MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING is made and entered into this day of yyyy, by and between the Alumni Association, Inc., hereinafter referred to as The Alumni Association and the University, hereinafter University, to memorialize the understanding of the parties concerning the relationship of the parties. WHEREAS, The Alumni Association is organized exclusively for charitable, scientific, literary, and educational purposes of the University and to the end of achieving such purposes this nonprofit corporation shall: Encourage, solicit, receive, manage, administer, control, invest, and disburse contributions, gifts, grants, and transfers of funds or property of any nature; hold such property, real or personal wherever applicable; and, perform any acts and expend funds in any manner which the corporation s Board of Directors shall determine will be beneficial to the economic, community development and research interests of the University. To this end, the institution may improve and increase its function, enlarge its areas of service and become more useful to a greater number of people. Borrow such funds, on such terms and with such security, if any, as may be prescribed and agreed to by the Board of Directors. Sponsor, encourage, and conduct Alumni events and public relations activities to render financial assistance to students and to support the counseling, education, economic development and research projects and studies as approved by the Alumni Association s Board of Directors. WHEREAS, the Alumni Association, under the terms of its operating by-laws will apply or distribute the available net income from activities and special investment funds for the benefit of the University and the University will provide support services for the Alumni Association, the parties believe it important to more clearly state the relationship of the parties. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows: 1. PURPOSE The parties agree and covenant that the purpose of this Memorandum of Understanding is to provide the framework for operating under the Baliles Guidelines on Foundations and for establishing a cooperative relationship between the parties and the respective rights and duties of the parties with respect to fundraising, business operations and asset management. 2. ANY PRIOR AGREEMENTS SUPERSEDED
The parties agree and covenant that this Memorandum of Understanding supersedes any prior contract between the parties. 3. ALUMNI ASSOCIATION SUPPORT The purpose of the Alumni Association is to organize the alumni of the University to develop and encourage interest, and promote the educational objectives and activities of the University by providing an organization through which alumni of the University may: a. Assist the University in its efforts to obtain public and private support; b. Assist the University in recruitment and retention of students, and the development of career opportunities aided by the awarding of scholarships to deserving and needy students; c. Communicate with alumni and friends in support of the University; d. Provide a representative to serve as a member on search committees for the position of President, Vice President, Associate VP, Director and Associate Director of Alumni Relations, and Athletic Coaches; e. Provide a representative on the Foundation Board; f. Provide a non-voting Alumni Association representative to attend Board of Visitor s meetings; and g. Provide four recommendations to the Governor for every vacant seat to ensure there are a minimum of four alumni on the Board of Visitors. 4. UNIVERSITY SUPPORT In consideration of the support services provided to it, and to assist the Alumni Association in providing support to the University for the performance of its mission and its students and staff, the University agrees and covenants it shall: a. Provide office space as available for the Alumni Association; b. Provide maintenance and janitorial services for office space allocated to the Alumni Association at no cost to the Alumni Association; and c. Permit the Alumni Association, through its President, to have access to and use of the University s computing systems in the same manner as University departments and units have and, further, provide the Alumni Association other support services as the type and kind provided to University Departments on a
cost reimbursement basis including, but not limited to, access to the University s telephone and campus mail system; printing and copying services. d. Provide the Alumni Association employees, officers and volunteer office staff, during the period of their service, with identification cards, parking, access to the University s libraries and other University facilities as are provided to University employees. e. Permit the use of the University s logo, seal and other symbols and marks of the University in conjunction with University sanctioned economic/community development projects; provided however, the Alumni Association shall not have the right or authority to delegate or assign the use of any of such University marks or symbols without the express written consent of the University s President and/or Board of Visitors. Further the Alumni Association shall not represent that it is authorized to speak on behalf of the University or in any way bind the University to any enforceable obligation. 5. RELATIONSHIP OF THE PARTIES The parties understand and agree the relationship of the parties is a cooperative one between two independent entities, one a not-for-profit corporation organized and existing under the laws of the State as an educational and charitable corporation, and the other as an organized educational entity and existing under the laws of the State of as an institution of higher education. To encourage, nurture, and maintain the cooperative relationship, the parties agree and covenant that: a. The Board of Visitors shall appoint one of its members as an ex-officio member to the Alumni Association s Board. b. The Executive Committee of the Alumni Association and the appropriate committees of the Board of Visitors shall meet at least annually to review and coordinate economic development, fundraising, community development, and technology plans of the University and the Alumni Association. The plans shall be submitted by the respective committees to both boards for approval at the annual meetings. 6. MANAGEMENT OF ENDOWMENT FUNDS The University agrees that it shall invest and manage endowment funds as are placed with it in a manner that conform to applicable state laws relating to investments a fiduciary may make and to any then current endowment investment philosophy statement adopted by the Alumni Association s Board. It further acknowledges the primacy of the Foundation as the University s endowment fund manager. It shall coordinate the deposit and investment of its gifts with the foundation, even to the extent of transferring its gifts and endowment type funds to the foundation for management purposes.
7. FUNDING OF THE ALUMNI ASSOCIATION The University and the Alumni Association agree that funding for the operation of the Alumni Association shall come from the resources of the Alumni Association or from funds donated to the University for the specific purpose of support for the Alumni Association and its activities. 8. FUNDRAISING ACTIVITIES - RECEIPT OF RESTRICTED GIFTS a. The parties agree that the priorities for fund solicitations shall be established by the University s Board of Visitors and communicated at least annually, on or before 12/31 of each year by the University s President. The Alumni Association understands that the University has entered into an agreement with the Foundation, which authorizes said foundation to support and engage in fundraising activities for the benefit of the University. Said agreement authorizes the Foundation to solicit funds, contributions and donations according to the priorities sanctioned and established by the University. However, the University s Board of Visitors may assign priorities to the Alumni Association, which may also be assigned to the Foundation, consistent with the economic development, education, research and other objectives of the University and the Alumni Association. Moreover, the Alumni Association s Board may authorize fundraising priorities for economic development, research and technology objectives not included in the University s Board of Visitors priorities but not in conflict with them. To the extent necessary to minimize conflict, the Alumni Association will consult with the Office of University Advancement consistent with paragraph 8.b. (below) regarding fundraising efforts. b. The Alumni Association understands that the University has designated the Office of University Advancement as coordinator for all fundraising activities for the educational benefit of the University, its academic areas and departments. The Alumni Association will coordinate with the Office of University Advancement to support the University s interests with respect to economic and community development, education, and other objectives of the Alumni Association. c. The parties agree that prior to accepting gifts of tangible personal property to be placed on the University s campus or gifts of real estate or tangible personal property to be used directly for University programs, the Alumni Association will obtain the written approval of the University. 9. LIMITATION ON PAYMENT TO UNIVERSITY EMPLOYEES
Implementation of economic and community development projects sponsored by the Alumni Association may be more effective if University faculty, staff and/or students are involved. However, the Alumni Association agrees it shall make no payment to any University employee in connection with economic/community development, education or other projects sponsored by the Alumni Association unless it first shall have obtained the University s consent for the employees and/or students participation and remuneration. The Alumni Association agrees to pay stipends to staff/students that have been approved by the University or the Alumni Association agrees to reimburse the University for utilization of staff/students services. The University agrees and covenants that it shall not unreasonably withhold such approval. 10. AUDITS AND REPORTING a. The Alumni Association s Board shall have a certified public accounting firm perform a full audit, every three (3) years, (to coincide with changes in the Alumni Association s administration,) of the Alumni Association s finances and operations including the finances and operations of any subsidiary organization under its control and shall provide the Office of the University President and the Rector of the Board of Visitors a copy of such audit not later than one month following the receipt of the report from the independent auditor. The Alumni Association s Board shall notify the University of said auditor when appointed. b. The parties agree that representatives of the other may inspect its records and accounts at reasonable times during business hours by submitting a written request to and approval from the President/Rector of the respective boards. Each party agrees and covenants that they shall provide, in a timely manner, reports of and information on its financial status and operations, as may reasonably be requested by the President/Rector of the other party. It is further agreed that no records of the other party may be given to any other agency, corporation, concern, or individual without its expressed written approval. 11. INDEPENDENT ENTITY The Alumni Association acknowledges that it is an independent entity, separate and distinct from the University, and hereby agrees that neither the University nor the state shall be liable for (1) the Alumni Association s contracts, torts, or other acts or omissions, or (2) those of the Alumni Association s trustees, directors, officers, members, staff, or activity participants. 12. CHANGES The parties agree that no changes or modifications to this Memorandum of Understanding shall be made without the written consent and approval of each of the parties. 13. NONDISCRIMINATION
The parties agree that neither shall discriminate upon the basis of race, color, sex, religion, creed, handicap/disability, national origin, sexual orientation or upon any other basis as may be proscribed by federal, state or local law. Further, the Alumni Association agrees and covenants that it shall comply with all non-discrimination laws to which the University is subject or may become subject to. 14. TERMINATION OF MEMORANDUM The parties understand and agree that the term of this Memorandum of Understanding shall be indefinite, provided, however, the parties of this Memorandum of Understanding shall conduct an annual review of the contractual agreement to discuss and/or propose the manner in which improvements in the relationship or the contract between them may be made. Further, the parties understand and agree that this Memorandum of Understanding may be terminated by the other upon written notice to the other not less than 180 days in advance of the proposed termination date. 15. NOTICE The parties agree that notice to either party of this agreement must be in writing signed by the party giving it and shall be deemed given when mailed postage prepaid by U.S. Postal Service registered/certified with signed return receipt or express mail, or hand delivered when addressed as follows: Rector, Board of Visitors President, University Alumni Association, Inc. Or to such other addressee as may be hereafter designated. Rector, Board of Visitors President