Foundations Guidelines, Campus-Related
January 01, 2009
This policy item applies to:
As part of a coordinated fundraising effort led by the campus president, each campus-related Foundation (Foundation) supports the fundraising efforts of the campus. The Foundation and the State University of New York provide the campus with mechanisms to receive and manage gifts and make these resources available to the campus to support approved campus programs and activities. The Foundation also is the primary entity that manages real property and other assets not managed by the campus. Foundations play an important role with activities and functions not specifically vested with the campus or other entities on campus.
The charter or certificate of incorporation of the foundation should relate to the University campus it will benefit in terms of purposes, objectives and programs. The primary foundation must be a non-profit corporation organized and existing under the laws of the State of New York, tax-exempt under §501(c)(3) of the Internal Revenue Code (IRC), and classified as a “supporting organization” to the campus under §509(a) (3) of the IRC, unless a different §509 classification would be more appropriate under the circumstances particular to the purpose of the corporation.
The foundation is authorized to establish one or more affiliates or, under special circumstances, single member limited liability corporations (the single member must be a tax-exempt entity) to the extent that it is involved in activities other than fundraising. Any affiliate or single member limited liability corporation should also be a 501(c)(3) corporation and classified as a “supporting organization” to the primary Foundation under §509(a)(3) of the IRC, unless a different §509 classification would be more appropriate under the circumstances particular to the purpose of the corporation (e.g., §509(a) (1) or 509(a)(2). The majority of the members of the board of directors of each affiliate should be members of the board of directors of the primary Foundation. No members of the campus council may serve on the board of the Foundation. Any exceptions to this structure require the campus president’s written approval in consultation with the chancellor or designee.
A formal contract, in substantial accord with the model contract developed by the University, terminable in whole or part with 45 days written notice given by the University, extending for a period of no more than 5 years, and subject to the review and approval of the chancellor or designee (and external state agencies when required), must be executed between the campus and the primary Foundation, authorizing it to operate on campus, and enumerating its activities and those of each affiliate or single member limited liability corporation it establishes, and providing that each such organization is bound by the same guidelines governing the primary Foundation. Each activity category authorized to the Foundation should be identified in the contract, with written contract amendments required for new activities.
The campus president or designee will be an ex officio, voting member of the board of directors of the primary Foundation, but may not serve as president of the Foundation. A majority of the Foundation’s directors shall be individuals who are not faculty, staff, or students of the campus.
Each Foundation should develop, administer, and communicate written policies and procedures for all key business functions. These policies and procedures should cover the following areas, where appropriate: cash receipts and disbursements, gift acceptance, spending, investment management, procurement (including travel expenses and credit cards), payroll, inventory, agency accounts, and conflicts of interest. Such policies shall ensure that disbursements are reasonable business expenses that support the campus, are consistent with donor intent, are adequately documented, and do not conflict with the law. If the Foundation engages a third-party (e.g., the ASC) to provide administrative support services, the Foundation must ensure that this organization has in place, to the extent applicable, the written policies and procedures enumerated above.
Each foundation must prepare annual financial statements in conformity with generally accepted accounting principles and have them audited by an independent certified public accounting firm or sole practitioner (independent auditor) in accordance with generally accepted auditing standards. To enable the University to include pertinent information in its annual financial statements, the audit must be completed within 90 days after the close of the foundation’s fiscal year. The independent auditor may be appointed for no more than a five-year term, after which each Foundation must resolicit these services through a competitive procurement process. No certified public accounting firm or sole practitioner can serve as the independent auditor for more than two consecutive five-year terms, after which the firm is not eligible to serve again as the independent auditor until not less than a three-year intervening period has elapsed. The books and records, financial condition, operating results, and program activities of the foundation are also subject to periodic audit by the university auditor. The primary Foundation (and affiliate(s) and single member limited liability corporation(s)) may also be subject to audits by outside regulatory bodies to the extent allowed by law. All audit reports from whatever source, including the certified (consolidated) financial statements and management letter (along with a corrective action plan) of the primary Foundation (and affiliate(s) and single member limited liability corporation(s)) must be transmitted to the campus president and the offices of the univeristy controller and university auditor
The articles of incorporation and other organizing documents of a Foundation (and any affiliate or single member limited liability corporation) must provide that the net assets of the organization be distributed to the campus or other campus-approved entity organized for similar purposes in the event that the Foundation (or affiliate or single member limited liability corporation) is dissolved. Dissolutions and dispositions of related net assets are subject to all applicable laws, regulations, and restrictions and unless otherwise stated, the net assets revert to the campus or campus-approved organization.
There are no definitions relevant to this policy.
Code of Ethical Principles and Standards of Professional Practice Association of Fundraising Professionals (AFP)
There are no procedures relevant to this policy.
There are no forms relevant to this policy.
Internal Revenue Code §509(a)(3) (Tax exempt organizations)
There is no history relevant to this policy.
Appendix D - Facilities, Personnel, and Equipment Provided by the Campus - Exhibit D
Appendix E - Description of Affiliated Organizations and Campus-provided Resources - Exhibit E
Appendix B - SUNY Guidelines for Campus-Related Foundations - Exhibit B
Appendix A - Campus/Foundation Model Contract
Appendix C - Services and Activities - Exhibit C