Business and Finance
Winthrop University Real Estate Foundation Memorandum of Understanding
As an agreement between Winthrop University and the Winthrop University Real Estate Foundation, the Memorandum of Understanding is instended to "set forth policies and procedures that will contribute to the coordination of their mutual activities." This agreement is reviewed on an annual basis by the Board of Directors. The next review is scheduled for July 2010.
Memorandum of Understanding
Winthrop University and the Winthrop University Real Estate Foundation, Inc.
THIS AGREEMENT, entered into as of this September 15, 2015, by and between Winthrop University (the "University") and the Winthrop University Real Estate Foundation, Inc.
The Winthrop University Real Estate Foundation Inc. is an independent, non-profit, tax-exempt, public charity incorporated on August 25, 1999, under the laws of the State of South Carolina and by Section 50l(c)(3) of the Internal Revenue Code. WUREF Inc. serves as the conduit through which gifts of real estate and property are received and liquidated to advance the mission of Winthrop University; to develop, own, manage, lease, and sell real estate and property; and to protect the assets of the Winthrop University Foundation from possible legal and/or environmental issues.
In consideration of the mutual commitments herein contained, and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:
WUREF Name, Seal, and Logotype
Consistent with its mission to help advance the plans and objectives of the University, WUREF is granted the use of the name, Winthrop University, and the University's official logo; however, WUREF will operate under its own name and shall not use the University seal or other identifying marks in the promotion of its business and activities without the permission of Winthrop University.
Institution or System Governance
• The Board of Trustees of Winthrop University is responsible for overseeing the mission, leadership, and operations of the University.
• The Board of Trustees is responsible for setting priorities and long-term plans for Winthrop University.
• The Board of Trustees is legally responsible for the perfonnance and oversight of all aspects of Winthrop University operations.
• The Chair of the Board of Trustees or his/her designee and Winthrop's President will collaborate with the WUREF President and Executive Director to develop lists of qualified candidates to serve on the WUREF Board of Directors.
• Winthrop University is responsible for the employment, compensation, and evaluation of all its employees. WUREF may provide input and feedback on the employment, compensation, and evaluation of Winthrop University employees who are assigned by virtue of their Winthrop position to be directly responsible for WUREF and its purposes, but Winthrop University retains responsibility for the employment, compensation, and evaluation of all its own employees.
WUREF's Relationship to the University
• WUREF is responsible for the performance and oversight of all aspects of its operations based on a comprehensive set of bylaws that clearly address the board's fiduciary responsibilities, including expectations of individual board members based upon ethical guidelines and policies.
• The Executive Director of WUREF is a Winthrop employee with an established position description that outlines duties and related goals and reports to the Winthrop University Vice President for Finance and Business (or individual with an equivalent position and title) and reports to and provides support for the WUREF Board of Directors.
The University's Relationship to WUREF
• The Winthrop University Board of Trustees, working with the President of the University, is responsible for communicating Winthrop University priorities and long-term plans and making recommendations of funding priorities to WUREF.
• Winthrop University recognizes that WUREF is a private corporation with the authority to keep all records and data confidential consistent with the law.
• The Executive Director of WUREF shall be included as a member of the University's administrative team.
• Winthrop University shall include WUREF as an active participant in the strategic planning for the University.
• The President of the University, the Vice President for Finance and Business, Assistant Vice President for Finance and Business, and Associate Vice President for Facilities Management shall serve as non-voting, ex-officio members of the WUREF Board.
• The Chair of the Winthrop University Board of Trustees or his/her designee will serve as a non-voting, ex-officio member of the WUREF Board of Directors.
• The President of the Winthrop University Foundation Board of Directors or his/her designee and the Executive Director of the Winthrop University Foundation will serve as non-voting, ex-officio members of the WUREF Board of Directors.
• The Executive Director for WUREF will be invited to attend the meetings of the Committee on Institutional Advancement of the Winthrop University Board of Trustees.
• Winthrop University shall provide office space for the staff of WUREF, computer and telephone capabilities, and custodial service for those offices.
• Winthrop University shall establish and enforce policies that support WUREF's ability to respect the privacy and confidentiality of donor records.
1. Institutional Commitment
• WUREF, in consultation and collaboration with the President of the University and the Vice President for Finance and Business, is responsible for supporting the planning and execution of programs in support of the University's mission.
• WUREF will establish, adhere to, and periodically assess its gift-management and acceptance policies for gifts of real property. It will promptly acknowledge and issue receipts for all gifts of real property on behalf of WUREF and the University.
• WUREF shall not accept grants from state or federal agencies, except in special circumstances that are approved by the WUREF Board of Directors and the governmental agency.
• WUREF shall establish and enforce policies to protect donor confidentiality and rights.
2. Asset Management
• WUREF financial policies adhere to and are in accordance with generally accepted accounting principles in the United States. WUREF will receive gifts of real property to develop, own, manage, lease, and sell for the benefit of Winthrop University.
• WUREF will engage an independent accounting firm to conduct an annual audit of WUREF's .financial and operational records and will provide Winthrop University with a copy of the annual audited financial statements, including management letters.
3. Institutional Flexibility
• When real property is given to the University, WUREF will disclose any terms, conditions, or limitations imposed by donor or legal determination on the gift. Winthrop University will abide by such restrictions and provide appropriate documentation.
4. Transfer of Funds
• WUREF is the primary depository of private gifts of real property to the University and upon sale will transfer funds to the Winthrop University Foundation in compliance with applicable laws, University policies, gift agreements, and WUREF policies.
• WUREF may designate other funds to support the mission of Winthrop University in compliance with applicable laws and Winthrop policies.
WUREF Funding and Administration
• The University's Division of Finance and Business is responsible for establishing a financial plan to underwrite the cost of WUREF's programs, operations, and services.
• WUREF has the right to use a reasonable percentage from the sale of real property gifts and assess fees for services to support its operations. Additionally, WUREF shall deducted normal and reasonable expenses for administration of the sale of the real property gift. The use of fees shall be disclosed to donors and the University.
• WUREF shall own all records and files, regardless of format including electronic and archived.
• WUREF will provide access to data and records to the University on a need-to-know basis in accordance with applicable laws, WUREF and University policies, and guidelines. WUREF will provide copies of all information that may be publicly released.
Terms of the Memorandum of Understanding (MOU)
This Memorandum of Understanding by and between Winthrop University and the Winthrop University Real Estate Foundation, Inc. (an Internal Revenue Code 501 (c)(3) nonprofit corporation), is intended to set forth policies and procedures that will contribute to the coordination of their mutual activities.
To ensure effective achievement of the items of the agreement, the University, WUREF officers, and WUREF board representatives shall hold periodic meetings to foster and maintain productive relationships and to ensure open and continuing communications and alignment of priorities.
Either party may, upon 90 days prior written notice to the other, terminate this agreement. Notwithstanding the forgoing, either party may terminate this MOU in the event the other party defaults in the performance of its obligations and fails to cure the default within a reasonable time after receiving written show-cause notice.
Should the University choose to terminate this agreement, the WUREF may require the University to pay, within 180 days of written notice, all debt incurred by the WUREF on the University’s behalf including, but not limited to lease payments, advanced funds, and funds borrowed for specific initiatives. Should WUREF choose to terminate this agreement the University may require WUREF to pay debt it holds on behalf of WUREF in like manner.
Consistent with provisions appearing in WUREF’s bylaws and its articles of incorporation, should the WUREF cease to exist or cease to be an Internal Revenue Code 501(c)(3) organization, WUREF will transfer its assets and property to the University, to a reincorporated successor foundation, or to the state or federal government for public purposes, in accordance with the law and donor intent.
IN WITNESS WHEREOF, the parties have caused this Memorandum of Understanding to be executed by their duly authorized officers as of the day and date first above written.
Daniel F. Mahony, President
Lee Gardner, President
Winthrop University Real Estate Foundation Board
Kathy H. Bigham, Chair
Winthrop University Board of Trustees
L. Keith Williams, Executive Director
Winthrop University Real Estate Foundation
Internal Control Considerations
Winthrop University Real Estate Foundation Board of Directors