Foundation Structure

The UNT Foundation is committed to complete transparency and accountability. Investment returns are regularly posted on this website under the Performance tab, as are any changes in asset allocations, managers, and/or consultants. Annual Financial Statements, as well as IRS Forms 990 are available for review. 

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Audit Committee

The primary responsibility of the Audit Committee is to provide oversight of the Foundation's financial practices, internal controls, financial management, and standards of conduct.

Objectives of the Audit Committee

  • Overseeing the integrity of the Foundation's financial accounting/reporting process and system of internal controls regarding accounting and use of assets.
  • Overseeing the independence and performance of the independent auditors.
  • Providing an avenue of communication among the Foundation's independent auditors, management, staff, and the Board of Directors.
  • Recommending to the Board the selection of the independent auditors and the appropriate fee.

Membership of the Audit Committee

  • Shall be comprised of three or more directors, and can include Advisory Directors, as permitted in the By-Laws.
  • Shall include a minimum of two members that are "financially literate" or become financially literate within a reasonable period of time after joining the Audit Committee.
    • "Financial literacy" is defined as the ability to read and understand fundamental financial statements.
  • Shall include at least one member that has "accounting or related financial management expertise."
    • The "accounting or related financial management expertise" requirement can be met through past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience/background which results in the individual's financial sophistication, including being or having been a public accountant or auditor.
  • Members of the Audit Committee should not serve on the Budget Committee.

Meetings of the Audit Committee

  • Meetings shall be held at least twice each year.
  • Additional meetings, via teleconference or in person, may be held as needed.
  • A quorum consisting of 50% or more of the voting committee members is required to conduct the business of the Committee.

Functions of the Audit Committee

1. Audit Planning and Preparation

  • Review with the independent auditors the scope of the annual audit, including the areas where the auditors have identified a risk of potential material error in the financial condition and/or results of operations.
  • Assess whether appropriate co\operation is being provided to the independent auditors by the organization's staff.
  • Review control weaknesses detected in the prior year's audit and determine whether all practical steps have been taken to overcome them.
  • Approve the independent auditors' engagement letter, including the audit fee and expenses.

2. Information and Control Systems

  • Inquire of management and the independent auditors about changes in the financial systems and control systems during the year.
  • Inquire into the condition of the records and the adequacy of resources committed to accounting and controls.
  • Inquire into the major financial risks faced by the organization and the appropriateness of related controls to minimize their potential impact.

3. Annual Financial Statements

  • Review the financial statements, asking questions about the following:
    • The selection of and changes in accounting policies,
    • Methods used to account for unusual or particularly significant transactions,
    • Issues on which management has made estimates or judgments that had a significant effect on the financial statements,
    • The reasonableness of the estimates and judgments, and
    • Significant transactions with related parties.
  • Inquire about changes in professional standards or regulatory requirements.
  • Review the Form 990.
  • Recommend to the Board the approval of the Form 990 filed with the Internal Revenue Service.

4. Audit Results

  • Review the independent auditors' proposed report on the financial statements.
  • Review the independent auditors' report of required communications concerning the performance of the audit.
  • Review the independent auditors' "management letter" documenting any weaknesses in internal control systems and commenting on other matters.
  • Discuss with the auditors whether there are concerns such as, lack of cooperation or disagreements with management; attempts to restrict the scope of the auditors' examination; significant misstatements or irregularities.
  • Hold separate executive sessions with management and the independent auditor to discuss any problems or issues not previously discussed.
  • Present audited financial statements to the Board for their information.

5. Auditors' Selection

  • Discuss with senior management whether there are any concerns about how the audit was conducted.
  • Inquire as to the experience and capabilities of the individuals being proposed to conduct the audit, their objectivity and independence.
  • Evaluate independent auditors' fees and rotation policy—either the partner, the firm, or both.
  • Recommend to the Board the independent auditors to be selected for the following year.

6. Administration

  • Develop and manage the implementation of an orientation program for new committee members.
  • Review the Committee's performance annually.
  • Review the Charter annually.

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Budget Committee

The responsibilities of the Budget Committee primarily involve overseeing current financial operations and results, and ensuring that a viable long-range financial plan is in place or is being developed.

Objectives of the Budget Committee

  • Establish Foundation financial priorities.
  • Review management's accounting processes for contributions.
  • Oversee the production of and monitor the annual operating budget.
  • Oversee the production of the Foundation's financial statements.
  • Report financial and budget performance to the Board.
  • Recommend any adjustments necessary in the budget to the Board.
  • Provide an avenue for communication among the Foundation's staff and the Board of Directors regarding budget management issues.
  • Determine the appropriate management fee and make recommendation to the Board.

Membership of the Budget Committee

  • Membership shall be comprised of five or more directors, and can include Advisory Directors, as permitted in the By-Laws.
  • Include the current Treasurer of the Foundation, who shall serve as Chair of the Budget Committee.
  • A member of the Audit Committee should not serve on the Budget Committee.

Meetings of the Budget Committee

  • Meetings shall be held as called by the Committee Chair to review and recommend the annual budget.
  • Additional meetings, via teleconference or in person, may be held as needed.
  • A quorum consisting of 50% or more of the Committee members is required to conduct the business of the Committee.

Functions of the Budget Committee

1. Oversee the Operating Budget

  • Research, development, monitoring, adjustment, and reporting of the annual operating budget.
  • Closely coordinate with staff to implement the budget.

2. Quarterly Performance Review

  • Oversee the Foundation in operating its financial processes in accord with U.S. Generally Accepted Accounting Principles (GAAP).
  • Review the financial and budget reports and recommendations prepared by staff.
  • Report financial performance to the Board.

3. Administration

  • Develop and manage the implementation of an orientation program for new Directors who are members of the Budget Committee.
  • Discuss situations in the Foundation that pertain to budget decisions.
  • Keep abreast of legislation, accounting standards, and industry guidelines affecting management of fiduciary funds.
  • Review the Committee's performance annually.
  • Review the Charter annually.

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Governance Committee

The responsibility of the Governance Committee is in developing, recommending, monitoring and periodically reviewing the governance policies and procedures of the Foundation's Board.

Objective of the Governance Committee

The objective of the Governance Committee is to assist the Board of Directors in fulfilling its responsibilities by developing, recommending, monitoring, and periodically reviewing the governance policies and practices of the Board, which includes the By-Laws of the Foundation. The Committee shall function as the Nominating Committee of the Board.

Membership of the Governance Committee

  • Shall be comprised of five or more directors, and can include Advisory Directors as permitted in the By-Laws.
  • The Chair of the Board of Directors shall not serve on the Committee.

Meetings of the Governance Committee

  • Shall be held as called by the Committee Chair.
  • Meetings may be held via teleconference or in person, as needed.
  • A quorum consisting of 50% or more of the Committee members is required to conduct the business of the Committee.

Functions of the Governance Committee

1. For the Board, and in consultation with the Board Chair and Vice Chair; the Governance Committee and its Committee on Directors sub-committee shall execute the following:

  • Recommend the Board Composition
  • Create a succession plan for Board membership and leadership.
  • Approval of Board Officers and Directors, and management of the nomination process for the Board.
  • Maintain a statement of Board and Board member responsibilities.
  • Oversee the actions and recommendations of the Committee on Directors sub-committee, which has been established to:
    • Maintain a Statement of Criteria for nominees to the Board.
    • Develop and manage a network of new Director Candidates.
    • Develop and manage the implementation of an orientation program for new Directors.
  • Assess Director Board and Committee performance, and make a determination for individual Directors as to:
    • Re-nomination to the Board after completing their term.
    • Appointment and annual renewal as an Advisory Director.
    • Emeritus status.
    • Approval of a request for a leave of absence.
    • Waiver of certain of responsibilities as a Board member due to special circumstances.
    • Removal of a Director from the Board for just cause.
  • Develop strategies and policies that attract, orient, educate, motivate, and assess the performance of directors.
  • Develop programs for Board member recognition and fostering continued commitment from former Directors.

2. Administration

  • Review the Governance Committee's Charter and performance annually.
  • Review and approve Standing Committees annual Charter reviews and submit to the Board for final approval.
  • Provide orientation and training for new Governance Committee members.
  • Oversee matters concerning the By-Laws, including:
    • Maintain the By-Laws of the Foundation.
    • As needed, and at least annually, review the By-Laws for continued relevance as the primary governance document of the Foundation.  Recommend to the Board of Directors changes to the By-Laws as needed for clarification, changed circumstances and to maintain compliance with State of Texas Legislation, Foundation policies and contractual obligations.
    • Respond to questions and issues pertaining to the By-Laws raised by the Board of Directors.
    • Provide an avenue for communication among the Foundation's management staff and the Board of Directors regarding By-Laws issues.

(See the "The Governance Committee" – an amended version of Chapter 5 of the AGB publication: Margin of Excellence, The New Work of Higher Education Foundations for further explanation of the "Functions" above.)

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Investment Committee

The Investment Committee has important governance and fiduciary responsibilities in overseeing management of endowment and other institutional pools of capital. The Board, acting through the Investment Committee, shoulders governance responsibility of investments, primarily setting policies and providing oversight. The Committee works closely with staff and professional advisors to review and analyze investment allocation, performance, and reporting.

Objectives of the Investment Committee

  • Maintain the highest level of performance in the endowment investment portfolio, at an appropriate level or risk and the most economical cost, in accordance with the concept of "generational neutrality."  A further objective for the Committee is to achieve its long-term return goal to satisfy spending policy, protect purchasing power of the endowments' corpus, and cover expenses.
  • For non-endowment assets under management, maintain the highest level of performance at an appropriate level of risk and the most economical cost, in accordance with the appropriate objectives and guidelines pertinent to the particular investment pool.
  • Work closely with staff and professional advisors to review and analyze investment allocation, performance, and reporting.
  • Report on investment performance and other issues to the Board, and recommend any adjustments in the investment program.
  • Provide an avenue for communication among the Foundation's staff and the Board of Directors regarding investment management issues.

Membership of the Investment Committee

  • Membership shall be comprised of between five and seven directors, as well as the UNT VP for Finance & Administration and can include Advisory Directors as permitted by the By-Laws.
  • The Chair of the Budget Committee should not serve as Chair or Vice Chair on the Investment Committee.
  • A majority of the members should qualify as an Accredited Investor as defined by Rule 501, Regulation D of the Securities and Exchange Commission.

Meetings of the Investment Committee

  • Meetings shall be held at least four times each year.
  • Additional meetings, via teleconference or in person, may be held as needed.
  • A quorum consisting of 50% or more of the voting committee members is required to conduct the business of the committee.

Functions of the Investment Committee

1. Investment Policy Statement

  • Annually review the spending policy, including the "Standards of Prudence" rule; and recommend changes and modifications to the Board as needed.
  • Annually review the Investment Policy Statement (IPS) with the assistance of the Investment Consultant and staff.
  • Give staff direction in the implementation of the IPS.
  • Assess whether appropriate implementation of the IPS is being accomplished.
  • Recommend changes and modifications in the IPS to the Board as needed.
  • Recommend asset allocations.

2. Investment Consultant

  • Evaluate Investment Consultant performance annually, and recommend any changes in engagement to the Board.
  • Approve the Investment Consultant’s engagement letter, including all fees and expenses.
  • Develop and implement a request for proposal for investment consulting services.
  • Screen and interview candidates, and recommend an Investment Consultant to the Board.

3. Quarterly Performance Review

  • Review the Investment Consultant reports and recommendations, asking questions about the following:
    • The appropriateness of the asset allocation in light of the existing investment market outlook.
    • The selection of and changes in asset classes.
    • The selection of and changes in money managers.
    • Reasons for unusual or particularly significant investment performance.
    • Economic trends and conditions impacting future investment decisions.
  • Compare the portfolio pool performance to defined benchmark performance.

4. Administration

  • Develop and manage the implementation of an orientation program for new Directors and committee members.
  • Discuss situations at the University that pertain to investment decisions:
    • Need for current and sustainable income.
    • Special situations (investment offerings, capital campaigns, agency funds).
  • Keep abreast of legislation, accounting standards and industry guidelines affecting management of fiduciary funds.
  • Review the Investment Committee's Charter annually.
  • Review the Charter annually.

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Personnel Committee

The Personnel Committee assists the Board of Directors in fulfilling its responsibilities by developing, recommending, monitoring and reviewing the Foundation's personnel policies, approving its employee benefit programs and compensation, and overseeing the performance evaluation process for the Foundation's President and Chief Executive Officer.

Membership of the Personnel Committee

  • Shall be comprised of three or more directors, and can include Advisory Directors as permitted in the By-Laws.
  • The current and past Chair of the Board of Directors shall serve on the Committee as a non-voting member.

Meetings of the Personnel Committee

  • Shall be held once a year or, more frequently, as called by the Committee Chair.
  • Meetings may be held via teleconference or in person, as needed.
  • A quorum consisting of 50% or more of the voting committee members is required to conduct the business of the committee.

Functions of the Personnel Committee shall include:

1. Business Function

  • Review Foundation's personnel manual for completeness, accuracy, and adherence.
  • Review changes or additions to policies on an as need basis throughout the year.
  • Review legal/regulatory workplace requirements and updates as provided by staff and HR consultant.
  • Periodically review employee benefit plans for competitiveness and cost-effectiveness.
  • Establish the annual COLA and merit budget for compensation for staff.
  • Evaluate CEO performance and set compensation for fiscal year.

2. Administration

  • Review the Personnel Committee's Charter annually.
  • Provide orientation and training for new Personnel Committee members.

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Trust Management & Real Estate Committee

The objective of the Trust Management & Real Estate Committee is to oversee the successful and prudent operation of Charitable Trusts, Gift Annuities, Life Insurance Policies, and Estates for which the Foundation serves as Trustee or Administrator.

Other objectives of the Committee include:

  • Manage these assets to facilitate the increase in number and size of gift arrangements for which the Foundation serves as Trustee or Administrator.
  • Report on asset composition and performance to the Board, and recommend any adjustments in management.
  • Increase the assets of the Foundation and the University through gifts of real property that can be liquidated, held to produce income, or enhance the Mission of the University.
  • Provide an avenue for communication among the Foundation's management staff, and the Board of Directors regarding management of these assets.

Membership of the Trust Management & Real Estate Committee

  • Shall be comprised of five or more directors, and can include Advisory Directors as permitted by the By-Laws.

Meetings of the Trust Management & Real Estate Committee

  • Shall be typically held quarterly, but at the discretion of the Committee Chair.
  • Additional meetings, via teleconference or in person, may be held as needed.
  • A quorum consisting of 50% or more of the voting committee members is required to conduct the business of the Committee.

Functions of the Trust Management & Real Estate Committee

1. Trust and Gift Annuity Policies

  • Annually review the Trust and Gift Annuity Policies ("policies") sections of the Gift Acceptance Policies for Board approval.
  • Give staff direction in the implementation of these policies.
  • Assess whether appropriate implementation of these policies is occurring.
  • Recommend changes and modifications in the policies to the Board as needed.

2. Custodian Relationship for Trusts

  • Evaluate the Trust custodian performance annually, and recommend any changes in engagement to the Board.
  • Approve the Trust custodian engagement letter, including all fees and expenses.
  • Develop and implement a request for proposal for Trust custodial service.
  • Screen and interview candidates, and recommend the best Trust custodian to the Board.

3. Trust Administration

  • Understand the types of Trust and Gift Annuity Contracts under management.
  • Keep abreast of legislation and industry guidelines affecting management of trust assets.
  • Recommend adjustments to policies and procedures to accommodate current laws and industry best practices.

4. Quarterly Trust and Annuity Performance Review

  • Review the Trust custodian reports and recommendations, asking questions about:
    • The selection of, and changes in asset classes.
    • The selection of, and changes in money managers.
    • Reasons for unusual or particularly significant investment performance.
    • Economic trends and conditions impacting future investment decisions.
  • Review staff reports of Gift Annuity Contract performance and activity, asking questions about:
    • Mortality risk, Market risk, Portfolio risk, and Spending risk.

5. Estate Administration

  • Review estates initially submitted for Administration by staff.
  • Review progress reports from staff regarding Estate Administration.
  • Report progress with the Administration of each Estate to the Board.

6. Real Estate

  • Work closely with staff to analyze and evaluate potential gifts or transactions of real estate for the benefit of the Foundation and/or the University.
  • Recommend acceptance or refusal of proposed gifts of real estate.
  • Report on real estate holdings and related issues to the Board, and recommend any adjustments in the real estate program.

7. Gift Acceptance Policies

  • Annually review the Gifts of Real Estate area of the Gift Acceptance Policies section in the Foundation Policies and Procedures manual.
  • Recommend adjustments in the Gifts of Real Estate section of the Gift Acceptance Policies to the Board of Directors.

8. Administration

  • Develop and manage the implementation of an orientation program for new Committee members.
  • Discuss situations at the University that pertain to potential Trust and/or Real Estate opportunities and decisions.
  • Review the Committee's performance annually.
  • Review the Charter annually.

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Affiliations

It is essential that the UNT Foundation Executive Staff and Board of Directors stay current on the wide array of issues — financial, managerial, governmental, legal — that impact higher educational institutions. Toward that end, the Foundation maintains affiliations with the leading associations and professional education groups throughout the country.

Foundation Affiliations' Websites:

  • ACGA - American Council on Gift Annuities
    www.acga-web.org
  • AICPA - American Institute of Certified Public Accountants
    www.aicpa.org
  • AGB - Association of Governing Boards of Universities and Colleges
    www.agb.org
  • CASE - Council for Advancement and Support of Education
    www.case.org
  • FASB - Financial Accounting Standards Board
    www.fasb.org
  • GAAP - Generally Accepted Accounting Principles in the United States
    www.cpaclass.com/gaap
  • NCPG - National Association of Estate Planners and Councils
    www.naepc.org
  • TSCPA - Texas Society of Certified Public Accountants
    www.tscpa.org

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