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.
THIS AGREEMENT is entered into as of this 14th day of July, 2009, by and between Winthrop University and the Winthrop University Real Estate Foundation (WUREF).
WUREF was organized and incorporated to encourage gifts of real property, to own, manage, lease and sell real property, and to own any liquid assets necessary for the ongoing business operations or maintenance of any such real property, and to engage in any lawful act or activity for which WUREF may be organized under Section 33-31-101 et seq. of the South Carolina Nonprofit Corporation Act of 1994, as amended.
WUREF is dedicated to assisting the University’s long-term academic and other priorities.
WUREF is a separately incorporated 501(c)(3) organization. WUREF operates as a fiduciary for gifts of real estate that will eventually benefit Winthrop University, its students, its faculty, Alumni, and the citizens of South Carolina.
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:
Foundation Name, Seal and Logotype
Consistent with its mission to help to advance the plans and objectives of the University, WUREF is granted the use of the name Winthrop University. However, WUREF will operate under its own seal and logotype 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.
Winthrop University’s Board of Trustees’ Responsibilities
• The Board of Trustees of Winthrop University is responsible for overseeing the mission, leadership, and operations of the University.
• The Board of Trustees of Winthrop University is responsible for setting priorities and long-term plans for Winthrop University.
• The Board of Trustees of Winthrop University is legally responsible for the performance and oversight of all aspects of Winthrop University operations.
• The Board of Trustees of Winthrop University is responsible for the employment, compensation, and evaluation of all Winthrop University employees, including the President.
WUREF’s Board of Directors’ Responsibilities
• The Winthrop University Real Estate Foundation Board of Directors is responsible for the control and management of all property assets of WUREF, including the prudent management of all gifts consistent with donor intent.
• The Winthrop University Real Estate Foundation Board of Directors 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.
Winthrop University’s Relationship to WUREF
• Winthrop University’s President and Vice President for University Development and Alumni Relations are responsible for communicating Winthrop University priorities and long-term plans 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.
• Winthrop University shall include WUREF as an active and prominent participant in the strategic planning for the University.
• The President of the University and the Vice President for University Development and Alumni Relations shall assume prominent roles in soliciting gifts and donor stewardship activities. The President of the University shall be a non-voting ex officio member of the WUREF Board. The Vice President for University and Alumni Relations shall serve as the Vice President of the Winthrop University Real Estate Foundation and shall be a voting ex officio member of the WUREF Board.
• Winthrop University shall provide office space for 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. Gift-Raising and Stewardship of Gifts
• WUREF shall serve as a fiduciary for gifts of real estate and work in cooperation with the Winthrop Development Office its efforts to create an environment conducive to increasing levels of private support for the mission and priorities of Winthrop University.
• WUREF will establish, adhere to, and periodically assess its management and acceptance policies for gifts of real property. It will promptly acknowledge and issue appropriate documentation for all gifts of real property on behalf of WUREF. WUREF, as appropriate and needed, may assist Winthrop University in providing appropriate recognition and stewardship of such gifts.
• The Vice President of University Development and Alumni Relations will work in conjunction with the leadership of the WUREF Board and the University President to identify, cultivate, and solicit prospects for private gifts.
• 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 enforce Winthrop’s policies to protect donor confidentiality and rights.
2. Asset Management
• WUREF will receive, hold, manage, sell, and transfer the income from the sale of a contribution of real property to Winthrop University Foundation., Administrative expenses will be taken from the sale of such property with the remainder to go to the Winthrop University Foundation to establish or contribute toward an endowed fund, restricted fund, or other gift structure in accordance with the donor’s wishes.
• WUREF will engage an independent accounting firm annually to conduct an 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.
• WUREF will explore current opportunities, including acquisition and management of real estate on behalf of Winthrop University for future allocation, transfer, or use.
• In supporting WUREF on behalf of Winthrop University, the Winthrop University Foundation may make capital contributions to WUREF; WUREF Development, LLC dba The Courtyard at Winthrop University; and the Winthrop Real Estate, LLC in cash or in-kind.
• Winthrop University shall provide accounting and financial services for WUREF as well as office space for that work until it is established that additional staff and space are required for the efficient conduct of business.
• When distributing gift funds 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.
WUREF Funding and Administration
• WUREF is responsible for establishing a financial plan to underwrite the cost of its programs, operations, and services.
• WUREF shall maintain copies of the plans, budgets, and donor records developed in connection with the performance of its obligations.
• WUREF will provide access to data and records to the University on a need-to-know basis in accordance with applicable laws, WUREF policies, and guidelines. WUREF will provide copies of other information that may be publicly released.
Terms of the Memorandum of Understanding (MOU)
This Memorandum of Understanding, made this 14th of July, 2009, 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, Winthrop University and WUREF officers and 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 Winthrop University choose to terminate this agreement WUREF may require the University to pay, within 180 days of written notice, all debt incurred by 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 Winthrop 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 WUREF cease to exist or cease to be an Internal Revenue Code 501(c)(3) organization, WUREF will transfer its assets and property to Winthrop University, to a reincorporated successor foundation, or to the State of South Carolina or the federal government for public purposes, in accordance with the law and donor intent.
Internal Control Considerations
Winthrop University Real Estate Foundation Board of Directors