A meeting of the Executive Committee of the Purdue University Board of Trustees convened at 2:06 p.m. on Wednesday, March 3, 2021, in Hovde Hall, Room 119, on the Purdue University campus in West Lafayette, Indiana.

All committee members were present by means of electronic communication pursuant to the Electronic Meeting Policy: Michael Berghoff, chair (video); Gary Lehman, vice chair (video); Sonny Beck (video); JoAnn Brouillette (phone); and Vanessa Castagna (phone). Other trustees present by means of electronic communication (video) were: Theresa Carter; Michael Klipsch; and Noah Scott.

Officers and administrators in attendance by means of electronic communication (video) were: Mitch Daniels, president; Chris Ruhl, chief financial officer and treasurer; Jim Almond, senior vice president, assistant treasurer, and assistant secretary; and Steve Schultz, general counsel. Janice Indrutz, corporate secretary and senior executive assistant to the Board, and Theresa Mayer, executive vice president for research and partnerships, were in attendance in Room 119.

Pursuant to Article V, Section 1, of the Bylaws, during intervals between meetings of the Board, and subject to such limitations as may be required by law or specifically imposed by action of the Board, the Executive Committee has the authority to exercise all powers of the Board.

I. CALL TO ORDER

Secretary Indrutz conducted roll call of the Committee and confirmed that all members were in attendance.

II. APPROVAL OF PROJECTS AS RECOMMENDED BY THE PHYSICAL FACILITIES COMMITTEE

Chairman Berghoff stated that all members of the Executive Committee were present for the meeting of the Physical Facilities Committee which had convened immediately before this meeting. He noted that the Executive Committee had reviewed the materials presented to the Physical Facilities Committee and had heard the Committee’s unanimous vote to recommend Board approval of two projects: (1) plan, finance, construct and award construction contracts for a Hypersonics and Applied Research Facility, and (2) plan, finance, construct and award construction contracts for the Purdue Secure Research Facility. Recognizing the Executive Committee’s authority with regard to these actions, Chairman Berghoff called for a motion. Upon proper motion duly made and seconded, the Executive Committee, acting on behalf of the full Board, voted unanimously to approve both projects. Supporting materials were filed with the minutes.

III. APPROVAL OF PURDUE FOR LIFE/PURDUE ALUMNI ASSOCIATION REORGANIZATION

Mr. Matt Folk, vice president of university development and alumni engagement and president/CEO of the Purdue for Life Foundation, summarized the timeline of activities which had led to the formation of the Purdue for Life Foundation. He played one of several videos that, he said, would be shared with alumni and the university community as part of the communication and branding campaign that would follow the official closing of the reorganization scheduled for March 31, 2021. In response to a question from Chairman Berghoff after viewing the video, Mr. Folk expanded on how the videos would be used for marketing the new Purdue for Life Foundation and its integration of the Purdue Alumni Association.

Chairman Berghoff specified that the Executive Committee’s action today would authorize the management team to reach formal closure of the transactions contemplated by the joint plan and reorganization agreement among the Purdue Alumni Association, the Purdue for Life Foundation, the Purdue Research Foundation (PRF), and the University, which involved the consolidation of the University Development Office (UDO) operations with the alumni engagement functions of the Purdue Alumni Association (PAA) under the new Purdue for Life Foundation banner. He noted that the Committee had reviewed the following documents, which were provided with the advance materials for the meeting:

Agreements Related to the Purdue for Life/Purdue Alumni Association Reorganization:

1. Joint Plan and Reorganization Agreement among all the parties;
2. Outside Organization Participation Agreement between PRF and PAA;
3. Services and Meeting Space Agreement between Purdue for Life Foundation and PAA;
4. Memorandum of Understanding and Mutual License Agreement between the University
    and PAA;
5. License Agreement between PAA and Purdue for Life Foundation;
6. Operating Agreement of Purdue for Life Foundation;

New or Revised Agreements Among the University, PRF, and/or Purdue for Life Foundation:

7. Amended and Restated Services Agreement between the University and PRF;
8. Contribution and Services Agreement between PRF and Purdue for Life Foundation; and
9. Services Agreement between Purdue for Life Foundation and the University regarding
    UDO services.

After further discussion, and upon motion duly made and seconded, the Executive Committee, acting on behalf of the full Board, voted unanimously to: (1) approve the Purdue for Life/Purdue Alumni Association reorganization generally, and (2) authorize the appropriate officers of the University to execute the related agreements to which the University is a party (specifically documents 1, 4, 7, and 9 above), with such further changes as the officers may approve in their discretion. All supporting documents were filed with the minutes.

Trustee Castagna thanked General Counsel Schultz and Mr. Folk for their efforts, skill, and diligence in preparing the many documents necessary for the reorganization and for working with the Purdue Alumni Association to get to this point. Chairman Berghoff expressed his excitement and acknowledged the leadership of the Purdue Alumni Association, especially Mr. Dan Dawes, chair of the Purdue Alumni Association Board of Directors, and President Daniels. He observed that both Mr. Dawes and President Daniels had helped everyone understand the possibilities for the new Purdue for Life organization, which, he said, would improve alumni-facing activities and benefit all Boilermakers. Mr. Schultz informed the Committee that the Purdue Alumni Association Board of Directors was expected to act on the reorganization at its upcoming meeting scheduled for the following week.

IV. ADJOURNMENT

By consent, the meeting adjourned at 2:16 p.m.