GENERAL INFORMATION
The Mission of the UNT Foundation
Structure of the Foundation
Staffing the Foundation
Board of Directors Volunteer Position Description
Conflict-Of-Interest Policy
Directors and Officers Liability
Communicating with the Board
Nondiscrimination/Equal Opportunity, Affirmative Action, Sexual Harassment Policy Statement
Whistleblower Policy
Public Information
ACCOUNT MANAGEMENT
Definitions throughout this Manual
Establishing a New Account
Types of Accounts
Account Holders
Deposits (Contributions) to Accounts
Procedure for Acknowledging and Receipting Gifts
INVESTMENT MANAGEMENT
Endowment Account - Investment Vehicles
Operating Account - Investment Vehicles
Investment Policy
Appendix A
Appendix B
Appendix C
OBTAINING FUNDS FROM ACCOUNT
Withdrawals of Amounts from Endowment Accounts
Distribution Policy
Fees Charged to Endowed Accounts
SPECIAL INFORMATION
Funding Requests from Foundation Unrestricted Assets
Executor Functions
Trustee Functions
GIFT PLANNING AND ACCEPTANCE POLICIES
Overview
Liquidation of Gifts
Appraisal
Tangible Personal Property
Life Insurance
Guidelines for Gifts of Life Insurance
Gifts of Cash
Securities
Individual Wills
Charitable Gift Annuities
Charitable Remainder Trusts
Real Estate Policies
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GENERAL INFORMATION
The Mission of the UNT Foundation
The University of North Texas Foundation, Inc. supports and enhances the educational mission of the University of North Texas by accepting, investing and/or managing private gifts, endowed funds and other assets for the benefit of the university and its students; and by supporting and encouraging philanthropic gifts to the University.
The University of North Texas Foundation, Inc. is a private, not-for-profit corporation, originally named the North Texas State University Educational Foundation, Inc. It was chartered June 27, 1972, under provisions of the Texas Non-profit Corporation Act to function as the legal conduit for the acceptance, investment, management and distribution of private gifts given for the funding of activities and programs related directly to the mission, role and scope of the University of North Texas.
Such gifts may include cash, property (real and otherwise), securities, life insurance policies, bequests, trusts, life income agreements, and gifts-in-kind. Gifts, which are accepted, are administered according to the stipulations of the donors on behalf of the University. Unrestricted gifts are distributed to the University upon request of the President of the University and the approval of the Board of Directors.
The U.S. Internal Revenue Service has ruled that gifts to the UNT Foundation are deductible for federal income tax purposes (subject to statutory limitations) and for federal estate and gift tax purposes. The Foundation is a tax-exempt entity under Section 501(C)(3) of the Internal Revenue Code.
The Foundation functions as a fiduciary entity on behalf of the donor of a gift and the University program or activity to be funded by the gift. A Board of Directors administers the affairs of the Foundation. The Foundation is completely separate from, and independent of the Board of Regents of the University of North Texas System.
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Structure of the Foundation
A volunteer Board of Directors governs the University of North Texas Foundation. The Board elects Directors from a slate of nominees submitted to the Board by the Governance Committee.
The day-to-day management of the Foundation is the responsibility of the Chief Executive Officer (CEO). The CEO reports to the Board of Directors on all matters concerning Foundation business. The Board has the authority to appoint such person as CEO as the Board deems appropriate. The Board of Directors determines the policy operations of the UNT Foundation, which utilizes a structure of standing committees, as specified in the Foundation's By-laws. The standing committees are:
AUDIT COMMITTEE - Oversees the annual audit conducted by an independent auditing firm to assure the Board and all others that Foundation records, resources and procedures are consistent with regulations and rules for sound fiscal management in accord with Generally Acceptable Accounting Procedures (GAAP), and guidelines promulgated by the Financial Accounting Standards Board (FASB).
BUDGET COMMITTEE - Recommends, oversees and evaluates policies for the management of the financial affairs of the Foundation. The committee reviews the quarterly financial statements and presents them to the Board, monitors income to the Foundation, prepares the annual operating budget for approval by the Board, and makes recommendations relating to management fees charged to account holders.
DEVELOPMENT COMMITTEE - Works with the Office of Development, the President of the University, and the Chancellor to secure additional sources of financial support for the University through current and deferred gifts of cash, securities, royalties, grants, trusts, real property, and tangible personal property. Educates and encourages Board members in their personal philanthropy towards the University.
EXECUTIVE COMMITTEE - The Officers of the Board and the Standing Committee Chairs constitute and function as the Executive Committee. This committee has the duty of general Foundation management oversight. It assists staff with regular business operations on behalf of the Board between regular quarterly Board Meetings; authorizes contracts, activities, and other business operations; coordinates Foundation operations and special opportunities with staff; respond to special, timely requests from the University; and serves as the personnel committee of the Board.
GOVERNANCE COMMITTEE - Assists the Board of Directors in fulfilling its fiduciary responsibilities by developing, recommending, monitoring and periodically reviewing the governance policies and practices of the Board. Reviews and modifies the By-Laws of the Board of Directors of the Foundation for Board consideration and approval. Serves as the Nominating Committee and conducts elections of Board Members and Elections of Officers of the Board whenever necessary.
INVESTMENT COMMITTEE - Oversees the successful and prudent operation of the investment portfolio management process and the Foundation Investment Policy. Works closely with staff and professional agents to review and analyze investment allocation and performance at least quarterly. Reports on performance to the Board, and recommends any adjustments in the investment program.
TRUST MANAGEMENT AND REAL ESTATE COMMITTEE - Oversees the successful and prudent operation of Charitable Trusts, Gift Annuities, and Estates for which the Foundation serves as Trustee, Executor, or Administrator. Reviews and advises the staff in the performance of these functions. Reviews the performance of professional advisors employed in the management of these assets, including the proper care of income beneficiaries and remainder men. Works with the University and the CEO of the Foundation to see that all guidelines relating to gifts of real estate have been followed, and makes recommendations to the Board for the acceptance, management, and/or rejection of such gifts.
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Staffing the Foundation
The Foundation may employ salaried and part-time staff as needed to carry out its operations and activities. The Chief Executive Officer of the Foundation reports directly to the Chair of the Board of Directors, and the Executive Committee of the Board. This staff person is responsible for the day-to-day operations of the Foundation as directed by the Board of Directors.
The CEO is charged with implementing the goals identified by the Board of Directors through its policies and procedures. In addition, the CEO may exercise his/her professional judgment with regard to action in all matters not specifically covered by these policies and procedures.
Other full-time employees include:
A Controller, the Chief Operating Officer, in charge of the fiscal and data-processing operations of the Foundation, and with responding with information in response to account holder questions
An Executive Assistant, responsible for direct assistance to the CEO; information management; scheduling; Board and Committee support and meeting materials preparation; office reception functions; document research, preparation and management; personnel and benefits record keeping; and other projects
A Senior Accountant, responsible for investment management tracking, assistance with budget preparation and management, and the preparation and tracking of distributions to or for the university
An Accountant, responsible gift processing, for data-entry, general ledger preparation, check preparation, and budget tracking
An Accounting Clerk, responsible for the data imaging system, and support for the Senior Accountant and Accountant
Additional non-full-time staff:
One or more Student Workers who assist with a variety of tasks and functions that correspond with the annual cycles of data-entry, reconciliation, and report generation
Other staff persons, consultants, and allied professionals on an as-needed basis to efficiently execute the responsibilities of the Foundation.
The Foundation has a formal Agreement with the University wherein the University agrees to provide facilities and certain services to the Foundation in return for benefits derived from the activities and services of the Foundation.
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Board of Directors Volunteer Position Description
Overview
The University of North Texas Foundation, Inc. was incorporated in 1972 for the purpose of accepting, holding and managing significant private financial gifts designed to support the programs, special needs, and other enhancements of the University of North Texas. In conformance with that purpose, individuals are elected to serve voluntarily as members of the Foundation Board of Directors. Each selection so made anticipates that each Director's personal commitment and influence with others will serve to ensure the growth and success of the Foundation and thereby augment the quality and reputation of the University.
Qualifications
Any person whose name is brought before the Foundation Board of Directors for possible election to the Board of Directors shall be deemed qualified if the nominee holds the following qualifications:
- a strong belief in the viability and value of publicly supported higher education as a major force in meeting the critical needs of society;
- a corollary belief that the University of North Texas is an integral component of public higher education and a significant asset to the state, the region, and the country as a whole;
- a general concurrence with the mission, goals, and objectives of the University as developed and articulated by the President of the University and approved by the Regents of the University of North Texas System;
- a firm conviction that publicly supported institutions of higher education are appropriate objects of personal philanthropy and other forms of private support; and
-
a willingness to improve the quality of the University through
- voluntary participation at a level commensurate with membership on an active Foundation Board,
- personal financial support of the University through the Foundation at a level commensurate with capacity and interest, and
- a commitment to work with the Foundation staff in securing financial support from others.
Specific Responsibilities
A Director of the University of North Texas Foundation, Inc. agrees to the following:
- make attendance at the four scheduled Board meetings each year a high priority;
- serve actively on one Board committee or more as assigned by the Board chair;
- be alert for opportunities to promote the purpose, goals, and objectives of the Foundation and to capitalize on such opportunities, especially where the potential exists for support of the University and its programs;
- provide annual, special, and capital support for the University at levels that will inspire others to emulate that support; and
- be available on reasonable demand to work with staff to advance the mission of the Foundation by
- providing advice and counsel on the general management, operations, and program activities of the Foundation;
- providing or otherwise securing introductions to persons who, by virtue of personal wealth or other resources under their management or control, have potential for new or increased support of the University; and
- participating in the Foundation's efforts to identify, cultivate, and solicit potential donors and in providing stewardship for gifts received.
Term of Office
Each Director shall be elected for a three-year term, except for a Director elected to fill an unexpired term. Upon completion of the Director's term of office, the Board may, but is not required, to consider such person for reelection to another term. Board members are limited to serving no more than three consecutive terms, after which time they must remain off of the Board for a full term.
Reciprocal Commitment
The success of the University of North Texas Foundation, Inc. in securing support from alumni, parents, friends, corporations, and Foundations is vested in the commitment of the volunteer Board of Directors. In recognition of the unique demands on these volunteers, all elected Directors are assured of a strong and reciprocal commitment from the Foundation staff to provide the information and expertise necessary for implementation of or follow through on initiatives stimulated through voluntary effort.
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Conflict-Of-Interest Policy
High standards, ethical behavior, personal integrity, and impartiality are inherent to the reputation and ultimate success of the University of North Texas Foundation, Inc. In keeping with these norms, foundation officers, Directors, and staff must refrain from engaging in any behavior that might be construed as self-dealing or in conflict with the mission, goals, and fundamental purpose of the Foundation. Examples of such behavior include the following:
- serving on boards of organizations that are in direct programmatic competition with the Foundation;
- using the equipment or other resources of the Foundation to secure outside personal gain;
- citing participation in the Foundation to advance personal, political, or profit-motivated activities;
- marketing services or products to the Foundation on a non-competitive basis;
- disclosing to outside parties any plans and other information on the Foundation when such information is not readily available to the public;
- leveraging involvement with the Foundation to secure favorable rates, discounts, or other preferential treatment; and
- profiting materially through counseling or other instructional activities predicated on skills and knowledge gained through association with the Foundation.
The Foundation acknowledges that the appearance of conflict of interest does not always imply actual conflict. Policy requires, therefore, that all potential conflicts of interest--including memberships in or affiliations with other nonprofit or proprietary organizations, business affiliations with possible vendor implications, elected office at any level, and involvement in any other activity that might be construed as in conflict with the mission, goals, and purpose of the Foundation--shall be presented in writing to the Chair of the Foundation Board of Directors and the Foundation's CEO for purposes of review and possible remedial action.
Such action may include holding the information on file, informing the Board of the appearance of conflict of interest, or requiring the Director to either cease and desist the activity or to relinquish Foundation Directorship.
Affirmation
As a duly elected member of the University of North Texas Foundation, Inc., I hereby certify that I have read and kept a copy of this policy statement on conflict of interest for my files and
[ ] that, to the best of my knowledge, no circumstance exists with me or my immediate family that might be construed as a conflict of interest with my membership on the Board of Directors of the University of North Texas Foundation, Inc.
or
[ ] that personal or immediate family circumstances currently exist that possibly might be construed as a conflict of interest with my Foundation board membership. The circumstances are described below and are submitted to the Foundation's leadership for review and recommendation.
Signed:_________________________________________ Date:________________
Possible Conflict of Interest Disclosure (use back of page if necessary)
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Directors and Officers Liability
The Directors of the UNT Foundation are provided with protection from liability while acting as a member of the Board of Directors in four forms:
Board of Directors Indemnification Statement
All duly elected Members of the Board of Directors for the University of North Texas Foundation, Inc. are covered by this Indemnification Policy. All Members of the Board of Directors are required to complete and return the Foundation Conflict of Interest affirmation statement each year for this Indemnification to be in effect.
The Board of Directors will indemnify and hold harmless all Board members from the consequences of any approved, legal activity performed on behalf of the Board for the benefit of the University of North Texas Foundation, Inc.
This indemnification does not apply to actions taken by Board members who have resigned effective with their resignation. Nor will it extend to Board members who have been suspended or put on probationary status by the Executive Committee.
Pursuant to Article 1396-2.22A, of the Texas Non-Profit Corporation Act a Director of the corporation shall be indemnified against judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses actually incurred by the Director in connection with the proceeding because such person was, is or is threatened to be made a defendant or respondent in a proceeding because a person is or was a Director. In order to be indemnified, such Director must have:
- conducted himself in good faith;
- reasonably believed:
- in the case of conduct in his official capacity as a Director of the corporation, that his conduct was in the corporation�s best interests; and
- in all other cases, that his conduct was a least not opposed to the corporation�s best interest; and
- in the case of any criminal proceeding, has no reasonable cause to believe his conduct was unlawful.
Directors and Officers Liability Insurance
The UNT Foundation maintains in force a multi-million dollar Directors and Officers Liability Insurance Policy, and provides coverage to individual Directors or Officers for any act or omission (subject to standard policy definitions and exclusions) while acting within the scope of their duties as Directors or Officers. This policy is reviewed annually along with the other insurance coverage for the Foundation.
Federal Law
The Volunteer Protection Act of 1997; Public Law 105-19
The act protects unpaid volunteers acting within the scope of their organizational responsibilities at the time, provided their actions do not lead to criminal misconduct or gross negligence.
Texas State Law
The Charitable Immunity and Liability Act of 1987; Section 84.001 - 84.008 of the Texas Code
�...a volunteer who is serving as an officer, director, or trustee of a charitable organization is immune from civil liability for any act or omission resulting in death, damage, or injury if the volunteer was acting in the course and scope of his duties or functions as an officer, director, or trustee within the organization.�
Board Member Indemnification
The By-Laws of the Foundation contain a section indemnifying Directors from legal action arising from the fact that he or she is or was a Director or an employee of the Foundation.
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Communicating with the Board
The ordinary method of communication with the Board shall be in writing and through regular channels and the appropriate organizational structure.
Requests to make oral presentations to the Board shall be submitted in writing to the Secretary of the Board at least two weeks prior to the meeting at which the matter is to be considered by the Board. In addition, a written explanation of the purpose for the request must be provided. The Chairman shall determine the appropriate means, whether written or oral, for the requestor to communicate with the Board. The Board or its designated committee shall consider the request and determine a response as appropriate.
Communications addressed to all members of the Board from persons outside the Foundation should ordinarily be presented to the Secretary, the Board Chairman, or the CEO for distribution to Board members.
Communications shall not be prohibited between any member of the Board of Directors and any member of the faculty, staff, or students of the University of North Texas or any member of the public. Any official direction or instruction from the Board members will be made to Donors, UNT faculty, staff, or students through the CEO of the Foundation.
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Nondiscrimination / Equal Opportunity / Affirmative Action / Sexual Harassment Policy Statement
The UNT Foundation adheres to the non-discrimination policies of the University in all facets of its role and responsibilities. The University of North Texas Nondiscrimination / Equal Employment Opportunity, Affirmative Action, and Sexual Harassment Policy Statements are excerpted below:
�It is the policy of the University of North Texas not to discriminate on the basis of race, color, religion, sex, age, national origin, disability, disabled veteran status, or Veterans of the Vietnam Era status, in its educational programs, activities, admission, or employment policies. In addition to complying with federal and state equal opportunity laws and regulations, the University through its Diversity policy declares harassment based on individual differences (including sexual orientation) inconsistent with its mission and educational goals.�
�In regard to employment, it is the policy of the University to ensure equal employment opportunity to all individuals. This means first of all that the University will seek to ensure by all means at its disposal that all prohibited discriminatory conditions in employment are eliminated, and that employment policies do not operate to the detriment of any person on the grounds of race, color, religion, sex, age, national origin, disability, Veterans of the Vietnam Era status, or disabled veteran status. The University will also ensure that the practices of those responsible in matters of employment, including all supervisors, are nondiscriminatory.�
These policies are maintained, interpreted, and implemented by the CEO of the Foundation, with the oversight of the Chair and the Executive Committee of the Board of Directors.
AA/ADA/EEO
Whistle Blower Policy
The Foundation will investigate any possible fraudulent or dishonest use or misuse of Foundation resources or property by faculty, staff, or students. Anyone found to have engaged in a fraudulent or dishonest conduct is subject to disciplinary action by the Foundation up to and including dismissal or expulsion, and civil or criminal prosecution when warranted.
All members of the Foundation community are encouraged to report possible fraudulent or dishonest conduct (i.e., a whistleblower). An employee should report his or her concerns to a supervisor or manager. If for any reason an employee finds it difficult to report his or her concern to a manager or supervisor, the employee can report it directly to the Chairman of the Audit Committee.
Managers or supervisors are required to report suspected fraudulent or dishonest conduct to the Chairman of the Audit Committee.
For more information about definitions, rights and responsibilities, procedures, and contacts read the following:
Definitions
Baseless Allegations: allegations made with reckless disregard for their truth or falsity. People making such allegations may be subject to internal disciplinary action and /or legal claims by individuals accused of such conduct.
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:
- forgery or alteration of documents, unauthorized alteration or manipulation of computer files
- fraudulent financial reporting
- pursuit of a benefit or advantage in violation of the Foundation's conflict of interest policy
- misappropriation or misuse of Foundation resources, such as funds, supplies, or other assets
- authorizing or receiving compensation for goods not received or services not performed
- authorizing or receiving compensation for hours not worked
Whistleblower: an employee who informs a manager, supervisor or the Chairman of the Audit Committee about an activity which that person believes to be fraudulent or dishonest.
Rights and Responsibilities
Managers or Supervisors
Managers or supervisors are required to report suspected fraudulent or dishonest conduct to the Chairman of the Audit Committee. In addition, managers or supervisors are responsible for maintaining a system of management controls which detect and deter fraudulent or dishonest conduct. Failure by a manager or supervisor to establish management controls or report misconduct within the scope of this policy may result in adverse personnel action against the manager or supervisor, up to and including dismissal. The Chairman of the Audit Committee is available to assist management in establishing management systems and recognizing improper conduct.
Reasonable care should be taken in dealing with suspected misconduct to avoid:
- baseless allegations
- premature notice to persons suspected of misconduct and/or disclosure of suspected misconduct to others not involved with the investigation
- violations of a person's rights under law
Accordingly, a manager or supervisor faced with a suspected misconduct:
- should not contact the person suspected to further investigate the matter or demand restitution
- should not discuss the case with anyone other than the Chairman of the Audit Committee, Foundation�s legal counsel, the Executive Director (if appropriate), or a duly authorized law enforcement officer
- should direct all inquiries from any attorney retained by the suspected individual to the Foundation�s legal counsel
- should direct all inquiries from the media to the Foundation's Executive Director�s Office, or in the event the Foundation's Executive Director�s Office not being available, to the Foundation�s legal counsel.
Whistleblower Protection
The Foundation will protect whistleblowers as defined below.
The Foundation will use best efforts to protect whistleblowers against retaliation, as described below. It cannot guarantee confidentiality, however, and there is no such thing as an "unofficial" or "off the record" report. The Foundation will keep the whistleblower's identity confidential, unless
- the person agrees to be identified;
- identification is necessary to allow Foundation or law enforcement officials to investigate or respond effectively to the report;
- identification is required by law; or
- the person accused of Fraud Policy violations is entitled to the information as a matter of legal right in disciplinary proceedings.
Foundation employees may not retaliate against a whistleblower with the intent or effect of adversely affecting the terms or conditions of employment or enrollment (including but not limited to, threats of physical harm, loss of job, punitive work assignments, or impact on salary or wages). Whistleblowers who believe that they have been retaliated against may file a written complaint with the Chairman of the Audit Committee. A proven complaint of retaliation shall result in a proper remedy for the person harmed and the initiation of disciplinary action, up to and including dismissal, against the retaliating person. This protection from retaliation is not intended to prohibit managers or supervisors from taking action, including disciplinary action, in the usual scope of their duties and based on valid performance-related factors.
Whistleblowers must be cautious to avoid baseless allegations (as described earlier in the definitions section of this policy).
Procedures
The Chairman of the Audit Committee shall conduct or direct the investigations of all suspected fraudulent or dishonest conduct in consultation with such Foundation officials as may be necessary or appropriate at the discretion of the Chairman. Cases involving possible violations of criminal law will be investigated in cooperation with the Foundation�s legal counsel.
If the facts reported could be a Fraud Policy violation, the Chairman of the Audit Committee will provide the person making the accusation with a copy of the Fraud Policy and review its terms. If Chairman of the Audit Committee determines that fraudulent or dishonest conduct occurred, the appropriate Foundation official will initiate disciplinary action in a manner consistent with applicable Foundation policy. If it is determined that a Fraud Policy violation has not occurred, Chairman of the Audit Committee will explain to the person who reported the concern the reason for its determination and advise the person of any other available reporting channels.
This Policy is intended to complement and supplement existing policies and legal requirements. No statement in this Policy is intended to authorize, or to prohibit disciplinary and/or legal action against, a Foundation employee who knowing discloses information recognized or designated as confidential under law. Where provisions exist elsewhere under law or Foundation policy governing information disclosure rights and obligations, and /or retaliation relative to such disclosures, those shall apply in lieu of those contained in this Policy.
Contacts
Questions related to the interpretation of this policy should be directed to:
The Chairman of the Audit Committee
University of North Texas Foundation, Inc.
1155 Union Circle #311250
Denton, Texas 76203-5017
Or the Foundation staff at (940)
565-4555 can provide a direct telephone number for the Chairman of the Audit Committee upon request.
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Public Information
The Foundation will provide copies of its most recent audited Annual Financial Statement, its most recent completed Internal Revenue Service Form 990, its IRS determination letter, and a roster of the Board of Directors to anyone who requests a copy. All requests for any information must be in writing showing the date, requestor�s name, mailing address and daytime phone number. Additionally, all of this information is available without charge at the Foundation website: http://endow.unt.edu.
The first copy of this information to an individual or organization will be provided free of charge. Copies of these four (4) items will be mailed to requestor within two (2) working days whenever possible. All subsequent copies of this information will cost $1.00 for the first page and $0.25 per page for each subsequent pages produced. These charges are to offset the processing expenses for such a request, and must be either prepaid at the time of the request, or at the time of delivery.
Additional public information about Foundation operations will be supplied to individuals making the request as quickly as possible in light of current Foundation operations. All of this additional information will cost $0.25 per page produced. These charges are to offset the processing expenses for such a request, and must be either prepaid at the time of the request, or at the time of delivery.
The Foundation and the University of North Texas have an operating agreement whereby the Foundation and the University supply certain types of assistance to each other to provide the most efficient and effective service possible. Part of this agreement designates the University as the custodian of all donor and gift records for contributions that are ultimately held and managed by the Foundation. All requests for this information concerning donors and their gifts should be directed to the University and will be governed by its policies and procedures.
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