Section 1. Standing and Special Committees
The Foundation will have Standing Committees and such other committees as the Chair and the Board deems necessary or desirable. Each committee shall have the option to create subcommittees to fulfill specific responsibilities. Standing Committees of the Board will be permanent. Special Committees will be formed by the Chair for special purposes as requested by the Board or, for advisory purposes only, as initiated by the Chair. Each committee will be staffed by an Office of Development and Alumni Engagement senior staff member as determined by the Executive Director.
A. Appointments – The Foundation Chair, in consultation with the Executive Director, will appoint committee chairs, vice chairs, and members on an annual basis, except as otherwise provided in the Bylaws.
B. Special Appointees – A Special Appointee may be appointed by the Board Chair to serve on a Committee in order to enhance the purposes of the Committee. Special Appointees are not Directors but do have full voting rights on the assigned Committee, although they have no other rights or privileges of a Director. Special appointees shall not make up more than twenty five percent (25%) of the membership of any given committee.
C. The Board shall have the following Standing Committees:
i. Executive Committee – The Executive Committee shall meet at the call of the Foundation Chair. A majority of the voting members of the Executive Committee shall constitute a quorum, and a majority vote of the voting members of the Committee present, shall be required to enact business of the Executive Committee. The Executive Committee shall have and may exercise all power and authority of the Foundation Board between meetings and shall be empowered to act on behalf of the Board in cases where a meeting of the full Board will not occur within the time frame necessary for approving an action deemed to be in the best interest of the Foundation. Actions by the Executive Committee shall be subject only to such restrictions as the Foundation Board may from time to time specify. A report of the actions taken by the Executive Committee shall be presented to the Foundation Board in a timely manner.
Members of the Executive Committee shall be the:
b. Vice Chair
c. Immediate Past Chair
d. President of the University
e. Board of Trustees Designee
f. Chair, Governance Committee
g. Chair, Development Committee
h. Chair, Finance and Audit Committee
i. Chair, Grants Committee
j. Chair, Investment Committee
k. Financing Corporation Designee, selected from the elected membership of the Foundation Board
l. MOCA Designee, selected from the elected membership of the Foundation Board
m. Executive Director
o. At-large members from the Foundation at the discretion of the Board Chair, Executive Director or University President
ii. Finance and Audit Committee – The Finance and Audit Committee shall advise the Foundation and make recommendations on all financial matters in close coordination with the Investment Committee. It shall review and approve the annual unrestricted operating budget, approve the annual audit, review and approve the annual IRS Form 990 and annual review and approve the annual spending and operating rate in coordination with the Investment Committee.
iii. Investment Committee – The Investment Committee is charged with maintaining and enhancing Foundation assets through the establishment of investment objectives and through on-going oversight and evaluation of the outsourced investment partner and the student investment portfolio (Osprey Financial Group) who are charged with the investment of Foundation assets. The primary investment objective of the Foundation Investment Committee is the protection and preservation of the Foundation’s assets, while the secondary objectives are revenue production and long term growth. It shall annually review and approve the overall draw from the endowment in coordination with the Finance and Audit Committee.
iv. Governance Committee – The vice chair of each Standing Committee will be a member of the Governance Committee along with up to three at-large members. The Governance Committee will inform the Board of current best practices in non-profit governance, conduct board self-assessment, regularly review governing documents, and will advise the Executive Committee on, and make recommendations for Board approval of governance practices, committee structure and succession, policies and assessment criteria. The Governance Committee shall further serve as the nominating body. Each year it will present a slate of proposed new members, a slate of members whose terms are under consideration for renewal, and a slate of officers to the Executive Committee, and then to the Board for approval at the last meeting of the fiscal year. The Committee may also present nominations for new members to the Board at other times during the year. The Committee may recommend exceeding the maximum fifty (50) member Board size limit as described in Article II, Section 1.
v. Development Committee – The Development Committee will advise and assist the Development and Alumni Engagement staff in the planning, development, implementation and support of fundraising efforts for the benefit of the Foundation and the University, including but not limited to, identifying, cultivating and soliciting donors. The Development Committee will enlist volunteers and other support as needed for external initiatives, as defined by the Executive Director. The Development Committee will provide leadership in the execution of the annual Foundation Unrestricted Board Giving Campaign. The Development Committee will provide leadership in the development of strategies for engagement and stewardship of current and future donors. During campaign periods, the Development Committee may become dormant and may be replaced by a Campaign Committee that shall be responsible for the planning and execution of campaign efforts.
vi. Grants Committee – The Grants Committee will review and recommend to the Board awards for faculty and staff grants funded through the Foundation’s unrestricted operating budget. The Grants Committee will develop strategies to promote a closer linkage between the Board and the University community, including through the support of University priorities as established by the Board in consultation with the University Administration.