POL 01.10.01 – Board of Trustees of the Endowment Fund

Authority: Board of Trustees

History: First Issued: April 11, 1987. Last Revised: April 22, 2011.

Related Policies: 
UNC Code Section 704 – Endowment Fund
Appendix 1 Section VII – Endowments and Trust Funds
UNC Policy Manual 600.2.1 – Endowment Funds
UNC Policy Manual 600.2.1.2[G] – Guidelines on Creating and Operating Endowment Funds

Additional References:
North Carolina General Statute § 116-36

Contact Info: University Treasurer (919-515-2143)


1.  ARTICLE I – ORGANIZATION

1.1  Membership

1.1.1  The Board of Trustees of the Endowment Fund of NCSU shall consist of no fewer than six members and no more than nine members:

1.1.1.a.  Six members shall be elected by the Board of Trustees of NCSU to staggered three-year terms, with two members being elected each year;

1.1.1.b.  In addition, the Chancellor, the Chair of the Board of Trustees of NCSU, and the Chair of the University Advancement Committee shall serve as voting ex officio members of the Endowment Fund.  The 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 Board.  After consultation with the Chancellor, the Chair of the Board of Trustees shall make recommendations to the Board of Trustees for filling any vacancy on the Board of Trustees of Endowment Fund.

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

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

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

1.1.5  Members of the Board of Trustees of the Endowment Fund 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 Board of Trustees of North Carolina State University.

2.  ARTICLE II – MEETINGS

2.1  Regular Meetings

2.1.1  The Board of Trustees of the Endowment Fund of North Carolina State University 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 Board of Trustees of the Endowment Fund to the Board of Trustees of the University at each regular meeting of the Board of Trustees of the University.

2.2  Quorum

2.2.1  The presence of the majority of the members of the Board in office immediately before a meeting begins shall constitute a quorum for the transaction of business.  Also, a quorum can be achieved by a majority if the meeting is held by teleconference.

2.3  Actions Between Regular Meetings

2.3.1  Between regular meetings of the Board, 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 Board 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 Board of Trustees at NCSU shall be ex officio Chair of the Board of Trustees of the Endowment Fund of North Carolina State University.  The Chair shall preside at all meetings of the Endowment Fund Board of Trustees and have all powers and duties incident to such office.  The Chair shall conduct and have charge of the affairs of the Endowment Fund subject to approval of a majority of the Endowment Fund Board of Trustees.  The Chair shall provide a summary report of actions taken at each meeting of the Endowment Fund Board of Trustees to the NC State University Board of Trustees at their next regularly scheduled meeting.

3.1.1.b.  Vice Chair – The Chair of the University Advancement Committee of the Board of Trustees at NCSU shall be ex officio Vice Chair of the Board of Trustees of the Endowment Fund.  In the absence of the Chair, the Vice Chair shall preside at any meeting of the Board and otherwise perform the duties of the Chair.

3.1.1.c.  Secretary – The Senior Director of Foundations Accounting & Investments shall serveex officio (non-voting) as Secretary of the Endowment Fund.  The Secretary shall be responsible for the minutes of all meetings of the Endowment Fund Board of Trustees, shall give notice of all meetings, shall keep all records and papers of the Endowment Fund Board, 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 shall serve ex officio (non-voting) as the Assistant Secretary of the Endowment Fund, 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 Vice Chancellor for Finance and Administration shall serve ex officio (non-voting) as Treasurer of the Endowment Fund.  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 of the Endowment Fund, under the direction of the Endowment Fund Board of Trustees, and shall keep accurate accounts of all receipts and disbursements.  The Treasurer is authorized to present gifts to the Board of Trustees of the Endowment Fund of NC State University, for their acceptance, on behalf of the Chancellor.  The Treasurer is authorized by the Endowment Fund Board of Trustees to buy stocks, bonds, or other securities, and to sell, trade, assign, endorse and deliver for transfer stocks, bonds, or other securities, and to sell or assign any other type of real or personal property; now or hereafter registered in the name of, or held by, the Endowment Fund of North Carolina State University.  The Treasurer is authorized on behalf of, and in the name of the Board of Trustees of the Endowment Fund of North Carolina State University, to sign any and all other financial documents requiring the signature of the Board of Trustees of the Endowment Fund of North Carolina.

3.1.1.f.  Assistant Treasurer – The North Carolina State University Treasurer shall serve ex officio (non-voting) as the Assistant Treasurer of the Endowment Fund, 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 he 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 he is a director, officer, or trustee is a party to the transaction and the transaction is or should be considered by the Board.

5.  ARTICLE V:  POWERS AND DUTIES

5.1  By reference herein, the NC State University Endowment Fund Board of Trustees 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