| FORM 990, PART VI, SECTION A, LINE 1A |
THE EXECUTIVE COMMITTEE SHALL ACT ONLY DURING INTERVALS BETWEEN MEETINGS OF THE BOARD OF DIRECTORS AND SHALL AT ALL TIMES BE SUBJECT TO THE CONTROL AND DIRECTION OF THE BOARD OF DIRECTORS. DURING SUCH INTERVALS AND SUBJECT TO SUCH CONTROL AND DIRECTION, THE EXECUTIVE COMMITTEE SHALL HAVE AND MAY EXERCISE ALL OF THE AUTHORITY AND POWERS OF THE BOARD OF DIRECTORS IN THE MANAGEMENT OF THE AFFAIRS OF THE CORPORATION, SUBJECT TO SUCH LIMITATIONS AS THE BOARD OF DIRECTORS MAY IMPOSE. |
| FORM 990, PART VI, SECTION A, LINE 3 |
BUILDING OPERATIONS, LEASING, AND OTHER PROPERTY MANAGEMENT DUTIES ARE DELEGATED TO TAPESTRY MANAGEMENT LLC. MISSION-RELATED WORK IS SUPPORTED BY AN EXECUTIVE DIRECTOR AND BY THE UEL BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 7A |
THE UNIVERSITY OF MINNESOTA FOUNDATION HAS THE RIGHT AS STAKEHOLDER TO APPOINT TWO DIRECTORS. |
| FORM 990, PART VI, SECTION B, LINE 11B |
THE EXECUTIVE COMMITTEE REVIEWS AND APPROVES THE FORM 990 PRIOR TO FILING. ONCE APPROVED, A COPY IS PROVIDED TO THE FULL BOARD WHERE IT IS REVIEWED AND APPROVED. |
| FORM 990, PART VI, SECTION B, LINE 12C |
BOARD MEMBERS COMPLETE CONFLICT OF INTEREST STATEMENTS ANNUALLY AND ARE REQUIRED TO REPORT ANY CHANGES AS THEY ARISE. IT SHALL BE THE POLICY OF UNIVERSITY ENTERPRISE LABORATORIES, INC. (HEREINAFTER REFERRED TO AS THE "CORPORATION") THAT ALL DIRECTORS SHALL SCRUPULOUSLY AVOID ANY CONFLICT BETWEEN THEIR OWN RESPECTIVE INDIVIDUAL INTERESTS AND THE INTERESTS OF THE CORPORATION IN ANY AND ALL ACTIONS TAKEN BY THEM ON BEHALF OF THE CORPORATION IN THEIR REPRESENTATIVE CAPACITIES. NO DIRECTOR OF THE CORPORATION SHALL USE HIS OR HER POSITION IN A MANNER THAT MAY CREATE A CONFLICT BETWEEN PERSONAL INTERESTS AND THOSE OF THE CORPORATION OR RELATED ENTITY, OR OTHERWISE ENGAGE IN ACTIONS THAT MAY CREATE A CONFLICT OF INTEREST. DIRECTORS SHALL COMPLY WITH ALL GOVERNMENTAL STATUTES, ORDINANCES AND REGULATIONS, INCLUDING THOSE RELATING TO CONFLICTS OF INTEREST. THE CORPORATION MAY ENTER INTO A TRANSACTION INVOLVING A CONFLICT OF INTEREST IF ANY ONE OF THE FOLLOWING IS TRUE: A. FAIRNESS AND REASONABLENESS: THE CONTRACT OR TRANSACTION WAS FAIR AND REASONABLE TO THE CORPORATION. WHETHER A CONTRACT OR TRANSACTION IS FAIR AND REASONABLE TO THE CORPORATION WILL BE DETERMINED BY LOOKING TO THE TIME THE CONTRACT OR TRANSACTION WAS ANTHORIZED, APPROVED OR RATIFIED. THE PARTY ASSERTING THE VALIDITY OF THE CONTRACT OR TRANSACTION HAS THE BURDEN OF ESTABLISHING THE CONTRACT OR TRANSACTION'S FAIRNESS AND REASONABLENESS TO THE CORPORATION. B. DISCLOSURE OF MATERIAL FACTS TO BOARD: THE MATERIAL FACTS ABOUT BOTH THE CONTRACT OR TRANSACTION AND A DIRECTOR'S INTEREST IN THE CONTRACT OR TRANSACTION ARE EITHER FULLY DISCLOSED OR KNOWN TO THE BOARD OR A COMMITTEE OF CORPORATION. IN SUCH CASES, THE CONTRACT OR TRANSACTION MUST BE AUTHORIZED, RATIFIED, OR APPROVED IN GOOD FAITH BY A MAJORITY OF THE BOARD OR COMMITTEE. THE VOTE OF ANY INTERESTED DIRECTOR DOES NOT COUNT FOR PURPOSE OF DETERMINING WHAT CONSTITUTES A MAJORITY VOTE, AND THE PRESENCE OF ANY INTERESTED DIRECTOR AT A MEETING AT WHICH SUCH A VOTE IS TAKEN DOES NOT COUNT IN DETERMINING THE PRESENCE OF A QUORUM. C. MERGER OR CONSOLIDATION: THE CONTRACT OR TRANSACTION IS A MERGER OR CONSOLIDATION DESCRIBED IN MINNESOTA STATUTES 317A.601. A DIRECTOR OF THE CORPORATION MAY BE A PARTY TO THE CONTRACT OR TRANSACTION AND MAY BE PRESENT AT THE MEETING AT WHICH THE CONTRACT OR TRANSACTION WAS AUTHORIZED, APPROVED, OR RATIFIED, BUT MAY NOT BE INVOLVED IN THE DISCUSSIONS OR VOTE ON SUCH TRANSACTION. |
| FORM 990, PART VI, SECTION B, LINE 15 |
THE EXECUTIVE COMMITTEE REVIEWS IN DETAIL AND APPROVES THE MANAGEMENT AGREEMENT. IN ADDITION, THEY REVIEW AND APPROVE THE BUDGET WHICH INCLUDES EMPLOYEE COMPENSATION AT THE BEGINNING OF EACH YEAR. |
| FORM 990, PART VI, SECTION C, LINE 19 |
INFORMATION IS AVAILABLE UPON REQUEST OF THE MANAGEMENT COMPANY OR MAILING. |
| FORM 990, PART XII, LINE 2C: |
THE PROCESSES FOR THE OVERSIGHT OF THE AUDIT AND THE SELECTION OF AN INDEPENDENT ACCOUNTANT WERE NOT CHANGED DURING THE YEAR. |
| FORM 990, PART IV, LINE 34: |
ON JANUARY 13, 2005, THE ORGANIZATION FORMED A TAXABLE SUBSIDIARY NAMED UEL REAL ESTATE HOLDINGS, LLC WITH A SEPARATE TAX EXEMPT ORGANIZATION. AS OF DECEMBER 31, 2019 THE ORGANIZATION OWNED 100.00%. UEL REAL ESTATE HOLDINGS, LLC IS A DISREGARDED ENTITY FOR FEDERAL TAX PURPOSES. A KEY PART OF THE ORGANIZATION'S EXEMPT PURPOSE IS TO PROVIDE UNIVERSITY ENTERPRISE LABORATORIES, INC (41-2093194) WITH LABORATORY SPACE AND ACCESS TO SHARED EQUIPMENT TO SUPPORT EMERGING LIFE SCIENCE COMPANIES. IN CARRYING OUT THIS EXEMPT PURPOSE, THE ORGANIZATION ACQUIRED AND RENOVATED A 126,000 SQ.FT. FACILITY. IN 2019, THE ORGANIZATION OPENED A NEW ADDITION, ADDING APPROXIMATELY 19,000 SQ.FT. TO THE FACILITY FOR A TOTAL OF 143,000 SQ.FT. ORIGINALLY, THE ORGANIZATION INTENDED TO FINANCE THE FACILITY THROUGH THE USE OF VARIABLE RATE REVENUE BONDS. THE ORGANIZATION LATER DETERMINED THAT IT WAS IN ITS BEST INTEREST TO UTILIZE NEW MARKET TAX CREDITS AND OTHER INVESTMENT MECHANISMS WHICH REQUIRE THAT THE FACILITY BE OWNED IN A SUBSIDIARY OF THE ORGANIZATION. THE ORGANIZATION EXPANDED ITS FACILITY IN 2019, WITH A NEW ADDITION OF 19,000 SQ.FT., FUNDED IN PART USING NEW MARKET TAX CREDITS AND CONVENTIONAL FINANCING. THE EXPANSION ADDED WET LABS, DRY LABS, OFFICE SPACE, AND CONFERENCE ROOMS TO BETTER SERVE UNIVERSITY ENTERPRISE LABORATORIES' MISSION. |
Attach to Form 990 or 990-EZ.