University Enterprises
Corporation at CSUSB
“UEC”
Orientation for New
Board Members
Sept 2014
CSU Auxiliary Organization



A non-profit organization
Conducts activities essential to the campus
Meets requirements of CSU Board of Trustees
Sept 2014
CSU Auxiliary Organization
Administered within the following hierarchy:
 California Statutes (Gov. Code and Ed. Code)
 Trustee Regulations (Title 5)
 Standing BOT Orders
 Trustee Resolutions
 Executive Orders of the Chancellor
 Procedural Directives from Chancellor’s Office
 CSUSB Policies and Regulations
 UEC Policies and Regulations
Sept 2014
CSU Auxiliary Organization


Operations are carried out under the direction of
the governing board (Board of Directors) of the
organization and its management structure
The Board of Directors has responsibility for
ensuring that the organization meets all state
requirements as articulated by:
- CSU Board of Trustees (“BOT”)
- Chancellor’s Office
- Campus Administration
Sept 2014
CSU Auxiliary Organization



Title 5, provides that the CSU BOT have overall
responsibility for administering activities of the
CSU
The President of CSUSB is directly responsible by
state statute for ascertaining that all
expenditures by auxiliary organizations are in
accordance with policies of the Trustees
The Chancellor requires the President to
designate a campus officer responsible for certain
duties that, in part, involve auxiliary
organizations. That designee is the VP
Administration & Finance
Sept 2014
CSU Auxiliary Organization



Composition of the Board of Directors must
consist of the following voting membership:
- Administration and Staff, Faculty, Noncampus personnel, and Students
Each member of the Board must serve on one or
more Subcommittees: Audit, Commercial,
Executive, Sponsored Programs
The CSU BOT determines what functions are
appropriate for auxiliary organizations to perform
Sept 2014
UEC

UEC has been formed as a separate legal entity
under California Corporation law. It is authorized
to function as an auxiliary under the Education
Code and CSU Regulations and Policy. UEC is not
a campus department although we have a
relationship with CSUSB under law, regulations,
policies and by agreements.
Sept 2014
UEC
Board Role and Responsibilities
 Organizational Governance
- Authority
- Accountability
 Key Roles of the Board
- Oversight
- Approve annual budget
- Oversee financial management
- Approve programs/services
- Minimize exposure to risk
Sept 2014
UEC
Board Role and Responsibilities (continued);
 Participate in governance of UEC
 Work on committees
 Serve as a UEC ambassador in the campus
community
 Act as a resource to UEC
Sept 2014
UEC
Individual Board Member Responsibilities
 Act in Accordance with Legal Standards for NonProfits
- Duty of Care:
-Stay informed, competence expected,
exercise reasonable care
- Duty of Loyalty:
-Undivided allegiance; act in best
interests of UEC
- Duty of Obedience:
–Remain faithful to mission of UEC
Sept 2014
UEC

Conflict of Interest Regulations
• Subject to provisions of Nonprofit Corporation
Law
• Subject to standards in the California
Education Code for Auxiliary Governing bodies
 Annual Conflict of Interest disclosure
Sept 2014
UEC
Current Programs and Services of UEC


Enterprise Operations
- Bookstore
- Dining Services
- Convenience Stores
- Vending
- Beverage Pouring Rights Contracts
Sponsored & Other Programs
- Grantee - Research/Sponsored Programs
- Fiscal management of Children’s Center
and Infant Toddler Lab School
Sept 2014
UEC
Written Agreements are required to Use Campus
(State) Facilities
• Operating Agreements
• Ground Leases
Sept 2014
UEC
Board of Directors Recommended Reading List








Current Financial Statements
Articles of Incorporation
Bylaws
Audited Financial Statement for the Year Ended
June 30, 2014
Form 990 for the Year Ended June 30, 2013
AOA Roles & Responsibilities of Auxiliary
Governing Boards
Compilation of Policy & Procedures for CSU
Auxiliary Organizations
Conflict of Interest Disclosure
Sept 2014
UEC
About the Board:


Board Officers – Chair: Dr. Ed Teyber, Vice Chair:
Lois Carson, Secretary/Treasurer: Dr. Doug Freer
Board Consultants
- CPA/Auditor: Rogers, Anderson, Malody & Scott
Terry P. Shea, CPA – 909-824-6736
- Insurance Broker: Alliant Insurance
Dan Howell – 415-403-1426
- Legal Counsel: John Jay, Esq. (949-375-0441) for
corporate matters and Richard Bromley, Esq. (213) 6296135 for labor law matters.
Sept 2014
UEC

Staff Contacts:
- Deborah Burns, Executive Director
dburns@csusb.edu or 909-537-3939
- Cara Pham, Administrative Support
cpham@csusb.edu or 909-537-3937
Sept 2014