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University Enterprises Corporation at CSUSB “UEC”

University Enterprises Corporation at CSUSB “UEC”. Orientation for New Board Members. CSU Auxiliary Organization. A non-profit organization Conducts activities essential to the campus Meets requirements of CSU Board of Trustees. CSU Auxiliary Organization.

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University Enterprises Corporation at CSUSB “UEC”

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

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

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

  4. CSU Auxiliary Organization 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: - CSU Board of Trustees (“BOT”) - Chancellor’s Office - Campus Administration Sept 2014

  5. CSU Auxiliary Organization 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 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

  6. CSU Auxiliary Organization 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 The CSU BOT determines what functions are appropriate for auxiliary organizations to perform Sept 2014

  7. 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. Sept 2014

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

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

  10. UEC Individual Board Member Responsibilities 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 Sept 2014

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

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

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

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

  15. UEC About the Board: Board Officers – Chair: Dr. Ed Teyber, Vice Chair: Lois Carson, Secretary/Treasurer: Dr. Doug Freer Board Consultants - CPA/Auditor: Rogers, Anderson, Malody & Scott Terry P. Shea, CPA – 909-824-6736 - Insurance Broker: Alliant Insurance Dan Howell – 415-403-1426 - Legal Counsel: John Jay, Esq. (949-375-0441) for corporate matters and Richard Bromley, Esq. (213) 629-6135 for labor law matters. Sept 2014

  16. UEC Staff Contacts: - Deborah Burns, Executive Director dburns@csusb.edu or 909-537-3939 - Cara Pham, Administrative Support cpham@csusb.edu or 909-537-3937 Sept 2014

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