Minutes of Meeting of the Winthrop University Foundation Board of Directors
Tuesday, February 3, 2009

Members present:
Carlos Evans (Chair), Eddie Brown, Bob Hambright, Irvin Plowden, Pat Robertson, Gerry Schapiro, Ladson Barnes, Spratt White, Ann Terry, David A. Pennell, Marc Bogan, Kasey Walther (Ex Officio), Vivian Carroll (Ex Officio), Linda Warner (Ex Officio), Debra Fetner (Ex Officio), Debbie Garrick (Ex Officio), Brien Lewis (Ex officio) and Anthony J. DiGiorgio (Ex officio).

Members absent:
Bill Belk, Bruce Brumfield, Laura Hewitt, Frank Viola, Kathy Viola, and Gary Williams.

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 Tuesday, February 3, 2000 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. Gerry Schapiro moved, seconded by Mr. Eddie Brown, to approve the minutes as presented. This motion passed unanimously by voice vote.

Campaign Planning Report
Mr. Thad Henry and Mr. Dan Rogge, representatives of Corporate DevelopMint, summarized the feasibility study that was conducted from October until December of 2008. During the study, face-to-face interviews were held with volunteers, business leaders, administration and others with a vested interest in the future of Winthrop University. Both current and prospective donors were interviewed. Mr. Henry and Mr. Rogge recommended that a period of campaign preparation be undertaken prior to the public launch of a major fundraising effort.

Treasurer’s Report
Mr. Gerry Schapiro reviewed the Treasurer’s Report. The first item mentioned was the increase in Common Stock due to a gift made at the end of 2008. Mr. Schapiro highlighted the Money Market Funds, mentioning that the Foundation invests as much cash as possible, attempting to keep principal cash amounts low in the investment funds. Mr. Schapiro also discussed the reformatted Accrued Interest & Dividends Revenue amount and how the balances are now included in the Diversified Portfolio. Also, the Diversified Portfolio includes a new fund, the Reed Annuity. Mr. Schapiro mentioned the Cash in Checking and Interest Bearing Accounts reflect the influx of giving at year end. Overall, the portfolio performance is down 30% from December 2007.

Investment Committee Report
Mr. Eddie Brown summarized the process of the Investment Committee in evaluating and selecting the investment manager. He reported that the Committee narrowed the applicants to two finalists: Bank of America and The Foundation for the Carolinas. The Committee made a final recommendation to maintain Bank of America as the investment managers for the Winthrop Foundation. The recommendation of the standing Committee was presented as a motion and required no second. This motion passed unanimously by voice vote.

Mr. Mike Fischer and Mr. Palmer Wilson of Bank of America presented the Investment Manager’s Report highlighting the impact of the significant market downturn in 2008 and making recommendations for future investments which may require a revision of the Investment Policy Statement. They stated that they would bring these recommendations for discussion at a future meeting of the Investment Committee.

Operations Committee Report
Mr. Gerald Schapiro reported on the By-laws revisions. Mr. Schapiro reported that the goals in revising the By-laws were to update the information to better reflect the operations of the Board. The major changes mentioned included the separation of the Secretary/Treasurer position into two distinct positions and responsibilities, and the structure of the standing committees from five committees to three committees – Operations Committee, Investment Committee and Development Committee. Also, position title clarification, Director Terms, Director and Ex Officio voting clarification, and an annual meeting schedule were also revised. Mrs. Terry suggested two typographical errors to be corrected and reflected in final version. Mr. Eddie Brown moved, seconded by Mr. Spratt White, to approve the By-laws as presented. This motion passed unanimously by voice vote.

Mr. Schapiro discussed the Standing Committee assignments that will be appointed by Chairman Evans. Mr. Schapiro also presented the restructured Director Terms to reflect a three-year term and rotation schedule. Mr. Eddie Brown moved, seconded by Mr. David A. Pennell, to approve the Director Terms as proposed. This motion passed unanimously by voice vote.

Mr. Schapiro presented the Board with the current Spending Rule that governs how generated funds are spent towards scholarships, programs, and professorships and the need for this rule to be revised. Mrs. Brien Lewis presented data in support of the need to make this revision as the endowment level has decreased due to current market conditions. Mr. Lewis presented calculations to demonstrate the impact of a revised rule. The Board discussed the issue of how funds have become “underwater.” It was noted that the University’s Board of Trustees will meet February 27 – March 1, 2009 to determine strategic budgetary priorities. Mr. Lewis noted that the Trustees’ decisions and actions at that meeting will assist the Foundation Board in making decisions related to the spending rule and strategic priorities for addressing underwater funds at the next meeting scheduled for Thursday, March 12, 2009.

Mr. Schapiro presented the 2009 Budget and highlighted the increased Administration Fee from 3% to 6% for the duration of the campaign to support campaign costs, the increased amount in the Depreciation line item, and the decrease in the Security Expense due to the one-time 2008 grant to the University towards its new security systems. The Board discussed the need for the Depreciation expense, and Mr. Evans requested further information regarding this expense. Mr. Schapiro discussed the adjustments made in the accounts for the Unrestricted Scholarship/Grants. Mr. Evans also requested further information regarding operational funds as well as the amounts allocated for scholarships and grants and the associated endowment funds that support scholarships to be presented at the March 12, 2009 Foundation Board meeting. Mr. Irvin Plowden moved, seconded by David A. Pennell, to be approved the 2009 budget as presented. This motion passed unanimously by voice vote.

Development Report
Mr. Brien Lewis presented a review of the Composite Reports, Key Indicators, the Annual Fund Report, and the Planned Giving Report. Of special interest among the data was a 17% growth of donor giving from 2008 compared to the .3% national growth in educational fundraising. Mr. Lewis highlighted the Increases in the average gift amount and the slight decrease in annual unrestricted giving. Of special note were three planned gifts in excess of $1 million that will be announced publicly in the near future.

Mr. Lewis presented supplemental data demonstrating the positive trend line of planned giving growth dated from 1989 to 2008, as well as an itemized history of planned giving at Winthrop University from 1996 to 2008.

Winthrop University Real Estate Foundation Report
Mr. Carlos Evans presented a brief explanation of the Winthrop University Real Estate Foundation (WUREF) and its relationship to the Winthrop Foundation and University. Mr. Evens requested the approval of a transfer of funds from the Foundation to WUREF. He noted that the funds would come from a gift given by the Holcombe Family to support the creation of an Alumni Center and that the funds would purchase property located west of the University campus. Mr. Evans and President DiGiorgio described the Holcombe gift as being directly made for such a purchase. Mr. Eddie Brown moved, seconded by Mr. David A. Pennell, to approve the transfer of the funds requested. This motion passed unanimously by voice vote.

University President’s Report
Dr. Anthony DiGiorgio, Winthrop University President, described the uncertainty surrounding the national economy and its impact on both the federal and state budgets and budget processes, which he stated was unprecedented. He noted that the University had sustained significant cutbacks in state appropriations and forecasted additional cuts. Dr. DiGiorgio also described the guiding principles that the University had adopted to preserve the educational experience for students, the safety and security of the campus, and ensuring sustained strength in enrollment for the future.

Foundation Chairman’s Report
Mr. Carlos Evans proposed that Ms. Cece Sutton, a Winthrop alumna currently serving with Morgan Stanley in New York and Charlotte, be approved for membership to the Winthrop University Foundation Board of Directors. Mrs. Pat Robertson moved, seconded by Mr. Ladson Barnes to approve Ms. Sutton’s appointment. This motion passed unanimously by voice vote.

Mr. Evans reviewed the proposed Memorandum of Understanding (MOU) for 2009, detailing the relationship between the Foundation and Winthrop University. Mrs. Ann Terry moved, seconded by Mr. Eddie Brown, that the proposed MOU be approved. This motion passed unanimously by voice vote.

Mr. Evans noted the passing of long-time Board member Bill Kimbrell of Fort Mill and his many contributions to the community and the Foundation. He then presented a Resolution in memory of Mr. Kimbrell’s Meritorious Service. Mr. Ladson Barnes moved, seconded by Mrs. Pat Robertson, that the Resolution be adopted. This motion passed unanimously by voice vote. It was noted that the Resolution will be presented to Mr. Kimbrell’s family on behalf of the Board.

Old Business
There was no Old Business.

New Business
There was no New Business.

Adjournment
There being no further business, the Board adjourned at 5:00 p.m. The next scheduled meeting of the Board is at Noon on March 12, 2009 at the Eagle Club Room at the Winthrop Coliseum on the campus of Winthrop University.

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