MINUTES OF THE NORTHWEST STATE COMMUNITY COLLEGE FOUNDATION BOARD OF DIRECTORS MEETING July 21, 2011 8:00 a.m. Room H104 PRESENT: Peter Beck, Douglas Bernath, Larry Brubaker, Philip Ennen, Louis Escobar, Mark Klopfenstein, Dennis Miller, Randy Ordway, Scott Plassman, Jason Rickenberg, Kathy Soards, Don Spohler, Fred Strobel, Tom Stuckey, Pat Vandenbusche, Nathan Weaks, Robbin Wilcox, John Wilson, Brent Winzeler, Mari Yoder, and Norman Zeiter ******************************** A meeting of the Northwest State Community College Foundation Board of Directors was held on Thursday, July 21, 2011 at 8:00 a.m. in Room H104. Mr. Miller moved to approve the minutes of the April 28, 2011 meeting. The motion was seconded by Mr. Klopfenstein. ROLL CALL: Aye; Beck, Bernath, Ennen, Escobar, Klopfenstein, Miller, Ordway, Plassman, Rickenberg, Soards, Strobel, Stuckey, Vandenbusche, Weaks, Wilcox, Winzeler, Yoder, Zeiter. Nay; None. Thereupon the Chair declared the motion President Stuckey reported that he continues to receive many positive comments about the College and thanked the Foundation members for all of their work. The Higher Learning Commission process for officially awarding our 10-year reaccreditation is now through the Readers Panel and at the Commission for formal approval. The professional and support staff contracts have been renegotiated. The professional staff (faculty) reached agreement on a three-year contract and the support staff agreed on a four-year contract. There are no salary increases in place for any employees during the life of these contracts. If at some point the College is able to provide salary increases, all parties will receive the increases. Foundation Treasurer, Kathy Soards, presented the listing of foundation donations and pledges as of June 30, 2011. FY 10/11 donations/pledges/in-kind gift YTD total is $330,221.63 compared to $144,950.66 in FY 09/10. She also presented an investment report from SJS Investment Consulting which indicates a $537,403.11 investment gain since inception. Finance Committee Update Mr. Strobel again pointed out the investment gain through SJS and indicated that the Foundation has a strong commitment to the investment policy which is conservative. SJS will be invited to attend the next full General Board meeting. A subcommittee of the finance committee met and drafted the 990 policies which were electronically sent to the remaining members of the finance committee and were approved, thus making the policies legal for this year. The Foundation Executive Committee has approved the policies and the full Board will be voting 1
on them later in the meeting. These policies include a conflict of interest policy, a whistle blower policy and a records retention policy. It has been recommended that a committee of 3-4 people be formed to audit the 990 forms after they have been completed by the CFO and prior to being sent in. On behalf of the Planned Giving Subcommittee, Mr. Winzeler encouraged support of the campus tours provided by the Foundation. Nominating/Membership Committee The committee has not been successful in securing additional Foundation members, but is continuing to pursue leads. They are currently looking at four potential people. Board Education SJS will provide a report at the October meeting. Will be asking OACC to attend a meeting to provide an overview of the direction the state would like to see foundations work within the colleges themselves. Also working on a time for Foundation members to get together and celebrate successes. Fundraising/Friendraising Committee Mr. Wilson provided the following campaign update: Changing Lives Fundraising Campaign - $ 284,000.00 Allied Health & Public Services Building - $ 229,000.00 Special Event Green Carpet $ 30,264.00 Unclaimed Student Funds $ 18,857.00 Fackler Scholarship $2,981,490.00 Total $3.543,611.00 Continuing to work on naming opportunities within the Allied Health and Public Services Department. Public Relations Committee Robbin Wilcox provided highlights from the Green Carpet Event held in May and encouraged 100% participation from all Foundation Directors for next year s event. An Open House/Ribbon Cutting for the new Allied Health and Public Services building will be held on July 28 beginning at 4:00 p.m. Hoping to have donor signage for the Zeiter Family Nursing Center and the Shaffer Family Conference Room by the day of the event. A grand opening event will be held upon completion of the A building renovation. This event will probably be more Foundation focused. The Board Executive Committee is presenting a resolution later in the meeting asking to designate unrestricted funds to use for purchasing the donor signage. Signage would be placed on the room once the total pledge amount has been received. President Stuckey and Robbin Wilcox met with Aaron Coder, President of Midwest Contracting, and he has agreed to work with the Foundation to encourage the other contractors on site to make a donation to the Allied Health and Public Services Campaign. 2
Action on Proposed Resolutions APPROVAL OF RESTATED CONFLICT OF INTEREST POLICY Mr. Escobar moved and Mr. Miller seconded the following motion: WHEREAS, there is the desire to ensure that the Foundation is in compliance with policies recommended for 501(c)3 tax exempt status; and WHEREAS, the Finance Committee has worked together to develop, amend, and/or restate these policies; and WHEREAS, an on-line vote occurred and the policies were approved by the Finance Committee prior to June 30, 2011; and WHEREAS, the Executive Committee of the Foundation recommends NOW, THEREFORE BE IT RESOLVED, that the following Conflict of Interest Policy be approved as restated by the Foundation Board of Directors: Article VI. CONFLICT OF INTEREST All contracts or other transactions between the Foundation and one or more of its Directors or any other corporation, firm, association, partnership, or other entity in which one or more of its directors are directors, shareholders or officers, or are financially interested (directly or indirectly) shall be submitted to either the Board or the Executive Committee for consideration and approval. No contract or other transaction between a Board and one or more of its Directors or any other corporation, firm, association, partnership, or entity in which one or more of its Directors are directors, shareholders or officers or are financially interested (directly or indirectly), shall be either void or void able because of such relationship or interest or because such Director or Directors are present at the Board meeting, the Executive Committee meeting or a Board Committee thereof which authorizes, approves or ratifies such contracts or transaction or because their votes are counted if: a. The material facts of the transaction and the Director s interest therein were disclosed to the Board, Executive Committee or Board Committee members and the Board, Executive Committee or Board Committee members authorize, approval or ratified the transaction. b. The terms of the transaction were fair, reasonable and at least as good as terms that would be available to the Foundation from a wholly disinterested party; and in consideration of transactions where there is a conflict or potential conflict of interest, the conflicted party or parties may be counted for the purposes of determining a quorum but shall not be eligible to vote on such matters. (Source: Ohio Revised Code» Title [17] XVII CORPORATIONS - PARTNERSHIPS» Chapter 1702: NONPROFIT CORPORATION LAW) 3
Each Director shall promptly and fully disclose any conflict of interest or potential conflict of interest as soon as such conflict arises, but in all cases prior to the vote or any conflict of interest or potential conflict of interest issues or contract. It shall be at the discretion of the Board or the Executive Committee whether any interested Director is present during the deliberations or vote regarding any conflict issues or transaction. The Board may, by resolution, adopt such policies as are appropriate in implementing this section. Note: This page is restated from the present Bylaws of NSCC Foundation. The italicized portion of Article VI. is from the Ohio Revised Code» Title [17] XVII CORPORATIONS - PARTNERSHIPS» Chapter 1702: NONPROFIT CORPORATION LAW. ROLL CALL: Aye; Beck, Bernath, Ennen, Escobar, Klopfenstein, Miller, Ordway, Plassman, Rickenberg, Soards, Strobel, Stuckey, Vandenbusche, Weaks, Wilcox, Winzeler, Yoder, Zeiter. Nay; None. Thereupon the Chair declared the motion WHISTLE BLOWER POLICY ADOPTED Mrs. Vandenbusche moved and Mr. Winzeler seconded the following motion: WHEREAS, there is the desire to ensure that the Foundation is in compliance with policies recommended for 501(c)3 tax exempt status; and WHEREAS, the Finance Committee has worked together to develop, amend, and/or restate these policies; and WHEREAS, an on-line vote occurred and the policies were approved by the Finance Committee prior to June 30, 2011; and WHEREAS, the Executive Committee of the Foundation recommends NOW, THEREFORE BE IT RESOLVED, that the following Whistleblower Policy be approved by the Foundation Board of Directors: I. GENERAL WHISTLEBLOWER POLICY The Northwest State Community College Foundation (the Foundation) is committed to maintaining the highest standards of conduct and ethical behavior and promote a working environment that values respect, fairness and integrity. Therefore, as members of the Board of Directors, Officers and Staff of the Foundation, they are expected to practice honesty, integrity and openness in fulfilling their responsibilities and complying with all applicable laws and regulations. This Whistleblower Policy is in place to protect the individual who reports or provides evidence of wrongdoing. This policy informs all parties involved that retaliation against or harassment of a whistleblower will not be tolerated, and may have negative consequences. 4
II. DEFINITIONS Whistleblower: An individual who informs the Foundation Chair, Foundation Director or College President about an activity relating to the Foundation which that person believes to be fraudulent or dishonest. Fraudulent or Dishonest Conduct: A deliberate act or failure to act with the intention of obtaining an unauthorized benefit. Examples of such conduct include, but are not limited to: 1. forgery or alteration of documents 2. unauthorized alteration or manipulation of computer files 3. fraudulent financial reporting 4. violation of the Foundation s Conflict of Interest Policy 5. misappropriation or misuse of the Foundation s funds, supplies, or other assets 6. engaging in conduct that violates state or federal laws, regulations or rules 7. refusing to comply with relevant statutes or guidelines 8. covering up wrongdoing Baseless Allegations: Allegations made with reckless disregard for their truth or falsity. People making such allegations may be subject to disciplinary action by the Foundation and/or legal claims by individuals accused of such conduct. III. REPORTING WRONGFUL CONDUCT It is the responsibility of all Directors, Officers and Staff of the Foundation to report Wrongful Conduct according to this Whistleblower Policy. A person suspecting possible fraudulent or dishonest use or misuse of resources or property should report their concerns directly to the Foundation Chair, Foundation Director or College President for determination of due process. Alternately, where the Whistleblower wishes to remain anonymous, a written statement may be submitted to one of the individuals listed above. The person reporting suspected Wrongful Conduct should not discuss the case with anyone other than the Foundation Chair, Foundation Director, College President, Foundation s legal counsel, or a duly authorized law enforcement officer. The reporter should not contact the person suspected to further investigate the matter or demand restitution. IV. RIGHTS OF THE ACCUSED Reasonable care should be taken in dealing with suspected misconduct to avoid: baseless allegations, premature notice to persons suspected of misconduct and/or 5
disclosure of suspected misconduct to others not involved with the investigation, and/or violations of a person's rights under the law. Accordingly, an individual faced with a suspected misconduct should not discuss the case with anyone other than the Foundation Chair, Foundation Director, College President or legal counsel, or a duly authorized law enforcement officer. V. NO RETALIATION No individual who in good faith reports Wrongful Conduct will suffer harassment, retaliation, or adverse employment consequence. Any representative of the Foundation (director, officer or staff) who retaliates against anyone who has reported Wrongful Conduct in good faith is subject removal from the Foundation Board of Directors. This Whistleblower Policy is intended to encourage and enable individuals to raise serious concerns within the Foundation before seeking resolution outside the organization. VI. ACTING IN GOOD FAITH Anyone filing a complaint of Wrongful Conduct must act in good faith and have reasonable grounds for believing the information disclosed indicates Wrongful Conduct. Any allegations that prove not to be documented and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense. VII. CONFIDENTIALITY Reports of Wrongful Conduct or suspected Wrongful Conduct may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of Wrongful Conduct or suspected Wrongful Conduct will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. VII. HANDLING OF REPORTED WRONGFUL CONDUCT Suspected Wrongful Conduct will be reviewed and analyzed with documentation of the receipt, retention, investigation and treatment of the complaint. All reports will be promptly investigated. Cases may warrant investigation by an independent person such as auditors and/ or attorneys. The Foundation Chair, Foundation Director or College President will promptly notify the sender and acknowledge receipt of the reported Wrongful Conduct or suspected Wrongful Conduct, unless such report was submitted anonymously. ROLL CALL: Aye; Beck, Bernath, Ennen, Escobar, Klopfenstein, Miller, Ordway, Plassman, Rickenberg, Soards, Strobel, Stuckey, Vandenbusche, Weaks, Wilcox, Winzeler, Yoder, Zeiter. Nay; None. Thereupon the Chair declared the motion 6
RECORDS RETENTION POLICY APPROVED Mr., Klopfenstein moved and Mr. Bernath seconded the following motion: WHEREAS, there is the desire to ensure that the Foundation is in compliance with policies recommended for 501(c)3 tax exempt status; and WHEREAS, the Finance Committee has worked together to develop, amend, and/or restate these policies; and WHEREAS, an on-line vote occurred and the policies were approved by the Finance Committee prior to June 30, 2011; and WHEREAS, the Executive Committee of the Foundation recommends NOW, THEREFORE BE IT RESOLVED, that the following Records Retention Policy be approved by the Foundation Board of Directors: I. PURPOSE RECORD RETENTION POLICY The Northwest State Community College Foundation (the "Foundation") has developed this Records Retention Policy (the Policy") to guide its efforts to adequately protect and preserve critical documents as required by law and business needs and properly dispose of records as appropriate. This Policy identifies the record retention responsibilities of staff, volunteers, members of the Board of Directors, and outsiders for maintaining and documenting the storage and destruction of the Foundation's documents and records. The Policy applies to all types of records listed, including but not limited to business records, financial records, administrative records, in all types of media, including but not limited to paper, electronic, audio, video, CD (disk), computer records and microfilm/microfiche. All categories of records listed are to be maintained and destroyed according to the time periods set forth below. Questions regarding particular records can be directed to legal counsel. II. ARCHIVING PROCEDURES Active records will be retained in office work areas as long as they serve the immediate administrative, legal and business purposes for which they were created. When a record ceased to serve those purposes they may be boxed and moved to the Foundation storage areas until the applicable retention period expires. One original or one copy of each document will be archived. All employees are responsible for ensuring that the records they handle, control or create are treated according with this Policy. Terms for Retention. The following guidelines will be used to determine the documents to be retained and the time for retention. 7
Retain Permanently Donor records - Historical summaries of donor giving. Financial records - Audited financial statements and annual reports. Governance records -- Articles of incorporation and amendments, bylaws, other organizational documents, governing board and board committee minutes and resolutions. Legal files - Legal documents related to any litigation. Scholarship records - Student award information. Tax records - Filed state and federal tax returns reports and supporting records, tax exemption determination letter and related correspondence, files related to tax audits. Investment Reports Retain for Three Years Board materials - File copy of all other board and board committee materials. Financial records - Accounting statements, invoices, contracts, and other legal documentation kept for three years beyond the life of the agreement. Fundraising records - Documents related to special events and fundraising activities. Scholarship records - Student applications. All other paper documents will be destroyed after three years. 8
Retain for One year Correspondence files and publications. Storage of Electronic Records All electronic files are backed up daily. Backups are moved offsite monthly. All electronic communications will be deleted from all individual computers, data bases, networks, and back-up storage after one year. III. LEGAL HOLD No paper or electronic documents will be destroyed or deleted if pertinent to any ongoing or anticipated government investigation or proceeding or private litigation. A legal hold suspends all document destruction and supersedes all procedures under this Policy. The purpose of a legal hold is to preserve and protect appropriate records under special circumstances, such as litigation or government investigation. All employees will be notified when a legal hold is required and will be provided specific instructions for compliance. Foundation records or supporting documents that have been placed under a legal hold must not be removed, destroyed, altered or modified under any circumstances. The legal hold shall continue until the legal counsel representing Northwest State Community College or the Foundation authorizes its cessation. IV. DESTRUCTION PROCEDURES On an annual basis, documents in storage shall be reviewed to determine whether destruction is appropriate. Before destruction, a document destruction report will be generated and circulated to the appropriate parties for each document type to ensure destruction of the listed documents is appropriate. Deviations from this destruction procedure may occur from time to time with good cause and with the approval of the Foundation s Chair. Any deviations from destruction procedures shall be noted on the document destruction reports. All records shall be destroyed in a secure manner to secure confidentiality, taking into account the manner in which the record is stored. Hardcopy paper documents shall be destroyed by shredding; electronic records shall be deleted according to technology industry standards. ROLL CALL: Aye; Beck, Bernath, Brubaker, Ennen, Escobar, Klopfenstein, Miller, Ordway, Plassman, Rickenberg, Soards, Strobel, Stuckey, Vandenbusche, Weaks, Wilcox, Winzeler, Yoder, Zeiter. Nay; None. Thereupon the Chair declared the motion 9
TRANSFER OF FUNDS Mr. Escobar moved and Mr. Miller seconded the following motion: WHEREAS, donations received by the Foundation for the Allied Health and Public Services Building are presented for transfer to the College to cover expenditures and to inform the Foundation Board of Directors; and WHEREAS, the College President and CFO recommend approval NOW, THEREFORE BE IT RESOLVED, that the donations received by the Foundation in an amount up to $140,000 (as funds become available) for the Allied Health and Public Services Building be approved for transfer to the College s 2011-2012 general operating fund. ROLL CALL: Aye; Beck, Bernath, Brubaker;, Ennen, Escobar, Klopfenstein, Miller, Ordway, Plassman, Rickenberg, Soards, Strobel, Stuckey, Vandenbusche, Weaks, Wilcox, Winzeler, Yoder, Zeiter. Nay; None. Thereupon the Chair declared the motion USE OF UNRESTRICTED FUNDS APPROVED Mr. Miller moved and Mr. Rickenberg seconded the following motion: WHEREAS, the Foundation desires to create donor designated signage; and WHEREAS, there are currently funds available through the Foundation which are unrestricted; and WHEREAS, the Foundation Executive Committee recommends NOW, THEREFORE BE IT RESOLVED, that up to $2,000 be designated annually to be used for donor signage on an as-needed basis. ROLL CALL: Aye; Beck, Bernath, Brubaker, Ennen, Escobar, Klopfenstein, Miller, Ordway, Plassman, Rickenberg, Soards, Strobel, Stuckey, Vandenbusche, Weaks, Wilcox, Winzeler, Yoder, Zeiter. Nay; None. Thereupon the Chair declared the motion Other Robbin Wilcox and John Wilson will be meeting next week to discuss strategy as they go into the community asking for support from business and industry. Foundation members were asked to provide them with more leads. The meeting adjourned at 8:45 a.m. Lynda VonDeylen Cramer Recording Secretary 10