Committee Structure and Responsibilities
Audit Committee
The Audit Committee shall provide assistance to the Board of Directors in fulfilling their oversight responsibilities. The scope of the Committee’s oversight responsibility includes, but is not limited to, the Corporation’s financial statements and the financial reporting process, the systems of internal accounting and finance controls, the internal audit function, the annual independent audit of the Corporation’s financial statements, and the legal compliance and ethics programs established by management and the Board of Directors. In discharging its oversight responsibility, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Corporation and the power to retain outside counsel or other experts for this purpose. Further, the Committee shall maintain free and open communication with independent auditors, internal auditors and management of the Corporation.
Each Committee member must be independent of management and the Corporation and free of any relationship that would impair such independence. Members may not receive consulting, advisory or other fees from the Corporation.
A majority of the Committee’s members should be financially literate and, if possible, at least one member should be a financial expert.
Other committees: Executive, HR, Marketing & Fundraising
James B. Hunt Institute for Educational Leadership and Policy Foundation, Inc.Executive Committee
The Executive Committee works closely with management to oversee the operations of The Hunt Institute and to identify pertinent information and actions for review by the full board. The Executive Committee may exercise the full authority of the Board the management of The Institute, with the following exceptions – the Executive Committee does not have authority over:
• Distributions, as defined in the North Carolina Nonprofit Corporation Act
• The dissolution, merger or consolidation of The Institute; the amendment of the charter of The Institute; or the sale, lease or exchange of all or substantially all of the property of The Institute
• The designation of any committee of the Board of Directors or the filling of vacancies in the Board of Directors or its committees
• The amendment or repeal of the bylaws or the adoption of new bylaws
• The amendment or repeal of any resolution of the Board of Directors which is not amendable or repealable
The Institute’s Executive Committee is a five member committee comprised of: the Chairman of the Board, the Vice Chairman, the Chair of the Finance and Development Committee, the Chair of the Audit Committee, and the Executive Director and CEO of The Institute. The Committee generally meets four times a year. One-third of the Committee must be present to reach a quorum.
Audit Committee
The Audit Committee is responsible for ensuring that The Hunt Institute maintains strong internal controls and is a good steward of its resources. As such, the Audit Committee serves several roles:
• Review accounting policies and procedures and maintaining systems of internal control
• Review the annual audit of The Institute with its external auditors ; report on the audit to the full Board of Directors
• Recommend an external auditor to the Board of Directors and define the scope of the audit
• Make recommendations to the Board of Directors relating to the financial statements, controls, records, and systems of The Institute, as appropriate
• Review the annual 990 statement for filing with the IRS
The Audit Committee must have two or more directors on the Committee, and generally has six members. None of these members can be employees of The Institute or UNC. The Committee generally meets once or twice a year to review the audit findings and the 990 filing. One-third of the Committee must be present to reach a quorum.
Finance and Development Committee
The Finance and Development Committee oversees The Hunt Institute’s budget, fundraising activities, and financial management. Specifically, the Committee:
• Advises The Institute on fundraising activities
• Reviews and adopts the annual budget and then monitors adherence to this budget
• Sets long-range financial goals along with funding strategies to achieve them
• Creates, approves, and updates policies to protect The Institute’s assets, as necessary
• Sets and monitors an investment policy
• Hires and evaluates investment managers/advisors
The Finance and Development Committee must have two or more directors on the Committee, and generally has six or seven members, including the Executive Director/CEO. The Committee generally meets twice a year. One-third of the Committee must be present to reach a quorum.
Morehead-Cain Scholarship FundAudit Committee
• Per the bylaws, the accounts of the corporation shall be audited by a certified public accountant annually, as soon as practical after the close of the
fiscal year.
• The audit committee meets once a year with an independent, outside auditor to review the financial statements of the Scholarship Fund.
Development Committee
• Develop and oversee the implementation of the Board’s fundraising strategies for the annual fund and capital campaign
• Help design, approve, and assess development communications, including website content and printed collateral
Governance Committee
• Responsible for the health and functioning of the board
• Recruits and nominates new directors
• Manages the fund’s relationships with the trustees, the university, and the state
Program Innovation Committee
• Offers strategic counsel to the trustees and staff to ensure that the Program remains relevant, competitive, and innovative.
Executive Committee. The President, who shall serve ex officio as Chairman of the Committee, the President-Elect, Vice President, Past President, and Secretary-Treasurer shall comprise the Executive Committee. Subject to such restrictions and limitations as may be imposed from time to time by the Board of Directors, the Executive Committee shall have and may exercise the full authority of the Board of Directors in the management of the corporation, except that it shall have no authority as to the following matters: (a) distributions, as defined in the North Carolina Nonprofit Corporation Act; (b) the dissolution, merger or consolidation of the corporation, the amendment of the charter of the corporation, or the sale, lease or exchange of all or substantially all of the property of the corporation; (c) the designation of any committee of the Board of Directors or the filling of vacancies in the Board of Directors or in any such committee; (d) the amendment or repeal of the bylaws or the adoption of new bylaws; or (e) the amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repeal-able. The Executive Committee shall report to the Board of Directors from time to time with respect to significant actions taken by it.
Audit Committee. By resolution adopted by a majority of the number of directors then in office, the Board of Directors shall elect an Audit committee consisting of two or more directors, none of whom shall be an employee of the corporation or of The University of North Carolina at Chapel Hill. The Audit Committee shall have the following duties and responsibilities: (a) to review, from time to time, accounting policies and procedures and systems of internal control of the corporation, (b) to review the annual audit of the corporation with its external auditors and with employees of the University, (c) to make recommendations to the Board of Directors with respect to the appointment of external auditors and the scope of their audit, and (d) to make such other recommendations and reports to the Board of Directors relating to the financial statements, controls, records and systems of the corporation as it shall deem appropriate. The Audit Committee shall have such other duties and responsibilities as may be delegated to it from time to time by the Board of Directors.
Nominating Committee. The Nominating Committee shall consist of the President, President-Elect, Immediate Past President and Executive Director of the corporation and the Dean of the School of Dentistry. The Nominating Committee shall from time to time propose individuals for election to the Board of Directors and shall select nominees with a view to broad representation from within the profession of dentistry and also representation from outside the profession.
Other Committees: Constitution & Bylaws Committee; Annual Fund Committee; Planned Giving Committee; Strategic Initiatives; Student Relations Committee
The Kenan-Flagler Business School FoundationThe Audit Committee
The Audit Committee shall consist of three of the directors elected by ex officio directors as provided in Section 1.B. of Article II, none of whom shall be an employee of the Corporation or of the University of North Carolina-Chapel Hill, and shall be elected to the Audit Committee by vote of all directors. The Audit Committee shall have the following duties and responsibilities: (a) to review, from time to time, accounting policies and procedures and systems of internal control of the corporation, (b) to review the annual audit and tax returns of the corporation with its external auditors and with employees of the University, (c) to make recommendations to the Board of Directors with respect to the appointment of external auditors and the scope of their audit, (d) to make such other recommendations and reports to the Board of Directors relating to the financial statements, controls, records and systems of the corporation as it shall deem appropriate, and (e) to approve any tax preparation services provided by the corporation’s external auditors. The Audit Committee shall have such other duties and responsibilities as may be delegated to it from time to time by the Board of Directors.
EXECUTIVE COMMITTEE CHARTER
I. Purpose of the Committee
The Executive Committee (the “Committee”) has and exercises the authority to act for the Board in managing the business of the Foundation pursuant, but not limited to, the duties and activities identified in the Bylaws and this Charter during the intervals between meetings of the Board of Directors, to the extent allowed by law and within the limits established in this Charter and the Bylaws.
II. Committee Membership
Membership of this Committee shall consist of the Chair and Vice Chair of the Board, the chairs of the Nominating and Governance, Finance, and Audit Committees, the Dean of the UNC Medical School as well as three (3) other elected Directors. (If any person holds more than one of the foregoing offices with the Corporation, the Board shall appoint one or more additional directors so that there are nine (9) different Committee members.) The Chair of the Board shall serve as Chair of the Executive Committee.
III. Committee Authority and Responsibility
In furtherance of the powers described in the “Purpose” section above, and any other authority that may be assigned by the Board from time to time, the Committee will oversee the operations of the Foundation and will be authorized to:
A. Investigate any matter with full access to the Foundation’s books, records, facilities and personnel;
B. Recommend persons for appointment by the Board as the Foundation’s officers;
C. Annually, or more frequently if necessary, evaluate the performance of the President and other key staff;
D. Approve of the total compensation of the President and other key staff based on a review of comparable external data for organizations like the Foundation and consistent with applicable legal requirements;
E. Establish the levels of authority of the President and other key staff;
F. Engage independent counsel and/or other advisors as the Committee deems necessary to carry on the work of the Foundation and to approve the fees and expenses of such advisors; and
G. Review and approve the Foundation’s operating and/or capital budget. However, in addition to any limitations set forth in the North Carolina Nonprofit Act, the Foundation’s Articles of Incorporation and Bylaws, the Committee shall have no power to:
1. Authorize distributions of assets;
2. Approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the Foundation’s assets;
3. Elect, appoint, or remove directors, or fill vacancies on the Board or on any of its committees, except to approve the appointment of a director to fill a vacated term; or
4. Adopt, amend, or repeal the Articles of Incorporation or Bylaws.
IV. Committee Meetings
The Committee will meet as needed to fulfill its responsibilities. Members may meet either in person or telephonically or electronically, and at such times, places and manner as the Chair may determine. The Chair will prepare an agenda in advance of each meeting and communicate meeting details to the Committee members in a timely fashion. Upon confirmation by the Chair that a meeting quorum exists, actions of the Committee shall be by majority vote. The Committee may act without a meeting if all Committee members consent to such action in writing.
V. Committee Reports
The Committee will produce written reports at the conclusion of each meeting, which will include an attendance record, a copy of the agenda and a description of the Committee discussions, with documented recommendations and decisions, including but not limited to compensation evaluations and decisions. These reports will be completed, reviewed and approved by the Committee following the Committee meeting. Additionally, the Committee will produce an annual written report that describes the number of meetings, major decisions and outcomes for presentation to the Board.
VI. Committee Evaluation
The Committee will conduct an annual performance evaluation (in such manner as the Committee determines), which assesses the performance of the Committee in relation to the requirements of this Charter and such other matters as the Committee nay deem appropriate. On the basis of the Committee’s performance evaluation, the Nominating and Governance Committee will consider possible changes deemed necessary or advisable by the Committee, and examine the impact of these changes on other committee charters and/or governance processes that are then in place. Changes to the Committee Charter and/or membership composition shall be reported to the Board and require Board approval.
AUDIT COMMITTEE CHARTER
I. Purpose of the Committee
The Audit Committee (the “Committee”) oversees proper external review of the Foundation’s audited financial statements, filings with State and Federal revenue agencies, and the Foundation’s risk management system including monitoring its internal control processes and compliance with legal, ethical and regulatory requirements.
II. Committee Membership
The Committee will be chaired by a director designated by the Board. Membership of this committee shall consist of at least three (3) elected directors, the Chair, and Vice Chair of the Board. Each member shall be free of any relationship that, in the opinion of the Board, would interfere with his or her individual exercise of independent judgment. The committee must include members with basic expertise in financial management and internal control principles, including at least one “financial expert” as defined by Item 407(d)(5) of SEC Regulation S-K. No employees of the Foundation or the University of North Carolina at Chapel Hill or UNC Health Care System may serve on the Committee.
III. Committee Authority and Responsibility
The Committee will:
A. Select the external audit firm and approve its fees; review the performance of the auditors, ensuring their continued independence, and have a regular process of determining whether the Foundation is receiving quality audit services for a fair price;
B. Meet with the audit firm to review the audited financial statements;
C. Address and oversee the remediation of any issues identified in the required communications and management letter;
D. Solicit from the audit firm observations on Foundation staff skills, qualifications, and performance related to those audited functions;
E. Review the audit plans for the coming year with the audit firm;
F. Review with management and the auditors the internal control process and risk management and mitigation process;
G. Report the results of audit findings to the Board;
H. Oversee the preparation and implementation of the governance policies referenced in the Form 990: conflict of interest, document retention, whistle-blower, review of executive compensation, endowments, investments, etc.;
I. Act as external point of contact for any whistle-blowing issues, and, if necessary, initiate special investigations of policies, procedures, and practices;
J. Review the annual Form 990 prior to submission to the Board for approval and filing with the IRS;
K. Conduct private executive sessions at least annually with the auditors and management;
L. Direct and supervise investigations into any matter brought to its attention within the scope of its duties; and
M. Obtain the advice and assistance of independent counsel and/or other advisors, and to approve the fees and expenses of such advisors.
Notwithstanding the responsibilities and duties of the Committee set out in this Charter, the Committee is not responsible for planning or conducting audits, preparing or certifying the Foundation’s financial statements, guaranteeing the external auditor’s report, or for guaranteeing the Foundation’s compliance with applicable laws or regulations. The Committee is entitled to rely in good faith upon the information provided by the Foundation’s management and the advice of professional experts and advisors.
IV. Committee Meetings
The Committee will meet as needed to fulfill its responsibilities, but will meet at least twice annually to (i) review the audit plan and once to review the audited financial statements and the IRS Form 990 and related documents, and (ii) approve the audit engagement and any special investigations related to fraud, financial irregularities, or internal control failures. Members may meet either in person or telephonically or electronically, and at such times, places and manner as the Chair may determine. The Chair will prepare an agenda in advance of each meeting and communicate meeting details to the membership in a timely fashion. Upon confirmation by the Chair that a meeting quorum exists, actions of the Committee shall be by majority vote. The Committee may act without a meeting if all Committee members consent to such action in writing.
V. Committee Reports
The Committee will produce written reports at the conclusion of each meeting, which will include an attendance record, a copy of the agenda and a description of the Committee discussions, with documented recommendations and decisions. These reports will be completed, reviewed and approved by the Committee following the Committee meeting. Additionally, the Committee will produce an annual written report that describes the number of meetings, major decisions and outcomes for presentation to the Board.
VI. Committee Evaluation
The Committee will conduct an annual performance evaluation (in such manner as the Committee determines), which assesses the performance of the Committee in relation to the requirements of this Charter and such other matters as the Committee may deem appropriate. On the basis of the Committee’s performance evaluation, the Nominating and Governance Committee will consider possible changes deemed necessary or advisable by the Committee and examine the impact of these changes on other committee charters and/or governance processes in place. Changes to the Committee Charter and/or membership composition shall be reported to the Board and require Board approval.
FINANCE AND INVESTMENT COMMITTEE CHARTER
I. Purpose of the Committee
The Finance and Investment Committee (the “Committee”) oversees preparation of the annual budget and financial statements, and recommends the budget (and any related revisions) to the Executive Committee for approval. It also establishes and oversees adherence to the Investment
Objectives and Policies of the Foundation.
II. Committee Membership
The Committee will be chaired by a director designated by the Board. Membership of this committee shall consist of at least three (3) elected directors, the Chair and Vice Chair of the Board. Each member shall possess the necessary skills to understand the Foundation’s financial reporting as well as its investment goals and how these objectives support the mission of the Foundation. Each member also shall possess the necessary skills to understand the duties and functions of the Finance Committee.
III. Committee Authority and Responsibility
The Committee will:
A. Ensure that the annual budget and interim financial statements are prepared;
B. Review and recommend to the Executive Committee the annual budget, and any subsequent revisions to it;
C. Oversee the administration, collection, and disbursement of the financial resources of the Foundation as well as the policies and procedures related to financial resources;
D. Periodically review and, as applicable, recommend to the Board revision of the statement of Investment Policies and Objectives of the Foundation;
E. Oversee the making and altering of investments; provided, however, that the Committee shall have no power to authorize or direct the disbursement of any funds except for the purpose of defraying necessary expenses of the Foundation for investment purposes;
F. Monitor the performance of the investment managers in accordance with the Investment Policies and Objectives of the Foundation; and
G. Retain or replace investment managers as deemed appropriate.
Executive Committee. At any annual or special meeting, by action of a majority of the number of directors then in office, the Board of Directors of the corporation may elect an Executive Committee consisting of the President, who shall serve ex officio as Chairman of the Committee, and two or more other directors. Subject to such restrictions and limitations as may be imposed from time to time by the Board of Directors, the Executive Committee shall have and may exercise the full authority of the Board of Directors in the management of the corporation, except that it shall have no authority as to the following matters: (a) distributions, as defined in the North Carolina Nonprofit Corporation Act; (b) the dissolution, merger or consolidation of the corporation, the amendment of the charter of the corporation, or the sale, lease or exchange of all or substantially all of the property of the corporation; (c) the designation of any committee of the Board of Directors or the filling of vacancies in the Board of Directors or in any such committee; (d) the amendment or repeal of the bylaws or the adoption of new bylaws; or (e) the amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable. The Executive Committee shall report to the Board of Directors from time to time with respect to significant actions taken by it.
Audit Committee. At any annual or special meeting, by action of a majority of the number of directors then in office, the Board of Directors may elect an Audit Committee consisting of two or more directors, none of whom shall be an employee of the corporation or of The University of North Carolina at Chapel Hill. The Audit Committee shall have the following duties and responsibilities: (a) to review, from time to time, accounting policies and procedures and systems of internal control of the corporation, (b) to review the annual audit of the corporation with its external auditors and with employees of the University, (c) to make recommendations to the Board of Directors with respect to the appointment of external auditors and the scope of their audit, and (d) to make such other recommendations and reports to the Board of Directors relating to the financial statements, controls, records and systems of the corporation as it shall deem appropriate. The Foundation Treasurer shall be responsible for assisting the Audit Committee and responding to such requests for information as the Audit Committee may make from time to time. The Audit Committee shall have such other duties and responsibilities as may be delegated to it from time to time by the Board of Directors.
The School of Journalism & Mass Communication Foundation of North Carolina, Inc.Executive Committee
The Executive Committee shall consist of the President, the Vice President, the Secretary and the Treasurer of the Foundation. Subject to such restrictions and limitations as may be imposed from time to time by the Board of Directors, the Executive Committee shall have and may exercise the full authority of the Board of Directors in the management of the Foundation, except that it shall have no authority as to the following matters: (a) distributions, as defined in the North Carolina Nonprofit Corporation Act; (b) the dissolution, merger or consolidation of the Foundation, the amendment of the articles of incorporation of the Foundation, or the sale, lease or exchange of all or substantially all of the property of the Foundation; (c) the designation of any committee of the Board of Directors or the filling of vacancies in the Board of Directors or in any such committee; (d) the amendment or repeal of the bylaws or the adoption of new bylaws; or (e) the amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable. The Executive Committee shall report to the Board of Directors from time to time with respect to significant actions taken by it.
Audit Committee
At any annual or special meeting, by action of a majority of the number of directors then in office, the Board of Directors shall elect an Audit Committee consisting of two or more directors, none of whom shall be an employee of the Foundation or of The University of North Carolina at Chapel Hill. The Audit Committee shall have the following duties and responsibilities: (a) to review, from time to time, accounting policies and procedures and systems of internal control of the Foundation, (b) to review the annual audit of the Foundation with its external auditors and with employees of the University, (c) to make recommendations to the Board of Directors with respect to the appointment of external auditors and the scope of their audit, (d) to make such other recommendations and reports to the Board of Directors relating to the financial statements, controls, records and systems of the Foundation as it shall deem appropriate and (e) to approve any tax preparation services provided by the Foundation’s external auditors. The Audit Committee shall have such other duties and responsibilities as may be delegated to it from time to time by the Board of Directors.
Audit Committee: At any annual or special meeting, by action of a majority of the number of directors then in office, the Board of Directors shall elect an Audit Committee consisting of two or more directors, none of whom shall be an employee of the foundation or of the University of North Carolina at Chapel Hill. The Audit Committee will have the following duties and responsibilities: a) to review, from time to time, accounting policies and procedures and system of internal control of the Foundation, b) to review the annual audit of the Foundation with its external auditors and with employees of the University, c) to make recommendations to the Board of Directors with respect to the appointment of external auditors and the scope of their audit, and d) to make such other recommendations and reports to the Board of Directors relating to the financial statements, controls, records and systems of the Foundation as it shall deem appropriate. The Audit Committee shall have such other duties and responsibilities as may be delegated to it from time to time by the Board of Directors.
The UNC Law Foundation of North Carolina, Inc.Audit Committee. At any annual or special meeting, by action of a majority of the number of directors then in office, the Board of Directors shall elect an Audit Committee consisting of two or more directors, none of whom shall be an employee of the corporation or of The University of North Carolina at Chapel Hill. The Audit Committee shall have the following duties and responsibilities: (a) to review, from time to time, accounting policies and procedures and systems of internal control of the corporation; (b) to review the annual audit of the corporation with its external auditors and with employees of the University; (c) to make recommendations to the Board of Directors with respect to the appointment of external auditors and the scope of their audit; (d) to ensure that requests for proposals for external auditing services be extended every THREE years and that a discussion of partner rotation will take place annually and (e) to make such other recommendations and reports to the Board of Directors relating to the financial statements, controls, records and systems of the corporation as it shall deem appropriate. The Audit Committee shall have such other duties and responsibilities as may be delegated to it from time to time by the Board of Directors.
The University of North Carolina at Chapel Hill Arts and Sciences Foundation, Inc.Executive Committee; Other Committees
Membership. The corporation shall have an Executive Committee, consisting of the Chairman of the Board, the Vice Chairman of the Board, the President, the immediate past Chairman of the Board, and the chairman of each standing committee designated in this Article V.
General Powers. The Executive Committee shall have and may exercise, in the interim between meetings of the Board of Directors, and except as otherwise provided in Section 12 of this Article, all the powers of the Board of Directors.
Nominating Committee. The Chairman of the Board shall make annual appointments to a Nominating Committee and shall recommend its chairman. The Nominating Committee shall nominate candidates for the Board of Directors each year. The Nominating Committee shall consist of not fewer than five (5) members of the Board of Directors, and it shall report its nominations and the Chairman of the Board’s recommendations of committee chairmanships to the Board of Directors at the spring meeting each year.
Finance Committee. The Chairman of the Board shall make annual appointments to a Finance Committee consisting of not fewer than five (5) members, including the Treasurer of the Foundation, and shall recommend its chairman, who shall not be an employee of the corporation or of the University of North Carolina at Chapel Hill. The Finance Committee shall have authority to invest and reinvest the assets of the corporation, except to the extent such authority may be limited from time to time by the Board of Directors.
Audit Committee. The Chairman of the Board shall make annual appointments to an Audit Committee composed of the same directors who serve on the Finance Committee, with the exception of any employees of the corporation or of the University of North Carolina at Chapel Hill. The chairman of the Finance Committee shall also serve as the chairman of the Audit Committee. The Audit Committee shall receive the report of the independent CPA firm that conducts the corporation’s annual audit and relevant tax forms.
Development and Communications Committee. The Chairman of the Board shall make annual appointments to a Development and Communications Committee consisting of not fewer than five (5) members and shall recommend its chairman. The Development and Communications Committee shall have the responsibility for stimulating private financial support for the College of Arts and Sciences at the University of North Carolina at Chapel Hill and working to inform internal and external audiences of the mission, programs, and needs of the College.
The University of North Carolina at Chapel Hill Foundation, Inc.Executive Committee
The Executive Committee shall consist of two ex officio members, the Chairman of the Corporation and the Chancellor of The University of North Carolina at Chapel Hill, and two or more other directors elected by the Board of Directors of the Corporation at any annual or special meeting by action of a majority of the number of directors then in office. The Chairman of the Corporation shall serve ex officio as Chairman of the Committee. Subject to such restrictions and limitations as may be imposed from time to time by the Board of Directors, the Executive Committee shall have and may exercise the full authority of the Board of Directors in the management of the Corporation, except that it shall have no authority as to the following matters: (a) distributions, as defined in the North Carolina Nonprofit Corporation Act; (b) the dissolution, merger or consolidation of the Corporation, the amendment of the charter of the Corporation, or the sale, lease or exchange of all or substantially all of the property of the Corporation; (c) the designation of any committee of the Board of Directors or the filling of vacancies in the Board of Directors or in any such committee; (d) the amendment or repeal of the bylaws or the adoption of new bylaws; or (e) the amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable. The Executive Committee shall report to the Board of Directors from time to time with respect to significant actions taken by it.
Audit Committee
At any annual or special meeting, by action of a majority of the number of directors then in office, the Board of Directors may elect an Audit Commjttee consisting of two or more directors, none of whom shall be an employee of the Corporation or of The University ofNorth Carolina at Chapel Hill. The Audit Committee shall have the following duties and responsibilities: (a) to review, from time to time, accounting policies and procedures and systems of internal control of the Corporation, (b) to review the annual audit ofthe Corporation with its external auditors and with employees of the University, (c) to make recommendations to the Board of Directors with respect to the appointment of external auditors and the scope of their audit, and (d) to make such other recommendations and reports to the Board of Directors relating to the financial statements, controls, records and systems of the Corporation as it shall deem appropriate. The Audit Committee shall have such other duties and responsibilities as may be delegated to it from time to time by the Board of Directors.
Nominating Committee
At any annual or special meeting, by action of a majority of the number of directors then in office, the Board ofDirectors may elect a Nominating Committee consisting of two or more directors. The Nominating Committee shall from time to time identify qualified individuals willing to serve on the Board of Directors of this Corporation and recommend such individuals to the Board of Trustees of the University and the ex officio directors of the Corporation.
Audit Committee Charter
This Audit Committee Charter is an administrative supplement to the By-Laws of the Board of Directors of The University of North Carolina at Chapel Hill Foundation, Inc. (Foundation). This administrative supplement to the by-laws addresses audit matters for the Foundation.
I. Background
Article IV, Section 4 of the bylaws currently provides the following description of the composition and duties of the Foundation’s Audit Committee:
At any annual or special meeting, by action of a majority of the number of directors then in office, the Board of Directors may elect an Audit Committee consisting of two or more directors, none of whom shall be an employee of the Corporation or of The University of North Carolina at Chapel Hill. The Audit Committee shall have the following duties and responsibilities: (a) to review, from time to time, accounting policies and procedures and system of internal control of the Corporation, (b) to review the annual audit of the Corporation with its external auditors and with employees of the University, (c) to make recommendations to the Board of Directors with respect to the appointment of external auditors and the scope of their audit, and (d) to make such other recommendations and reports to the Board of Directors relating to the financial statements, controls, records and systems of the Corporation as it shall deem appropriate. The Audit Committee shall have such other duties and responsibilities as may be delegated to it from time to time by the Board of Directors.
The duties of the Audit Committee do not replace or duplicate established management responsibilities and delegations. Instead, the Committee serves in an advisory capacity to guide the direction of management’s actions and set broad policy for ensuring accurate financial reporting, sound risk management, and ethical behavior.
II. Composition
Each Committee member must be independent of management of the University and free of any relationship that would impair such independence. Members may not receive consulting, advisory, or other fees from the University.
A majority of the members of the Committee should be financially literate and, if possible, at least one member should be a financial expert. Financial literacy is the ability to understand fundamental financial information and statements. A financial expert is someone who has an understanding of generally accepted accounting principles and financial statements preferably relative to higher education; experience in applying such principles; experience in preparing, auditing, analyzing, or evaluating financial information; experience with internal controls and procedures for financial reporting; or an understanding of the audit committee function. If feasible, the role of financial expert will be rotated on an annual basis.
III. Supplemental Duties and Responsibilities
The following shall be the supplemental audit-related duties and responsibilities of the Committee:
A. Audit Firm Oversight
• Confirm that the audit firm has not performed any prohibited, non-audit services as defined in the Sarbanes-Oxley Act and approve any non-audit services such as tax services, provided by the audit firm.
• Request, as needed, that the audit firm rotate the lead partner assigned to the Foundation’s financial statement audit at least every seven years with a timeout of at least two years.
• Review the audit engagement letter and other significant audit related communications from the audit firm. The audit firm will be directed to copy the Committee on any such communications.
• Review management’s representation letter to the audit firm.
• Be available to meet during the year with the audit firm or its staff for consultation purposes or to discuss the auditor’s judgments about the quality, not just the acceptability, of the Foundation’s accounting principles and underlying estimates in its financial statements.
• Review and resolve any significant disagreement between management and the audit firm in connection with the preparation of the financial statements or with other audits.
• If an employee of the engaged audit firm during the one-year period preceding the audit assumes a senior administrative position within the Foundation or the Finance and Administration division of the University of North Carolina at Chapel Hill, the Committee shall consider changing audit firms or fully document the decision to hire.
B. Internal Controls
• Review internal audit reports and monitor internal control systems at the Foundation. Ensure that management is devoting adequate attention to issues raised.
• Review the mechanisms for receiving, resolving, and retaining records of complaints, regarding accounting, internal control, and auditing matters. Receive briefings from management or internal auditors regarding any significant complaints or misuse of funds.
C. Other
• Consult with the Foundation’s counsel to review any legal matters that may have a significant impact on the University’s financial statements or overall financial performance.
• Review and forward with recommendations to the Board of Directors significant management initiatives involving financial reporting matters.
Audit and Compliance Committee Charter
This Charter establishes a framework for the operation of the Audit and Compliance Committee (the “Committee”) of the Board of Directors (the “Board”) of The University of North Carolina at Chapel Hill Public Health Foundation, Incorporated (the “Foundation”). The Committee was appointed by the Board pursuant to Article IV, Section 7 of the Bylaws of the Foundation.
Background
The Foundation is an Associated Entity of The University of North Carolina at Chapel Hill (the “University”) under the Required Elements of University-Associated Entity Relationship adopted by the Board of Governors of The University of North Carolina. Under the Required Elements, the Foundation must:
• Provide in its Bylaws for an audit committee to receive the report of the independent CPA firm that conducts the Foundation’s annual audit and relevant tax forms to be submitted by the Foundation;
• Use sound fiscal and business principles, ensure that a sound internal control structure is in place, and follow generally accepted accounting principles;
• Be audited on an annual basis by an independent CPA firm, which may not provide non-auditing services to the Foundation other than tax preparation services that are pre-approved by the audit committee; and
• Otherwise comply with the Required Elements with respect to the distribution of financial statements and related documents, annual budgets, transfers of funds from the Foundation to the University, whistleblower protection, conflict of interest and ethics policies and document retention.
Committee Composition
No Committee member may be an employee of the University or the Foundation, and each Committee member must be independent of management of the University and the Foundation and free of any relationship that would impair such independence. Committee members may not receive consulting, advisory or other fees from the University or the Foundation.
Audit and Compliance Committee
A majority of the members of the Committee should have the ability to understand fundamental financial information and statements and, if possible, at least one member should be a financial expert. A financial expert is an individual who has an understanding of generally accepted accounting principles and financial statements, preferably based upon or resulting from the individual’s higher education; experience in applying generally accepted accounting principles; experience in preparing, auditing, analyzing or evaluating financial information and financial statements; experience with internal controls and procedures for financial reporting; or an understanding of the audit committee function based on experience in serving on similar committees with other entities. If feasible, the role of financial expert should be rotated on a regular basis and all members of the Committee should be rotated at least every five years.
Duties and Responsibilities
The Committee shall have the following duties and responsibilities. These duties and responsibilities are not intended to replace or duplicate established management responsibilities and delegations. Instead, the Committee shall serve in an advisory capacity to guide the direction of management’s actions and set broad policy for ensuring accurate financial reporting, sound risk management and ethical behavior.
(A) General Duties and Responsibilities
• To review, from time to time, accounting policies and procedures and systems of internal control of the Foundation;
• To review the annual audit and tax returns of the Foundation with the Foundation’s external auditors and with employees of the University and the Foundation;
• To make recommendations to the Board with respect to the financial statements of the Foundation, the appointment of external auditors and the scope of their audit;
• To make such other recommendations and reports to the Board relating to internal controls, records and systems of the Foundation as the Committee shall deem appropriate from time to time;
• To review and approve minutes of Committee meetings and actions; and
• To undertake such other duties and responsibilities as may be delegated to the Committee from time to time by the Board.
(B) Audit Firm Oversight
• Meet in person at least one time each fiscal year with the Foundation’s independent CPA firm to review the Foundation’s financial statements and tax returns and be available at other times to meet with the independent CPA firm to discuss the firm’s judgments about the quality of the accounting principles and underlying estimates used in the preparation of the Foundation’s financial statement and about the Foundation’s internal controls;
• Review and resolve any significant disagreement between management and the CPA firm in connection with the preparation of financial statements, review audit adjustments (including those waived because of their small size) and determine whether any difficulties were encountered by the CPA firm in performing audit and tax preparation services;
• Review such matters as unusual fluctuations in the assets, liabilities, revenues or expenses of the Foundation; unexplained reserves; changes in accounting principles; changes in methods of allocating costs to functions; and significant new sources of revenue or new types of expenses;
• Review and evaluate the professional caliber and nonprofit industry experience of the partners and staff assigned by the independent CPA firm to the Foundation and the degree to which partners are involved in the audit;
• Request, as needed, that the CPA firm rotate the lead partner assigned to the Foundation’s audit at least every seven years, with a time out of at least two years;
• Review the audit engagement letters and other significant audit related communications between the CPA firm and the Foundation, including management’s representation letters to the CPA firm; and
• Approve the hiring of any employee of the CPA firm prior to the employee’s assumption of a senior administrative position with the Foundation or the University.
(C) Internal Controls
• Encourage direct and confidential interaction with internal auditors with respect to the effectiveness of the Foundation’s internal control systems and its compliance with laws, regulations and internal policies;
• Obtain and review reports on internal control systems and internal audit reports and direct management to devote attention to any issues raised in such reports; and
• Ensure that procedures are in place for the Committee to receive, resolve, and retain records of complaints regarding accounting, internal control and auditing matters and address any reports received by the Committee under the Foundation’s whistleblower policy.
Other committees: Executive, Nominating and Leadership Development, Strategic Initiatives, Student Support and Faculty Retention
The University of North Carolina at Chapel Hill School of Nursing Foundation, Inc.Section 1 – Executive Committee
There shall be an Executive Committee consisting of the President, who shall serve as Chairman, the Vice President, the Secretary, the Treasurer, the Immediate Past President, the Dean of the School of Nursing, and the Assistant Dean for Advancement.
Section 2 – General Powers
The Executive Committee shall have and may exercise, in the interim between meetings of the Board of Directors, and except as otherwise provided in Section 7 of this Article, all the powers of the Board of Directors in the management of the corporation.
Section 3 – Audit Committee
The Board of Directors shall elect an Audit Committee of the Corporation from members of the Board of Directors. It shall consist of three or more directors, none of whom shall be an employee of the Corporation or The University of North Carolina at Chapel Hill. This committee must have at least one member who is financially experienced.
The Audit Committee shall have the following duties and responsibilities: (a) to review, from time to time, accounting policies and procedures and system of internal control of the Corporation, (b) to review the annual audit of the Corporation with its external auditors and with employees of the University, (c) to make recommendations to the Board of Directors with respect to the appointment of external auditors and the scope of their audit, (d) to make such other recommendations and reports to the Board of Directors relating to the financial statements, controls, records, and systems of the Corporation as it shall deem appropriate, and (e) to ensure that the annual state and federal tax returns are in compliance with state and federal reporting requirements.
The Audit Committee serves in an advisory capacity to management, and does not replace or duplicate established management roles and responsibilities. The Audit Committee helps guide the direction of actions to ensure accurate financial reporting.
Section 4- Nominating Committee
The President shall appoint a nominating committee which shall consider and select nominees for positions as directors, and officers and present these to the Board of Directors.
Section 5 – Networking Committee
The President shall appoint a networking committee. In conjunction with the School of Nursing staff, the Networking Committee shall work to maintain connections with donors, former directors and other friends of the School. Committee members may participate in the planning of special events and projects for these constituencies.
Section 6 – Other Committees
By resolution adopted by a majority of the Directors present at a meeting at which a quorum is present, the Board of Directors may designate one (1) or more additional committees, consisting of two (2) or more Directors, not having and exercising the authority of the Board of Directors.
Section 7 – Committee Action as Board Action
The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any member thereof of any responsibility or liability imposed upon the Board or such member by law; and any resolutions adopted or other action taken by any such committee within the scope of authority delegated to it by the Board of Directors shall be deemed for all purposes to be adopted or taken by the Board of Directors.
Section 8 – Limitation of Powers
No committee shall have authority as to the following matters:
(a) The dissolution, merger or consolidation of the Corporation; the amendment of the Articles of Incorporation of the Corporation; or the sale, lease or exchange of all or substantially all of the property of the Corporation.
(b) The designation of any such committee or the filling of vacancies in the Board of Directors or in any such committee.
(c) The amendment or repeal of the by-laws, or the adopting of new by-laws.
(d) The amendment or repeal of any resolution of the Board of Directors by which its terms shall not be so amendable or repealable.
(e) The fixing of any compensation of the Directors for serving on the Board or Directors or on any such committee.
Section 9 – Removal
Any committee or any member thereof may be discharged or removed by action of a majority of the Board of Directors present at a meeting at which a quorum is present.
I. Executive Committee
The Executive Committee of the Foundation consists of the Chair, Vice Chair, Secretary, Treasurer and four at-large directors. The Dean of the School of Pharmacy and the President of the Foundation serve as ex officio, non-voting members. The Executive Committee is charged with managing the business of the Foundation between full board meetings. The Executive Committee meets at least twice a year with additional meetings scheduled as necessary. Typical agenda items include:
-Review financial results, including budget to actual spending
-President’s report on the Office of Advancement
-Review of investment returns and reports by UNC Investment Fund managers
-Annual budget approvals
-Actions requiring board approval
-Reports from the dean of the School of Pharmacy
II. Audit Committee
The Audit Committee is appointed by the chair and is responsible for overseeing the integrity of the Foundation’s financial accounting process and system of internal controls. The committee is also responsible for the selection, retention, or termination of the organization’s outside auditors, the independence and performance of the independent auditors and staff with financial responsibilities, and the operation of the Board’s policy on conflict of interest. The Audit Committee meets in the fall to review the draft audited financial statements and form 990. The Committee makes a report to the full board at its annual meeting.
III. Nominating Committee
The Nominating Committee is appointed by the chair and consists of no fewer than three elected members. The Dean and the President shall serve as non-voting, ex officio members. The nominating committee submits a slate of candidates to the Board of Directors nominating: four directors to serve, Executive Committee members, and Officers. The ballot of candidates is presented for vote at the annual meeting. The nominating committee is also responsible for submitting a slate of candidates to fill board vacancies which may occur.