2019-05-15T11:11:52-05:00 2018-06-30 742900215 MAXWELL LOCKE & RITTER LLP 401 CONGRESS AVENUE SUITE 1100 AUSTIN TX 787019682 990 2017-07-01 741109640 EX-STUDENTS' ASSOCIATION OF UT EX-S 5124718839 PO BOX 7278 AUSTIN TX 78713 CHARLES HARRIS EXECUTIVE DIRECTOR 5124718839 2019-05-09 1 SEAN HOLCOMB P01249221 5123703200 64.250.8.44 2019-05-09 21:00:34 CD P 8FD9DC42323DE84C17295DCF43505139403BF514 D4F3E3F08227D51943B34A7937F561B643D5963D 2017 2019-02-21 02:37:17Z CHARLES HARRIS PO BOX 7278 AUSTIN TX 78713 33205500 0 X WWW.TEXASEXES.ORG X 1885 TX THE TEXAS EXES PROMOTES AND PROTECTS THE UNIVERSITY OF TEXAS AT AUSTIN AND UNITES ALUMNI AROUND THE WORLD. 24 24 78 500 870186 0 4746940 7999960 2700883 2948366 1751859 1978639 2501478 2370020 11701160 15296985 4500 3530679 0 0 4458327 4425881 0 0 605573 5645507 5894486 10108334 13851046 1592826 1445939 148298052 157581961 1873756 1738277 146424296 155843684 X THE TEXAS EXES PROMOTES AND PROTECTS THE UNIVERSITY OF TEXAS AT AUSTIN AND UNITES ALUMNI AROUND THE WORLD. 0 0 1394158 1332045 MEMBERSHIP, UNIVERSITY SUPPORT AND ALUMNI RELATIONS 952362 292786 PUBLICATION AND COMMUNICATIONS 5612911 3530679 SCHOLARSHIP AND STUDENT PROGRAMS 1588561 2415023 TRAVEL, SPECIAL EVENTS, OTHER 1588561 2415023 9547992 1 1 0 1 0 0 0 0 0 1 1 1 0 1 1 0 0 1 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 1 86 0 78 1 1 1 0 0 0 0 0 0 0 0 0 X 24 24 1 0 1 0 1 1 0 1 1 0 1 1 1 1 1 1 1 1 1 1 0 X AARON KENDALL 5128405612 2110 SAN JACINTO BLVD AUSTIN TX 78712 MR JOHN MASSEY CHAIR 1.00 X X 0 0 0 MR DEL WILLIAMS PRESIDENT 5.00 X X 0 0 0 MRS NANCY SELIGER PRESIDENT-ELECT 1.00 X X 0 0 0 MR WILL O'HARA TREASURER 1.00 X X 0 0 0 MR EDUARDO RODRIGUEZ SECRETARY 1.00 X X 0 0 0 MR AL JONES DIRECTOR 1.00 X 0 0 0 MR JEFF DUCHIN DIRECTOR 1.00 X 0 0 0 MS ZOE WILSON DIRECTOR 1.00 X 0 0 0 MS MADHU CHUGH DIRECTOR 1.00 X 0 0 0 MR JON NEWTON DIRECTOR 1.00 X 0 0 0 MR WICK ALEXANDER DIRECTOR 1.00 X 0 0 0 THE HONORABLE RICARDO HINOJOSA DIRECTOR 1.00 X 0 0 0 MRS KATHLEEN FARLOW DIRECTOR 1.00 X 0 0 0 MRS ANNIE HOLLAND MILLER DIRECTOR 1.00 X 0 0 0 MRS PATTY HUFFINES DIRECTOR 1.00 X 0 0 0 MR JAY HARTZELL DIRECTOR 1.00 X 0 0 0 MRS SUZAN GLICKMAN DIRECTOR 1.00 X 0 0 0 MR TODD MACLIN DIRECTOR 1.00 X 0 0 0 MR COURTNEY JEANS DIRECTOR 1.00 X 0 0 0 MR ALFIE MEYERSON DIRECTOR 1.00 X 0 0 0 MR JOHN CONNALLY IV DIRECTOR 1.00 X 0 0 0 MR DARON K ROBERTS DIRECTOR 1.00 X 0 0 0 MRS ELIZABETH NASH DIRECTOR 1.00 X 0 0 0 MRS MAURIE MCINNIS DIRECTOR 1.00 X 0 0 0 CHARLES HARRIS EXECUTIVE DIRECTOR 40.00 X 0 0 0 AARON KENDALL CFO 40.00 X 109273 0 16538 KIM GUNDERSEN ASSOCIATE EXECUTIVE DIRECTOR 40.00 X 208034 0 24455 BRIGID ANDERSON SR VP OF ADMINISTRATION & COMPLIANCE 40.00 X 124913 0 17937 KIM BORRON DIRECTOR OF HUMAN RESOURCES 40.00 X 103581 0 15766 STEVE BLACKBURN VP OF IT 40.00 X 115201 0 11771 LESLIE CEDAR FORMER EXECUTIVE DIRECTOR 0.00 X 0 458333 0 661002 458333 86467 5 1 1 0 EMMIS-TEXAS MONTHLY CUSTOM PUBLISHING PO BOX 1569 AUSTIN TX 78767 PUBLISHING SERVICES 348000 CATERING BY ROSEMARY INC PO BOX 1361 SAN ANTONIO TX 78295 CATERING SERVICES 321636 NORTON ROSE FULBRIGHT PO BOX 122613 DALLAS TX 75312 LEGAL SERVICES 255796 CAMP BUCKNER 3835 FM 2342 BURNET TX 78611 ORIENTATION CAMP 242775 BLUE CROSS BLUE SHIELD PO BOX 731428 DALLAS TX 75373 INSURANCE 224921 10 703059 7296901 16692 7999960 EVENTS & PROGRAMS 900099 954313 954313 OTHER PROGRAMS 900099 883310 883310 TOUR & TRAVEL 900099 577400 577400 UNIVERSITY SERVICES 900099 533343 533343 2948366 1087572 1087572 236573 0 236573 236573 236573 18764582 35000 17873515 35000 891067 0 891067 891067 LICENSING ROYALTIES 900099 1041959 1041959 CLASS RINGS, FRAMES & DIRECTORIES 900099 798702 798702 ADVERTISING 541800 292786 292786 2133447 15296985 3169668 870186 3257171 3530679 3530679 358299 195966 147178 15155 3282140 1795110 1348205 138825 249098 136240 102322 10536 285222 155997 117161 12064 251122 137347 103153 10622 865584 865584 280045 216790 32855 30400 240965 169230 53025 18710 344966 211262 120264 13440 271183 166076 94541 10566 38676 23686 13483 1507 4347 3405 453 489 958707 587125 334230 37352 230011 140862 80188 8961 PRINTING & PUBLICATIONS 832085 651712 86788 93585 SCHOLARSHIP AND AWARD A 529791 414947 55258 59586 FUNCTIONS & EVENTS 454302 355822 47384 51096 MEMBER DEVELOPMENT COST 136445 106868 14231 15346 707379 548868 81178 77333 13851046 9547992 3697481 605573 3879364 3978363 3487512 3516792 1795252 2795072 1387272 1241247 325000 300000 407433 398003 22670654 12752273 10464888 9918381 103143419 48109692 7671219 69050384 598302 827240 15138391 17446787 148298052 157581961 287090 812372 781579 262973 251957 0 553130 662932 1873756 1738277 X 59131628 62060752 87292668 93782932 146424296 155843684 148298052 157581961 1445939 7513051 460398 0 X X 0 1 X 1 0 X 4095406 4084229 903853 4746940 7999960 21830388 4095406 4084229 903853 4746940 7999960 21830388 21830388 2540640 2469851 460074 1733144 2366104 9569813 385025 538061 155328 510723 798702 2387839 33788040 9824457 0.64610 0.61090 X PART II, SHORT YEAR EXPLANATION: THE 2015 COLUMN IN SCHEDULE A, PART II INCLUDES AMOUNTS FROM MAY 1, 2016 - JUNE 30, 2016 TO REFLECT A CHANGE IN FISCAL YEAR END FROM APRIL 30 TO JUNE 30 DURING 2016. AS A RESULT, THE 2013-2014 COLUMNS REFLECT ACTIVITY FOR THE TAX YEARS 2014-2015 SO THAT THE MOST RECENT TAX REPORTING YEARS ARE INCLUDED. 24111 24111 13826936 13851047 842552 210638 0 0 615497 233219 655417 842552 2346685 3520028 1177 26722 24111 52010 153874 58305 163854 210638 586671 880007 1177 26722 24111 52010 SCHEDULE C, PART II-A, LINE 2, COLUMN (D)2015 THE 2015 COLUMN INCLUDES AMOUNTS REPORTED ON THE FORM 990 FOR MAY 1, 2016 - JUNE 30, 2016 TO REFLECT A CHANGE IN FISCAL YEAR END FROM APRIL 30 TO JUNE 30 DURING 2016. AS A RESULT, THE 2013 AND 2014 COLUMNS REFLECT ACTIVITY FOR TAX YEARS 2014 AND 2015 SO THAT THE MOST RECENT TAX REPORTING YEARS ARE INCLUDED. 87291026 4821435 5473401 3802930 93782932 78371700 4198852 9018246 4296130 87292668 77050901 1174340 409529 116211 78518559 76090382 8591401 -3755530 3875352 77050901 70691597 6618818 1989954 3209987 76090382 1.00000 1 0 19012929 10173018 8839911 3657725 2579255 1078470 9918381 PRIVATE EQUITY 69050384 F 69050384 ART COLLECTIONS & LAND 1565604 BENEFICIAL INTEREST IN ASSETS HELD BY OTHERS 15147749 ROYALTY RECEIVABLE 733434 17446787 CUSTODIAL FUNDS HELD FOR OTHERS 662932 662932 23019078 7513051 1427166 8940217 14078861 865584 352540 1218124 15296985 12985462 0 12985462 865584 865584 13851046 PART V, LINE 4: ENDOWMENT FUNDS ARE USED TO SUPPORT OPERATIONS AND OUR MEMBERS, AS WELL AS PRODUCE DISTRIBUTIONS FOR AWARDS PROGRAMS. PART XI, LINE 2D - OTHER ADJUSTMENTS: CHANGE IN NET ASSETS FROM DISCONTINUED OPERATIONS - LONGHORN VILLAGE 1,427,166. PART XI, LINE 4B - OTHER ADJUSTMENTS: INTERCOMPANY ELIMINATIONS FROM CONSOLIDATED FINANCIAL STATEMENTS 352,540. PART V, LINE 1A - BEGINNING OF THE YEAR BEGINNING OF YEAR BALANCE OF THE ENDOWMENT FUND HAS BEEN RESTATED DUE TO A PRIOR PERIOD ADJUSTMENT. 1 SCHOLARSHIPS 644 3530679 PART I, LINE 2: ELIGIBILITY IS DETERMINED AS PART OF THE APPLICATION AND SELECTION PROCESS. ONCE FUNDS ARE DISTRIBUTED TO THE SCHOLARSHIP RECIPIENT, THE ORGANIZATION HAS NO CONTROL ON HOW THE FUNDS ARE UTILIZED. X X X 1 1 X X X X 1 0 0 0 0 0 0 0 0 KIM GUNDERSEN ASSOCIATE EXECUTIVE DIRECTOR 151187 0 56500 0 347 0 15034 0 9421 0 232489 0 0 0 LESLIE CEDAR FORMER EXECUTIVE DIRECTOR 0 0 0 0 0 458333 0 0 0 0 0 458333 0 0 PART I, LINE 4A LESLIE CEDAR RECEIVED A SEVERANCE PAYMENT OF $458,333 DURING THE YEAR FROM CAMPUS SERVICES, INC., A RELATED ENTITY. FORM 990, PART VI, SECTION A, LINE 2 MR. JAY HARTZELL & MRS. MAURIE MCINNIS ARE BOTH EMPLOYED BY THE UNIVERSITY OF TEXAS. FORM 990, PART VI, SECTION A, LINE 4 SUMMARY OF BYLAWS CHANGES 1. OBJECTIVE. THE OVERALL OBJECTIVE OF THE PROPOSED MODIFICATIONS IS TO STREAMLINE AND MODERNIZE THE BYLAWS. 2. BOARD SIZE AND COMPOSITION. THE SIZE OF THE BOARD WOULD REMAIN THE SAME: 25 MEMBERS. THE COMPOSITION OF THE BOARD WOULD REMAIN ESSENTIALLY THE SAME EXCEPT FOR (I) A SLOT WOULD BE ADDED FOR ONE FORMER OR CURRENT CHAPTER PRESIDENT (IN LIEU OF CHAPTER ADVISORY BOARD CHAIR); (II) THE SLOT FOR THE CHAIR OF LONGHORN VILLAGE WOULD BE REMOVED; AND (III) THE SLOTS FOR A MEMBER OF THE DEVELOPMENT BOARD, MEN'S ATHLETIC COUNCIL REPRESENTATIVE, AND REPRESENTATIVE OF THE INTERNATIONAL ALUMNI WOULD BE REMOVED; HOWEVER, ANY OF THESE INDIVIDUALS COULD BE SELECTED AND SERVE AS BOARD MEMBERS. 3. BOARD SELECTION. THE BOARD WOULD BECOME A TRADITIONAL SELF-PERPETUATING GOVERNING BOARD THAT ELECTS ITS OWN SUCCESSORS. THE COUNCIL WOULD NO LONGER APPROVE BOARD APPOINTMENTS. 4. BOARD TERMS. BOARD MEMBERS WOULD SERVE A THREE-YEAR TERM AND WOULD HAVE A TWO-TERM LIMIT (EXCEPTIONS TO ALLOW THE PRESIDENT, PRESIDENT-ELECT AND IMMEDIATE PAST PRESIDENT TO COMPLETE THEIR OFFICER TERMS). BOARD TERMS WOULD BE STAGGERED SO THAT ONE-THIRD OF THE BOARD MEMBERS TERMS WOULD EXPIRE EACH YEAR. THESE NEW BOARD-RELATED PROVISIONS WOULD NOT TAKE EFFECT UNTIL JULY 1, 2018, AND ALL CURRENT DIRECTORS WOULD COMPLETE THEIR ORIGINAL TERMS. 5. BOARD MEETINGS. THE NUMBER AND STRUCTURE OF BOARD MEETINGS WOULD CONTINUE "AS IS," EXCEPT THAT PROXY VOTING WOULD NO LONGER BE PERMITTED. 6. COUNCIL. THE COUNCIL WOULD BECOME AN ADVISORY GROUP TO THE BOARD AND WOULD MAINTAIN A "CHARTER" APPROVED BY THE BOARD THAT WOULD BE SEPARATE FROM THE BYLAWS. THE COUNCIL WOULD NO LONGER APPROVE BOARD MEMBERS OR OFFICERS. 7. BOARD COMMITTEES. EXECUTIVE COMMITTEE. THE PROPOSED CHANGES INCLUDE MORE DEFINITION AND CLARITY REGARDING THE POWER OF THE EXECUTIVE COMMITTEE TO ACT ON BEHALF OF THE BOARD BETWEEN BOARD MEETINGS. THE EXECUTIVE COMMITTEE (A) WOULD ALSO ASSUME RESPONSIBILITY FOR THE INTERNAL AFFAIRS COMMITTEE (WHICH WOULD BE ELIMINATED) AND (B) WOULD ALSO ASSUME RESPONSIBILITY FOR REVIEW OF THE CEO PERFORMANCE. THE CHAIRS OF THE INVESTMENT COMMITTEE AND SCHOLARSHIP COMMITTEE WOULD NO LONGER AUTOMATICALLY SERVE ON THIS COMMITTEE AND INSTEAD TWO POSITIONS WOULD SIMPLY BE OPEN FOR APPOINTMENT BY THE PRESIDENT. OTHER COMMITTEES. THE OTHER STANDING COMMITTEES WOULD REMAIN "AS IS" EXCEPT, AS STATED ABOVE, THE INTERNAL AFFAIRS COMMITTEE WOULD BE ELIMINATED AND, IN ADDITION, THE CHAPTER ADVISORY BOARD AND PAST PRESIDENTS FORUM WOULD EACH CONVERT FROM BOARD COMMITTEES TO ASSOCIATION OPERATING COMMITTEES. EACH COMMITTEE WOULD HAVE ITS OWN SEPARATE BOARD-APPROVED COMMITTEE CHARTER. 8. OFFICERS. THE OFFICERS POSITIONS WOULD REMAIN "AS IS" BUT THERE WOULD BE SEVERAL TITLE CHANGES AS FOLLOWS: FIRST, THE "PRESIDENT" WOULD BECOME THE "PRESIDENT AND CHAIR OF THE BOARD" BUT WOULD CONTINUE TO BE GENERALLY REFERRED TO AS THE "PRESIDENT; AND, SECOND, EFFECTIVE JUNE 1, 2018, THE TITLE "IMMEDIATE PAST PRESIDENT" WILL REPLACE THE TITLE, "CHAIRMAN." IN EACH CASE, THE DUTIES OF THE OFFICE REMAIN THE SAME. 9. LEGAL MATTERS. INDUSTRY STANDARD CONFLICT OF INTEREST AND CONFIDENTIALITY PROVISIONS ARE ADDED AND A MORE COMPREHENSIVE UP-TO-DATE INDEMNIFICATION SECTION OFFERING BETTER PROTECTION FOR BOARD MEMBERS AND OFFICERS IS NOW INCLUDED. SUMMARY OF CHANGES TO CERTIFICATE OF FORMATION 1. ARTICLE V UPDATED TO READ: THE BUSINESS AFFAIRS OF THE CORPORATION SHALL BE MANAGED BY A BOARD OF DIRECTORS, WHICH SHALL BE COMPOSED OF NOT LESS THAN THREE (3) PERSONS. THE MEMBERS OF THE BOARD OF DIRECTORS SHALL BE APPOINTED IN ACCORDANCE WITH THE BYLAWS OF THE CORPORATION. 2. ARTICLE VII UPDATED TO READ: ALL FORMER STUDENTS OF THE UNIVERSITY OF TEXAS, INCLUDING ITS BRANCHES BY WHATEVER NAME KNOWN, AND OTHERS TO THE EXTENT DESCRIBED IN THE BYLAWS, SHALL BE ENTITLED TO BECOME MEMBERS OF THE CORPORATION WITHOUT VOTING RIGHTS. 3. ARTICLE XI UPDATED TO READ: THE REGISTERED OFFICE OF THE CORPORATION IS 1999 BRYAN STREET, SUITE 900, DALLAS, TEXAS 75201-3136. AND THE NAME OF THE CORPORATION'S REGISTERED AGENT AT SUCH ADDRESS IS CT CORPORATION SYSTEM. 6. ARTICLE XII UPDATED TO READ: THE BYLAWS OF THE CORPORATION SHALL BE ADOPTED BY THE BOARD OF DIRECTORS, AND THE POWER TO ALTER, AMEND, OR REPEAL SUCH BYLAWS OR THIS CERTIFICATE OF FORMATION SHALL BE SOLELY VESTED IN THE BOARD OF DIRECTORS, EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THE BYLAWS OF THE CORPORATION. FORM 990, PART VI, SECTION A, LINE 6 ANY GRADUATE OR FORMER STUDENT OF THE UNIVERSITY OF TEXAS AT AUSTIN ("THE UNIVERSITY"), ANY MEMBER OF THE FACULTY OR STAFF, OR ANY PERSON WHO EXPRESSES A GENUINE INTEREST IN THE WELFARE OF THE UNIVERSITY MAY BECOME A MEMBER OF THIS ASSOCIATION UPON APPROVAL OF APPLICATION AND PAYMENT OF THE DUES AS PRESCRIBED BY THE BOARD OF DIRECTORS. MEMBERS IN THE ASSOCIATION SHALL BE CLASSIFIED AS ANNUAL MEMBERS AND LIFE MEMBERS, AND THEIR ASSOCIATED RIGHTS AND PRIVILEGES SHALL BE DETERMINED BY THE BOARD OF DIRECTORS. OTHER MEMBERSHIP CLASSES CAN BE ESTABLISHED BY THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7A THE COUNCIL SHALL BE COMPOSED OF A BROAD AND DIVERSE CROSS-SECTION OF MEMBERS WHO REPRESENT THE INTERESTS AND CONCERNS OF THE ASSOCIATION'S VARIOUS CONSTITUENCIES AS THEY RELATE TO THE ASSOCIATION'S GOALS AND ACTIVITIES. COUNCIL MEMBERS SHALL STAY INFORMED OF THE ASSOCIATION'S AND THE UNIVERSITY'S ISSUES AND SHALL PROMOTE THE ASSOCIATION AND ITS ACTIVITIES TO THEIR CONSTITUENCIES. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS REVIEWED BY THE CFO AND EXECUTIVE DIRECTOR BEFORE BEING PRESENTED TO THE AUDIT COMMITTEE FOR APPROVAL AND THE BOARD OF DIRECTORS FOR REVIEW. FORM 990, PART VI, SECTION B, LINE 12C ANY CONFLICTS OF INTEREST ARE ADDRESSED AT THE BEGINNING OF EACH GOVERNING BODY MEETING. FORM 990, PART VI, SECTION B, LINE 15 THE ASSOCIATION REVIEWS AND PARTICIPATES IN ANNUAL ASSOCIATION COMPENSATION AND BENEFITS SURVEYS. THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS REVIEWS THE EXECUTIVE DIRECTOR'S PERFORMANCE AND DETERMINES COMPENSATION. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. AN ANNUAL REPORT CONTAINING FINANCIAL AND OTHER ASSOCIATION INFORMATION IS DISTRIBUTED ON AN ANNUAL BASIS. FORM 990, PART XII, LINE 2C: THE PROCESS FOR SELECTING AN INDEPENDENT ACCOUNTANT AND OVERSIGHT OF THE AUDIT OF THE FINANCIAL STATEMENTS HAS NOT CHANGED FROM THE PRIOR YEAR. LONGHORN VILLAGE 12501 LONGHORN PKWY AUSTIN TX 78732 200709981 TO ACQUIRE REAL PROPERTY AND TO DEVELOP, MARKET AND OPERATE PROPERTY AS CCRC TX 501(C)(3) LINE 9 0 CAMPUS SERVICES INC PO BOX 7278 AUSTIN TX 78713 746030356 MISCELLANEOUS SERVICES TX C 1.00000 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 CAMPUS SERVICES INC B 458333 CASH LONGHORN VILLAGE S 352569 CASH