roane state
COMMUNITY COLLEGE
foundation
POLICY MANUAL
&
BYLAWS
Revised February 12, 2015
Roane State Community College Foundation
Policies and Procedures
TABLE OF CONTENTS
GENERAL PURPOSE…………………………. ........... Article 1
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MISSION, VISION, CORE VALUES………………….. Article 2
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CHARITABLE INSTITUTION STATUS………. .......... Article 3
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DEDICATED FUNDS
Special Requests/Donations ................................... Article 4
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INVESTMENT POLICY
Preamble ................................................................. Article 5.I
Investment Assets ................................................... Article 5.II
Supervision and Delegation .................................... Article 5.III
Investment Committee ............................................ Article 5.IV
Investment Consultant, Advisors, and Agents ......... Article 5.V
Responsibilities of the Financial Advisors…………..Article 5.VI
Objectives ............................................................... Article 5.VII
Asset Allocations ..................................................... Article 5.VIII
Rebalancing Procedures ......................................... Article 5.IX
Performance Standards .......................................... Article 5.X
Investment Guidelines ............................................. Article 5.XI
Asset Quality ........................................................... Article 5.XII
Asset Diversification ................................................ Article 5.XIII
Proxy Voting ............................................................ Article 5.XIV
Custody and Securities Brokerage .......................... Article 5.XV
Cash Flow Requirements ....................................... Article 5.XVI
Investment Restrictions ........................................... Article 5.XVII
Tax-Based Restrictions ........................................... Article 5.XVIII
Risk-Based Restrictions .......................................... Article 5.XIX
Exceptions to the Investment Restrictions............... Article 5.XX
Reporting Requirements ......................................... Article 5.XXI
Assets Not Under Management .............................. Article 5.XXII
Other Property ......................................................... Article 5.XXIII
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EARNINGS ALLOCATION AND SPENDING POLICY
Allocation of Investment Income and Net Appreciation
Endowment Funds .................................................. Article 6.I
Temporarily Restricted and Unrestricted Funds……Article 6.II
Nominal Assessment for Administrative Expenses.. Article 6.II
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ACCOUNTING AND PURCHASING PROCEDURES
Contributions ........................................................... Article 7.I
Receipts .................................................................. Article 7.II
Cash and Checks ............................................ Article 7.II.A
In-Kind Gifts..................................................... Article 7.II.B
Posting and Reconciliation ...................................... Article 7.III
Reporting................................................................. Article 7.IV
Purchases ............................................................... Article 7.V
Expenditures ........................................................... Article 7.VI
Authorized Purchases ............................................. Article 7.VII
Accounts Receivable ............................................... Article 7.VIII
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GIFT ACCEPTANCE POLICY ................................... Article 8
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GIFT ACCEPTANCE GUIDELINES
Valuation and Receipt of gifts .......................... Article 9.I
Cash Gifts........................................................ Article 9.I.A
Gifts of Public Stocks or Bonds ....................... Article 9.I.B
Gifts of Closely Held Stock .............................. Article 9.I.C
Personal Property Gifts ................................... Article 9.I.D
Real Estate Gifts ............................................. Article 9.I.E
Gifts of Life Insurance ..................................... Article 9.I.F
Gift Annuities ................................................... Article 9.I.G
Bequests in Wills ............................................. Article 9.I.H
Charitable Remainder Unitrust ........................ Article 9.I.I
Charitable Remainder Annuity Trust ............... Article 9.I.J
Charitable Lead Trusts .................................... Article 9.I.K
Grantor Lead Trusts ........................................ Article 9.I.L
Guidelines and Procedures ............................. Article 9.II
Gift Amounts.................................................... Article 9.III
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CODE OF ETHICS
Preamble ......................................................... Article 10.I
Scope .............................................................. Article 10.I.A
Fiduciary Responsibilities ................................ Article 10.I.B
Disclosure........................................................ Article 10.I.C
Restraint on Participation ................................ Article 10.I.D
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CODE OF ETHICS (cont’d)
Removal of Board Member for Violations ........ Article 10.I.E
Conflict of Interest ........................................... Article 10.II
The Use of Legal Counsel ............................... Article 10.III
Confidential Information .................................. Article 10.IV
Authorization ................................................... Article 10.V
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WHISTLE BLOWER POLICY
General ........................................................... Article 11.I
Reporting Responsibilities ............................... Article 11.ll
Reporting Concerns......................................... Article 11.II
Employees ............................................... Article 11.II.A
Directors and Other Volunteers ............... Article 11.II.B
Handling of Reported Violations .............. Article 11.II.C
Audit Committee Reporting ..................... Article 11.ll.D
Authority of Audit Committee ................... Article 11.II.E
No Retaliation .......................................... Article 11.II.F
Acting in Good Faith ................................ Article 11.II.G
Confidentiality .......................................... Article 11.II.H
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THE AUDIT COMMITTEE
The Audit Committee ....................................... Article 12
Responsibilities........................................ Article 12.A
Member Qualifications ............................. Article 12.B
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CHARTER ..................................................................
Ownership of Assets ....................................... A.
Powers ............................................................ B.
Board of Directors ........................................... C.
Charter Directors ............................................. D.
Officers ............................................................ E.
Executive Committee ...................................... F.
Meetings of Directors ...................................... G.
Bylaws ............................................................. H.
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BYLAWS .................................................................
Name ............................................................... Article I
Purpose and Objectives .................................. Article II
Board of Directors ........................................... Article III
Functions of Directors.............................. Article III
Director Emeritus ..................................... Article III
Executive Committee............................... Article III
Foundation Projects ................................ Article III
Solicitation of Funds ................................ Article III
Committees ............................................. Article III
General Policy ......................................... Article III
Meetings ........................................................... Article IV
Officers of the Foundation ................................ Article V
Voting ............................................................... Article VI
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BYLAWS (cont’d)
Duties of Officers .............................................. Article VII
Finances of Foundation .................................... Article VIII
Corporate Seal ................................................. Article IX
Bylaws .............................................................. Article X
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ARTICLE 1
General Purpose
I.
These Administrative Policies are for the purpose of providing an enabling
framework within which the operations and activities of the Roane State
Foundation can be prudently and effectively implemented throughout the
reaches of Roane State Community College in accord and in compliance
with the Foundation’s Charter, Bylaws, and other laws, rules and
regulations as are applicable.
ARTICLE 2
Mission
I.
The mission of Roane State Foundation (the Foundation or RSF) is to
maintain and enhance the quality of life in Roane, Anderson, Campbell,
Cumberland, Scott, Fentress, Morgan, and Loudon Counties by
developing friends and funds for the support of educational, cultural, and
service goals of Roane State Community College.
The Foundation assists the entire college family in promoting excellence
for this institution by securing financial support for special educational and
cultural activities, which are not part of the ongoing operational expenses
of the college.
II.
Generally, Foundation activities will include, but not be limited to, the
following:
a. to raise funds and promote gifts of real and personal property for
specific and general needs of the college;
b. to prudently manage the resources;
c. to provide opportunities for tax-deductible contributions for donors;
d. to provide funds for student financial aid, instructional equipment,
faculty development, and other needs of the college;
e. to cultivate interest and support for the College through its alumni and
former students;
f. to provide means for financing arrangements for construction and
leasing facilities, equipment, etc.;
g. to provide a communications link with the business community and
other prospective donors; and
h. to provide means to pay legitimate business expenses for College
activities which are not otherwise reimbursable by the College.
Vision
Mobilize resources and partnerships to enable Roane State Community College
to be the premier learning institution in our service area that transforms lives,
strengthens community, and inspires individuals to excellence.
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Core Values
Good Stewardship – Be efficient and accountable with the Foundation’s
resources.
Access – Provide an open door to any and all to help students achieve their
higher education goals.
Excellence – Support the college’s efforts to produce a high quality workforce
that drives the region’s economic growth and development.
Collaboration – Nurture and leverage partnerships to enhance the educational
environment in the service area.
Advocacy – Be champions for life long education.
ARTICLE 3
Charitable Institution Status
The Roane State Foundation is chartered as a Tennessee nonprofit organization.
The Foundation has been determined by the Internal Revenue Service to be
exempt from federal income taxation under the provisions of Section 501(c)(3) of
the U.S. Internal Revenue Code and has been issued the identification number of
58-1413034. The Roane State Foundation will conduct its operations and
activities with integrity and credibility designed to preserve this favored status.
Numerous tax benefits flow to individuals, corporations, and others making
donations to the Foundation.
ARTICLE 4
Dedicated Funds – Special Requests/Donations
I.
Nothing contained in these policies shall be deemed to limit or restrict the
right of a donor to the Foundation to specify the use or uses to be made of
such a contribution, including limitations on the use of the donation for the
benefit of a particular teaching site. However, the Foundation may not
accept a donation that has such a limitation or restriction if, in the opinion
of legal counsel, compliance would jeopardize or adversely affect the
status of the Foundation as an exempt organization described in Section
501(c)(3) of the Internal Revenue Code of 1986 as amended, or cause
any other adverse tax consequences to the Foundation.
II.
Roane State Foundation will seek to maintain some flexibility in its
application of the resources to it by soliciting unrestricted resources –
unrestricted as to the purpose or location within the College for their use.
The Foundation recognizes, however, that donors often prefer to specify
the use of their gifts. The Foundation will also seek and accept resources
whose use is specified by the donor to a particular purpose or teaching
site. The Foundation, when accepting a gift, will dedicate such specified
resources to use for the purpose or at the site specified by the donor.
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III.
A. A donor may specify to the Foundation, by means of a letter of intent,
the manner or location in which dedicated funds are to be expended. If
the donor does not specify a restriction, the donated funds will be
deposited in the general unrestricted account.
B. If the donor specifies that his or her contribution is for the College’s
greatest need (unrestricted gift) it will be deposited in the Foundation’s
general unrestricted account.
C. The Foundation will acknowledge the receipt of all special bequests or
donations. The acknowledgement of the receipt of tangible personal or
corporate property will include a description of the property. It will be
the responsibility of the donor to determine the value of the property.
D. A donation of ten thousand dollars ($10,000) or more may be
designated by the donor as an endowment.
ARTICLE 5
Investment Policy
I.
Preamble
It is the policy of the Board of Directors (Board) to treat all assets of Roane
State Foundation (RSF), including Funds that are legally unrestricted, as if
held by RSF in a fiduciary capacity for the sake of accomplishing its mission
and purposes. The following investment objectives and directions are to be
judged and understood in light of that overall sense of stewardship. In that
regard, the basic investment standards shall be those of a prudent investor as
articulated in applicable state laws.
II.
Investment Assets
For purposes of these policies, investment assets are those assets of RSF
which are available for investment in the public securities markets as stocks,
bonds, cash, or cash equivalents, either directly or through intermediate
structures. Other assets are described in RSF's Gift Acceptance Policies, and
are governed by those rules and not by these investment policies.
III.
Supervision and Delegation
The Board of Directors of RSF has adopted these policies and has formed an
Investment Committee, described below, to which it has delegated authority
to supervise RSF investments. The Board reserves to itself the exclusive right
to amend or revise these policies.
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IV.
Investment Committee
A. The Investment Committee (Committee) is comprised of the Foundation
Chair, Treasurer, and a minimum of three Board Members. The Chair of
the Investment Committee shall be elected from within the committee
membership. The President of the College, Foundation Executive Director,
Foundation Coordinator, and Administrative Assistant shall be invited to
attend and participate in all meetings of this committee but shall not have
voting privileges. It shall be the responsibility of the Committee to:
1. Supervise the overall implementation of RSF's investment policies by
RSF's staff and outside advisors;
2. Monitor and evaluate the investment performance of RSF's funds;
3. Report regularly on RSF investment matters to the Board of Directors;
4. Grant exceptions as permitted in these policies and recommend
changes in approved policy, guidelines, and objectives as needed; and
5. Execute such other duties as may be delegated by the Board of
Directors.
B. Whenever these policies assign specific tasks to the Committee, the
policies assume that the actual work will (or may) be performed by the
Foundation Executive Director, Foundation Coordinator, Administrative
Assistant or other designated staff members, subject only to the
Committee's overall supervision.
V.
Investment Consultant, Advisors, and Agents
A. The Committee is specifically authorized to retain one or more investment
advisors (Advisors) as well as any administrators, custodians, or other
investment service providers required for the proper management of
RSF's Funds. The Committee may utilize an Advisor as an investment
consultant (Consultant) to advise and assist the Committee in the
discharge of its duties and responsibilities. In that regard, a Consultant
may help the Committee to:
1. Develop and maintain investment policy, asset allocation strategies,
risk-based fund objectives, and appropriate investment management
structures;
2. Select, monitor, and evaluate Investment Advisors and/or investment
entities;
3. Provide and/or review quarterly performance reports and assist the
Committee in interpreting the results;
4. Review portfolios and recommend actions, as needed, to maintain
proper asset allocations and investment strategies for the objectives of
each fund; and
5. Execute such other duties as may be mutually agreed.
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B. In discharging this authority, the Committee can act in the place and stead
of the Board and may receive reports from, pay compensation to, enter
into agreements with, and delegate discretionary investment authority to
such Advisors. When delegating discretionary investment authority to one
or more Advisors, the Committee will establish and follow appropriate
procedures for selecting such Advisors and for conveying to each the
scope of their authority, the organization's expectations, and the
requirement of complete compliance with these Policies.
VI.
Responsibilities of the Financial Advisors
A. Fiduciary Responsibilities - Investment Advisors are expected to manage
the Foundation’s assets in a manner consistent with the investment
objectives, guidelines, and constraints outlined in this policy and in
accordance with federal and state law.
B. Asset Allocation - The Fund is expected to operate within an overall asset
allocation strategy defining the Fund's mix of asset classes. This strategy
sets a long term percentage target for the amount of the Fund's market
value that is to be invested in any one asset class. The Investment
Advisors are responsible for advising the Foundation on the timing
decisions and formulating an acceptable time horizon in which to rebalance the investments, and/or recommending deviations in the policy.
VII.
Objectives
RSF's primary investment objective is to preserve and protect its assets by
earning a total return for each category of assets (Fund), which is appropriate
for each Fund's time horizon, distribution requirements, and risk tolerance.
RSF currently maintains Operating Reserves, Temporarily Restricted Funds,
Endowments, and Charitable Trust Funds, and may add other Funds in the
future. These policies apply to all RSF Funds, although the specific
objectives, risk parameters, and asset allocation will vary, as appropriate,
from Fund to Fund.
The Committee has selected a blended investment approach in order to
diversify the entire asset pool. By doing so, it is the committee’s desire to
reduce the risk of wide swings in market value from year to year.
All investments shall be invested in accordance with sound investment
practices that emphasize prudent investment fundamentals. The Fund seeks
to maintain a moderate level of current income and achieve an average real
rate of return of 5% over the long term, net of fees.
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VIII.
Asset Allocations
A. Actual asset allocations for each Fund will be established and maintained
by the RSF on the advice of its Consultant and/or Advisors, within the
ranges provided in the following table:
Asset Class:
Total Equities
Domestic Large Cap
Domestic Mid Cap
Domestic Small Cap
International Common Stocks
Fixed Income
Domestic Inv Grade Bonds
International Inv Grade Bonds
High Yield
Cash Equivalents
Diversifying Strategies**
Diversifying Strategies with Daily Liquidity
Diversifying Strategies without Daily Liquidity
Minimum Target*** Maximum
Revised Revised Revised
40%
60%
70%
20%
3%
3%
5%
20%*
40%
15%
15%
16%
40%
60%
20%
0%
0%
0%
55%
5%
6%
20%
0%
20%
0%
0%
15%
5%
*Cash positions up to 20% of Portfolio Value could warrant Total Equity or
Total Fixed Income allocations to fall below the minimum targets.
**Diversifying Strategies include anything other than traditional equity and
bond strategies. All diversifying strategies without daily liquidity must be
approved for use by the Investment Committee prior to acquisition.
***Targets are provided to indicate long term expectations. Deviations
from targets are expected, allowing managers to take advantage of market
conditions, manage risk, and aid in achievement of return goals.
B. When appropriate, specific objectives for each Fund, including specific
asset allocation parameters and performance standards, may be reflected
in an appendix attached to these policies. Such specific objectives shall
nonetheless be within the foregoing ranges which can only be modified by
the Committee with the approval of the Board.
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IX.
Rebalancing Procedures
The Committee will monitor the asset allocation based on reports provided by
RSF's Consultant and/or Investment Advisors. The portfolio will be
rebalanced quarterly unless the asset value exceeds 5 percent of the
allowable range. In that case, rebalancing will be done as soon as possible.
The RSF Board recognizes the evolving nature of the Investment world and
the Investment Committee is authorized to approve imbalances in the
portfolio asset allocation if it deems the potential rewards outweigh the
incremental risk. To achieve rebalancing, RSF may either move money from
one asset class to another or may direct future contributions and expenditures
from particular classes as is most convenient.
X.
Performance Standards
A. Total Fund Benchmarks - The Committee will consider Total Fund
performance to be adequate if the following policy index is surpassed, net
of fees:
Asset Class
Domestic, Large Cap
Common Stocks
Domestic Mid Cap
Common Stocks
Domestic, Small Cap
Common Stocks
International Stocks
Investment Grade Bonds
Allocation
Benchmark
35%* Standard & Poor's 500 Index
7% Russell Mid Cap Index
7%
11%
40%
100%
Russell 2000 Index
EAFE GDP Index
Lehman Aggregate Index
Roane State Policy Index
*Large Cap Benchmark Index includes 6% allocation for allowable
Alternative Investments
In order to achieve the investment objective of preserving the purchasing
power caused by inflation, a performance target of the Total Fund is to
exceed a benchmark of 5% on an inflation adjusted (real) basis over a
three and five-year time period, net of fess.
B. Monitoring of Objectives - Investment Advisors will be monitored for
consistency of investment philosophy, return relative to objectives, and
investment risk (as measured by asset concentration, exposure to
extreme economic conditions and volatility). The Committee, on an
ongoing basis, will monitor the portfolio, with results evaluated over a full
market cycle. The Committee will make regular reviews of the Advisors in
order to confirm that the factors underlying the performance expectations
remain in place.
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C. Performance Monitoring - The performance of the funds will be monitored
on an ongoing basis and it is at the Committee’s discretion to take
corrective action by replacing an advisor if they deem it appropriate. A
fund evaluation may be initiated if a fund fails to achieve agreed upon
performance objectives.
A fund evaluation may include the following steps:
1. Analysis of portfolio characteristics to determine the cause for underperformance or to verify a change in styles;
2. Contact with the fund company for inquiries regarding organizational
changes and any changes in strategy or discipline;
3. A formal review of gathered information leading to a decision to either
(a) retain the fund in a normal capacity; (b) retain subject to a “watch
list” status; or, (c) terminate.
4. A formal review of gathered information leading to a decision to either
(a) retain the Advisors in a normal capacity; or, (b) terminate.
D. Watch List – Funds falling short of plan guidelines are to be placed on a
watch list for further analysis and monitoring. The analysis process is
outlined above and should be performed whenever funds fail to meet
Investment Policy Statement (IPS) guidelines.
E. Process Evaluation – The Committee acknowledges that fluctuating rates
of return characterize the securities markets, particularly during short-term
time periods. The Committee intends to evaluate fund performance from
a long-term perspective.
The Committee will review this IPS at its meetings to determine if the target
asset allocation continues the feasibility of achieving investment objectives. It
is not expected that the IPS will change frequently. In particular, short-term
changes in the financial markets should not require adjustments to the IPS,
but a thorough review of the IPS should be conducted annually.
The Advisors will timely inform the Committee of any changes in firm
ownership, organizational structure, key professional personnel, or
fundamental investment philosophy.
XI.
Investment Guidelines
A. To accomplish its investment objectives, RSF is authorized to utilize any
legal investment structure including separately managed portfolios, mutual
funds, exchange traded funds, limited partnerships, and other commingled
investment entities. This authority is subject to the requirements and
restrictions contained in these policies.
B. When utilizing mutual funds or other commingled entities, the Committee
shall see that RSF's staff, Consultant, and/or Investment Advisors have
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selected the investment entity appropriately based on the strategies and
provisions contained in the entity’s prospectus. In that event, the terms
and conditions of the prospectus are deemed to control the entity's internal
asset allocation, asset quality, diversification, and other requirements.
C. For separately managed portfolios, the following additional requirements
shall apply:
XII.
Asset Quality
A. Common stocks -- The Advisor may invest in any unrestricted, publicly
traded common stock that is listed on a major exchange or a national,
over-the-counter market, and that is determined appropriate by the asset
managers for the portfolio objectives, asset class, and/or investment style
of the Fund that is to hold such shares.
B. Convertible preferred stock and convertible bonds -- The Advisor may use
convertible preferred stocks and bonds as equity investments. The quality
rating of convertible preferred stock and convertible bonds must be BBB
or better, as rated by Standard & Poor's; or BAA or better, as rated by
Moody's; the common stock into which both may be converted must
satisfy the standard of Section A, above.
1. Fixed-income securities -- The quality rating of bonds and notes
must be Investment Grade or better, as rated by Standard &
Poor's or Moody's; The Advisor may not utilize derivatives without
the prior permission of the Committee.
2. Short-term reserves -- The quality rating of commercial paper
must be A+1, as rated by Standard & Poor's; P+1, as rated by
Moody's; or better. The assets of any money market mutual funds
must comply with the quality provisions for fixed-income securities
or short-term reserves.
3. Other securities -- The Advisor may invest in real estate
investment securities (REITs), international securities traded in
the United States directly or as depositary shares, international
securities traded on recognized foreign exchanges, and any other
publicly traded investments that the Committee determines to be
appropriate.
XIII.
Asset Diversification
The Advisor will maintain reasonable diversification at all times. The equity
securities of any one company should not exceed 5 percent of the portfolio at
the time of purchase and the combined debt and equity securities should not
exceed 10 percent of the portfolio at any time. The Advisor shall also maintain
reasonable sector allocations. In that regard, the maximum allocation to any
one economic sector shall be 150 percent of the sector's weighting, as
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defined in the published index used for measuring the portfolio's performance
(e.g., S&PS00, Russell 1000, etc.). These restrictions do not apply to U.S.
Government securities.
XIV.
Proxy Voting
Subject to specific instructions received from RSF or contained in RSF's
mission guidelines (see Mission-Based Investment Criteria below), each
Advisor shall vote proxies according to their firm's established procedures and
shall provide a copy of such procedures to the Committee upon request.
XV.
Custody and Securities Brokerage
The Committee will establish such custodial and brokerage relationships as
are necessary for the efficient management of RSF's Funds. Whenever the
Committee has not designated a brokerage relationship, then RSF
Investment Advisors may execute transactions wherever they can obtain best
price and execution.
XVI.
Cash Flow Requirements
RSF will be responsible for advising the Consultant and each Advisor in a
timely manner of RSF's cash distribution requirements from any managed
portfolio or Fund. Each Advisor is responsible for providing adequate liquidity
to meet such distribution requirements.
XVII. Investment Restrictions
RSF's investment assets are to be managed with regard to the following
restrictions for tax, risk, or mission purposes:
XVIII. Tax-Based Restrictions
RSF is a charitable organization reader § 501(c)(3) of the Internal Revenue
Code. Consequently, its income is generally exempt from Federal and State
income tax with the exception of income that constitutes Unrelated Business
Taxable Income (UBTI). Since UBTI can be generated by leveraged
investments (resulting in "debt-financed income"), RSF will not utilize margin,
short selling, or other leveraged investment strategies unless the Investment
Committee grants a specific exception as described below.
XIX.
Risk-Based Restrictions
RSF will not engage in commodities transactions or option strategies (puts,
calls, straddles) nor will it invest in any non-publicly traded securities including
but not limited to managed futures funds, hedge funds, or private equity funds
unless approved by the Committee as provided below.
XX.
Exceptions to the Investment Restrictions
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The Board recognizes the evolving nature of the investment world and that,
under some circumstances, RSF may wish to utilize newer or more complex
investment strategies. Therefore, the Investment Committee is authorized to
grant exceptions to the foregoing restrictions. For tax-based restrictions, the
Committee is to determine if a particular strategy or investment will generate
UBTI, for which it may rely on advice of counsel. When granting exceptions,
the Committee must determine that the potential rewards outweigh the
incremental risks. All such exceptions shalI be made in writing and shalI be
communicated to the Board as part of the next regular Investment Committee
report.
XXI.
Reporting Requirements
A. Monthly -- The Foundation Staff will obtain monthly statements. Such
statements should contain all pertinent transaction details for each
account that holds all or a portion of any RSF investment funds. Each
monthly statement should include:
1. The name and quantity of each security purchased or sold, with the
price and transaction date.
2. A description of each security holding as of month-end, including its
percentage of the total portfolio, purchase date, quantity, average cost
basis, current market value, unrealized gain or loss, and indicated
annual income (yield) at market.
In addition, if not included in the custodial reports, the Consultant and/or
the Investment Advisor(s) should provide a report for each Fund or
portfolio showing the month-end allocation of assets between equities,
fixed-income securities, and cash. The monthly review of custodial
statements will be performed by the RSF Accountant.
B. Quarterly-- The Committee should obtain from its Investment Consultant
and/or Investment Advisors, a detailed review of RSF's investment
performance for the preceding quarter and for longer trailing periods as
appropriate. A complete report of fees, expenses and other costs
associated with the portfolio shall also be provided. Such reports should
be provided as to each Fund and as to RSF investment assets in the
aggregate. As to each Fund, the Committee should establish with its
Investment Consultant and/or Investment Advisors the specific criteria for
monitoring each Fund's performance including the index or blend of
indices that are appropriate for the objectives of each Fund and for the
investment style or asset class of each portfolio within a Fund. The
Committee shall meet with the Consultant to conduct such reviews to the
extent it deems necessary.
C. Periodically-- The Committee should meet with its Investment Consultant
at least annually to review all aspects of RSF's investment assets. Such a
review should include (1) strategic asset allocation, (2) manager and
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investment entity performance, (3) anticipated additions to or withdrawals
from Funds, (4) future investment strategies, and (5) any other matters of
interest to the Committee.
XXII. Assets Not Under Management
This section pertains to Foundation assets not placed with Managers
including:
A. certificates of deposit, money market accounts, interest bearing demand
deposits, or similar accounts which are insured by the Federal Deposit
Insurance Corporation (FDIC);
B. notes, bills, bonds, or similar evidences of indebtedness, which are
insured by the Federal Deposit Insurance Corporation (FDIC);
C. money market mutual funds
In order to minimize risk and expenses associated with a checking
account, a minimum average monthly balance of $35,000 and a maximum
average monthly balance of $300,000 will be maintained. Roane State
community College Foundation does not qualify for participation in the
State of Tennessee Investment Pool. Therefore, amounts exceeding the
FDIC maximum are not insured.
XXIII. Other Property
Property donated to the Foundation, including but not limited to equities, real
property and equipment, may be retained as an asset of the Foundation until
such time as the sale or transfer of the asset appears to be reasonable and
prudent.
ARTICLE 6
Earnings Allocation and Spending Policy
Allocation of Investment Income and net Appreciation
Per TCA, Chapter 10, Uniform Prudent Management of Institutional Funds Act
(UPMIFA), Sec. 35-10-201 to 35-10-210, the governing board has the authority
to appropriate for expenditure for the uses and purposes for which an
endowment fund is established so much of the net appreciation, realized and
unrealized, in the fair value of the assets of the fund over the historic dollar value
of the fund as is deemed prudent, or as specified in the terms of the gift
instrument, or the charter of the institution.
I.
Endowment Funds
The interest, dividends, realized gains/losses and unrealized gains/losses
earned on the combined investment accounts will be allocated to the
12
expendable portion of the endowments at December 31 and June 30 each
year and will be classified as temporarily restricted as set forth by
UPMIFA. The allocation will be based on each fund’s (project’s) average
balance during the period in relation to the total average balance on all
funds (projects). The average balance will be an average of the current
balance and the value at the end of the previous six-month period.
Amounts to be dispersed each year from the expendable portion of
endowments will be determined as a percentage of the three (3) year
rolling average of the total account balance of the funds as of December
31 of each year. The Investment Committee will review market conditions
annually and recommend the distribution percentage rate to the full board
of directors for approval at the February board meetings.
II.
Temporarily Restricted And Unrestricted Funds
The interest, dividends, realized gains/losses and unrealized gains/losses
earned on the combined investment accounts will be allocated to the
temporarily restricted and unrestricted funds (projects) at December 31
and June 30 each year. The allocation will be based on each fund’s
(project’s) average balance during the period in relation to the total
average balance in all funds (projects). The average balance will be an
average of the current balance and the value at the end of the previous
six-month period.
Temporarily restricted and unrestricted funds (projects) with a current
balance of less than $5,000 will receive no allocation of interest,
dividends, realized gains/losses and unrealized gains/losses.
The total value of the accounts will be available for expenditure as
specified by the terms of the donor agreement or scholarship guidelines.
III.
Nominal Assessment For Administrative Expenses
All endowments and temporarily restricted funds with a balance of at least
$5,000 shall have .5% of the total market value allocated to the
administrative expenses of the Foundation. This allocation will be
calculated as of December 31st of each year and be placed in a general
unrestricted funds account. Expenditures from this fund shall be
independently reviewed quarterly by the Treasurer and by the Audit
Committee, with quarterly reports to the Board of Directors by the
Treasurer and by the Audit Committee Chairman or his/her designee.
13
ARTICLE 7
Accounting and Purchasing Procedures
I.
Contributions
All contributions (of cash and checks) are deposited in the Foundation
checking account by the Foundation Coordinator no later than three
business days after receipt. During the extended absence of the
Coordinator, the Executive Director, or designee, will assume this
responsibility. This will ensure the continued separation of duties within
the Foundation.
II.
Receipts
A.
Cash and Checks
All cash will be receipted on the same business day as received.
Checks are copied and stamped “for deposit only” by the
Foundation Administrative Assistant, or designee. The Foundation
Coordinator deposits all checks within three banking days. The
Foundation Administrative Assistant, or designee compares the
deposit tickets with the copies of the checks and enters the gifts
into the computer system. The entered deposits are verified and
posted by the Foundation Coordinator or, during an extended
absence, the Foundation Administrative Assistant. The
Administrative Assistant, or designee then prepares the receipts.
Each receipt contains the date the gift was received, the name and
address of the donor, and the purpose for which the gift was
intended. During the extended absence of either of these
employees, the Executive Director, or designee, will assume the
responsibilities of the absent employee. This will ensure the
continued separation of duties within the Foundation.
Receipts are mailed to each contributor, along with an
acknowledgement letter. Gifts of $5,000 or more are
acknowledged by the Executive Director of the Foundation and the
President of RSCC.
Records of all receipts are kept on permanent file in the Foundation
Office.
Checks received while the college is officially closed will be
deposited on the next day the college is officially open for business.
Income items, for which receipts are not issued, such as interest
noted on bank statements, accrued interest receipts, dividends,
interest on CD’s, gifts of stock, and property are recorded monthly
by journal entry from the source documents by the Foundation
Administrative Assistant, or designee.
14
Employee gifts (through payroll deduction) are collected by the
College Payroll Office and forwarded (in one check) to the
Foundation monthly. This check is entered in the individual
accounts and posted to the general ledger along with other
revenue/gifts. Documentation of employee monthly donations to
the Foundation is noted on the individual payroll checks. A master
record of employee donations to each fund is maintained in the
Foundation Office.
B.
In-Kind Gifts
In-kind gifts and in-kind services are recorded monthly in the
general ledger along with other gifts/revenue.
The donor is responsible for providing a written description of the
gift. An In-Kind Gift Report is completed for each donation of this
nature prior to acceptance of the gift by the department receiving
the donated gift. The department receiving the gift must provide
documentation of the gift value. The original approved In-Kind Gift
Report is kept on file in the Foundation office. In-kind services are
recorded at the value designated by the donor.
Because all in-kind gifts are transferred to Roane State Community
College semi-annually, the Foundation follows the “Guidelines for
Recognition of Donated Items” established by the college in
determining and recording the value of the donated gift. An
acknowledgement of in-kind gifts and in-kind services received is
sent to the donor.
III.
Posting And Reconciliation
The Foundation Administrative Assistant posts all cash donations,
transactions, and interest payments to general ledger accounts monthly.
Bank statements are also reconciled monthly by the Administrative
Assistant within 15 days of receipt. The Foundation Coordinator reviews
and approves the bank reconciliation monthly.
The Foundation Administrative Assistant will call payees to inquire about
outstanding checks over 90 days. The Foundation checks include the
statement “void after 180 days.” After contacting the payee regarding a
check out for 180 days, a new check will be issued.
IV.
Reporting
The Foundation Coordinator, in consultation with the Foundation
Executive Director, will prepare a budget for presentation at the May
Board of Directors’ meeting each year. Upon approval, the budget will be
signed by an officer of the Board and included with the May Board
15
minutes. The budget will be reviewed and revised at the November
meeting each year, or at other times when circumstances warrant
revisions, and a copy of the approved budget will be signed by an officer
of the Board and included with the Board meeting’s minutes.
A Quarterly Financial Review, which includes the activities in each fund, is
presented to both the Executive Committee and the full Board of Directors.
An Annual Financial Report is prepared by the Foundation Coordinator
with the assistance of the Foundation Administrative Assistant and
reviewed by the Executive Director. It is then reviewed by the Audit
Committee and is presented to the Board of Directors at its November
Quarterly Board Meeting.
V.
Purchases
The Foundation will endeavor at all times to obtain the highest quality in
materials and services at the most reasonable prices. All purchases
greater than $2,500 will be approved in advance by the Foundation
Executive Director. All purchases greater than $5,000 from unrestricted
funds will be approved in advance by the Foundation Executive Director
and the Executive Committee.
VI.
Expenditures
A. Expenditures shall be made in accordance with the purposes
established by the Foundation, as outlined in the Foundation Charter
and shall be reported on a quarterly basis to the Foundation’s
Executive Committee.
B. All invoices for goods and services will be checked for accuracy;
approved for payment by the Foundation Coordinator; noted with
proper check numbers; will include the date on which goods or
services were received; and remain on file in the Foundation Office. In
the absence of the Coordinator, invoices may be approved by the
Foundation Administrative Assistant, with the Coordinator to review
and approve upon returning to the office. Invoices over $5,000 will
also be approved by the Executive Director.
C. All checks for Foundation expenses shall be signed by any two
members of the Executive Committee.
D. No employee of the College shall receive payment from the
Foundation for services, unless the Chancellor of the TBR grants prior
approval for such payment.
E. Reimbursement to college employees for Foundation-related expenses
will be made upon the presentation of the proper receipts and/or
documentation.
16
F. Reimbursement for travel will be the same current per mile allocation
as allowed state agencies.
G. Sales Tax Exemption Forms for the Roane State Foundation will be
used when purchases are made with Foundation funds. These forms
will remain on file in the Foundation Office.
VII.
Authorized Purchases
A. No member of the college personnel has the authority to commit the
Foundation to any purchases, or contract for materials, supplies,
equipment, or services, or take any other action which could be
construed as financially binding to the Foundation, without appropriate
approval from the Foundation Executive Director or the President of
the College.
B. Any action approved by the Foundation Executive Director or the
President of the College which could be construed as financially
binding to the Foundation, shall be reported to the Executive
Committee in a timely manner.
VIII.
Accounts Receivable
All pledges will be considered accounts receivable after pledge cards or
letters of intent have been received in the Foundation Office. Pledge
reminders will be mailed during the first week of each month for all
pledges due for that month other than those which are payroll deducted or
ACH transactions. Delinquent pledge reminders will be sent every 90
days. Pledges will be written off after one year (three delinquent notices).
ARTICLE 8
Gift Acceptance Policy
The purpose of this policy is to establish responsibilities and procedures
regarding the solicitation and acceptance of gifts to Roane State Community
College Foundation. This policy is in accordance with Tennessee Board of
Regents policy 4:01:04:00 and Roane State Community College policy GA-2701.
Approval by a majority vote of the Executive Committee is required prior to the
acceptance of non-cash gifts as follows:
1. real property or any permanent interest in real property;
2. gifts with a condition requiring a one-time or long-term commitment of
Foundation resources;
3. property subject to indebtedness;
17
4. gifts with a condition which would ultimately require consideration by the
President, the Board of Regents or the Chancellor of the Tennessee Board of
Regents. An example of a gift of this nature would be a capital improvement
project.
The Executive Director of the Foundation shall receive all other gifts to the
Foundation, which do not require approval of the Executive Committee, in
accordance with established accounting procedures.
ARTICLE 9
Gift Acceptance Guidelines
The purpose of these guidelines is to establish specific procedures regarding the
acceptance of gifts to the Roane State Foundation. These guidelines are in
accordance with the Foundation’s Gift Acceptance Policy (above, adopted
February 11, 1993).
I.
Valuation and Receipt Of Gifts
A. Cash Gifts: All gifts of cash will be recorded at full value on the date
of the gift.
B. Gifts of Public Stocks or Bonds: These are stocks or bonds which
are publicly traded. The value of the gift is equal to the fair market
value of the gift on the gift date. The gift date is the date the Roane
State Foundation obtains ownership of the security.
C. Gifts of Closely Held Stock: This is stock in companies which is not
publicly traded and for which no market value is readily available. It is
the responsibility of the donor to determine the value of closely held
stock. Usually this value can be established for the donor from an
independent expert appraisal. A copy of such appraisal should be
submitted to the Roane State Foundation along with the stock.
D. Personal Property Gifts: These are any gifts of personal property
such as equipment, supplies, art objects, jewelry, etc. These gifts must
be accompanied by the donor’s estimation of value. An appraisal may
not be required for in-kind gifts such as new equipment. For such gifts
in-kind, the fair market value may be determined by the fair retail value
at the time of the gift transfer.
Appraisal is required by the Internal Revenue Service for gifts valued
at more than $5,000.
When acknowledging gifts that the donor has valued in excess of
$5,000, the appropriate sections of IRS Form 8283 will be completed
and mailed to the donor. If the Foundation sells the personal property
18
within two years of the gift date, IRS Form 8282 will be submitted and
the donor notified. (Appendix A).
E. Real Estate Gifts: The Executive Committee must approve the
acceptance of all gifts of real estate. Gifts of real property may be
given outright, or as an undivided partial interest in property, or as a
remainder interest in property. The donor may give their residence,
vacation property or farm to the Roane State Foundation in any of
these ways. If the donor retains a life estate in the property, then they
may continue to use it and maintain it for their lifetime and at their
death the property will belong to the Foundation. A gift of real property
must be accompanied by a qualified appraisal provided by the donor.
In general, the gift is completed upon delivery of the recorded deed to
the Roane State Foundation.
Before accepting any gift of real estate, the Foundation Executive
Director will present to the Executive Committee:
1. an approximate value of the property;
2. an itemization of expenses related to owning the property such as
taxes, utilities, maintenance fees, etc.;
3. the results of the environmental audit detailed below;
4. the proposed use of the property or a request to sell the property.
The Executive Director shall not accept any title until such time as an
environmental audit of the property is conducted to determine if the
property contains hazardous wastes, or is otherwise environmentally
defective under any applicable statute or governmental rule or
regulation. If the inquiry reveals that the property is of a hazardous or
environmentally defective nature, such information shall be
immediately conveyed to the Executive Committee, who will make a
determination whether or not to accept title to the property.
If any such environmental audit reveals that such property is
contaminated, or in any manner environmentally defective, then the
Executive Committee shall determine whether or not to accept title to
such property based on the following guidelines:
1. The appraised value of the property.
2. The estimated cost for removal of such contamination or defects.
3. The potential value of such property when corrected.
4. The length of time believed necessary to liquidate the property.
19
5. The degree to which Roane State Foundation may assume any
successor liabilities under the Super Funds Statutes.
6. Such other appropriate information or procedures as may be
required to make a prudent decision regarding acceptance or
rejection of the property.
For all gifts of real property, IRS forms 8282 and 8283 will be
completed as required by law.
F. Gifts of Life Insurance:
An insurance policy must be transferred
by the donor to the Roane State Foundation’s sole ownership with the
Foundation as sole beneficiary in order to be a completed life
insurance gift. If the donor makes an irrevocable transfer of a life
insurance policy to the Foundation naming us as owner-beneficiary,
the policy’s value is a charitable contribution the year of transfer.
Value, for contribution purposes, is computed as follows:
1. For Single Premium Policy which is transferred at time of issue, the
single cost is deductible. Discounted cash value (face value)
2. For Paid-Up Policy (whether or not originally issued as a single
premium) the deduction is “replacement cost” – that is, what the
insurance company would charge on the date of the transfer to
issue a similar policy.
3. For Whole Life Policies on which future payments are payable – the
deduction amounts to approximately the cash surrender value of
the policy.
4. For In-Force and New Policies, the annual premium, paid for the
Roane State Foundation, is a charitable contribution and may be a
deduction on the donor’s income tax return in the year in which it
was paid.
G. Gift Annuities: A contractual agreement whereby the donor donates
cash or property readily converted to cash to the Foundation and the
Foundation agrees to pay them and/or their designee an income for
life. No gift annuity agreement shall be for more than 2 lives or be
issued for anyone under the age of 55 years. Such charitable gift
annuities shall be gifts of at least $10,000 unless the donor has
previously made outright gifts to the Foundation of at least $10,000, in
which case the minimum may be $5,000. The income paid to the
designated beneficiaries shall be at the uniform annuity rate
recommended by the American Council on Gift Annuities at the time of
the gift. Such annuity payments are fixed and run for the lifetime(s) of
a maximum of two annuitants as aforesaid. In all respects, the
Foundation shall comply with state laws and requirements regarding
20
these charitable gift annuities, including maintaining a separate
account which will be used to pay income to the beneficiaries until the
death of the respective annuitants.
H. Bequests in Wills: A donor may make a gift to the Roane State
Foundation through a bequest in their will. The donor can specify an
amount in dollars or percentages, may designate items of property to
the Foundation, or may leave the remainder of their estate (whatever
that may be) to the Foundation. Donors may also establish in their will
a gift annuity unitrust, an annuity trust or a lead trust to benefit the
Roane State Foundation.
I. Charitable Remainder Unitrust: The donor during his lifetime
irrevocably transfers money, securities, or real estate to a trustee (such
as a bank), who pays the donor income for life. The trust can also
provide income for the donor’s survivor (a wife or another individual)
for life, and the trust assets eventually benefit the Roane State
Foundation. During the donor’s lifetime all receipts are managed and
invested by the trustee as a single fund. The donor cannot borrow or
otherwise deal with the trust assets.
The donor receives payment based on a fixed percentage of the fair
market value of the trust assets valued each year. The fixed
percentage must be 5% or greater of the annual fair market value of
the trust assets. Donor gets a sizeable charitable deduction on his
income tax returns in the year he creates the unitrust. The income
received by the donor each year is often taxed as ordinary income,
capital gain income, or can be tax-free income.
The charitable remainder unitrust must be 10% or more of the original
FMV of trust assets.
J. Charitable Remainder Annuity Trust: The donor during his lifetime
irrevocably transfers money or securities to a trustee who pays the
donor for life a fixed dollar amount annually. The trust can also provide
income for the donor’s survivor (a spouse) for life or for the lifetime of
another individual. At the death of the last income beneficiary the trust
assets become the sole property of the Roane State Foundation. The
donor determines at the outset the annual fixed dollar amount he/she
wishes to receive. The charitable remainder amount must be at least
10% of the initial value of the assets used to create the trust.
During the donor’s lifetime the trust is managed and invested by the
trustee as a single fund. The donor cannot borrow or otherwise deal
with the trust assets. The income received by the donor each year is
often taxed as ordinary income, capital gain income, or can even be
tax-free income.
21
K. Charitable Lead Trusts: Donors may make a gift to the Roane State
Foundation in trust and provide that the trustee shall pay an income to
the Foundation for a fixed period of years and further provide that at
the end of the period of years the trustee will transfer the property to
children, grandchildren, or other specified persons. These gifts
produce dramatic gift and estate tax savings. They provide a way to
make a gift and also preserve assets for the donor’s family and other
heirs.
L. Grantor Lead Trusts: Donors may make a gift to the Roane State
Foundation in trust and provide that the trustee shall pay an income to
the Foundation for a fixed term of years and further provide that the
property will return to the donor at the end of the fixed term of years.
These gifts provide a way to make future gifts, and receive a generous
income tax deduction, and also receive the gift back.
II.
Guidelines and Procedures
In order to establish and operate a workable planned giving program, the
following policies and procedures shall be applicable to all types of planned
gifts. This plan is necessary as a policy statement for the prospective donor,
and:
III.

To provide guidelines for the professional staff and the Board of Directors,

To insure protection of the Roane State Foundation, and

To give confidence to the donor who wishes to see a policy statement in
writing.
Gift Amounts
Deferred gifts should not be less than the following:
Recommended Minimums
Charitable Gift Annuity
Charitable Gift Annuity (Special Case)
Deferred Gift Annuity
Current Gift Annuity Holders
Charitable Remainder Annuity Trusts
Charitable Remainder Unitrust
Charitable Lead Trust
Grantor Lead Trust
$
$
$
$
$
$
$
$
10,000
5,000
5,000
1,000
50,000
50,000
100,000
50,000
The above are guidelines only and are not absolute. If a donor requests a
deferred gift in smaller increments, permission from the Executive Committee
must be received.
22
ARTICLE 10
Code of Ethics
I.
Preamble
Integrity, credibility, and ethical leadership and management of the highest
order are the goals the RSCC Foundation aspires to faithfully meet in all
activities of the RSCC Foundation. This is absolutely essential in order to
achieve the mission of the RSCC Foundation to build and provide the “margin
of excellence” for students, faculty, donors, and all persons served by the
RSCC Foundation, and to meet the highest expectations and fulfillment of the
public trust and best interests of the RSCC Foundation.
As required by Tennessee Code Annotated Section 49-7-107, the RSCC
Foundation establishes and adopts this Code of Ethics to apply to and govern
the conduct of all Members of the RSCC Foundation Board of Directors.
A. Scope: The following statement of policy applies to each member of
the Board of Directors and to all officers of Roane State Community
College Foundation. It is also intended to serve as guidance for all
persons employed by Roane State Community College in positions of
significant staff responsibility for the activities of the RSCC Foundation.
B. Fiduciary Responsibilities: Members of the Board of Directors and
officers of the Foundation serve the public trust and have a clear
obligation to fulfill their responsibilities in a manner consistent with this
fact. All decisions of the Board and officers are to be made solely on
the basis of a desire to promote the best interest of Roane State
Community College, the RSCC Foundation and the public good and
trust. The integrity of the Foundation and Roane State Community
College must be protected and advanced at all times and in every
decision and action undertaken.
People of substance inevitably are involved in the affairs of other
institutions and organizations. An effective board cannot consist of
individuals entirely free from at least perceived conflicts of interest.
Although most such potential conflicts are and will be deemed to be
inconsequential, it is each person’s solemn responsibility to ensure that
the Board is made aware of situations that involve personal, familial or
business relationships that may be questionable for the RSCC
Foundation or Roane State Community College. Thus, the Board
requires each Board member and officer annually
(1) To review this policy.
(2) To disclose any possible personal, familial or business
relationships that reasonably could give rise to a conflict of interest
involving the RSCC Foundation or Roane State Community
College;
23
(3) To acknowledge that he or she is in accordance with the letter
and spirit of this policy.
C. Disclosure: All Board members and officers are requested to disclose
only those substantive and business relationships that they maintain
(or members of their families maintain) with organizations that do
business with the Foundation, Roane State Community College or any
related or affiliated organization, or which otherwise could be
construed to potentially affect their independent, unbiased judgment in
light of their decision-making authorities or responsibilities. Any
uncertainties as to the appropriateness of listing a particular
relationship may be resolved by consultation with the Executive
Director of the Foundation, who in turn may consult legal counsel, the
Executive Committee or the Board of Directors in executive session.
Information disclosed or provided by any person pursuant to this policy
shall be held in confidence except when, after consultation with that
person, the best interests of RSCC Foundation or Roane State
Community College would be served by disclosure. The following
definitions are provided to assist Board members and officers in
determining whether to disclose a particular relationship.
Substantive Relationship. One in which a Board member, officer or
family member, or an organization with which the Board member,
officer or family member benefits directly, indirectly or potentially from
cash or property receipts.
Business Relationship. One in which a Board member, officer, or
family member is an officer, director, employee, partner, trustee,
controlling stockholder, or the actual or beneficial owner of more than 5
percent of the voting interest of an organization, or serves in similar
capacities with non-profit organizations, including other universities or
colleges.
Family Member. A spouse, parents, siblings, children or any other
relative of a Board member or officer if the latter resides in the same
household as the Board member or officer.
D. Restraint on Participation: Board members or officers who have
declared or have been found to have a conflict of interest by the RSCC
Foundation Executive Committee as defined herein shall refrain from
consideration or proposed transactions, unless for special reasons the
Board or administration requests information or interpretation. Persons
with conflicts shall not vote, participate in discussion or be present at
the time of the vote. Any proposed transaction in which a conflict of
interest has been declared or found to exist must be approved by a
majority of the disinterested members of the Board or the Executive
Committee of the Board after disclosure of the conflict of interest.
24
E. Removal of Board Member for Violations: Any Board member or
officers found to have willfully committed a material violation of this
Code of Ethics as determined by the Foundation Board of Directors
and its legal counsel may be removed as provided by state law.
Each officer or member of the Board of Directors for the RSCC
Foundation is provided a copy of the RSCC Foundation’s Code of
Ethics and Tennessee Code Annotated Section 49-7-107 that requires
foundations for state universities and colleges to adopt a Code of
Ethics at the time of his or her nomination for election. By virtue of
election, officers and members of the Board of Directors for the RSCC
Foundation agree to abide by the Code of Ethics, and disclose any
conflicts-of-interest that arise under the RSCC Foundation Code of
Ethics during their service as any officer or member of the Board of
Directors.
II.
Conflict of Interest
First and foremost, in all matters involving donors or prospective donors, the
interest of the donor shall come before that of the Roane State Foundation.
No program, trust, contract, or commitment shall be urged upon any donor or
prospective donor who would benefit the Foundation at the expense of the
donor’s interest. No agreement shall be made between the Foundation and
any agency, person, company, or organization on any matter whether
investments, management or otherwise which would knowingly jeopardize the
donor’s interest.
III.
The Use of Legal Counsel
The Executive Director shall seek the advice of legal counsel as necessary in
matters pertaining to the execution by the Roane State Foundation of
agreements, contracts, trusts, or other legal documents. Any action taken by
the Foundation Executive Director requiring the advice of legal counsel shall
be reported to the Executive Committee in a timely manner. Further, all
prospective donors shall be advised to seek the counsel of their attorney and
tax advisor in any and all aspects of their proposed gift, whether by bequest,
trust agreement, contract or other. They shall particularly be advised to
consult their attorney on all matters relating to the tax planning of a gift and
matters relating to estate planning.
IV.
Confidential Information
All information concerning donors or prospective donors, including their
names, the names of their beneficiaries, the amounts of gifts, size of estate,
etc., shall be kept strictly confidential by the Roane State Foundation unless
permission is obtained from the donor or their counsel to release this
information.
25
V.
Authorization:
A. The Executive Director shall be authorized to negotiate with any
potential donor charitable remainder trusts, charitable lead trusts,
retained life estates, charitable gift annuities, deferred gift annuities,
and other planned gifts that follow the basic guidelines approved
herein.
B. All gifts involving Charitable Remainder Annuity Trusts, Charitable
Remainder Unitrusts, or Charitable Lead Trusts, must be reviewed and
approved by the Roane State Foundation’s legal counsel.
C. All contractual agreements must be signed by the Executive Director
and the Chairman of the Board of Directors after review by the Roane
State Foundation’s legal counsel.
D. All gifts of closely held stock and real estate must receive the prior
approval of the Executive Committee.
ARTICLE 11
Whistle Blower Policy
I.
General: Roane State Community College Foundation (the Foundation)
is committed to lawful and ethical behavior in all of its activities and
requires directors, volunteers, employees to act in accordance with all
applicable laws, regulations and policies and to observe high standards of
business and personal ethics in the conduct of their duties and
responsibilities.
The objectives of the Foundation’s Whistleblower Policy are to establish
policies and procedures to:
A. prevent or detect and correct improper activities
B. encourage each Foundation director, officer, employee and volunteer
(Reporting Individual) to report what he or she in good faith believes to
be a material violation of law or policy or questionable accounting or
auditing matter by the Foundation
C. ensure the receipt, documentation, retention of records, and resolution
of reports received under this policy
D. protect Reporting Individuals from retaliatory action.
II.
Reporting Responsibilities: Each Reporting Individual has an obligation
to report what he or she believes is a material violation of law or policy or
any questionable accounting or auditing matter by the Foundation, its
officers, directors, employees, volunteers, agents or other representatives.
Reporters must also notify the Foundation if an action needs to be taken in
order for the Foundation to be in compliance with law or policy or with
26
generally accepted accounting practices. The types of concerns that
should be reported include, for purposes of illustration and without being
limited to, the following:
A. providing false or misleading information on the Foundation’s financial
documents, grant reports, tax returns or other public documents;
B. providing false information to or withholding material information from
the Foundation’s auditors, accountants, lawyers, directors or other
representatives responsible for ensuring Foundation compliance with
fiscal and legal responsibilities;
C. embezzlement, private benefit, or misappropriation of funds;
D. material violation of Foundation policy, including among others,
confidentiality, conflict of interest, whistleblower, ethics and document
retention;
E. discrimination based on race, gender, sexual orientation, ethnicity, and
disability;
F. facilitation or concealing any of the above or similar actions
III.
Reporting Concerns
A. Employees: Whenever possible, employees should seek to resolve
concerns by reporting issues directly to his/her manager or to the next
level of management as needed until matters are satisfactorily
resolved. However, if for any reason an employee is not comfortable
speaking to a manager or does not believe the issue is being properly
addressed, the employee may contact the director of Human
Resources, the general counsel, or the president of Roane State
Community College. If an employee does not believe that these
channels of communication can or should be used to express his/her
concerns, an employee may contact the chair of the Foundation’s Audit
Committee. Whenever practical, reports should be in writing.
B. Directors and Other Volunteers: Directors and other volunteers may
submit concerns to the executive director of the Foundation or directly
to the chair of the Audit Committee. If the volunteer or director is not
comfortable reporting to either of these individuals or if he/she does not
believe the issue is being properly addressed, the volunteer or director
may report directly to the board chair.
C. Handling of Reported Violations: The Foundation will investigate all
reports filed in accordance with this policy with due care and
promptness. Matters reported internally without initial resolution will be
investigated by the executive director of the Foundation to determine if
the allegations are true, whether the issue is material and what actions,
if any, are necessary to correct the problem. Foundation staff will issue
a full report of all matters raised under this policy to the Audit
Committee. The Audit Committee may conduct a further investigation
upon receiving the report from the executive director.
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D. Audit Committee Reporting: For matters reported directly to the
Audit Committee chair or the board chair, the Audit Committee shall
promptly (generally within five business days) acknowledge receipt of
the complaint to the complainant if the identity of the complainant is
known and conduct an investigation to determine if the allegations are
true and whether the issue is material and what, if any, corrective
action is necessary. Upon the conclusion of this investigation, the
Audit Committee shall promptly report its findings to the Executive
Committee.
E. Authority of Audit Committee: The Audit Committee shall have full
authority to investigate concerns raised in accordance with this policy
and may retain outside legal counsel, accountants, private
investigators, or any other resource that the Committee reasonably
believes is necessary to conduct a full and complete investigation of
the allegations.
F. No Retaliation: This Whistleblower Policy is intended to encourage
and enable directors, volunteers, and employees to raise serious
concerns within the organization for investigation and appropriate
action. With this goal in mind, no director, volunteer, or employee who,
in good faith, reports a Concern shall be threatened, discriminated
against or otherwise subject to retaliation or, in the case of an
employee, adverse employment consequences as a result of such
report. Moreover, a volunteer or employee who retaliates against
someone who has reported a concern in good faith is subject to
discipline up to and including dismissal from the volunteer position or
termination of employment.
G. Acting in Good Faith: Anyone reporting a Concern must act in good
faith and have reasonable grounds for believing the mater raised is a
serious violation of law or policy or a material accounting or auditing
matter. The act of making allegations that prove to be unsubstantiated,
and that prove to have been made maliciously, recklessly, with gross
negligence, or with the foreknowledge that the allegations are false,
will be viewed as a serious disciplinary offense and may result in
discipline, up to and including dismissal from the volunteer position or
termination of employment. Depending on the circumstances, such
conduct may also give rise to other actions, including civil or criminal
lawsuits.
H. Confidentiality: Anyone reporting Reports of Concerns, and
investigations pertaining thereto, shall be kept confidential to the extent
possible. However, consistent with the need to conduct an adequate
investigation, the Foundation cannot guarantee complete
confidentiality. Disclosure of information relating to an investigation
under this policy by Foundation staff, directors, or others involved with
the investigation of Concerns to individuals not involved in the
investigation will be viewed as a serious disciplinary offense and, with
respect to Foundation employees, may result in discipline, up to and
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including termination of employment. Depending on the circumstances,
such conduct may also give rise to other actions, including civil or
criminal lawsuits.
ARTICLE 12
Audit Committee
The Audit Committee shall consist of a minimum of three directors, serving 3-year
terms, appointed by the Foundation Chair. The Audit Committee will meet at least
annually to review the audit of the Roane State Community College Foundation that is
prepared by the Comptroller’s Office of the State of Tennessee; management’s
processes and procedures; as well as the Foundation Ethics and Conflict of Interest
policies; and report any audit findings or recommendations to the Foundation Board of
Directors.
A. Responsibilities: The Audit Committee will assist the Roane State Foundation
Board of Directors in its oversight of the Foundation; review management’s risk
assessments; review internal control structures; and review the process for
monitoring compliance with laws and regulations. The Committee will review the
Foundation Ethics Policy to ensure that it is easy to access; widely
communicated; easy to understand and implement; includes a confidential
mechanism for reporting code violations; and is enforced. The Committee will
review the Conflict of Interest Policy to ensure that “conflict of interest” is clearly
defined; the guidelines are comprehensive; annual signoff is required; and
potential conflicts are adequately resolved and documented. The Audit
Committee shall review the expenditures of the Foundation and report to the
Board of Directors at the regular quarterly board meetings. (This review shall be
independent of the review performed by the Treasurer)
B. Member Qualifications: Audit Committee members should have adequate
background to review the financial reports and auditor comments. Members
should not serve on the Investment Committee or be the Foundation’s Treasurer.
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State of Tennessee
Charter of
Roane State Community College Foundation
The undersigned natural persons, having capacity to contract and acting as the
incorporator of a corporation under the Tennessee General Corporation Act, adopt the
following charter for such corporation:
I.
The name of the corporation is
ROANE STATE COMMUNITY COLLEGE FOUNDATION
II.
The duration of the corporation is perpetual.
III.
The address of the principal office of the corporation in the State of Tennessee
shall be 276 Patton Lane, Harriman, County of Roane.
IV.
The corporation is not for profit.
V.
The purposes for which the corporation is organized are:
The general purpose for which the Foundation is formed within the purview of the
Tennessee General Corporation Act, are for the general welfare of society, and not
for individual profit and for “the support of literary or scientific undertaking as, a
college or university, with powers to confer degrees an academy; a debating
society; lyceum; the establishment of a library.”
More specifically the purposes are in general to promote and support literary,
scientific, educational scholarship, research, charitable and developmental
purposes and objects at Roane State Community College and to such ends, but not
in limitation of the foregoing to loan and borrow monies; to solicit, receive, hold,
invest, manage, and maintain a fund or funds; to purchase, own and to hold,
manager, use, rent, lease, sell, or otherwise acquire or dispose of property of all
kinds, including equities, trusts, real estate and personal property; to use the
monies, funds, credits, properties and principal or income therefrom for any one or
more of the purposes or objects of this Foundation or its duly authorized successor
as may hereafter be established; to receive, hold, care for, invest in, and operate
real and personal property, and to use principal as well, which it shall receive in
gifts, bequests, devises, purchases, or otherwise, to be applied consistent with the
existing laws of the State of Tennessee and to qualify for exemption under Section
501 (c) (3) of the Internal Revenue Code, and those hereinafter promulgated, for the
promotion of education at Roane State Community College; to solicit gifts and
grants from alumni, other friends and individuals, business establishments,
foundations, and organizations for financial assistance of students through loans,
and for scholarships and to provide means of assistance for enriching the
curriculum, program and mission of the College and for such other related projects
as may be approved; and to encourage alumni and other friends of the College to
make provisions for the College in their wills or other legal instruments; provided,
however that no part of said activities shall be for the purpose of any candidate for
public office. In no event shall any of the assets held, controlled, or contributed by
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the Foundation be considered or used as assets of Roane State Community
College.
Notwithstanding any other provision of this article, this corporation will not carry on
any other activities not permitted to be carried on by (a) a corporation exempt from
Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code of 1954
or the corresponding provision of any future United States Internal Revenue Law or
(b) a corporation, contributions to which are deductible under Section 170 (c) (2) of
the Internal Revenue Code of 1954 or any other corresponding provision of any
future Internal Revenue Law.
Notwithstanding any other provision of these articles, the purposes for which the
Corporation is organized are exclusively charitable and educational within the
meaning of Section 501 (c) (3) of the Internal Revenue Code.
1. This corporation is to have no members.
2. Other Provisions:
A. Ownership of Assets and Earnings and Profits:
It shall issue no shares of stock shall divide no dividends or profits among its
Directors or Officers, and shall have no dues. Any profits or earnings shall be used
exclusively for the purpose of the Foundation herein set forth. In the event of
dissolution, the residual assets of the organization will be turned over to one or more
organizations which themselves are exempt as organizations described in Section
501 (c) (3) and 170 (c) (2) of the Internal Revenue Code of 1954 or corresponding
sections of any prior or future law, or the Federal, State, or local government for
exclusive public purposes.
B. Powers:
The general powers of the Foundation shall be as follows:
1. To sue and to be sued by the corporate name.
2. To have and use a common seal, which it may alter at pleasure; if no common
seal, the signature of the name of the corporation by a duly authorized officer,
shall be legal and binding.
3. To have the power to receive property, real, personal or mixed, by purchase, gift,
devise, or bequest, sell the same and apply the income and profits toward such
objects. The contributions received may be: (1) Earmarked for the support of a
specific project by the donors, or (2) unrestricted to any specific project or
projects but given to the Foundation for allocation to suitable projects at the
discretion of the Board of Directors.
4. To amend the Charter by a majority vote of the Directors and proper filing of the
amendment.
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5. To establish Bylaws, and make all rules and regulations not inconsistent with the
laws and constitution, deemed expedient for the management of Foundation
affairs.
6. To elect an Executive Committee annually.
7. To borrow money to be used in payment of property bought by it, and for erecting
buildings, making improvements, and for other purposes germane to the objects
of its creation and secure the repayment of the money thus borrowed by the
mortgage, pledge, deed of trust, upon such property, real, personal, mixed, as
may be owned by it; and it may, in like manner, secure by mortgage, pledge, or
deed of trust, any existing indebtedness which it may lawfully contract.
C. Board of Directors:
A board of Directors shall exercise the corporate powers of this Foundation. The
Board of Directors includes the President of the College as an ex-officio member.
The remaining seats shall be occupied by outstanding citizens, business, and/or
professional men and women.
The size of the Board shall be determined by majority vote of its number, and any
vacancy on it shall be filled in the same way. The entire membership of the Board of
Directors shall not be less than five (5) or greater than thirty (30) in number. All
Directors shall serve a term of office not to exceed three (3) years but may be
reappointed for succeeding terms. The loss of participation by death or otherwise
shall terminate all interests of such Directors in the Foundation, and there shall be
no individual liabilities against the Directors for corporate debts but the entire
incorporated property shall be liable for the claims of creditors.
All Directors shall serve until the expiration of their respective terms and until their
respective successors are selected and qualified.
A quorum at any meeting, annual or special, shall consist of one-third (1/3) of the
members of the Board then in office.
D. Charter Directors:
Robert L. Badger
Oscar B. Battles
Dr. Frank L. Charton
Mrs. Judy Duncan
Judge E. Eugene Eblen
Dr. Fred H. Martin
Mrs. Betty Maxwell
Stephen J. Parsons
Walter T. Pulliam
Russell E. Simmons, Sr.
Russell E. Simmons, Jr.
Mrs. Betty Sisk
Robert L. Smith
Maurice K. Williams
George Ed Wilson, Jr.
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E. Officers:
The Officers of the corporation, which can be changed by the Bylaws, shall consist
of a Chairman, a Vice Chairman/Chairman-Elect, a Treasurer, a Secretary, and a
Parliamentarian, who shall be elected by a majority vote of the Board of Directors
and shall have such duties and powers as the Board of Directors may fix, pursuant
to law.
F. Executive Committee
The Executive Committee of the corporation shall consist of the Officers of the
Foundation: the Chairman, the Vice Chairman/Chairman Elect, the Treasurer, the
Parliamentarian, the Secretary, the immediate Past Chairman, and the President of
the College.
The Executive Committee is empowered to carry on the business of the board of
Directors in the name of the Board subject to confirmation by a majority vote of the
Directors present at its next annual or special meeting. The Executive Committee
shall perform such other duties and exercise such other power and authority as the
Board of Directors shall fix, pursuant to law.
G. Meetings of Directors:
The annual meeting of the Board of Directors shall be held at such time as may be
specified in the corporation Bylaws. Special meetings of the Directors may be held
upon call of the Chairman, or in the event of his/her incapacity, of the Vice
Chairman/Chairman Elect. Notice of time and place of all such meetings shall be
given to the members by mail at least five (5) days before the date of such meetings,
but such notice may be waived.
Roberts’ Rules of Order shall govern the conduct of all meetings of the Board of
Directors, and committees and, in case of controversy, the authority of Roberts’ shall
be conclusive.
H. Bylaws:
The Board of Directors shall have the power to adopt Bylaws which shall, among
other things, specify the duties of the various officers of the corporation. Such
Bylaws shall be adopted and may be amended by the favorable vote of a majority of
the members of the Board of Directors voting.
The Roane State Community College Foundation Charter was granted May 1, 1979.
All amendments duly adopted by a majority vote of the Board of Directors (on
November 25, 1980, May 28, 1981, and February 9, 1989) are reflected in this
document.
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BYLAWS
ROANE STATE COMMUNITY COLLEGE FOUNDATION
(As officially Adopted, 1979, and Amended, November, 12, 1981, October 11,
1988, November 16, 1989, November 21, 1991, May 9, 2002)
ARTICLE I
NAME: The name of this corporation shall be the Roane State Community
College Foundation.
ARTICLE II
PURPOSE AND OBJECTIVES: The purpose and said objectives of the Roane
State Community College Foundation shall be those as set forth in the Charter of
Incorporation of the said Foundation, as such Charter now exists and as may be
amended from time to time, and no others.
ARTICLE III
BOARD OF DIRECTORS: The corporate powers and business of the
Foundation shall be exercised and directed by a Board of Directors within the
general rules that have been or may hereafter be established by the State
University and Community College System of Tennessee.
The Board of Directors shall include the President of Roane State Community
College as an ex-officio non-voting member to represent the interest of the
institution; and such other persons as nominated by the President of the College
or by the Executive Committee and confirmed by a majority vote of the
Foundation Board of Directors present at a regular or special Board meeting. The
President shall appoint an Executive Director from the College to administer the
programs and office of the Foundation.
FUNCTIONS OF DIRECTORS: The functions of the directors will be to
formulate and promote a program to fulfill the purposes of the Foundation and
more specifically to determine acceptable institutional projects of the Foundation
and a program for solicitation of gifts, grants, and bequests for the Foundation.
DIRECTOR EMERITUS: With a majority vote of the Foundation Board of
Directors, Director Emeritus status may be bestowed upon outstanding trustees
who are no longer able to be involved with the Board of Trustees on an active
basis. Trustee Emeritus nominees must meet the following criteria:



served as an active Foundation Director for at least two terms (6 years);
held leadership positions, either as a Foundation officer or campaign
leader;
made financial contributions to the Foundation.
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Directors Emeritus will serve in an advisory capacity to the Foundation Directors
and be invited to all Foundation functions and meetings. However, they will have
no voting privileges. They will receive minutes from the Board’s meetings and be
kept abreast of all activities of the Roane State Foundation.
EXECUTIVE COMMITTEE: There shall be an Executive Committee of seven (7)
persons, consisting of the Chairman of the Foundation who shall serve
concomitantly as Chairman of the Executive Committee, the immediate past
Chairman, the Vice Chairman/Chairman Elect, the President of the College (as a
non-voting member), the Treasurer, the Secretary, and the Parliamentarian. The
Chairman of the Foundation shall have a vote in the business of the Executive
Committee. In the instance of a tie vote, the matter under consideration will be
brought before the full Board for deliberation.
The Executive Committee is empowered to carry on the business of the Board of
Directors in the name of the Board with all its powers and authority, with such
action being subject to confirmation by a majority vote of the Board of Directors
present at its annual or special meeting.
FOUNDATION PROJECTS: The Directors of the Foundation shall determine
the projects for which funds are sought. Requests for other projects for which
additional funds will be sought will be submitted to the Executive Committee by
its Chairman, any member of the Committee, or the College’s Developmental
Council. Reports of such projects shall be made periodically to the Directors.
SOLICITATION OF FUNDS: The general policies governing the solicitation of
funds shall be determined by the Directors.
COMMITTEES: The Chairman of the Board of Directors shall appoint such
committees deemed desirable to be responsible for various areas of the
Foundation activities in addition to the Executive Committee, and shall annually
appoint a Nominating Committee whose duty shall be to be present to the Board
nominations for members of the Executive Committee and Officers.
GENERAL POLICY: The Board of Directors shall determine the policies of the
Foundation and the projects for which funds will be expended, provided,
however, such policy determinations are within the provision of Section 501 (c)
(3) of the Internal Revenue Code Annotated under which the Foundation is
organized.
ARTICLE IV
MEETINGS: The Board shall hold regular quarterly meetings the second
Thursday of the following months: August, November, February, and May, with
May being the designated annual meeting. Meetings will be at such place as
determined by the Board of Directors. Special meetings of the Directors, the
Executive Committee, or other committees, may be called by the Chairman at
any time. Notice of the time and place of all quarterly and annual meetings shall
be given to the Directors at least five (5) days before the date of such meeting,
35
but such notice may be waived. A quorum at any meeting of the full Board shall
consist of one-third (1/3) of the members then in office. A quorum of the
Executive Committee shall be two thirds (2/3) of the voting members.
ARTICLE V
OFFICERS OF THE FOUNDATION: The officers to be selected by the Directors
shall be a Chairman, a Vice-Chairman/Chairman elect, a Secretary, a
Parliamentarian, and a Treasurer, who shall be elected at the annual meeting.
ARTICLE VI
VOTING: In the presence of a quorum at any Committee or full Board meeting, a
simple majority vote of those present shall be necessary to conduct business.
ARTICLE VII
DUTIES OF OFFICERS: The Chairman of the Foundation presiding at all
meetings shall: have the general supervision of the affairs of the Foundation as
authorized by the Board of Directors; make reports to the Directors and perform
all such duties as are incident to his office or are properly required of him by the
Board of Directors.
The Vice Chairman/Chairman Elect shall: perform the duties of the Chairman
whenever the Chairman is absent or unable to serve.
The Executive Director or any other person designated by the Board shall
prepare correspondence, issue notice of all meetings, prepare and distribute
meeting minutes; retain the corporate records and books; make deposits and
invest monies, sign checks, as necessary and as directed by the Board or
Executive Committee; to file financial reports as required by the State of
Tennessee, the State Board of Regents, and the Federal Government; and
perform all such duties as required by the Board of Directors, for such sum for
the faithful performance of his duty and in such surety company as may be
selected by the Board of Directors, but any premium on said bond shall be paid
by said Foundation.
The Treasurer shall be authorized to sign all checks, report to the Board of
Directors on an annual basis regarding the status of the Foundation accounts,
recommend an annual budget, review and present an annual financial statement,
make recommendations on financial matters; and perform all duties incidental to
his office, or that are properly required of him by the Board of Directors, for such
sum for the faithful performance of his duty and in such surety company as may
be selected by the Board of Directors, but any premium on said bond shall be
paid by said Foundation.
The Secretary shall be authorized to sign checks and appropriate reports on
behalf of the Chairman, in the absence of the Chairman, and to authorize
correspondence for the Board of Directors as he deems necessary.
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The Parliamentarian shall ensure that a quorum is present prior to any official
business transactions being taken by the Executive Committee or the full Board
and shall ascertain that Board actions are in compliance with Board Bylaws and
Charter.
ARTICLE VIII
FINANCES OF FOUNDATION: The monies of the Foundation shall be
deposited in the name of the Foundation in such places as may be designated by
the Executive Committee, and shall be drawn out by check signed by any two
individuals designated by the Board by resolution. An Annual Budget shall be
adopted by the Board, which shall enumerate the expenses and revenues.
The Foundation’s fiscal year shall be July 1 through June 30.
ARTICLE IX
CORPORATE SEAL: The Foundation shall have no corporate seal.
ARTICLE X
BYLAWS: These Bylaws may be amended, repealed, or altered in whole or in
part by a majority vote of the Board of Directors at the annual meeting or any
special meeting where such action shall be announced in the call and notice of
such meeting. The majority of the Board of Directors may adopt additional
Bylaws in harmony herewith, but no power herein shall be construed to grant to
the Board of Directors any right to alter, repeal or modify any of the Bylaws
herein which may be inconsistent with the Charter herein granted to said
Foundation by the State of Tennessee.
Roane State Community College Foundation Board of Directors adopted these
Bylaws by a majority vote in 1979. Amendments (dated November 12, 1981;
October 11, 1988; November 16, 1989; November 21, 1991; and May 9, 2002)
are reflected in this document.
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