Prior to the College entering into or amending the terms of a Joint Venture, or creating a taxable entity, the following review and approval process should be followed
Prior to the College entering into or amending the terms of a Joint Venture, or creating a taxable entity, the following review and approval process should be followed:
a. Joint Ventures with Tax-Exempt Organizations:
In the case of a joint venture with a tax-exempt organization, a written summary of the proposed activity, including its strategic objective and the rationale for conducting the activity jointly with another entity, together with all documents proposed to be executed by or otherwise binding on the College (including the Joint Venture operating agreement or similar document ("Joint Venture Documents")) shall be submitted to the Provost, General Counsel, Executive Vice President/Chief Financial Officer, Vice President for Finance, and Controller.
They shall review the documents and either approve/disapprove the transaction or submit the documents to such other officials (including but not limited to the President) as they determine should review and approve/disapprove the transaction.
The President shall determine whether the proposal should also be submitted to the Board of Trustees for its approval/disapproval.
b. Joint Ventures with Taxable Organizations and Proposals to Create Taxable Entities:
In the case of a Joint Venture with a taxable organization, or a proposal to create a taxable entity, at an early stage in the consideration of the venture the College unit proposing the venture should bring the concept and a preliminary description of the activity, including its strategic objective and the rationale for conducting the activity jointly with a taxable entity or creating a taxable entity, to the attention of the Provost, General Counsel, Executive Vice President/Chief Financial Officer, Vice President for Finance, and Controller.
If approved by these administrators, the concept and preliminary description should be submitted to the President for his or her consideration. If the President agrees, he shall submit the concept and preliminary description to the Board of Trustees for its review. If the proposal is given preliminary approval by the Board, the College unit proposing the Joint Venture or taxable entity should proceed to prepare a complete plan for its implementation, including the safeguards set forth in the tax exemption requirements below.
The complete plan, together with the Joint Venture Documents (or documents establishing the taxable entity), should be submitted to the Provost, General Counsel, Executive Vice President/Chief Financial Officer, Vice President for Finance, and Controller. If they approve, they should forward the proposal to the President for his or her consideration. If the President concurs, he shall submit the proposal to the Board of Trustees for final review and approval/disapproval.
Where it is proposed that the College participate in a Joint Venture with a taxable entity, the College shall evaluate its participation in the Joint Venture under applicable Federal tax law and take steps to safeguard the College's exempt status. Examples of such safeguards include the following:
Any proposed amendments to the Joint Venture Documents or changes in the manner or method of the Joint Venture's governance or operation must not cause the Joint Venture or its operation to fail to fully satisfy the requirements set forth in the tax exemption requirements above.
A fully executed original of each of the Joint Venture Documents and all other significant documents and agreements relating to the Joint Venture, including, without limitation (as applicable), Articles of Incorporation or Organization, Bylaws, Operating Agreement, Partnership Agreement, Management Agreement, Service Agreements and Leases, and a fully executed original of all amendments to any of the foregoing, and if available, electronic copies of each of the foregoing shall be maintained by the Controller.
"Executed originals" may include facsimile or electronic signatures if permitted by the document so executed.
As used in this Policy, "Joint Venture" means any joint ownership or contractual arrangement through which there is an agreement for Dartmouth College (the "College"), either directly or indirectly, to jointly undertake with another person or organization a specific business enterprise without regard to (i) whether the College controls the venture or arrangement, (ii) the legal structure of the venture or arrangement, or (iii) whether the venture or arrangement is taxed as a partnership or as an association or corporation for federal income tax purposes.