University Enterprises Corporation at CSUSB “UEC” Orientation for New Board Members Sept 2014

CSU Auxiliary Organization A non-profit organization A non-profit organization Conducts activities essential to the campus Conducts activities essential to the campus Meets requirements of CSU Board of Trustees Meets requirements of CSU Board of Trustees Sept 2014

CSU Auxiliary Organization Administered within the following hierarchy: California Statutes (Gov. Code and Ed. Code) California Statutes (Gov. Code and Ed. Code) Trustee Regulations (Title 5) Trustee Regulations (Title 5) Standing BOT Orders Standing BOT Orders Trustee Resolutions Trustee Resolutions Executive Orders of the Chancellor Executive Orders of the Chancellor Procedural Directives from Chancellor’s Office Procedural Directives from Chancellor’s Office CSUSB Policies and Regulations CSUSB Policies and Regulations UEC Policies and Regulations UEC Policies and Regulations Sept 2014

CSU Auxiliary Organization Operations are carried out under the direction of the governing board (Board of Directors) of the organization and its management structure Operations are carried out under the direction of the governing board (Board of Directors) of the organization and its management structure The Board of Directors has responsibility for ensuring that the organization meets all state requirements as articulated by: The Board of Directors has responsibility for ensuring that the organization meets all state requirements as articulated by: - CSU Board of Trustees (“BOT”) - Chancellor’s Office - Campus Administration Sept 2014

CSU Auxiliary Organization Title 5, provides that the CSU BOT have overall responsibility for administering activities of the CSU Title 5, provides that the CSU BOT have overall responsibility for administering activities of the CSU The President of CSUSB is directly responsible by state statute for ascertaining that all expenditures by auxiliary organizations are in accordance with policies of the Trustees The President of CSUSB is directly responsible by state statute for ascertaining that all expenditures by auxiliary organizations are in accordance with policies of the Trustees The Chancellor requires the President to designate a campus officer responsible for certain duties that, in part, involve auxiliary organizations. That designee is the VP Administration & Finance The Chancellor requires the President to designate a campus officer responsible for certain duties that, in part, involve auxiliary organizations. That designee is the VP Administration & Finance Sept 2014

CSU Auxiliary Organization Composition of the Board of Directors must consist of the following voting membership: Composition of the Board of Directors must consist of the following voting membership: - Administration and Staff, Faculty, Non- campus personnel, and Students Each member of the Board must serve on one or more Subcommittees: Audit, Commercial, Executive, Sponsored Programs Each member of the Board must serve on one or more Subcommittees: Audit, Commercial, Executive, Sponsored Programs The CSU BOT determines what functions are appropriate for auxiliary organizations to perform The CSU BOT determines what functions are appropriate for auxiliary organizations to perform Sept 2014

UEC UEC has been formed as a separate legal entity under California Corporation law. It is authorized to function as an auxiliary under the Education Code and CSU Regulations and Policy. UEC is not a campus department although we have a relationship with CSUSB under law, regulations, policies and by agreements. UEC has been formed as a separate legal entity under California Corporation law. It is authorized to function as an auxiliary under the Education Code and CSU Regulations and Policy. UEC is not a campus department although we have a relationship with CSUSB under law, regulations, policies and by agreements. Sept 2014

UEC Board Role and Responsibilities Organizational Governance Organizational Governance - Authority - Accountability Key Roles of the Board Key Roles of the Board - Oversight - Approve annual budget - Oversee financial management - Approve programs/services - Minimize exposure to risk Sept 2014

UEC Board Role and Responsibilities (continued); Participate in governance of UEC Participate in governance of UEC Work on committees Work on committees Serve as a UEC ambassador in the campus community Serve as a UEC ambassador in the campus community Act as a resource to UEC Act as a resource to UEC Sept 2014

UEC Individual Board Member Responsibilities Act in Accordance with Legal Standards for Non- Profits Act in Accordance with Legal Standards for Non- Profits - Duty of Care: -Stay informed, competence expected, exercise reasonable care - Duty of Loyalty: -Undivided allegiance; act in best interests of UEC - Duty of Obedience: –Remain faithful to mission of UEC –Remain faithful to mission of UEC Sept 2014

UEC Conflict of Interest Regulations Conflict of Interest Regulations Subject to provisions of Nonprofit Corporation LawSubject to provisions of Nonprofit Corporation Law Subject to standards in the California Education Code for Auxiliary Governing bodiesSubject to standards in the California Education Code for Auxiliary Governing bodies Annual Conflict of Interest disclosure Annual Conflict of Interest disclosure Sept 2014

UEC UEC Current Programs and Services of UEC Enterprise Operations Enterprise Operations - Bookstore - Dining Services - Convenience Stores - Vending - Beverage Pouring Rights Contracts Sponsored & Other Programs Sponsored & Other Programs - Grantee - Research/Sponsored Programs - Fiscal management of Children’s Center and Infant Toddler Lab School and Infant Toddler Lab School Sept 2014

UEC Written Agreements are required to Use Campus (State) Facilities Operating AgreementsOperating Agreements Ground LeasesGround Leases Sept 2014

UEC Board of Directors Recommended Reading List Current Financial Statements Current Financial Statements Articles of Incorporation Articles of Incorporation Bylaws Bylaws Audited Financial Statement for the Year Ended June 30, 2014 Audited Financial Statement for the Year Ended June 30, 2014 Form 990 for the Year Ended June 30, 2013 Form 990 for the Year Ended June 30, 2013 AOA Roles & Responsibilities of Auxiliary Governing Boards AOA Roles & Responsibilities of Auxiliary Governing Boards Compilation of Policy & Procedures for CSU Auxiliary Organizations Compilation of Policy & Procedures for CSU Auxiliary Organizations Conflict of Interest Disclosure Conflict of Interest Disclosure Sept 2014

UEC About the Board: Board Officers – Chair: Dr. Ed Teyber, Vice Chair: Lois Carson, Secretary/Treasurer: Dr. Doug Freer Board Officers – Chair: Dr. Ed Teyber, Vice Chair: Lois Carson, Secretary/Treasurer: Dr. Doug Freer Board Consultants Board Consultants - CPA/Auditor: Rogers, Anderson, Malody & Scott - CPA/Auditor: Rogers, Anderson, Malody & Scott Terry P. Shea, CPA – Insurance Broker: Alliant Insurance - Insurance Broker: Alliant Insurance Dan Howell – Legal Counsel: John Jay, Esq. ( ) for corporate matters and Richard Bromley, Esq. (213) for labor law matters. -Legal Counsel: John Jay, Esq. ( ) for corporate matters and Richard Bromley, Esq. (213) for labor law matters. Sept 2014

UEC Staff Contacts: Staff Contacts: - Deborah Burns, Executive Director or or - Cara Pham, Administrative Support or or Sept 2014