NMSU Foundation Board of Directors Terms of Use

 

CONFIDENTIALITY STATEMENT
I understand that in the course of my activities as a board member, employee or affiliate of  New Mexico State University Foundation, I may have access to documents, data, or other information which may be confidential and / or privileged from disclosure, whether or not labeled or identified as “Confidential.”
Constituent and donor records, in any form including hard copy and electronic and other constituent and donor information are highly confidential.  I hereby acknowledge my responsibility to deal discreetly with confidential materials and information which may be made known to me in my capacity as a board member, employee or affiliate of New Mexico State University Foundation.
Acknowledgement
I agree to protect sensitive information including, but not limited to giving histories, family data, asset holdings, and other details of the constituent’s relationship with the University and / or the Foundation.  
I agree that all materials will be stored and used in a manner that will assure their absolute confidentiality.
I agree to exercise all reasonable precautions to protect the integrity and confidentiality of Confidential Information in my possession and agree that at all times I will not disclose, publish, broadcast or otherwise disseminate to any person, firm, employer, reporter, photographer, or any other media or other entity any Confidential Information, without authorization from either the University’s Office of University Advancement or the Foundation.  
I agree to return any confidential material to the New Mexico State University Foundation, as appropriate, when it is no longer of use to me in my capacity as a board member, employee or affiliate of New Mexico State University Foundation.
I agree that adherence to this agreement is fundamental to my continued capacity as a board member, employee or affiliate with the New Mexico State University Foundation.

 

CODE OF CONDUCT

Introduction

This Code of Conduct evidences the commitment of the New Mexico State  University Foundation to the lawful and ethical conduct of the Foundation's business and is intended to promote lawful and ethical behavior and conduct by the Foundation and its directors, officers and employees and to ensure that all directors, officers and employees of the Foundation conduct the business of the Foundation and perform their functions as directors, officers and employees according to the ethical standards of the Foundation and applicable laws and regulations.

Certain Terms
For the purposes of this Code of Conduct:

  • The term "Foundation" means the New Mexico State University Foundation.
  • The term "Board of Directors" means the Board of Directors of the Foundation. 
  • The term "employees" means

a.  all individuals employed and compensated by the Foundation,

b.  all individuals employed and compensated by New Mexico State University whose compensation from New Mexico State University is reimbursed, in whole or in part, by the Foundation, and

c.   all individuals employed and compensated by New Mexico State University whose primary employment duty is to raise funds to benefit New Mexico State University and whose fund-raising efforts are coordinated or directed through the Advancement Office of the New Mexico State University.

  • The term "officers" means all duly elected or appointed officers of the Board of Directors of the Foundation and all officers of New Mexico State University who conduct the business of the Foundation. 
  • The term "directors" means all members of the Board of Directors, including those members who are officers of the Board of Directors. 


Compliance with Laws
The Foundation shall conduct its activities in compliance with applicable laws and regulations. No director, officer or employee shall take any action on behalf of the Foundation that he or she knows violates any applicable law or regulation. Any director, officer or employee who needs assistance to understand his or her legal obligations should seek instruction or advice from the Chairman of the Board of Directors and such Chairman should seek instruction and advice from the Foundation's attorneys as needed.


Compliance with Accounting Procedures
All funds and other assets and all transactions of the Foundation shall be recorded in the appropriate books and records of the Foundation in conformity with generally accepted accounting principles. All payments of money, transfers of property, furnishing of services and other transactions shall be reflected and accounted for in the appropriate accounting and other records of the Foundation in sufficient detail to comply with generally accepted accounting principles. In the course of compliance with audits or investigations, directors, officers and employees are required to make full disclosure of all relevant information to, and otherwise cooperate with, internal and external auditors, the Foundation's legal counsel and the 

Foundation’s Board Audit Committee
Auditing Functions

a.  Engagement and Oversight of Independent Auditor.In addition to contracting for and receiving an independent audit of the Foundation's financial transactions each year, as required by the By-Laws of the Foundation, the Audit Committee of the Board of Directors shall be available generally to review audit decisions and provide oversight to achieve the independence of audit decisions. The Audit Committee shall meet at least annually with the independent auditor to review the independent audit of the Foundation. A portion of such meeting shall be an executive session attended only by the independent auditor and those Audit Committee members who are not employees.

b.  Independent Auditor Reports to Audit Committee.The Audit Committee shall require the independent auditor to report to the Audit Committee the following:

i.   All critical accounting policies and practices used by the Foundation that have been discussed with the officers and employees of the Foundation;

ii.  All alternative accounting treatments of financial information, the ramifications of such alternative treatments and the treatment preferred by the independent auditor; and

iii.  Material written communications between the independent auditor and the officers and employees of the Foundation (such as the management letter or schedule of unadjusted differences or similar communication).

c.   Non-Audit Services by Auditor.

The independent auditor shall perform only those non-audit services to the Foundation that have been approved in advance by the Audit Committee. Unless extenuating circumstances exist and the Audit Committee approves the work in advance, the independent auditor shall NOT perform the following non-audit services for the Foundation:

i.  Bookkeeping or other services related to the accounting records or financial statements;
ii. Financial system design and implementation;
iii. Appraisal or valuation services, fairness opinions, or contribution-in-kind reports;
iv.  Actuarial services;
v.  Internal auditing outsourcing services;
vi. Management or human resource functions;
vii. Broker or dealer, investment advisor, or investment banking services; and
viii.Legal expert services unrelated to any audit.

d.  Annual Evaluation.The Audit Committee shall evaluate annually the performance of the independent auditor and recommend to the Board of Directors any desired change in independent auditors or any desired rotation of independent auditor personnel responsible for auditing the Foundation.

Institutional Responsibility

a.  Disclosure to Directors, Officers and Employees.Each person offered a position as a director, officer or employee shall be given a copy of this Code of Conduct and agree to annually acknowledge compliance therewith.

b.  Audit Committee.   To assure the independence of the Audit Committee, no person who receives a salary, fee or other form of compensation from New Mexico State University or the Foundation shall be a voting member of the Audit Committee.

c.  Certification.   Each Annual Report of the Foundation must include a certification signed by the Chairman of the Board of Directors and the chair of the Audit Committee of the Board of Directors.

d.  Loans.   The Foundation will not extend personal loans to any director, officer or employee.

e.  Reporting Violations and Communicating Concerns.   In furtherance of the Foundation's commitment to ethical and legal behavior, all directors, officers and employees should report to the Foundation any violations of law or ethical standards so that they may be investigated and appropriately corrected or otherwise addressed. Directors, officers and employees should also report instances where the director, officer or employee suspects, but is not certain, that a violation has occurred. Reports concerning questionable accounting or auditing matters shall be made to the Chairman of the Board of Directors or the Chairperson of the Audit Committee of the Board of Directors. Reports with respect to other matters shall be made to the Chairman or Vice-Chairman of the Board of Directors. Promptly after receipt by the Chairman or Vice-Chairman, or the chairperson of the Audit Committee of a report concerning any actual or apparent violation of law or ethical standard or any questionable accounting or auditing matter, the recipient of such report shall document in writing the receipt and content of such report and confirm the accuracy thereof in writing with the person making such report. The Foundation will not retaliate or discriminate for any report made in good faith by any director, officer or employee.


Individual Responsibility

The Foundation is committed to honesty, integrity and ethical conduct in all aspects of its operations. The honesty, integrity and ethical conduct of the Foundation depends on the behavior of the directors, officers and employees of the Foundation. To serve as a decision-making compass, set out below are expectations for the ethical conduct and behavior of directors, officers and employees.

a.  In general, when acting for the benefit or on behalf of the Foundation:

      • Tell the truth and do not mislead. 
      • Keep one's promises. 
      • Deal fairly and ethically with everyone and afford respect to all. 

b.  Each individual has a responsibility not only to do the right thing but also to avoid behavior that can be perceived as failing to do the right thing.

c.  Each individual has a responsibility to act in the best interests of the Foundation and avoid the appearance of a conflict of interest.

d.  Each individual has a responsibility to uphold and promote the Foundation's commitment to provide a work environment free from harassment, intimidation and coercion based on or related to race, sex, religion, national origin, age, disability, or any other classification protected by law.

e.  Each individual has a responsibility to represent the Foundation with dignity and in a manner which promotes respect for the Foundation and other individuals.

f.  Each individual has a responsibility to hold in confidence all non-public information that, if disclosed, would be damaging to the best interests of the Foundation or donors to the Foundation.

g.  Each individual is encouraged to conduct himself or herself in a fashion that honors  the  principles for the benefit of donors to the Foundation  which are enumerated in the Donor Bill of Rights.


In accepting or continuing a position as a director, officer or employee of the New Mexico State University Foundation, I acknowledge and agree that I have received and read the Code of Conduct of the New Mexico State University Foundation.  I further acknowledge that I have read and understand all my obligations, duties, and responsibilities and will read and understand all my obligation, duties, and responsibilities under all future amendments and modifications to the Code of Conduct.


I certify that this is a true and correct statement.

 

NMSU CONFLICT OF INTEREST POLICY

Each director, officer and employee must avoid any conflict of interest between such director, officer and employee and the Foundation. A "conflict of interest" can occur when a person's personal interest is adverse to or may appear to be adverse to the interests of the Foundation as a whole. A conflict of interest also arises when a person, or a member of his or her immediate family (which shall include a person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone sharing such person's home) receives improper personal benefit as a result of his or her position as a director, officer or employee of the Foundation. Without attempting to describe all possible conflicts of interest which could develop, some common conflicts are as follows:

  • Relationship of Foundation with Third Parties. Directors, officers and employees may not engage in any conduct or activities which are inconsistent with the Foundation's best interests or that disrupt or impair the Foundation's relationship with any person or entity with which the Foundation has or proposes to enter into a business or contractual relationship.
  • Gifts. Directors, officers and employees and their families may not accept gifts from persons or entities who deal with the Foundation if any such gift has a value beyond what is normal and customary courtesy.
  • Personal Use of Foundation Assets. Directors, officers and employees may not use Foundation assets or information for personal use unless approved by the Audit Committee (in the instance of a director or officer) or by the  President of the Board of Directors (in the instance of an employee).

Any director or officer who has an interest in a contract, a non-passive investment or other transaction presented to the Board of Directors or a committee thereof for authorization, approval or ratification shall make a prompt and full disclosure of his or her interest to the Board of Directors or such committee prior to any action on such contract or transaction by the Board of Directors or such committee. Any individual who becomes aware of a potential conflict situation involving another director or officer is encouraged to bring such potential conflict to the attention of the Board of Directors (by communication to the Board in session or to a Board member) or the applicable committee (by communication to the chairperson or any other member of the committee), since conflicts of interest may arise in varied contexts and may not be understood as a conflict by the conflicted individual. The body to which such disclosure is made shall thereupon determine, by a vote of two-thirds of the members entitled to vote, whether the disclosure shows a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his or her personal influence on, nor participate in (other than to present factual information or to respond to questions) the discussions or deliberations with respect to such contract or transactions. Such person may be counted in determining whether a quorum is present.

Conflict of Interest Disclosure Form

 

STATEMENT OF UNDERSTANDING

Each Board member of the NMSU Foundation affirms the expectations outlined here and strives to perform accordingly.  We treat all Board members the same when it comes to these expectations.  As a member of the Board of Directors of the New Mexico State University Foundation, I am fully committed to the above stated mission of the Foundation.  


We clearly articulate these expectations during the recruitment process.  We accept the candidate as a nominee or appointee only after s/he has agreed to fulfill these expectations.  And, by accepting nomination or appointment, the individual confirms that this board service is one of his / her top volunteer and giving commitments.  


I understand that in accepting this position on the Foundation Board, my specific performance expectations are:

1.  I am responsible, with fellow directors, to act in a way that contributes to the effective operation of the Board – and work with fellow Board members and staff to assure that the Board functions well.  This includes – but is not necessarily limited to the following:

a.  Focus on the good of the NMSU Foundation, independent of personal agenda, self-interest, or the influence of others.
b.  Maintain confidentiality of committee, board, and Foundation work unless authorized otherwise.
c.  Support Board decisions once these are made.
d.  Participate in appraisal of own performance and the performance of the Board and its committees.
e.  Support the Foundation’s policies and procedures for conducting business.

2.  I take responsibility to learn as much as I can about New Mexico State University, including its unique nature as a Land Grant university, and the role of the Foundation – its function, policies, work, outreach, and vision for the future.  I will keep informed about the NMSU Foundation, its issues, and its connection to the community through active participation within the NMSU Foundation and outreach outside the Foundation and NMSU.

3.  I support the mission of the New Mexico State University Foundation and understand that through my efforts, I contribute to its health and vitality.  As appropriate, I will use personal and professional contacts and expertise to benefit the NMSU Foundation, without compromising ethics or trespassing on relationships.

4.  I will actively engage in both friendraising and fundraising in whatever ways are best suited for me and help support the charitable contributions operation of the NMSU Foundation.  Specifically:

a.  Reach into diverse communities and help identify and cultivate relationships to support the NMSU Foundation as donors, volunteers, and advocates.
b.  Give an annual financial contribution to the best of personal ability.  
c.  If NMSU Foundation launches a special campaign, I will give to that, too.
d.  Participate in fund development by taking on various tasks, including but not limited to individual solicitation, involvement in special events, and other activities deemed significant to support the Foundation.

5.  Believe in and be an active advocate and ambassador for the values, mission and vision of New Mexico State University Foundation.  

6.  Regularly attend Board and committee meetings.  Prepare for these meetings by reviewing materials and bringing the materials to meetings.  Use conversation as a core business practice, asking strategic questions and participating in dialogue.  I will be available for phone and/or electronic consultation, and serve on at least one committee.

7.  Be available to serve as a committee or task force chair or member.  Be a prepared and active participant.  

8.   I respect and honor our donors’ rights and will keep appropriate information confidential, and will sign and abide by the New Mexico State University Foundation Code of Conduct and Confidentiality Statement.  I will inform the Board of Directors of the NMSU Foundation of any potential conflicts of interest, whether real or perceived, and abide by the decision of the Board related to the situation.


9.  I commit to partner with all board members and, as a team, strive for the greatest success for the New Mexico State University Foundation.  I will respect the authority of the NMSU Foundation President and Advancement staff; and, adhere to the limitations of the Board, its committees and individual Board members.


10.   Agree to step down from Board position if unable to fulfill these expectations.
In accepting or continuing a position as a director, officer or employee of the New Mexico State University Foundation, I acknowledge and agree that I have received and read the Code of Conduct of the New Mexico State University Foundation.

In turn, the New Mexico State University Foundation will:

1. Provide timely, appropriate reports and information about our work, service and progress.
2. Provide appropriate support in every way.
3. Make Board meetings substantive and productive.
4. Encourage and support your leadership role.
5. Carry Director’s and Officer Liability Insurance coverage of at least $1,000,000 annual aggregate.

 

 

 

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