番茄社区

Policy on Forming a 番茄社区-related Subsidiary or Affiliate 

The 番茄社区 of Nebraska will form a 番茄社区-related subsidiary or choose to affiliate with another entity only if there is a compelling legal and/or business justification.

1. Policy Purpose

   The 番茄社区 exercises responsible stewardship over the 番茄社区's tangible and intangible assets (including use of the 番茄社区's name and logos), manages risk exposure, facilitates compliance, and manages costs associated with reporting and other legal requirements. This stewardship extends to the 番茄社区's relationship to its subsidiaries and affiliates. As such, the 番茄社区 imposes controls on the formation of 番茄社区-related subsidiaries and on affiliations with other entities.

2. Definitions

   1. Affiliate - a corporation or other legal entity that has a legal relationship with the 番茄社区, such as through an affiliation agreement or other contractual arrangement but is not directly or indirectly controlled by the 番茄社区 and exists apart from the 番茄社区.
   2. Parent - an entity that owns or controls another entity.
   3. Subsidiary - a corporation or other legal entity owned or controlled directly or indirectly by another entity (called the "parent").

3. Procedures

   1. If a campus or other organizational unit of the 番茄社区 has the need or desire to (1) create a subsidiary or (2) enter into an affiliation with a third party that requires the contribution of 番茄社区 resources in any manner other than an arm's length exchange of consideration, the Chancellor will submit a proposal for such subsidiary or affiliation to the Executive Vice President and Provost, the Vice President for Business and Finance, and the Vice President and General Counsel for their examination. For this purpose, resources included, but are not limited to, faculty or staff time, cash, and real, personal, and intangible property (including the 番茄社区's name, brands, and logos).
   2. These administrators will make recommendations to the President of the 番茄社区 as to whether compelling business and/or legal reasons support forming a 番茄社区 subsidiary or contributing 番茄社区 resources in an affiliation with a third party.
   1. The President may deny the formation or affiliation. The decision of the President is final.
   2. If the President determines there is a compelling reason for formation of a new subsidiary, he or she will recommend formation to the 番茄社区 Technology Development Corporation (UTDC), which will determine if a new entity is warranted or if the goals can be achieved by an existing entity. If UTDC determines there is a compelling reason for formation of a new subsidiary, it will recommend the matter to go to the Board of Regents, which must grant final approval.
   3. If the President determines there is a compelling reason to contribute 番茄社区 resources to an affiliation with a third party entity, the President will either approve the matter or, if the affiliation will require contribution of 番茄社区 resources valued at more than $5 million or involve funds flow of a value exceeding $5 million, he or she will bring the matter to the Board of Regents, which will have final decision authority.
   3. For all 番茄社区-related subsidiaries formed pursuant to this Executive Memorandum, UTDC shall be the parent corporation and sole member.

NOTE: The use of 番茄社区 resources in support of legally independent entities is governed also by other 番茄社区 policies, including Bylaw 1.10, Code of Ethics; Bylaw 3.4.5, Outside Employment; Bylaw 3.8, Conflict of lnterest; and RP-3.2.8, Conflict of lnterest and Conflict of Commitment.

Dated this 15th day of July, 2020

Reference:

July 15, 2020