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Winthrop University Foundation

Minutes of Meeting of the Winthrop University Foundation Board of Directors
Tuesday, September 9, 2008

Approved February 3, 2009

Members present: Carlos Evans (Chair), Eddie Brown, Vivian Carroll, Bob Hambright, Irvin Plowden, Pat Robertson, Gerry Schapiro, Kasey Walther, Linda Warner, Debbie Garrick (Ex Officio), Brien Lewis (Ex officio) and Anthony J. DiGiorgio (Ex officio).

Members absent: Ladson Barnes, Bill Belk, Marc Bogan, Laura Hewitt and Bill Kimbrell.

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, September 9, 2008 at 2:00 p.m. at The Olde Stone House, Winthrop University, Rock Hill, SC.

Call to Order
Mr. Carlos Evans called the meeting to order at 2:00 p.m

Approval of Board Minutes of March 5, 2008
Mr. Eddie Brown moved, seconded by Mr. Bob Hambright, to approve the minutes as presented. This motion passed unanimously by voice vote.

Treasurer’s Report
Mr. Gerry Schapiro reviewed the Treasurer’s Report, highlighting the Money Market Funds, the total value of the Bank of America account, the value of Trusts, and the net loss to date due to the falling stock market.

Mr. Schapiro presented the 2007 Audit to the Board noting the key statement of the unqualified opinion of the auditor. Mr. Gerry Schapiro moved, seconded by Mr. Eddie Brown, to approve the audit as presented. This motion passed unanimously by voice vote.

Mr. Schapiro reviewed the 2007 Income Statement mentioning the increase in investment fees, development salaries, and fundraising outreach expenses. An increase was also noted the in the area of Restricted Scholarships and Grants.

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 was not prepared to make a final recommendation pending additional information. A final recommendation will be made at or before the December 2008 Winthrop University Foundation Board meeting.

Operations Committee Report
Mr. Gerald Schapiro reported on the Interim Financial Report. Mr. Schapiro reported that the Quasi-Endowment Income, Salaries, Total Foundation and Development Programs, and Total Scholarship/Grants are all currently under the budgeted amount. The expenses of the Investment Management Fee through the end of July are over the budgeted amount. The Board requested a year-end projection and a two-thirds year total to be added to the next Interim Income Statement.

Mr. Schapiro reported on the forecasted 2009 Budget to be finalized for action at the December 2008 meeting. He noted the following items: an increased amount for the net assets released, the increased amount for publications, the decreased amount for salaries, the increased amount for investment fees, and an addition to the budget in support of the TRiO Program. Also mentioned was the 13% decrease in total fundraising program. Of interest in the Unrestricted Scholarships and Grants, the Graduate Scholarship amount has doubled, and the General Scholarship amount has decreased as funds are expected to be raised through donor restricted funds.

Mr. Schapiro reviewed the By-law Revision Proposal. Especially noted was the proposed restructuring of the Standing Committees, reducing the number of committees from five (5) to two (2) – the Investment Committee and the Operations Committee – and enhancing the responsibilities of the Executive Committee. The Board expressed concern about the reduced number, and discussed the future structure should more Directors join the Foundation Board. Furthermore, the Board discussed the terms of office for Directors. The Operations Committee was given the charge to review the by-laws and make recommendations for a rotating structure of the Foundation Board Directors, term limits, officers’ term limits, quorum and committees with a solution for its implementation.

Mr. Schapiro discussed the need for an Employment Benefits Review due to the growth of the number of employees of the Winthrop University Foundation and the benefits that are currently offered. Mr. Evans suggested that Mr. Brien Lewis assess current market trends and appropriate policies and make recommendations, and request insight from appropriate resources. The Board endorsed this suggestion and asked Mr. Lewis to report at the December 2008 meeting.

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 Key Indicators was a 143.6% increase in total giving as well as an increase in total donors, as this contradicts national trends. Also mentioned was the maturity of Planned Giving Expectancies and the decrease in State Funding for Winthrop University 2007-2008 Academic Year.

Mr. Lewis reviewed the Staffing Update organizational chart, highlighting the implementation of the previously approved staff positions and restructuring.

Mr. Lewis presented the Board with a Campaign Planning Report. He noted that a feasibility study is underway with a report expected in the fall. A Resolution to Commence Winthrop University’s Capital Campaign was presented in order to align with recommended guidelines from CASE (Council for the Advancement and Support of Education). The Winthrop University Foundation Board of Directors is to determine the overall goal amount for the campaign upon completion of the comprehensive feasibility study. Mr. Eddie Brown moved, seconded by Pat Robertson to approve the resolution as presented. This motion passed unanimously by voice vote.

Winthrop University Real Estate Foundation Report
Mr. Carlos Evans presented a brief report on operations of the Winthrop University Real Estate Foundation Meeting help September 5, 2008. Mr. Evens reported that the 2007 Audit was approved; the Courtyard assets and property acquisitions were reviewed; and a charette on properties surrounding Winthrop University was presented by Winthrop University President Anthony DiGiorgio.

University President’s Report
Dr. Anthony DiGiorgio, Winthrop University President, stated that he plans to present a briefing regarding property matters, essentials of growth and a master planning update of Winthrop University campus projects at the December 2008 Winthrop University Foundation meeting. He briefly reviewed the South Carolina economy, noting that state appropriations now make up only 17% of Winthrop University’s budget. He also noted federal interest in regulating university foundation endowment spending and said he would continue to monitor this issue.

Foundation Chairman’s Report
Mr. Carlos Evans reported on actions taken regarding the Security Measures implemented on campus. In response to needed safety measures, a one-time capital cost grant to enhance the University was made to the security notification systems.

Mr. Evans reviewed the TRiO Program, a federal grant-funded academic support program designed to increase the academic performance, retention rate and graduation rate of program members. Mr. Evans proposed that the Board provide financial support by committing funds for a 5-year period, an expense included in the forecasted 2009 Budget. A resolution to approve this commitment to Winthrop University’s TRiO Program was presented at this time to allow for its inclusion in the grant renewal proposal to be submitted by Winthrop University in October. Mr. Eddie Brown moved, seconded by Mr. Bob Hambright to approve the resolution as presented. The motion passed unanimously by voice vote.

Mr. Evans introduced list of Proposed New Board Members to be approved for membership to the Winthrop University Foundation Board of Directors. Mr. Eddie Brown moved, seconded by Bob Hambright to approve all names of new board members. This motion passed unanimously by voice vote.

The new Board members include (pending their acceptance): Gene Blackwell, Marc Bogan, Bruce Brumfield, Dave Pennell, Ann Terry, Frank Viola, Kathy Viola, Roy Weathers, Spratt White, and Gary Williams.

Old Business
None.

New Business
None.

Adjournment
There being no further business, the Board adjourned at 5:00 p.m.

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