GUILFORD TECHNICAL COMMUNITY COLLEGE FOUNDATION, INC. BOARD OF DIRECTORS May 8, 2013 DIRECTORS PRESENT: DIRECTORS ABSENT: Kevin Baker Kip Blakely Susan Bright Jim Bryant Hayes Clement Steve Johnston Paul Livingston David Miller Jim Morgan David Norbury Randy Parker George Ragsdale Marcia Sears Regan Steve Showfety Jeanne Tannenbaum Lundee Amos Harry Boody Steve Frost Charlie Greene David Griffin Judy Miller Stuart Reichenbach Tim Rice Frances Russell Sylvia Samet Bill Seawell William True OTHERS PRESENT: Rae Marie Smith, Executive Vice President Alan Pike, Executive Director of Institutional Advancement Julia Nile, Interim Foundation Director Don Knight, Representing the President of Staff Association Joe Partin, President of Faculty Association Dr. Quentin Johnson, Vice President of Student Support Services Dr. Beth Pitonzo, VP of Instruction Leroy Stokes, VP for Corporate and Continuing Education Jeff Little, Department Chair, Entertainment Technology Dave Kyger, Smith Moore Leatherwood, LLP Stan Turbeville, Director of Marketing Janice Keimig, Coordinator of Grants Amra Ceric, Foundation Assistant Melissa Kinney, Recorder 1 The Board of Directors of the Guilford Technical Community College Foundation, Inc. met in regular session on Wednesday, May 8, 2013 in the Business and Industry Conference Center on the Jamestown Campus. Jim Bryant, President of the GTCC Foundation, called the meeting to order at 7:35 a.m. Jim Morgan offered the invocation. Mr. Bryant welcomed Joe Partin, President of Faculty Association and Jeff Little, Division Chair, Entertainment Technology. Mr. Bryant reminded the Board of their primary responsibilities as Board members: • Raise money • Advocate for the College The first Friend Raiser was held May 2 at Jim and Ann Morgan’s home. Mr. Bryant thanked the Board members who attended. Mr. Bryant asked the Board to look at two handouts in their packets: • Strategic Planning Benchmarks Report (Attachment A): Please review progress in most areas of the plan. • Strategic Planning Calendar (Attachment B): The calendar goes through June 2014. Some events to note include the Jamestown Friend raiser hosted by George Ragsdale in October; Scholarship Donor/Recipient Event in November; and the President’s Society Event in January 2014. Approval of Minutes Dr. Parker presented the minutes of the meeting from March 13 (Attachment C), which were previously sent to the Board. Dr. Parker made a motion to approve the minutes from the March 13 meeting. Hayes Clement seconded the motion. The minutes were approved with no corrections or additions. Update on Creative and Performing Arts Jim Bryant introduced Jeff Little, Department Chair for Entertainment Technology and Creative and Performing Arts, who thanked the Board and the Foundation staff for their support of the program. He spoke to the Board about the two year Applied Science Program. They set up real-world applications. Some of the graduates are working at Grandover and Koury, the Arts Council, and Parks and Recreation. It is broader than just music. It is the only degree of its kind in North Carolina. Of the 280 students enrolled, 60-70 are from Guilford County and 50 are from out of state. There are 31 graduates this semester. One Board member asked about salaries in the field. Mr. Little said an audio technician makes between $35,000-70,000 per year. Another Board member asked if Larry Gatlin was still involved with the program. Mr. Little said he was. Another Board member asked if we used the High Point Theatre for any events. Mr. Little said we use the High Point Theatre in the event of rain since the amphitheater is not covered. President’s Report Dr. Parker introduced Dave Kyger, attorney with Smith Moore Leatherwood, LLP to discuss the college’s progress in developing a new GTCC Innovative Resources Corporation to support the needs of 2 the college. He explained that while the primary purpose of the GTCC Foundation was to fundraise and accept donations on behalf of the college, the newly created GTCC Innovative Resources Corporation (GIRC) was created by the college to allow for the generation of income on behalf of the college. Operation of the NC Center for Global Logistics is an example of an initiative falling under the GTCC Innovative Resources Corporation. The GTCC Innovative Resources Corporation (“GIRC”) is a non-profit corporation, with its own Board of Directors. In turn, GIRC would be the sole shareholder of GIRC Projects, Inc., a taxable NC Business Corporation which would allow for generation of taxable income. It is anticipated that GIRC will have an affiliation agreement with the College that is similar to the 2008 affiliation agreement between the Foundation and the College. As a part of the overall effort to organize to effectively support the college it was recommended that the Foundation now activate the GTCC Foundation Properties, LLC. This entity was envisioned and approved by the Foundation several years ago but would only be activated when needed as a vehicle to receive the donation of real property on behalf of the College. Jim Morgan made a motion to authorize the formation of GTCC Foundation Properties, LLC and it was seconded by Kip Blakely. The motion passed unanimously. Jim Bryant made the motion and it was seconded by George Ragsdale to authorize the GTCC Foundation Properties, LLC to accept donations of real property. The motion passed unanimously. One Board member asked where the Foundation’s investments with Grubb and Ballentine were held. Mr. Bryant said those investments are not classified differently than other investments. He said the members of the Audit and Finance Committee received this advice from Mr. Kyger when they were set up. One Board member asked about the condominiums located on the property. Mr. Bryant said they were the property of the College and were purchased with bond money. The College is trying to decide how to use them. Audit and Finance Committee Investments - Hayes Clement presented the BB&T investment report as of March 31, 2013 (Attachment E). The ending market value as of March 31, 2013 for the endowment fund was $2,580,079. Since inception of January 1, 2012, the Portfolio Return Net of Fees was 12.33% and the Blended Benchmark was 13.37%. For the unrestricted/restricted fund, the ending balance was $5,451,762. Since inception of January 1, 2012, the Portfolio Return Net of Fees was 9.54% and the Blended Benchmark was 9.89%. The asset allocations were within established benchmarks. Hayes Clement made a motion to approve the GTCC Foundation investment report as of March 31, 2013. David Norbury seconded the motion. The motion passed unanimously. FY14 Foundation Budget Proposal Hayes Clement presented the FY14 budget proposal with the actual FY13 expenses through April 30, 2013 (Attachment F). One Board member asked if we would get close to spending the $325,600 budgeted for FY13. Alan Pike said spending would be below budget because there were some initiatives which were not completed this year. Mr. Clement presented the 2013/14 Unrestricted Revenue and Expenses (Attachment G). The unrestricted fund balance is approximately $4 million. 3 One Board member asked if staff was authorized to make line item budget transfers, and Hayes Clement said yes. Hayes Clement made the motion that the FY14 Foundation budget be approved. David Miller seconded the motion. The motion passed unanimously. Hayes Clement reported that the Audit and Finance Committee has had discussions over budgeting of revenue. In the past, we have projected an increase in revenue by 15% each year. There is no basis for this. The Committee is looking more closely at this. They have looked at other community colleges, such as Sandhills. They are one-third GTCC’s size, and they have three times as many President’s Society members as we do. All donations are directed to the unrestricted funds unless designated to a particular fund. One Board member asked how many President’s Society members GTCC has. There are approximately 50 members. It was suggested that we set a goal to get more members in the coming year. Board Membership Paul Livingston, Chair of the Governance Committee, said the GTCC Foundation’s bylaws state that a Board member cannot serve more than two consecutive terms. Mr. Livingston made a motion to amend the bylaws by deleting the last two sentences in Article III, Section 2A, which currently state “A Board member cannot serve more than two (2) consecutive terms without the recommendation of the Governance Committee. This term limit may be waived in extraordinary circumstances if recommended by the Governance Committee and thereafter approved by the Board of Directors.” Jeanne Tannenbaum seconded the motion. The motion passed unanimously. Mr. Livingston said it can be added back into the bylaws later if necessary. Reelection of Board Members: Mr. Livingston presented Kip Blakely, Harry Boody, Susan Bright, Jim Bryant, Steve Frost, Judy Miller, David Norbury, Marcia Sears Regan, and Paul Livingston for reelection for the term beginning July 1, 2013 and ending June 30, 2016. Paul Livingston made a motion that Mr. Blakely, Mr. Boody, Ms. Bright, Mr. Bryant, Mr. Frost, Ms. Miller, Mr. Norbury, Mrs. Regan and Mr. Livingston be reelected for a three year term, July 1, 2013June 30, 2016. George Ragsdale seconded the motion. The motion passed unanimously. Election of Board Officers: Mr. Livingston presented Kip Blakely, President; Frances Russell, Vice President; and Hayes Clement, Treasurer for election for the term beginning July 1, 2013 and ending June 30, 2015. Dr. Randy Parker serves as Secretary of the corporation without a term. Mr. Livingston made a motion that the officers be elected to a two year term, July 1, 2013-June 30, 2015. Susan Bright seconded the motion. The motion passed unanimously. College President’s Continuing Report Dr. Parker thanked the Board for funding this year’s President’s Leadership Seminar. Dr. Parker updated the Board on the following: • Aviation students in national competition • Skills USA competition in Kansas City in June • Culinary students gave a demonstration at Furniture Market and will be on the Paula Deen show • Culinary Knowledge Bowl team will compete in Las Vegas • Dr. Parker, Kip Blakely and Alan Pike will visit CPCC during their clay skeet shoot fundraiser 4 • • • The College has entered into a contract to purchase property behind Sheetz. Several approvals will be required in order to purchase the property. The legislature is going through the budget process. The next 60 days are very critical. Dr. Parker is working on a donation of a significant gift to the College. The meeting was adjourned at 9:07 am. ______________________________________ Dr. Randy Parker, Secretary _______________________________________ Melissa Kinney, Recorder 5