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3.2.13

Governance and Administration: Institution-related entities

 

For any entity organized separately from the institution and formed primarily for the purpose of supporting the institution or its programs: (1) the legal authority and operating control of the institution is clearly defined with respect to that entity; (2) the relationship of that entity to the institution and the extent of any liability arising out of that relationship is clearly described in a formal, written manner; and (3) the institution demonstrates that (a) the chief executive officer controls any fund-raising activities of that entity or (b) the fund-raising activities of that entity are defined in a formal, written manner which assures that those activities further the mission of the institution.


Judgment
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Off-site Committee Comments

 

The University of Alabama Birmingham has four affiliated entities – UAB Research Foundation (UABRF); UAB Educational Foundation (UABEF); UAB Diabetes Trust Foundation (UABDTF); National Alumni Society of UAB (Alumni Society). All entities, except the UABDTF, have the appropriate documents that clearly define operating control, legal authority, relationship, liability clarity, and demonstration that fundraising activities are defined and controlled by the chief executive officer.


UAB and the UABDTF are currently working on an affiliation agreement to more clearly demonstrate UABDTF’s benefit to UAB and the educational, scientific, research and charitable activities that may be carried out by the University; detail the parties’ relationship and the responsibilities of each party; clarify that each is a separate legal entity; and secure the UABDTF’s agreement to abide by Board policy in regard to fundraising activities. Execution of that agreement by UABDTF is anticipated at the next board meeting in December, 2014.
 

Institutional Response

 

The affiliation agreement between UAB and the UAB Diabetes Trust Foundation (UABDTF) was fully executed in September 2014. 

 

The Affiliation Agreement between the parties (1) further demonstrates the entity’s existence is to benefit UAB and the educational, scientific, research and charitable activities that may be carried out by the University (Section 1); (2) details the extent of the parties’ relationship and the responsibilities of each party (Sections 2 and 3); (3) clarifies the understanding between the parties that each is a separate legal entity (separate corporate existence cannot generally be disregarded for the purpose of liability) (Section 6.02); and (4) secures the UABDTF’s agreement to abide by Board policy in regard to fundraising activities (Section 6.04.a). 



 
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