Mission

The Arkansas State University Foundation, Inc. (The Foundation) is a charitable corporation created under and operating by the laws of the state of Arkansas. The corporation is exempt from federal income tax under section 501(c)3 of the Internal Revenue Code. The taxpayer identification number for the Foundation is 71-0489924.

As defined in its Bylaws, the primary purpose of the Foundation is to receive, solicit, accept and hold, administer, invest and disburse any and every kind of property for such education, scientific, literary, research and service activities from individuals and organizations, including foundations, government agencies, and private businesses, to support the Corporation’s activities, and it shall manage endowments given to the Corporation for the benefit of all the Arkansas State University System campuses operations, sites and facilities.


Confidentiality

The Foundation, as a direct support organization of Arkansas State University, believes it should be sensitive to public scrutiny of its financial affairs. However, the Foundation’s ability to assure current and prospective donors that their personal or financial information will be held in confidence is essential to fulfilling its primary mission of raising private support for Arkansas State University.

It is the Foundation’s policy, upon receipt of a reasonable and specific request in writing, to make public Foundation financial information, including expenditures from Foundation funds, documentation regarding completed business transactions and information about investment and management of Foundation assets. The Foundation will not, however, release personal or financial information regarding a donor, prospective donor or volunteer.


Relationship to University

The relationship between Arkansas State University System and its campuses and the Foundation is specified in writing in the form of a mutually approved operating agreement. In this agreement, the Foundation agrees to provide support to the University in accordance with the provisions of its Articles of Incorporation, Charter and Bylaws. This support includes, but is not limited to, researching, raising, receiving, acknowledging, investing, accounting for and administering funds for the University to use for charitable, scientific and educational purposes.

Also the University will designate the Foundation as the primary entity for receipting, acknowledging, accounting for, managing and investing endowment funds. The Development Offices of the various campuses are responsible for researching, identifying and maintaining biographical and giving records of potential and actual donors.


Administration

The Arkansas State University Foundation is governed by a twenty-one (21) member Board of Directors, which has the authority to exercise or delegate all of its powers and rights except to the extent limited by law. Of the twenty-one (21) Board members eighteen (18) are “at large” directors elected on a rotating basis, with up to six (6) being elected at the annual meeting, that carry three (3) year terms. In addition, the immediate past Chair, the Chair and Vice Chair of the Board of Directors serve as voting members of the Board and the President of Arkansas State University and a member of the Arkansas State University System Board of Trustees will serve as ex-officio, non-voting members.

Officers of the Foundation include the Chair, Vice Chair, President/CEO, Secretary, and Treasurer.

Standing Committees identified in the Foundation Bylaws are as follows:

  • Executive Committee – This Committee shall have and exercise the powers and authority of the Board of Directors in the management of the Foundation in compliance with the approved Bylaws.
  • Resource Development Committee – This Committee is responsible for identification and recruitment of potential new members of the Board of Directors, monitoring the involvement of members in meetings, committees, and their support of Foundation activities.
  • Finance and Investment Committee – Members of this Committee represent the interests of the Foundation on the Joint Committee on University Investments, assist with the development of the budget, and recommend expenditures for various purposes as needed.
  • Audit Committee – This Committee shall provide advice and assistance to the Board of Directors relating to accounting and reporting practices, financial reports, internal control and compliance issues.
  • Strategic Planning Committee – This Committee is charged with identifying future goals and objectives, and the related strategies for accomplishing them, on a five to ten year basis in conjunction with the strategies for all the campuses of Arkansas State University.

Code of Ethics

The Board of Directors of the Arkansas State University Foundation, Inc. has established the following code of ethics for its Officers and Staff to promote honest and ethical conduct including the handling of actual and apparent conflict of interest between personal and professional relationships; full, fair, accurate, timely and understandable disclosure in public communications; compliance with applicable laws, rules and regulations; prompt internal reporting to an appropriate person of violations of the Code; and accountability for adherence to the Code.

This code cannot and is not intended to cover every applicable law or to anticipate every issue that may arise but sets out basic principles to be followed.

Basic Standards of Ethics - Board Members, Officers and Staff shall observe the highest standards of ethical conduct. In the performance of their duties, they shall act with fair dealing, complete honesty and full disclosure in all manners of business. Board Members, Officers and Staff shall maintain the highest standards of integrity, both inside and outside the workplace, fully observing all rules, laws and applicable regulations.

Foundation Officers have leadership responsibilities that include creating a culture of high ethical standards and commitment to compliance by demonstrating professional integrity in all aspects of conduct and proactively promoting ethical behavior among subordinates and peers.

Integrity of Records and Financial Reporting - Senior Financial Officers, defined as the President and Treasurer, are responsible for accurate and reliable preparation and maintenance of the Foundation financial records. Accurate and reliable preparation of financial records is crucial to proper management decisions and fulfillment of financial, legal and reporting obligations. Senior Financial Officers are responsible for maintaining internal controls and procedures for financial reporting to provide reasonable assurance that the Foundation financial statements are fairly presented in conformity with U.S. generally accepted accounting principles.

Diligence in accurately preparing and maintaining the Foundation’s records provides for the fulfillment of reporting obligations and provides the community, contributors, the media and the general public with full, fair, accurate, timely and understandable disclosure.


CONFLICTS OF INTEREST

The Arkansas State University Foundation, Inc. is committed to integrity and fairness in the conduct of all its activities. Inevitably, the interest of Directors and employees will involve them in organizations, causes, and other endeavors that intersect with the affairs of the Foundation. It would disadvantage the Foundation to deprive it of the involvement of interested colleagues, but their participation in Foundation decision making cannot impair the fairness and integrity of Foundation processes. The Conflicts of Interest Policy is intended to further the work of the Foundation by facilitating the substantive contributions of its employees and Directors by providing for disclosure of other interests, requiring abstention from decision making actions that affect non-Foundation affiliations or interests, and assuring the preclusion of any appearance of bias or self interest in its activities.

Conflict of Interest Policy

  • Purpose. The purpose of this Conflict of Interest Policy is to protect the Arkansas State University Foundation, Inc’s (hereinafter called the Foundation) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer, director or Committee member of the Foundation. Such transactions may include services provided by the Foundation; purchase of services and/or tangibles from a vendor; and/or access to specialized or privileged information which can be used for personal gain. This policy is intended to supplement but not replace any Arkansas laws governing conflicts of interest applicable to nonprofit and charitable corporation.
  • Applicability. This Policy applies to any transaction or arrangement between the Foundation and any “interested person”. An “interested person” is a director, Officer or member of a Committee with Board-designated powers who has a direct or indirect “financial interest”. A “financial interest” is (a) an ownership or investment interest in any entity with which the Foundation has a transaction or arrangement; (b) a compensation arrangement with the Foundation or with any entity or individual with which the Foundation has a transaction or arrangement; or (c) being an Officer, Director, employee or agent of any entity or individual with which the Foundation has a transaction or arrangement. Compensation includes direct and indirect remuneration and gifts or favors which are substantial in nature.
  • Determination of a Conflict of Interest. With respect to any proposed transaction or arrangement between the Foundation and any entity or individual being considered by the Board of Directors or any Committee with Board-delegated powers: (1) any interested person shall disclose any financial interest and all material facts relating thereto to the Board or the executive Committee as soon as the interested person becomes aware of a possible conflict of interest; (b) upon the disclosure by an interested person of a financial interest and all material facts relating thereto and discussion with the interested person, he or she shall leave the meeting while the remaining members of the Board or executive Committee discuss the matter and determine, by majority vote without interested person voting, whether or not financial interest of the interested person constitutes a conflict of interest..
  • Addressing a Conflict of Interest. If a conflict of interest is determined to exist, then the Board or executive Committee shall: (1) require the interest person to leave the meeting during the discussion of, and vote on, the transaction or arrangement that results in the conflict of interest; provided, however, that the interested person may make a presentation at the meeting prior to leaving; (2) appoint, if it deems appropriate, a non-interested person or Committee to investigate alternatives to the proposed transaction or arrangement; and (3) determine, by a majority vote without the interested person voting, that the transaction or arrangement is in the Foundation’s best interests and for its own benefit; is fair and reasonable to the Foundation; and, after exercising due diligence, determine that the Foundation cannot obtain a more advantageous transaction or arrangement with reasonable efforts under the circumstances. Any interested person who violates this Conflict of Interest Policy shall be subject to appropriate discipline including removal from office.
  • Recording Conflicts of Interest. The minutes of all Board meetings and the meetings of all Committees with Board-delegated powers shall include: (1) the names of the persons who disclose financial interest, the nature of the financial interests and whether the Board or executive Committee determined that there was a conflict of interest; and (2) the names of the persons who were present for discussions and votes relating to the transaction of arrangement; the content of these discussions, including any alternatives to the proposed transaction or arrangement; and a record of the vote.
  • Distribution of Conflict of Interest Policy. At the first Board meeting, and at the first meeting of each Committee with Board-delegated powers following the annual Board meeting, a copy of the Foundation’s current Conflicts of Interest Policy shall be distributed to all Directors and Committee members. On or before the date of the second Board or Committee meeting following the annual Board meeting, each director and Committee member shall sign and return to the secretary of the Board a written statement that he or she: (a) has received a copy of the Conflicts of Interest Policy; (b) has read and understands the Policy; (c) agrees to comply with the policy; (d) understands that the Policy applies to all Committees and subcommittees having delegated Board-powers; and (e.) understands that the Foundation is a charitable organization and that in order to maintain its tax-exempt status, it must continuously engage primarily in activities which accomplish one or more of its tax-exempt pursposes.
  • Periodic Reviews. At the first Board meeting following the annual Board meeting, and at the first meeting of each Committee with Board-delegated powers following the annual Board meeting, and at such other times as the Board or executive Committee may deem appropriate, the Board, or executive Committee shall conduct a review of the Foundation’s activities to ensure that the Foundation is operating in a manner consistent with accomplishing its charitable purposes and that its operations do not result in private inurnment or impermissible benefit to private interests.

Harrassment

Arkansas State University Foundation, Inc. is committed to creating and maintaining a work environment that is free from all forms of harassment, including sexual harassment.

Sexual Harassment occurs:

  1. When submission to, or toleration of, such conduct on or off campus is made a term or condition of instruction, employment, or participation in other Foundation activities;
  2. When submission to, or rejection of, such conduct by an individual is used as a basis for evaluation in making employment decisions affecting the individual; and
  3. When conduct has the purpose or effect of unreasonably interfering with an individual’s employment performance or creating an intimidating, hostile, or offensive environment.

Supervisors must recognize that their positions necessarily embody unequal power relationships with their subordinates. Because of the inherent power difference in these relationships, the potential exists for the less powerful to perceive a coercive element in suggestions relative to activities outside those appropriate to the professional relationship.

It is the responsibility of supervisors and staff members to behave in such a manner that their words or actions cannot reasonably be perceived as coercive.

Employees should report incidents of sexual harassments to the Human Resources Department of Arkansas State University - Jonesboro.

Arkansas State University Foundation, Inc. prohibits retaliation and will not retaliate against any employee who makes a good faith report of alleged harassment, even if the employee was in error.


EQUAL EMPLOYMENT OPPORTUNITY

It is the policy of Arkansas State University Foundation, Inc., to provide equal employment opportunity to all qualified persons; to prohibit discrimination because of race, color, ancestry, religion, gender, age, disability, national origin, status as a Vietnam era special disabled veteran or other status protected by law; and to promote the full realization of equal employment opportunity through a positive continuing program of affirmative action. It is the responsibility of all personnel, supervisory and non-supervisory, to see that this policy is implemented throughout the Foundation.


ASU Foundation, Inc., is committed to compliance with all federal and state laws regarding discrimination of any type including the following provisions:


Section 504 of the Rehabilitation Act of 1973.

Section 504 protects qualified individuals with disabilities who are defined as persons with a physical or mental impairment which substantially limits one or more major life activities. Major life activities include caring for self, walking, seeing, hearing, speaking, breathing, working, performing manual tasks, and learning. Some examples of impairments which may substantially limit major life activities, even with the help of medication or aids/devices are AIDS, alcoholism, blindness or visual impairment, cancer, deafness or hearing impairment, diabetes, drug addiction, heart disease, and mental illness. Persons who have a history of, or who are regarded as having, a physical or mental impairment that substantially limits one or more major life activities, are also covered. In addition to meeting the above definition, for purposes of receiving services, education or training, qualified individuals with disabilities are persons who meet normal and essential eligibility requirements.

Title II of the Americans with Disabilities Act of 1990.

ASU Foundation, Inc. is committed to complying with all applicable provisions of the Americans with Disabilities Act ("ADA"). Title II of the ADA prohibits discrimination against qualified individuals with disabilities on the basis of disability in all programs, activities, and services of public entities. It is ASU Foundation, Inc., policy not to discriminate against any qualified employee or applicant with regard to any terms or conditions of employment because of such individual’s disability or perceived disability so long as the employee can perform the essential functions of the job. Consistent with this policy of nondiscrimination, ASU Foundation, Inc., will provide reasonable accommodations to a qualified individual with a disability, as defined by the ADA, who has made ASU Foundation, Inc., aware of his/her disability, provided that such accommodation does not constitute an undue hardship on ASU Foundation, Inc., Employees with a disability who believe they need a reasonable accommodation to perform the essential functions of their job should contact their supervisor or the Human Resources Department at Arkansas State University - Jonesboro. ASU Foundation, Inc. encourages individuals with disabilities to come forward and request reasonable accommodation.

Age Discrimination Act of 1975.

The Age Discrimination in Employment Act (ADEA) protects individuals who are 40 years of age and older from employment discrimination based on age. The ADEA’s protections apply to both employees and applicants. Under the ADEA, it is unlawful to discriminate against a person because of his/her age with respect to any term, condition, or privilege of employment including, but not being limited to, hiring, firing, promotion, layoff, compensation, benefits, job assignments, and training.

Retaliatory Action Prohibited.

Retaliation against a person who files a charge of discrimination, participates in an investigation, or opposes an unlawful employment practice is prohibited by the above laws and ASU Foundation, Inc. Any employee who needs further explanation or who believes he or she has been discriminated against under these laws should contact the Arkansas State University – Jonesboro, Human Resources Department.

Corporate Governance

The Audit Committee of the Foundation has the responsibility for reviewing the Foundation’s financial information which is provided to constituents and others, the system of internal control and the audit process.

The Foundation’s internal controls and operating procedures are intended to assist in providing assurances of the quality of the information reported and the assessment of the financial disclosures made or necessitated and to detect and to prevent or deter wrongdoing or improper activities. However, even the best-designed systems cannot provide absolute assurance or safeguards against improper activities. Nor can they ensure that Foundation policies and procedures will not be violated, misunderstood or misinterpreted.

The Audit Committee is charged with the responsibility to establish a mechanism for employees and others to submit confidentially and anonymously any concerns or complaints regarding questionable accounting, internal accounting control and/or audit matters of ASU Foundation, Inc.

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