Minutes of Meeting of the Winthrop University Foundation Board of Directors
Thursday, December 10, 2009

Members present:
Carlos Evans (Chair), Irvin Plowden, Gerry Schapiro, Ladson Barnes, Spratt White, Ann Terry, David Pennell, Debbi Fetner, Gary Williams, Marc Bogan, Cece Stewart, Bob Gahagan, Vivian Carroll (Ex Officio), Linda Warner (Ex Officio), Debra Fetner (Ex Officio), Debbie Garrick (Ex Officio) and Brien Lewis (Ex officio) and Anthony J. DiGiorgio (Ex officio).

Members absent:
Bruce Brumfield, Pat Robertson, Eddie Brown, Bill Belk, Frank Viola, Kathy Viola, and Tim Hopkins (Ex Officio).

Board Staff present:
Betsy Angerman, Director of Financial Affairs and Susan Lee, Secretary to the Winthrop University Foundation Board of Directors

The Winthrop University Foundation Board met on Thursday, December 10, 2009 at 1:00 p.m. in the Tuttle Dining Room, Winthrop University, Rock Hill, SC.

Call to Order
Mr. Carlos Evans called the meeting to order at 1:00 p.m.

Approval of Board Minutes of September 9, 2008
Mr. Ladson Barnes moved, seconded by Mr. David Pennell, to approve the minutes as presented. This motion passed unanimously by voice vote.

Election of New Board Members
Mr. Carlos Evans introduced a list of proposed new Board members to be approved for membership to the Winthrop University Foundation Board of Directors. The proposed Board members included Mrs. Patricia Bean, Mr. Mark Carter, Mr. David Dooley, Mr. Bob Gahagan, Mr. Michael Marsicano, and Mr. Andrew Shene. ¬Mr. Gerry Schapiro moved, seconded by Mr. Gary Williams, to approve all names of new board members. This motion passed unanimously by voice vote. Mr. Bob Gahagan is filling a vacant member seat, and will serve the remainder the term which will end December 2010. Mr. Gahagan joined the Foundation meeting following this vote.

Election of 2010 – 2011 Officers
As the next order of business, Mr. Carlos Evans presented the slate of nominees for election to the Foundation Board as officers for calendar year 2010. Nominating Committee Chair Eddie Brown prepared the recommendation of the ad hoc committee. Mr. Carlos Evans was recommended for President, Mr. Irvin Plowden for Vice President, Mr. Gerry Schapiro for Treasurer and Mrs. Ann Terry for Secretary. Each agreed to serve if elected. The election was unanimous. The new officers will assume their duties on January 1, 2010.

Campaign Update
Mr. Brien Lewis reported to the Board a summary of the campaign and progress made to date. Mr. Lewis began by presenting the proposed campaign theme and name: Distinction: A Campaign for Winthrop. Following, the campaign leadership was announced: Mr. Carlos Evans, Co-Chair; Mrs. Vivian Carroll, Co-Chair; Mrs. Lois West, Honorary Co-Chair; and Mr. Harry Dalton, Honorary Co-Chair. Next, Mr. Lewis listed the multiple objectives for the campaign: (1) To raise $50-60 million to support the agenda of Distinction for Winthrop University; (2) To increase public awareness at local, regional and national levels; and (3) To increase the number of people who are meaningfully engaged with Winthrop. Lastly, Mr. Lewis highlighted major gifts that have been donated and recognized as campaign gifts ranging from $100,000 to $3 million. By unofficial tally, the total gifts to date near $16 million with an additional $6 million in gifts anticipated to be realized in the near future.

Mr. Thad Henry reported to the Board the context of Winthrop University, the economy and fundraising. Outside of Winthrop, philanthropic donations continue by more conscientious donors. Leadership gifts donated to Winthrop reflect this trend and have even encouraged other donors to give to Winthrop. Mr. Henry acknowledged the diligent work of the Development Team during the last year to train and prepare for the campaign.

Mr. Lewis reviewed the structure and organization of the Campaign leadership and committees. With leadership in place, the supporting committees will begin to populate and provide assistance in preparation for the public phase of the campaign, starting in November 2011. As part of this structure, the Foundation Board was challenged to offer talents and guidance based on personal and professional interests and experiences.

Treasurer’s Report
Mr. Gerry Schapiro, Committee Chair, presented the Treasurer’s Report to the Foundation Board. Mr. Schapiro noted the decrease in the December 2008 portfolio total from the December 2007 portfolio total recognizing the economy’s impact on this change. Also, Mr. Schapiro highlighted how the October 2009 portfolio value has already exceeded the December 2008 total.

Development Report
Mr. Gary Williams, Committee Chair, requested that the full Foundation Board complete a distributed form to indentify talents and interests that could be contributed to the campaign. As a group, Mr. Williams encouraged the board members to see this as an opportunity to become involved and engaged. Also, this form allows for board members to voluntarily identify individuals who may have potential interest in making a donation to the campaign. By the April 2010 meeting, Mr. Williams asked that the forms be completed and returned to Susan Lee (Winthrop University, 302 Tillman Hall, Rock Hill, SC, 29733). The forms will be sent electronically to all Board members.

The second order of business of the Development Committee was to recommend that the Foundation Board adopt and establish the Naming Opportunities Guidelines and Inventory as presented. The motion was made by the Development Committee, seconded by Mr. David Pennell, and passed unanimously by voice vote.

Investment Committee Report
Mr. Irvin Plowden, Committee Chair, welcomed Mr. Palmer Wilson and Ms. Mary Stokes from Bank of America to provide an update on the Foundation’s invested portfolio and a review of the alternative investment recommendation. As of October 31, 2009, the investment mangers noted that the return on investments (net of fees) is 19.22%, which is an increase from -28.59% at the 2008 year end. The alternative investment recommendation for the portfolio is a further diversification to increase expected earnings above that of the current target asset allocation with expected risk similar to or below the current target asset allocation. The proposed alternative investment structure is limited to the 12% alternative asset allocation outlined within the Investment Policy Statement. The Investment Committee moved, seconded by Mr. Ladson Barnes, to adopt the proposed asset allocation as presented.

Mr. Plowden presented to the Board the selected Cash Management RFP recommendation – South Carolina Bank & Trust. The board discussed the strategy of when cash should be deposited into this account to support Winthrop Foundation operational expenses. Currently, new funds are being deposited while restricted and non-endowed funds are still invested with the portfolio. Mr. Irvin Plowden moved, seconded by Mrs. Linda Warner, to build a cash reserve up to $1 million and to re-calculate this at the next Board meeting. This motion passed unanimously by voice vote.

Operations Committee Report
Mr. Schapiro, Committee Chair, presented the proposed 2010 General Fund Budget with the current 2009 balances as of November 2009. Mr. Schapiro highlighted that Personnel costs and General Fund expenses are near 80% of expected expenditures. Also, Mr. Schapiro noted that the Year to Date Total Income is significantly lower than the 2009 budgeted amount for Total Income due to anticipated gifts that will be processed at year end. In review of the proposed 2010 budget, Mr. Schapiro highlighted the increase in the WUF Administrative Fee that was increased to 6% for the campaign. Also, the increase in the Salaries and Benefits line item reflects the planned staff addition in the upcoming year. Lastly, Mr. Schapiro noted the new General Fund Expense line item for Corporate DevelopMint, the campaign consultants. The Operations Committee moved, seconded by Mr. David Pennell to adopt the 2010 budget as presented. This motion passed unanimously by voice vote.

Mr. Schapiro presented the unqualified 2008 Winthrop Foundation Audit prepared by Mr. James Pierce, CPA. Within the Asset Statement, Mr. Schapiro noted the difference between the 2007 and 2008 December 31 ending balance of the Pooled Investments. Within the Statement of Activities, Mr. Schapiro highlighted the loss of earnings, the increase in Salaries & Benefits expenditures, the overall increase in Fund Raising expenses due to campaign preparations, and the decrease in Scholarship & Grants expenditures. Lastly, Mr. Schapiro noted the decrease in Net Assets due to the decrease in invested funds. Mrs. Ann Terry moved, seconded by Mrs. Vivian Carroll, to accept the December 31, 2008 Audit as presented. The motion was passed unanimously by voice vote.

Mr. Schapiro presented to the board a recommended slate of Procedures and Policies for consideration: the Audit Process Policy, the Employee Educational Assistance Policy, the Conflict of Interest Policy, the Media Policy for a Crisis Situation, the Responsibilities of Board Members, and the Staff Travel & Entertainment Policy, the Fundraising Policy, the Record Retention Policy, the Whistleblower Policy and the Due Diligence Policy. These ten policies expand and detail the current governance of the Winthrop Foundation Board. The Operations Committee moved, seconded by Mr. Bob Gahagan, to adopt the Policies and Procedures as presented to the Foundation Board. The motion was passed unanimously by voice vote.

Winthrop University Real Estate Foundation Report
Mr. Carlos Evans, President of WUREF, reported that the Courtyard, LLC is continuing to meet the minimum goal of 90% occupancy in spring/fall and 40% in summer and is currently operating at 94-95% occupancy for 2009 calendar year. Also, Mr. Evans reported that audit reporting begins late January and 2009 figures are expected in late Spring 2010.

University President’s Report
President DiGiorgio reviewed the changing structure of Winthrop’s revenue picture, noting that when the latest round of cuts takes place, Winthrop will receive only 12.6% of its budget from the State of South Carolina.

Foundation Chairman’s Report
Mr. Carlos Evans, Chairman of the Board, asked that the Board consider a number of resolutions for meritorious service: Mrs. Laura M. Hewitt, Mr. Robert B. Hambright, Mr. Robert E. Brown, and Mr. William I. Belk. Mr. David Pennell moved, seconded by Mrs. Linda Warner, to accept these resolutions for meritorious service as presented. This motion passed unanimously by voice vote.

Old Business
There was no Old Business.

New Business
There was no New Business.

Adjournment
There being no further business, the Board adjourned at 3:40 p.m. The next meeting of the Board is scheduled for April 13, 2010 at noon.

Minutes submitted by Susan Lee, Secretary to the Winthrop University Foundation Board of Directors.

Winthrop University Foundation
Phone: 803 / 323-2229
Fax: 803 / 323-4550

302 Tillman Hall
Rock Hill, SC 29733, USA