Board Minutes 4-28-15

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MURRAY STATE COLLEGE FOUNDATION

BOARD OF DIRECTORS MEETING

January 27, 2015

Murray Administration Bldg.

ATTENDING:

10:00 a.m. MSC Foundation Conference Room

Basil Bigbie, Norma Howard, Stan Marshall, Judy Huston,

Martin VanMeter (arrived at 10:30am)

Karen Cantrell, Brenda Stacy OTHERS:

ABSENT: Malynda Cobb, Micah Taylor, President Joy McDaniel, Fred

Chapman, Fred Gordon, Dr. Clyde Kindell, Scott Landgraf,

Dustin Rowe, Peggy Shaffer, Larry Sloan

In the initial absence of Chairman Martin VanMeter and Vice President Micah Taylor, Secretary

Norma Howard announced that a quorum for the Board Meeting was not present so the Board

Meeting would not be called to order. The Investment Committee Meeting was begun which does not require a quorum.

Investment Committee Meeting

Dr. Stacy summarized the RFP process that has been underway since the last Board Meeting explaining that eight proposals were received and reviewed by the Investment Committee members.

The top three firms were invited to make presentations to the Investment Committee on January 15.

Subsequently, Landmark Investments was selected to be the recommendation made to the full MSC

Board of Directors.

Dr. Stacy also reported on the conversation that she had with the MSC Foundation auditor (Jim

Hinkle of Hinkle and Associates) regarding the Investment Committee’s question of the Board’s

Fiduciary Responsibility to keep permanently restricted endowment funds in FDIC insured CDs.

Mr. Hinkle indicated that, from an Accounting point of view, Fiduciary responsibility as a Board is not that we have to have completely no risk investments. We should have a “reasonable” rate of return. He pointed out that one could argue that investing in US Government bonds with 2 ½% -

3% with essentially no risk would be a more prudent investment than investing in CDs that pay ½% or less. Even High Quality Corporate Bonds that would yield 4-5% with very little additional risk would still show an intent towards minimum risk-maximum rate of return. Of course, investing in

C rated – junk bonds would be beyond that threshold and would jeopardize our Fiduciary responsibility as a Board.

Overall -

No other higher education institution with whom he works has the level of CDs that we do.

Some have 3-5% in CDs.

By going through the process of researching investment managers and selecting someone to assist us, we are showing that we take our Fiduciary responsibility seriously.

As long as we stay reasonably diversified with the investments, it would be hard for anyone to think that we are not meeting our Fiduciary responsibility.

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The Investment Committee Recommendation to be made to the full Board was discussed.

The motion was made by Norma Howard and seconded by Martin VanMeter to approve the recommendation to be made to the full MSC Foundation Board of Directors to employ Landmark

Investments to:

A.

Oversee how all investments of the MSC Foundation align with the MSC Foundation

Investment Policy.

B.

Assist in the review of the MSC Foundation Investment Policy.

C.

Work with the Investment Committee and Board to transition the MSC Foundation funds invested in the LPL account and New York Life account from Howell Financial Services and CDs from the various banks (as they mature) to Landmark Investments to be invested in alignment with the MSC Foundation Investment Policy.

D.

Provide projected returns and timelines of projected income from investments.

E.

Establish timelines for the transition and research penalties/fees applicable to the transition of accounts.

F.

Establish an Investment Agreement between MSC Foundation and Landmark Investments.

Motion approved.

YES:

NO:

Norma Howard, Judy Huston, Martin VanMeter

None

ABST: Basil Bigbie, Stan Marshall

The committee reviewed the Financial Reports – Financial Snapshot, Monetary Assets Report,

Expenditure Report, Deposit Report, Howell Financial Services Statements, Landmark Investment

Statements, New York Life Annuity Statement, and the Budget to Expenditure Comparison. A correction was noted on the Financial Snapshot – the total investments amount incorrectly included the New York Life total.

The review of the Deposit Report raised some questions regarding current rent charged for the three rental properties managed by the Foundation. It was recommended to consider raising the rent as properties change renters to $475-500. It was also suggested that the Investment Policy include an annual review of the rental properties to include market value of each.

With the review of the Budget to Expenditure Comparison Report, the Executive Director was encouraged to attend the annual CRD Conference. Dr. Stacy was also asked to provide a report showing the Unrestricted Funds revenue that supports that Budget. It was also suggested that how the Budget is funded should also be added to the Investment Policy.

Meeting was RECESSED for lunch at 11:50am.

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Meeting was RECONVENED at 12:30pm.

Murray Administration Bldg.

ATTENDING:

ABSENT:

12:30 p.m. MSC Foundation Conference Room

Basil Bigbie, Malynda Cobb, Judy Huston, Norma Howard,

Stan Marshall, Peggy Shaffer, Dustin Rowe, Martin VanMeter

Fred Chapman, Fred Gordon, Dr. Clyde Kindell, Scott

Landgraf, President Joy McDaniel, Larry Sloan, Micah Taylor

OTHERS IN ATTENDANCE: Leah Anne Brooks of Landmark Investments, Karen Cantrell,

Brenda Stacy

CALL TO ORDER

Chair Martin VanMeter convened the January 27, 2015 meeting of the Murray State College

Foundation Board of Directors to order at 12:30 pm. Announcement of meeting notice filed in accordance with the Open Meeting Act was made. Board members in attendance constituted a quorum. Dr. Stacy noted a public comment on the agenda indicating that the wording “Lunch -

MSC Foundation Board Meeting, Suite 315, Murray Hall Admin Bldg” should only say “ Lunch” explaining that no meeting was conducted at that time.

APPROVAL OF MINUTES

Minutes of the October 28 th

, 2014 MSC Foundation Board of Directors Meeting were presented and approved.

YES: Basil Bigbie, Malynda Cobb, Judy Huston, Norma Howard,

Stan Marshall, Peggy Shaffer, Dustin Rowe, Martin VanMeter

NO:

ABST:

None

None

Minutes of the January 27 th

, 2015 MSC Foundation Special Board Meeting were presented and approved.

YES: Basil Bigbie, Malynda Cobb, Judy Huston, Norma Howard,

Stan Marshall, Peggy Shaffer, Dustin Rowe, Martin VanMeter

NO:

ABST:

None

None

REPORTS

A.

PRESENTATION BY LANDMARK INVESTMENTS

Leah Anne Brooks of Landmark Investments had been asked by the Investment Committee to provide to the full Board a brief overview of her presentation regarding the Landmark Investments proposal for the management of the MSC Foundation funds. She indicated that the equities portion of the Foundation’s investments would go to a Unit Investment Trust account. The fixed portion would be placed in a barbell government bonds strategy.

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B.

PRESIDENT’S UPDATE ON MURRAY STATE COLLEGE PROJECTS

No Report.

C.

EXECTIVE DIRECTOR’S UPATE

Ms. Karen Cantrell gave an update on the next True Blue Travel trip which will be March 7 to

Dallas/Ft. Worth on the Amtrack. There is also a trip scheduled to the McKinney Trade Days on

April 17. Ms. Cantrell also referenced the Summer STEM Academy for 8 th

and 9 th

grade students that will be held on campus June 8-11, 2015.

Dr. Stacy presented an Award of Appreciation Plaque to Basil Bigbie for his many years of service to the MSC Foundation Board of Directors. After having retired in October, 2014, Basil and his wife will be relocating to Texas where they are building a home.

Dr. Stacy indicated that a Paypal account had been set up and a new checking account designated only for those donations had been started with BancFirst where the Foundation’s other checking accounts are located in Tishomingo. The Donate Now button should be activated in the near future.

Currently, the MSC web master and IT are having a small problem with other “buttons” on the website which also impacts the Donate Now button.

D.

INVESTMENT COMMITTEE REPORT

In Chair Micah Taylor’s absence, Dr. Stacy reported that the committee reviewed the Financial

Reports – Financial Snapshot, Monetary Assets Report, Expenditure Report, Income Report,

Howell Financial Services Statements, Landmark Investment Statements, New York Life Annuity

Statement, and the Budget to Expenditure Comparison.

The summary of the process was shared regarding the review of the management of investments, the RFP procedures, and ultimately decision to recommend Landmark Investments to handle the

MSC Foundation investments.

The Investment Committee Recommendation was approved to be submitted for the full Board approval to employ Landmark Investments to:

A.

Oversee how all investments of the MSC Foundation align with the MSC Foundation

Investment Policy.

B.

Assist in the review of the MSC Foundation Investment Policy.

C.

Work with the Investment Committee and Board to transition the MSC Foundation funds invested in the LPL account and New York Life account from Howell Financial Services and CDs from the various banks (as they mature) to Landmark Investments to be invested in alignment with the MSC Foundation Investment Policy.

D.

Provide projected returns and timelines of projected income from investments.

E.

Establish timelines for the transition and research penalties/fees applicable to the transition of accounts.

F.

Establish an Investment Agreement between MSC Foundation and Landmark Investments.

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ACTION ITEMS

A.

Discussion/Action: CONSIDERATION TO ACCEPT FINANCIAL DOCUMENTS

1) Investments with LPL and Landmark Investments;

2) Monetary Assets (Including NY Life)

The motion was made by Dustin Rowe and seconded by Judy Huston to accept Financial

Documents. Motion approved.

YES: Basil Bigbie, Malynda Cobb, Judy Huston, Norma Howard, Stan Marshall,

Peggy Shaffer, Dustin Rowe, Martin VanMeter

NO:

ABST:

None

None

B.

Discussion/Action: CONSIDERATION/APPROVAL OF RECOMMENDATIONS

BY INVESTMENT COMMITTEE.

The Investment Committee Recommendation was submitted for the full Board approval to employ

Landmark Investments to:

A.

Oversee how all investments of the MSC Foundation align with the MSC Foundation

Investment Policy.

B.

Assist in the review of the MSC Foundation Investment Policy.

C.

Work with the Investment Committee and Board to transition the MSC Foundation funds invested in the LPL account and New York Life account from Howell Financial Services and CDs from the various banks (as they mature) to Landmark Investments to be invested in alignment with the MSC Foundation Investment Policy.

D.

Provide projected returns and timelines of projected income from investments.

E.

Establish timelines for the transition and research penalties/fees applicable to the transition of accounts.

F.

Establish an Investment Agreement between MSC Foundation and Landmark Investments.

Discussion led to an amendment of the Recommendation to include:

G. Landmark Investments (currently Leah Anne Brooks) is granted the authority to transfer

CD’s into government insured bonds.

H. Major changes in investment portfolio must be approved by the MSC Foundation Board of

Directors.

Motion to approve the amended Investment Committee Recommendation to employ Landmark

Investments for the management of Foundation investments was made by Dustin Rowe and seconded by Malynda Cobb. Motion approved.

YES:

NO:

ABST:

Basil Bigbie, Malynda Cobb, Judy Huston, Norma Howard, Stan Marshall,

Peggy Shaffer, Dustin Rowe, Martin VanMeter

None

None

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C.

Discussion/Action. APPOINT A NOMINATING COMMITTEE TO:

1) Recommend (at the Annual Meeting of the Foundation Members in April 2015) the

Renewal of Directors' terms which are expiring (with their approval) or to recommend nominees for Directors to fill any vacant positions. Such positions would begin service at the July 2015 Board of Directors Meeting. Directors whose terms expire as of June 30, 2015 are Dustin Rowe, Judy Huston, and Malynda Cobb. Malynda was elected in 2014 to complete E.J. Tolbert’s term which ends June 2015, so she will be considered for Renewal to 2018. Sarah Ann Shaw passed away this year; therefore, her position and is VACANT and the unexpired term would be completed June 30,

2017. In addition, Basil Bigbie is resigning from the Board as he is moving out-ofstate which leaves his position and term (which expires June 30, 2015) now

VACANT for July 2015-2018. See Board of Directors Terms of Office.

2) Recommend at the Board of Directors' Meeting in April 2015 a slate of Officers for

2015-2016 who will begin (or continue) serving as of July 2015.

Chair Martin VanMeter appointed Dustin Rowe, Joy McDaniel, Judy Huston, and Malynda

Cobb to serve on the Nominating Committee with Mr. Rowe to serve as Chair.

NEW BUSINESS

None.

EXECUTIVE SESSION

None.

XI. ADJOURNMENT

Meeting was adjourned at 1:30p.m.

______________________________

Norma Howard, Secretary

__________________________________________

Martin VanMeter, Chair

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