Policy 1 Governance, Organizational Values & Ethical Conduct
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.
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.
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 $10,000 shall also require written approval of the Chairman or other officer of the Foundation. Written approval may take the form of a facsimile, overnight letter, electronic transfer 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 $10,000, those transfer documents will require a co-signature by one of the officers of the Foundation.