University Enterprises University Enterprises Corporation at CSUSB Corporation at CSUSB

“UEC”“UEC”

Orientation for NewBoard Members

Sept 2014Sept 2014

CSU Auxiliary OrganizationCSU Auxiliary Organization

A non-profit organizationA non-profit organization Conducts activities essential to the campusConducts activities essential to the campus Meets requirements of CSU Board of TrusteesMeets requirements of CSU Board of Trustees

Sept 2014Sept 2014

CSU Auxiliary OrganizationCSU Auxiliary Organization

Administered within the following hierarchy:Administered within the following hierarchy: California Statutes (Gov. Code and Ed. Code)California Statutes (Gov. Code and Ed. Code) Trustee Regulations (Title 5)Trustee Regulations (Title 5) Standing BOT OrdersStanding BOT Orders Trustee ResolutionsTrustee Resolutions Executive Orders of the ChancellorExecutive Orders of the Chancellor Procedural Directives from Chancellor’s OfficeProcedural Directives from Chancellor’s Office CSUSB Policies and RegulationsCSUSB Policies and Regulations UEC Policies and RegulationsUEC Policies and Regulations

Sept 2014Sept 2014

CSU Auxiliary OrganizationCSU Auxiliary Organization

Operations are carried out under the direction of Operations are carried out under the direction of the governing board (Board of Directors) of the the governing board (Board of Directors) of the organization and its management structureorganization and its management structure

The Board of Directors has responsibility for The Board of Directors has responsibility for ensuring that the organization meets all state ensuring that the organization meets all state requirements as articulated by:requirements as articulated by:

- CSU Board of Trustees (“BOT”)- CSU Board of Trustees (“BOT”)

- Chancellor’s Office- Chancellor’s Office

- Campus Administration- Campus Administration

Sept 2014Sept 2014

CSU Auxiliary OrganizationCSU Auxiliary Organization Title 5, provides that the CSU BOT have overall Title 5, provides that the CSU BOT have overall

responsibility for administering activities of the responsibility for administering activities of the CSUCSU

The President of CSUSB is directly responsible by The President of CSUSB is directly responsible by state statute for ascertaining that all state statute for ascertaining that all expenditures by auxiliary organizations are in expenditures by auxiliary organizations are in accordance with policies of the Trusteesaccordance with policies of the Trustees

The Chancellor requires the President to The Chancellor requires the President to designate a campus officer responsible for certain designate a campus officer responsible for certain duties that, in part, involve auxiliary duties that, in part, involve auxiliary organizations. That designee is the VP organizations. That designee is the VP Administration & FinanceAdministration & Finance

Sept 2014Sept 2014

CSU Auxiliary OrganizationCSU Auxiliary Organization Composition of the Board of Directors must Composition of the Board of Directors must

consist of the following voting membership:consist of the following voting membership:

- Administration and Staff, Faculty, Non-- Administration and Staff, Faculty, Non- campus personnel, and Students campus personnel, and Students

Each member of the Board must serve on one or Each member of the Board must serve on one or more Subcommittees: Audit, Commercial, more Subcommittees: Audit, Commercial, Executive, Sponsored ProgramsExecutive, Sponsored Programs

The CSU BOT determines what functions are The CSU BOT determines what functions are appropriate for auxiliary organizations to performappropriate for auxiliary organizations to perform

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UECUEC

UEC has been formed as a separate legal entity UEC has been formed as a separate legal entity under California Corporation law. It is authorized under California Corporation law. It is authorized to function as an auxiliary under the Education to function as an auxiliary under the Education Code and CSU Regulations and Policy. UEC is not Code and CSU Regulations and Policy. UEC is not a campus department although we have a a campus department although we have a relationship with CSUSB under law, regulations, relationship with CSUSB under law, regulations, policies and by agreements.policies and by agreements.

Sept 2014Sept 2014

UECUEC

Board Role and ResponsibilitiesBoard Role and Responsibilities Organizational Governance Organizational Governance

- Authority- Authority- Accountability- Accountability

Key Roles of the BoardKey Roles of the Board- Oversight- Oversight- Approve annual budget- Approve annual budget- Oversee financial management- Oversee financial management- Approve programs/services- Approve programs/services- Minimize exposure to risk- Minimize exposure to risk

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UECUEC

Board Role and Responsibilities (continued); Board Role and Responsibilities (continued); Participate in governance of UECParticipate in governance of UEC Work on committeesWork on committees Serve as a UEC ambassador in the campus Serve as a UEC ambassador in the campus

communitycommunity Act as a resource to UECAct as a resource to UEC

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UECUEC

Individual Board Member ResponsibilitiesIndividual Board Member Responsibilities Act in Accordance with Legal Standards for Non-Act in Accordance with Legal Standards for Non-

ProfitsProfits- Duty of Care:- Duty of Care:

-Stay informed, competence -Stay informed, competence expected, expected, exercise reasonable care exercise reasonable care

- Duty of Loyalty:- Duty of Loyalty:-Undivided allegiance; act in best -Undivided allegiance; act in best interests of UEC interests of UEC

- Duty of Obedience:- Duty of Obedience: – –Remain faithful to mission of UECRemain faithful to mission of UEC

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UECUEC

Conflict of Interest RegulationsConflict of Interest Regulations• Subject to provisions of Nonprofit Corporation Subject to provisions of Nonprofit Corporation

LawLaw• Subject to standards in the California Education Subject to standards in the California Education

Code for Auxiliary Governing bodiesCode for Auxiliary Governing bodies Annual Conflict of Interest disclosureAnnual Conflict of Interest disclosure

Sept 2014Sept 2014

UECUECCurrent Programs and Services of UECCurrent Programs and Services of UEC

Enterprise OperationsEnterprise Operations- - BookstoreBookstore- Dining Services- Dining Services- Convenience Stores- Convenience Stores- Vending- Vending- Beverage Pouring Rights Contracts- Beverage Pouring Rights Contracts

Sponsored & Other ProgramsSponsored & Other Programs- Grantee - Research/Sponsored Programs- Grantee - Research/Sponsored Programs- Fiscal management of Children’s Center- Fiscal management of Children’s Center and Infant Toddler Lab Schooland Infant Toddler Lab School

Sept 2014Sept 2014

UECUEC

Written Agreements are required to Use Campus Written Agreements are required to Use Campus (State) Facilities(State) Facilities

• Operating AgreementsOperating Agreements• Ground LeasesGround Leases

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UECUECBoard of Directors Recommended Reading ListBoard of Directors Recommended Reading List

Current Financial StatementsCurrent Financial Statements Articles of IncorporationArticles of Incorporation BylawsBylaws Audited Financial Statement for the Year Ended Audited Financial Statement for the Year Ended

June 30, 2014June 30, 2014 Form 990 for the Year Ended June 30, 2013Form 990 for the Year Ended June 30, 2013 AOA Roles & Responsibilities of Auxiliary AOA Roles & Responsibilities of Auxiliary

Governing BoardsGoverning Boards Compilation of Policy & Procedures for CSU Compilation of Policy & Procedures for CSU

Auxiliary OrganizationsAuxiliary Organizations Conflict of Interest DisclosureConflict of Interest Disclosure

Sept 2014Sept 2014

UECUECAbout the Board:About the Board:

Board Officers – Chair: Dr. Ed Teyber, Vice Chair: Board Officers – Chair: Dr. Ed Teyber, Vice Chair: Lois Carson, Secretary/Treasurer: Dr. Doug FreerLois Carson, Secretary/Treasurer: Dr. Doug Freer

Board ConsultantsBoard Consultants - CPA/Auditor: Rogers, Anderson, Malody & Scott - CPA/Auditor: Rogers, Anderson, Malody & Scott

Terry P. Shea, CPA – 909-824-6736Terry P. Shea, CPA – 909-824-6736 - Insurance Broker: Alliant Insurance- Insurance Broker: Alliant Insurance

Dan Howell – 415-403-1426Dan Howell – 415-403-1426 -- Legal Counsel: John Jay, Esq. (949-375-0441) for Legal Counsel: John Jay, Esq. (949-375-0441) for corporate matters and Richard Bromley, Esq. (213) 629-corporate matters and Richard Bromley, Esq. (213) 629-6135 for labor law matters.6135 for labor law matters.

Sept 2014Sept 2014

UECUEC

Staff Contacts:Staff Contacts:

- Deborah Burns, Executive Director- Deborah Burns, Executive Director

dburns@csusb.edu or 909-537-3939 or 909-537-3939

- Cara Pham, Administrative Support- Cara Pham, Administrative Support

cpham@csusb.edu or 909-537-3937 or 909-537-3937

Sept 2014Sept 2014