "CODE OF ETHICS". SECTION 4, SIGNATORIES. ADDED THE "CHIEF FINANCIAL OFFICER OF THE CORPORATION" AS AN AUTHORIZED SIGNATORY IN ADDITION TO THE CHAIR OF THE BOARD OF DIRECTORS AND PRESIDENT/CEO. SECTION 5, INDEMNIFICATION. REVISED TO MIRROR RI STATUTORY LANGUAGE. SECTION 8, PARLIAMENTARY AUTHORITY. REVISED LANGUAGE TO BE LESS RESTRICTIVE IN ADHERING TO ROBERT'S RULES OF ORDER AND INSTEAD FOLLOW IT AS A GENERAL GUIDE WHEN CONDUCTING MEETINGS. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY THE EXTERNAL AUDITORS AND REVIEWED BY MANAGEMENT. REVISIONS, CORRECTIONS, ETC. ARE MADE AS NECESSARY. ONCE MANAGEMENT IS SATISFIED WITH THE FORM, IT IS DISTRIBUTED TO THE AUDIT COMMITTEE FOR REVIEW AND APPROVAL. FORM 990, PART VI, SECTION B, LINE 12C ANNUALLY, FOLLOWING EACH URI FOUNDATION ANNUAL MEETING OF TRUSTEES, INDIVIDUALS WILL BE ASKED TO DISCLOSE TO THE URI FOUNDATION ANY PERSONAL INTEREST WHICH HE/SHE MAY HAVE IN ANY MATTER PENDING BEFORE THE ORGANIZATION AND SHALL REFRAIN FROM PARTICIPATION IN ANY DECISION ON SUCH MATTER. ANNUALLY, THE URI FOUNDATION PRESIDENT AND EXECUTIVE COMMITTEE (OR GOVERNANCE COMMITTEE) SHALL REVIEW AND MONITOR THE ANNUAL DISCLOSURE FORMS AND BRING TO THE ATTENTION OF THE EXECUTIVE COMMITTEE ANY DISCLOSED PERSONAL OR PRIVATE INTERESTS OF CONCERN FOR REVIEW. IF THERE IS REASONABLE CAUSE TO BELIEVE THAT AN INTERESTED PERSON FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE PERSONAL OR PRIVATE INTEREST, HAS DISCLOSED TO A THIRD PARTY A CONFIDENTIALITY, OR HAS ENGAGED IN A PROHIBITED ACTION, THE INDIVIDUAL WILL BE GIVEN THE OPPORTUNITY TO EXPLAIN. IF, AFTER HEARING THE RESPONSE, THE EXECUTIVE COMMITTEE BELIEVES A CONFLICT EXISTS, IT SHALL TAKE APPROPRIATE CORRECTIVE ACTION. FORM 990, PART VI, SECTION B, LINE 15 ANNUALLY THE EXECUTIVE COMMITTEE OF THE BOARD CONDUCTS A PERFORMANCE REVIEW AND EVALUATION OF THE PRESIDENT TO DETERMINE COMPENSATION AND BONUS FOR THE FOLLOWING YEAR. THE PRESIDENT CONDUCTS PERFORMANCE REVIEWS AND EVALUATIONS OF SENIOR LEADERSHIP AND PROVIDES COMPENSATION RECOMMENDATIONS TO THE EXECUTIVE COMMITTEE FOR THEIR REVIEW AND APPROVAL. THIS PROCESS INVOLVES THE REVIEW OF COMPARABLE COMPENSATION OF SIMILAR POSITIONS. ANNUALLY THE BOARD APPROVES THE ANNUAL BUDGET WHICH INCLUDES THE SALARY RAISE POOL. THE PRESIDENT ESTABLISHES THE COMPENSATION OF ALL OTHER STAFF. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS (ARTICLES OF INCORPORATION AND BY-LAWS), ITS CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE UPON REQUEST. THE ORGANIZATION WILL MAIL COPIES UPON REQUEST OR PROVIDE COPIES TO THOSE WHO COME TO THE ADMINISTRATIVE OFFICE DURING NORMAL BUSINESS HOURS. FORM 990, PART XII, LINE 2C AUDIT COMMITTEE THE AUDIT COMMITTEE INCLUDES THE FOLLOWING: JOHN BROUGH GEORGE BEDARD KYLE FLYNN CHRISTOPHER FRANKLIN ROXANNE PETTIWAY DONALD SULLIVAN UNIVERSITY OF RHODE ISLAND GREEN HALL KINGSTON RI 02881 056000522 EDUCATIONAL FACILITY RI GOVERNMENT 0 UNIVERSITY OF RHODE ISLAND RESEARCH FOUNDATION 75 LOWER COLLEGE RD KINGSTON RI 02881 364644408 RESEARCH FACILITY RI 501(C)(3) LINE 7 0 0 1 0 0 0 0 0 0 0 0 1 1 0 1 1 0 0 0 0