POL 01.10.01 – Board of Trustees of the Endowment Fund

Authority: Board of Trustees

History: First Issued: April 11, 1987. Last Revised: July 18, 2024.

Additional References:
North Carolina General Statute § 116-36

Contact Info: Associate Vice Chancellor, Finance and University Treasurer (919-515-2143)

1. ARTICLE I – ORGANIZATION

1.1 Membership

1.1.1 The Board of Trustees of the Endowment Fund of North Carolina State University (Endowment Fund BOT) shall consist of no fewer than six members and no more than nine members:

1.1.1(a) Up to six members shall be elected by the North Carolina State University Board of Trustees (University BOT) to staggered three-year terms, with two members being elected each year. The Executive Vice Chancellor for Finance and Administration and the Vice Chancellor for University Advancement shall jointly submit annually to the Chancellor a listing of potential appointees to the Endowment Fund BOT. If eligible, the immediate past chair of the Endowment Fund BOT should be considered for an open seat. After consultation with the Chancellor, the Chair of the University BOT shall make recommendations to the University BOT for filling any vacancy on the Endowment Fund BOT;

1.1.1(b) Three ex officio members as follows: the Chancellor, the Chair of the University BOT and the Vice Chair of the University BOT.

1.1.2 In the event of a vacancy due to the death, resignation or inability to serve by a member of the Endowment Fund BOT, the University BOT will elect a person to fill the unexpired term.

1.1.3 In considering nominations to the Endowment Fund BOT, the Chair of the University BOT will take into consideration individuals who (a) have experience / expertise in investments, (b) bring special skills or talents to the Endowment Fund BOT, or (c) have established an endowment at NC State University, either within the endowment fund or elsewhere.

1.1.4 Whereas it is desirable to have present or former members of the University BOT as members of the Endowment Fund BOT, this is not a prerequisite for candidacy.

1.1.5 Members of the Endowment Fund BOT may not be elected to more than two full three-year terms. New trustees elected to succeed trustees whose full terms are completed will be elected at the last regular meeting of the academic year of the University BOT.

2. ARTICLE II – MEETINGS

2.1 Regular Meetings

2.1.1 The Endowment Fund BOT shall hold a minimum of two regular meetings in the course of each academic year. Such meetings shall be held in September and February; special meetings may be called by the Chair or upon request of three other members.

2.1.2 A report shall be made by the Endowment Fund BOT at each regular meeting of the University BOT.

2.2 Quorum

2.2.1 A quorum for the conduct of business shall consist of a majority of the voting membership of the Endowment Fund BOT then in office. Any voting member who is present at a meeting, or who attends a special or emergency meeting by telephone, video conference, or other electronic means that allows for two-way voice interaction, will be counted as present for purposes of determining a quorum.

2.3 Actions Between Regular Meetings

2.3.1 Between regular meetings of the Endowment Fund BOT, routine matters of business may be dealt with by written ballot and without a meeting if such is deemed appropriate by the Chair. Any action taken by this method must be reported to the Endowment Fund BOT at its next regular meeting.

3. ARTICLE III – OFFICERS

3.1 Officers

3.1.1 There shall be six officers:

3.1.1(a) Chair – The Chair of the University BOT shall be ex officio Chair of the Endowment Fund BOT. The Chair shall preside at all meetings and have all powers and duties incident to such office. The Chair shall conduct and have charge of the affairs of the Endowment Fund BOT subject to approval of a majority of the Endowment Fund BOT. The Chair shall provide a summary report of actions taken at each meeting to the University BOT at their next regularly scheduled meeting.

3.1.1(b) Vice Chair – The Vice Chair of the University BOT, shall be ex officio Vice Chair of the Endowment Fund BOT. In the absence of the Chair, the Vice Chair shall preside at any meeting and otherwise perform the duties of the Chair.

3.1.1(c) Secretary – The Senior Director of Foundations Accounting & Investments shall serve ex officio (non-voting) as Secretary of the Endowment Fund BOT. The Secretary shall be responsible for the minutes of all meetings, shall give notice of all meetings, shall keep all records and papers, and shall conduct the general correspondence and such special communications as directed by the Chair.

3.1.1(d) Assistant Secretary – The Secretary of the University (or designee) shall serve ex officio (non-voting) as the Assistant Secretary of the Endowment Fund BOT, and shall act on behalf of the Secretary in the Secretary’s absence, and is authorized at the same level as the Secretary.

3.1.1(e) Treasurer – The Executive Vice Chancellor for Finance and Administration shall serve ex officio (non-voting) as Treasurer of the Endowment Fund BOT. The Treasurer shall be responsible for the disbursement of funds, including approval of annual endowment spending budgets in accordance with the board-approved spending policy, and shall have charge of all finances and shall be responsible for selling, leasing, developing or otherwise disposing of any real property, under the direction of the Endowment Fund BOT, and shall keep accurate accounts of all receipts and disbursements in connection therewith. The Treasurer is authorized to present gifts to the Endowment Fund BOT, for their acceptance, on behalf of the Chancellor. The Treasurer is authorized by the Endowment Fund BOT to buy stocks, bonds, or other securities, and to sell, trade, assign, endorse and deliver for transfer stocks, bonds, or other securities; to sell and assign real property assets; enter into management agreement to sell or assign any other type of personal property; now or hereafter registered in the name of, or held by, the Endowment Fund BOT and to sign documents of conveyance in connection therewith. The Treasurer is authorized on behalf of, and in the name of the Endowment Fund BOT, to sign any and all other documents requiring the signature of the Endowment Fund BOT.

3.1.1(f) Assistant Treasurer – The Associate Vice Chancellor for Finance and University Treasurer shall serve ex officio (non-voting) as the Assistant Treasurer of the Endowment Fund BOT, and shall act on behalf of the Treasurer in the Treasurer’s absence or as delegated by the Treasurer, and is authorized at the same level as the Treasurer.

4. ARTICLE IV – CONFLICT OF INTEREST

4.1 Any corporate transaction in which a Trustee has a direct or indirect interest must be authorized, approved, or ratified in good faith by a majority of the Trustees who have no direct or indirect interest in the transaction even though less than a quorum; provided, however, no such transaction shall be authorized, approved, or ratified by a single Trustee. For purposes of this Section, a Trustee has an indirect interest in a transaction if:

4.1.1 Another entity in which a Trustee has a material financial interest or in which he is a general partner is a party to the transaction; or

4.1.2 Another entity of which a Trustee is a director, officer, or trustee is a party to the transaction and the transaction is or should be considered by the Endowment Fund BOT.

5. ARTICLE V – POWERS AND DUTIES

5.1 By reference herein, the Endowment Fund BOT recognizes North Carolina General Statute 116-36 “Endowment fund” and UNC Policy Manual Sections 600.2.1. “Endowment Funds” and 600.2.1.2[G] “Guidelines on Creating and Operating Endowment Funds” and the powers and duties contained therein, including but not limited to:

5.1.1 Acceptance of gifts, donations and bequests

5.1.2 Disposal of property, real or personal, of the Endowment Fund

5.1.3 Prudent investment of the endowed funds

5.1.4 Appointment of a fiscal agent or agents

5.1.5 Expend principal and income in strict accordance with terms of the gift, devise, or bequest

5.1.6 Establish a prudent endowment spending policy

5.1.7 Submit comprehensive report annually to the Board of Governors through NC State University Board of Trustees