Policy 1. Governance, Organizational Values and Ethical Conduct
Section 1.1 Mission and Vision
The University of North Georgia Foundation, Inc. (UNG Foundation or Foundation) supports the mission of the University of North Georgia by promoting philanthropy from all constituents, managing and investing its assets responsibly, providing financial assistance for students, faculty and staff, and serving in an advisory role to the President of the University.
The Vision is to be recognized and respected as a premier foundation that supports, creates, and enhances educational and other opportunities at the University of North Georgia, which, otherwise would not be possible through tuition and state funding alone.
Section 1.2 Board of Trustees
The By-Laws of the UNG Foundation establish the Board of Trustees and the Executive, Investment, Finance and Audit, Trusteeship, and Development Committees for the purpose of governing the Foundation.
The Chief Executive Officer (CEO) and Chief Operating Officer (COO) regulate the day-to-day operations of the Foundation and the staff. The CEO and COO are vested with full executive and administrative power to negotiate and sign leases, contracts, and other agreements on behalf of the Foundation for the performance of Foundation business as authorized by the Board of Trustees, or the Executive Committee.
BOARD AUTHORITY
The Foundation shall have the following powers, discretion and authority, which may be exercised in a fiduciary capacity, as the Board of Trustees shall deem advisable, and such powers, authority and discretion shall be in addition to, and not in limitation of, any power and authority exercisable by the Foundation by virtue of any provision of law:
To solicit contributions and to accept gifts and grants in money and property, both real and personal, and other things of value for use in its purpose, and to take and hold title to all such; and it shall have the power and authority to disburse any and all funds and to dispose of such property for the purposes herein proposed.
To hold, manage, and retain all, or any part of, the assets of the Foundation in the form in which the same may be at the time of the receipts thereof as long as the Board of Trustees may deem advisable, to collect and receive rents, issues, profits and income therefrom, to enter into trust agreements and to invest and reinvest any funds in the Foundation or in any trust in any property, real or personal, or any kind or nature, including, without limitation, stocks, bonds, mutual funds, common trust funds, secured or unsecured obligations, mortgages, and option transactions, other securities, and any interests in any of the foregoing, or in any other type property, without being limited or restricted to investments prescribed or authorized for trustees by the law of the State of Georgia, or any other jurisdiction, and regardless of the lack of diversification thereof.
To sell, exchange, partition, redeem, or otherwise dispose of any property, real or personal, which may at any time form part of the property of the Foundation, at public or private sale, and without the requirements of any court order, upon such terms, including sales on credit, with or without security, in such manner, on such terms and conditions, and at such prices, as the Board of Trustees may determine; and in connection therewith, to enter into contracts or agreements, grants, options, and execute and deliver all requisite instruments.
To assign, transfer and convey all, or any part of, the Foundation’s property, real or personal, in the name of a nominee, with or without disclosure of any fiduciary relationship; but accurate records shall be maintained showing that such property is a Foundation asset.
To mortgage any real property which may at any time form part of the Foundation’s assets in such amount, and on such terms as the Board of Trustees may deem advisable; to lease any such property for such term or terms, and upon such conditions and rentals, and in such manner, as the Board of Trustees may deem advisable, and to renew or modify any such leases; to make repairs, replacements and improvements, structural or otherwise, of any such property, and to charge the expense thereof as the Board of Trustees may deem proper.
To borrow money for any purpose in connection with the administration of the Foundation, or for any other purpose, which the Board of Trustees may deem necessary or desirable, or otherwise; to execute promissory notes or other obligations for amounts so borrowed, and to secure the payment of any amounts so borrowed by mortgage or pledge of any real or personal property, which may at any time form part of the trust, including, without limitation, the pledge of any such property; without the requirement of a court order, on such terms and conditions as the Board of Trustees may deem best.
To renew, or extend, the time of payment of any obligation, secured, or unsecured, or of any installment of principal or interest thereon, payable to the Foundation for as long a period or periods of time, and on such terms, as the Board of Trustees may determine; to hold any such obligation after maturity as past due; to consent to the modification of the terms thereof, including the date of interest; to waive defaults in the performance of the terms thereof; to foreclose any mortgage held by the Foundation, and take thereof, affected by said mortgages, either temporarily or permanently, and in partial or complete satisfaction of any claim thereunder; to protect such property against, or redeem it from, forfeiture for nonpayment of taxes, assessments or other liens; to insure, protect maintain and repair such property, and generally to exercise, with respect to such property, all such rights and powers as may be exercised by a person owning similar property in his/her own right; and to adjust, settle, compromise, and arbitrate any claim or demand of any nature in favor of, or against, the trust upon such terms as the Board of Trustees may deem advisable.
In respect of any stocks or securities forming part of the assets of the Foundation, to vote upon any proposition or election at any meeting, and to grant proxies or consents, discretionary, or otherwise; to vote at any such meeting; to join in, or become a party to, any reorganization, readjustment, recapitalization, merger, voting trust, exchange, consolidation, dissolution, liquidation or similar plan; to consent to any such plan, and any action thereunder, and to any contract, lease mortgage, purchase, sale, or other action, by any Foundation; to deposit any stocks, or securities forming part of the Foundation’s assets with any committee, depositary, trustee, or otherwise, and delegate discretionary powers thereto, and to pay out any fees, expenses and assessments incurred in connection therewith, and to charge the amount the Board of Trustees may see fit; to exercise conversion, subscription, or other rights, or to sell or abandon such rights; to receive, and hold, any new stock, or securities, issued as a result of any reorganization, readjustment, recapitalization, merger, voting trust, exchange, consolidation, dissolution, liquidation, or exercise of conversion, subscription or other rights, whether or not the property so acquired is of the character prescribed or authorized for said Foundation by the laws of the State of Georgia, or any other jurisdiction; and generally to take all action in respect of any such stock, or securities, as the Board of Trustees may deem proper.
To apportion extraordinary and stock dividends, and all rights to subscribe to new, or additional stock or securities, between corpus and income, provided that all liquidating dividends shall be deemed to be corpus.
In connection with making investments, to determine whether or not to amortize premiums in whole, or in part.
To adjust, settle, compromise and arbitrate any claim or demand of any nature in favor of, or against the Foundation.
To cause any and all stocks, or securities, held as part of the assets of the Foundation to be transferred to, in the name of a nominee to be selected by the Board of Trustees for that purpose, without liability for any loss resulting from any action or inaction by such nominee contrary to the discretion of the Board of Trustees; to hold bonds in bearer name.
For the purpose of convenience and the better investment thereof, to hold the principal of the Foundation’s separate trust, for which the Foundation may be responsible, in one or more consolidated funds; and to invest the same in solido, provided that the Foundation shall maintain adequate records showing the pro-rata interest of all funds in the commingled assets.
To employ agents, auditors, attorneys, consultants, investment counselors and/or real estate brokers and to pay them reasonable compensation.
To determine the manner in which it shall assist University of North Georgia and University of North Georgia Alumni Association with funds of the Foundation, and the amounts of such funds it will provide.
And in general, to invest and reinvest funds of the Foundation, within their discretion and irrespective of any law with regard to the investment of trust funds, and to hold said funds in such deposit accounts or in such other assets as they may desire, without any order of any court; and they shall not be personally liable for any losses which may be sustained of such funds and assets by reason of their making any investment of, making any deposit, or holding any assets in any form or manner they may desire.
The operation of said Foundation, as well as its organization, shall be exclusively for the purpose herein stated; and no part of the assets of the Foundation shall inure to the personal benefit of or be distributable to its members, trustees, officers, or other private persons. No part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Foundation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this policy, this Foundation shall not engage in any activities or exercise any powers that are not in furtherance of the purposes of this Foundation.
FISCAL RESPONSIBILITY
The CEO/COO shall keep and maintain on a fiscal year basis, beginning July 1 and ending June 30, the books and records of the Foundation, which shall be subject to examination by a committee appointed for such purpose. An annual audit of all financial records will be conducted by a certified public accountant, and copies of the audit report shall be sent to each member of the Board of Trustees, and to the University of North Georgia, as required by Cooperative Organizations.
The treasurer in coordination with the CEO/COO shall provide three times per year to the Board of Trustees of the Foundation an analysis comparing actual disbursements to the budget. Each year’s budget presentation will compare the next year’s allocation to the current year.
All funds of the Foundation shall be kept in the name of the Foundation in such depositories and such investments as the Board of Trustees shall authorize from time to time, and shall be kept under the custody of the CEO/COO. All requests for disbursements of funds held by the Foundation along with the appropriate supporting documentation shall be made in writing and be approved by the CEO/COO. Request for disbursements exceeding $25,000 shall also require written approval of the Chairman or other officer of the Foundation (as defined by Article III Section 1 – Title of Officers in the Foundation Bylaws). Written approval may take the form of a facsimile, overnight letter, electronic transmission (to include email) or other means of providing written confirmation. The funds of the Foundation shall be paid when authorized by the Board of Trustees on checks, wire transfers, electronic transfers, drafts and other commonly accepted means of transacting business in the name of the Foundation by the CEO/COO. When those transactions exceed $25,000, those transfer documents will require a co-signature by one of the officers of the Foundation. The co-signature may be the CEO/COO, and is not required to be a voting board member officer.
Section 1.3 Conflict of Interest
The purpose of the conflict of interest policy is to protect the UNG Foundation by identifying and properly managing all conflicts of interest and appearances of a conflict of interest. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
DEFINITIONS
Interested Person – Any trustee, principal officer, or member of a committee with governing board-delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
Financial Interest – A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
An ownership or investment interest in any entity with which the Foundation has a transaction or arrangement.
A compensation arrangement with the Foundation or with any entity or individual with which the Foundation has a transaction or arrangement, or
A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Foundation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the Executive Committee decides that a conflict of interest exists, in accordance with this policy.
PROCEDURES
Duty to Disclose – In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Executive Committee.
Recusal of Self – Any trustee, principal officer, or member of a committee with governing board delegated powers, may recuse him or herself at any time from involvement in any decision or discussion in which the individual believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists.
Determining Whether a Conflict of Interest Exists – After the interested person discloses the potential conflict of interest and all related material facts and after any discussion, the interested person shall leave the board or committee meeting (if applicable) while the determination of a conflict of interest is discussed and voted upon. The Executive Committee members shall decide if a conflict of interests exists.
Procedures for addressing the Conflict of Interest -
An interested person may make a presentation at the Board or Committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of and the vote on the transaction or arrangement involving the possible conflict of interest.
The Chairman of the Board of Trustees shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the Executive Committee shall determine whether the Foundation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Executive Committee shall determine whether the transaction or arrangement is in the Foundation’s best interest and benefit, and whether it is fair and reasonable. In conformity with the above determination, the Executive Committee shall make its decision as to whether to enter into the transaction or arrangement.
Violations of the Conflicts of Interest Policy
If the Executive Committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the interested person of the basis for such belief and afford the individual an opportunity to explain the alleged failure to disclose.
If, after hearing the interested person’s response and after making further investigation as warranted by the circumstances, the Executive Committee determines the individual has failed to disclose an actual or possible conflict of interest, it shall take appropriate corrective action.
RECORDS OF PROCEEDINGS
The meeting minutes of the Board of Trustees and all Committees with board-delegated powers shall contain:
The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Executive Committee’s decision as to whether a conflict of interest in fact existed.
The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
COMPENSATION
A voting member of the Board of Trustees who receives compensation, directly or indirectly, from the Foundation for services is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Foundation for services is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the Board of Trustees or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Foundation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
ANNUAL DISCLOSURE STATEMENTS
Each trustee, principal officer and member of a committee with board delegated powers shall annually sign a Conflict of Interest Disclosure Form (see Appendix) which affirms such person:
Has received a copy of the conflict of interest policy,
Has read and understands the policy,
Has agreed to comply with the policy, and
Has an understanding that the Foundation is a charitable organization which, in order to maintain its federal tax exemption, must engage primarily in activities, which accomplish one or more of its tax-exempt purposes.
If at any time during the year, the information in the annual statement changes materially, the individual shall disclose such changes and revise their annual conflict of interest disclosure form.
The Executive Committee shall regularly and consistently monitor and enforce compliance with this policy by reviewing annual disclosure forms and taking such other actions as are necessary for effective oversight.
PERIODIC REVIEWS
To ensure the UNG Foundation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
Whether compensation arrangements and benefits (if any), meet the IRS Rebuttable Presumption requirements:
The compensation arrangement must be approved in advance by an authorized body of the applicable tax-exempt organization, which is composed of individuals who do not have a conflict of interest concerning the transaction,
Prior to making its determination, the authorized body obtained and relied upon appropriate data as to comparability, and
The authorized body adequately and timely documented the basis for its determination concurrently with making that determination.
Whether partnerships, joint ventures, and arrangements with management organizations (if any), conform to the Foundation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement or impermissible private benefit or in an excess benefit transaction.
When conducting the periodic reviews, the UNG Foundation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of Trustees of its responsibility for ensuring periodic reviews are conducted.
This policy is based on the IRS model conflict of interest policy, which is an attachment to Form 1023.
Section 1.4 Whistleblower Protection
The UNG Foundation requires trustees, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. This Whistleblower Protection policy is intended to encourage and enable employees and others to raise serious concerns internally so that the Foundation can address and correct inappropriate conduct and actions.
Representatives of the Foundation must practice honesty and integrity in fulfilling responsibilities and complying with all applicable laws and regulations. It is the responsibility of all board members, officers, employees and volunteers to report concerns about violations of law or regulations that govern the Foundation’s operations.
NO RETALIATION
It is contrary to the values of the UNG Foundation for anyone to retaliate against any trustee, officer, employee, or volunteer who in good faith reports an ethics violation, or a suspected violation of law, such as a complaint of discrimination, or suspected fraud, or suspected violation of any regulation governing the operations of the Foundation. An employee or trustee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment or board membership.
REPORTING PROCEDURES
The Foundation has an open door policy and suggests that trustees, officers, employees, and volunteers should report questions, concerns, suggestions or complaints with someone who can address them properly. In most cases, reports should be made to the Foundation CEO. Alternatively, reports can be made to the Chairman or Executive Committee if the person is not comfortable speaking with the CEO, or if they are unsatisfied with the initial response. Contact information may be found on the following website: https://unggive.org/ung-foundation/.
All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation. The CEO will notify the person submitting a complaint and acknowledge receipt of the reported violation or suspected violation within two weeks of receiving the complaint. The CEO is responsible for ensuring that all complaints about unethical or illegal conduct are investigated and resolved. The CEO will advise the Chairman, and/or Board of Trustees of all complaints and their resolution.
ACTING IN GOOD FAITH
Anyone filing a written complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.
CONFIDENTIALITY
Upon the request of the complainant, violations or suspected violations may be submitted on a confidential basis or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
This policy is adopted from the National Council of Nonprofits, Whistleblower Protection Policy, Copyright 2010, www.councilofnonprofits.org.
Section 1.5 Records Management and Retention
The purpose of the Records Management and Retention policy is to assist the UNG Foundation in properly protecting and managing the records it needs to maintain, while eliminating the records that are no longer legally or operationally required. This will help to ensure that the Foundation is following all applicable laws and regulations governing the management, retention and destruction of the Foundation’s legal, historical, business, and administrative records.
A “record” is any recorded information in any format (paper or electronic) that has been created by, received by, or for the Foundation in connection with its business transactions.
The following schedule outlines the minimum time periods specific types of records must be maintained.
The COO is responsible for identifying the records to be retained and making arrangements for the proper storage of the records, and handling the disposal of records whose retention period has expired.
Section 1.6 Purpose and Responsibility of the Policy Manual
The purpose of the Policies and Procedures Manual is to establish internal control and best business practices to operate the UNG Foundation and the programs it supports. It is designed primarily for use by UNG Foundation administrative officers and staff, and UNG campus fund administrators.
The CEO and COO of the UNG Foundation is ultimately responsible for the preparation and maintenance of this policies and procedures manual. All policies and procedures are subject to approval by the Executive Committee and Board of Trustees of the UNG Foundation. The manual’s accuracy will be examined annually and necessary revisions will be made.
The website https://unggive.org/foundation/policies will be the primary source for distributing the Policy and Procedure Manual.