Policies, Structure and By-Laws

Mission

The Audit Committee is appointed by, and responsible to, The Ferris Foundation Board of Directors to assume the primary responsibility for oversight of the financial reporting process, selection of the independent auditor, and receipt of audit results.

Responsibilities:

Board of Directors

1. Review and take action on committee recommendations and actions.
2. Approve committee composition and charter every two years or as needed.

Committee Members

1. Oversee the annual audit
2. Review the outside auditor’s qualifications, independence and performance
3. Review significant accounting and reporting developments and issues
4. Review the annual financial statements audited by the outside auditors
5. Review with the outside auditor any audit problems or difficulties and management’s response
6. Review and make recommendations to the Board with respect to retention of the independent auditor, and the audit functions
7. Annually review and make recommendations to the Finance and Accounting staff regarding the IRS 990 tax form
8. Provide input and pay attention to risk assessment and risk management, including internal controls
9. Review and recommend the annual budget, for The Ferris Foundation Office, for adoption to The Ferris Foundation Board
10. Review requests for use of the “Fund Balance” and make recommendations for its use. The “Fund Balance” is a line item on the annual budget set aside for special projects and expenses, i.e.; comprehensive campaign activity.
11. Review and make recommendations for revisions of the annual Conflict of Interest policy
12. Annually evaluate its work as a committee and the objectives it has committed itself to and report on it to the Board of Directors at the annual meeting.

Administration and Finance Staff

1. Provide information as requested by the Committee Chair
2. Support the Committee by providing financial information, audit information and any reports as needed

Membership, Structure and Quorum

1. The Audit Committee is a standing committee that meets two times per year in April and October.
   1. If there is any urgent business that needs to be conducted between meetings, a special meeting may be called.
   2. The Committee may be asked to vote via electronic ballot on urgent matters.
2. The Audit Committee shall consist of at least 4 but no more than 6 members, excluding ex officio members.
3. All members of the committee should be financially literate. At least one member should have an accounting background or related financial management experience. 
4. A quorum will consist of 51% of the members.
5. The committee chair shall be appointed by The Ferris Foundation Board of Directors at the annual meeting each year.
6. The executive director and associate director of The Ferris Foundation shall be non-voting, ex officio members of the committee.
7. The vice president for Administration and Finance and the associate vice president for Administration and Finance shall be non-voting, ex officio members of the committee.

Agenda, Minutes and Reports

1. The chair, in collaboration with the Finance Office, shall be responsible for establishing the agendas for meetings.
2. The agenda, together with relevant materials, shall be sent to committee members at least seven days in advance of the meeting.
3. Minutes for all meetings shall be drafted by the Recording Secretary, reviewed by the committee chair, and approved by committee members at the following meeting.

Review of Charter:  This charter will be reviewed and reassessed by the Audit Committee every other year.  Any proposed changes shall be submitted to the Board for approval. 

Mission

The Awards Committee is charged with selecting the most appropriate candidates for the faculty and staff merit grant awards and The Ferris Foundation Opportunity Scholarship awards given out by The Ferris Foundation. It strives to make these decisions on the basis of fair evaluation of the candidates’ proposal material or essay, in light of the stated criteria for receipt of the award in question.

Membership

Members of the Committee will be current Directors of The Ferris Foundation Board of Directors.  Additional members of the committee will be representatives from each of the colleges associated with Ferris State University and several departments on campus to ensure that the Committee is diverse and equitable.  The executive director and associate director are non-voting, ex officio members of this committee.

Responsibilities:

Board of Directors

1. Review and take action on committee recommendations and actions.
2. Approve committee composition and charter every two years or as needed.

Committee Members

1. Promote and market the merit grant awards within your college or department.
2. Act as the Committee liaison for your college or department.
3. Review and rank, via a rubric, the merit grant proposals presented to The Ferris Foundation Office.
4. Review and rank, via a rubric, the student essays presented to The Office of Scholarships and Financial Aid.
5. Attend a presentation of each merit grant submission and rank the presentation via the rubric.
6. Attend an interview with each of the student applicants. Rank the interview via a rubric.
7. Review and discuss the merit grant proposals and make a recommendation to The Ferris Foundation Board for awards.
8. Review and discuss the student applicants and make a recommendation to The Ferris Foundation Board for awards.
9. Annually review the rubric’s, the scholarship criteria, the merit grant proposal form and the awarding process.
10. This Committee will annually review its objectives and any proposed changes will be submitted to The Ferris Foundation Board.

Foundation Staff

1. Assist the Chair with preparing the information necessary for the Committee to review, rank and award
2. Assist the Chair with making award announcements

Structure and Quorum

1. The Awards Committee is a standing committee that meets in March to make merit grant awards, in April to make scholarship awards and in September to review the documents associated with the awarding process.
   1. If there is any urgent business that needs to be conducted between meetings, a special meeting may be called.
   2. The Committee may be asked to vote via electronic ballot on urgent matters.
2. The Awards Committee shall consist of at least five Foundation Directors, excluding ex-officio members
3. A quorum will consist of 51% of the members.
4. The committee chair shall be appointed by The Ferris Foundation Board of Directors at the annual meeting each year.

Agenda, Minutes and Reports

1. The Chair, with the assistance of the Foundation Office will prepare the necessary documents for the Committee to review and rank proposals and scholarship essays. No agenda is required for the March and April meetings.
2. The minutes of these meetings are not required. Minutes are taken at the September meeting to ensure that proper steps for updates are followed.
3. Minutes are prepared by the Recording Secretary, reviewed by the Chair and distributed to the Committee

Review of Charter:  This charter will be reviewed and reassessed by the Awards Committee every other year.  Any proposed changes shall be submitted to the Board for approval.

Mission

The mission of the Committee on Directors is to assist the Board of Directors of The Ferris Foundation in fulfilling the Board’s oversight responsibilities with respect to:

• Board organization, membership composition and function, including the recruitment and nomination of Board Members
• Board standing committee structure, membership and function
• Board director annual performance evaluation
• Board director term limits and emeriti status

Authorization and Limitations of Power

The Committee on Directors is established by the Bylaws and has no power or authority to act on behalf of the full board. The Committee on Directors will abide by the provisions in the Bylaws that pertain to the meetings and actions of the Board.

Responsibilities:

Board of Directors

1. Review and take action on committee recommendations and actions.
2. Approve committee composition and charter every two years or as needed.

Committee Members

1. The Committee shall have direct access to, and complete and open communication with, the executive director and associate director.
2. Advise the Board about strategies that strive to increase individual Board Director effectiveness and their abilities to work collaboratively with their peers.
3. Devise and make recommendations for policies on issues related to Board Director service.
4. Review the individual Board Directors at the end of each of their board terms as part of the re-election process to ensure that they continue to have the appropriate skills and engagement level to continue serving on the Board.
5. Lead and facilitate periodic board director self-assessments to ensure superior board performance and overall trust in effectiveness.
6. Evaluate the Board’s current composition and identify the current and future needs of the organization to ensure that the Board has the necessary diversity, perspectives, experience, skills, maturity and judgment to effectively pursue their duties in planning and oversight.
7. Make recommendations to the Board about the criteria and qualifications that they deem appropriate for election as Board Directors.
8. Recruit, identify and interview candidates for potential Board Directors that meet the identified criteria for election to the Board.
9. Make nominations to the Board for qualified individuals as Board Directors.
10. Develop and conduct an orientation process for newly appointed Board Directors and provide ongoing board training and development.
11. Maintain an officer succession plan of high-performing board directors to serve as chair, chair-elect, and secretary
12. Make recommendations to the Board of directors to serve as Committee Chair and committee members.
13. Make recommendations to the Board about the criteria and qualifications that they deem appropriate for election of Emeriti Directors
14. Make nominations to the Board of directors to serve as Emeriti Directors
15. The Committee shall review and assess its performance annually and report the results to the Board.

Foundation Staff

1. Assist the Committee with identification of, and recruitment of new directors
2. Assist the Committee with reviewing each Director on an annual basis

Membership, Structure and Quorum

1. The Committee on Directors is a standing committee that meets quarterly
   1. If there is any urgent business that needs to be conducted between meetings, a special meeting may be called.
   2. The Committee may be asked to vote via electronic ballot on urgent matters.
2. The Committee on Directors shall consist of at least five but no more than nine members, excluding ex officio members.
3. The Chair-elect of the Board will serve as the Chair of the Committee on Directors and as a liaison to the Executive Committee.
4. A quorum will consist of 51% of the members.
5. The executive director and associate director of The Ferris Foundation shall be non-voting, ex officio members of the committee.
6. The Chair, or representative, of each of the standing Committees will serve as members.
7. The Vice President for University Advancement and Marketing is a guest attendee on this Committee
8. Select University officials, up to three, will be members of this Committee. The University officials would be individuals at the level of Dean, Associate Vice President or Vice President.

Agenda, Minutes and Reports

1. The chair, in collaboration with the Foundation Office, shall be responsible for establishing the agendas for meetings.
2. The agenda, together with relevant materials, shall be sent to committee members at least seven days in advance of the meeting.
3. Minutes for all meetings shall be drafted by the Recording Secretary, reviewed by the committee chair, and approved by committee members at the following meeting.

Review of Charter:  This charter will be reviewed and reassessed by the Committee on Directors every other year.  Any proposed changes shall be submitted to the Board for approval.

Mission:  To support and advance the mission and vision of Ferris State University and support the advancement of Ferris’ philanthropic agenda by working in consultation with the Advancement Office.

The Development Committee is appointed by and responsible to the Board of Directors to assume the primary responsibility for guiding the fundraising efforts of the organization. 

Responsibilities:

Board of Directors

1. Review and act on Committee recommendations and actions
2. Approve Development Committee composition and charter every two years

Committee Members

1. Engage with Advancement staff to contribute to the development and implementation of Ferris’ fundraising priorities including annual, major, and planned gifts. Establish Foundation Board goals on an annual basis and review quarterly.
2. Support the activities of event fundraising.
3. Develop a plan for involving Board members in the fundraising activities of Ferris State University with a goal of 100% Board participation.
4. Arranges fundraising training for the board as needed.
5. Reinforces the commitment of every board member to contribute as appropriate
6. Provide input and assistance to advancement staff to develop and implement strategies that identify and engage individuals and organizations with the influence and resources capable of advancing Ferris’ philanthropic agenda.
7. In conjunction with the Advancement staff, investigate new fundraising projects, activities, and

Foundation Staff

1. Create and manage the programs and activities that comprise a comprehensive development plan
2. Develop and manage significant opportunities for volunteer engagement.
3. Prepare new or revised policies related to development of volunteer engagement for review and action by the Committee.
4. Prepare quarterly progress reports for presentation to the Development Committee which will include solutions for challenges experienced.
5. Develop systems and processes to implement approved policies and procedures.

Membership/Structure/Quorum

1. The Development Committee is a standing committee that meets four times per year in February, April, August and October.
   1. If there is urgent business to be conducted between meetings, a special meeting may be called.
   2. The Committee may be asked to vote via electronic ballot on urgent matters.
2. The Development Committee shall consist of at least five (5) but no more than 15 members, excluding ex officio members.
3. A quorum will consist of 51% of the members.
4. The committee Chair shall be appointed by The Ferris Foundation Board of Directors at the Annual meeting each year.
5. The executive director and associate director of The Ferris Foundation shall be non-voting, ex officio members of the Committee.
6. The vice president for University Advancement and Marketing and the Director of Advancement – Major Gifts will be guest attendees of the meetings. Additional advancement staff may be guests as required by the agenda.

Agenda, Minutes and Reports

1. The chair, in collaboration with the Foundation Office shall be responsible for establishing the agendas for meetings.
2. The agenda, together with relevant materials, shall be sent to committee members at least seven days in advance of the meeting.
3. Minutes for all meetings shall be drafted by the Recording Secretary, reviewed by the committee chair, and approved by committee members at the following meeting.

Review of Charter:  This charter will be reviewed by the Development Committee every other year.  Any proposed changes shall be submitted to the Board for approval.

Mission

1. The Executive Committee will act on behalf of The Ferris Foundation Board of Directors to provide strategic planning and decision-making and act as the steering committee.
2. The Executive Committee will prioritize issues for the Board to address.
3. In conjunction with the advancement office, ensure that The Ferris Foundation Board is continuing to stay focused on its mission; The mission of The Ferris Foundation is to advance the mission and goals of Ferris State University by generating and managing private support for the University.

Authorization and Limitations of Power

The Executive Committee is established by the Bylaws and has limited power and authority to act on behalf of the full board. The Executive Committee will abide by the provisions in the Bylaws that pertain to the meetings and actions of the Board.

Responsibilities:

Board of Directors

1. Review and take action on committee recommendations and actions.
2. Approve committee composition and charter every two years or as needed.

Committee Members

1. The Committee shall have direct access to, and complete and open communication with, the executive director and associate director.
2. Act as an advisory Committee for the executive and associate directors
3. Advise the Board about operational strategies including relevant amendments to the Foundation’s bylaws to strengthen the organization and empower the Board in meeting its obligations related to good governance principles and abide by the Foundation’s mission.

1. Devise and make recommendations for policies that reflect best practices for overall good governance.
2. Lead and facilitate periodic Board self-assessments to ensure superior board performance and overall trust in effectiveness

1. Review and approve agendas for Board of Directors meetings
2. Responsible for forming and sunsetting any task forces or ad hoc committees
3. The Committee shall review and assess its performance annually and report the results to the Board.

Foundation Staff

1. Assist the Committee with policy review and amendments
2. Assist the Committee Chair in the creation of policies and procedures regarding good Board governance
3. Assist the Committee with Board meeting agendas

Membership, Structure and Quorum

1. The Executive Committee is a standing committee that meets twice per year before each of the full Board of Director meetings
   1. If there is any urgent business that needs to be conducted between meetings, a special meeting may be called.
   2. The Committee may be asked to vote via electronic ballot on urgent matters.
2. The Executive Committee shall consist of the Chair of the Board, the Chair-elect, Secretary, Treasurer and the current past-chair.
3. The executive director and associate director are non-voting, ex officio members of the Committee.
4. The University president and the Vice President for University Advancement and Marketing are guest attendees of this Committee.
5. A quorum will consist of 51% of the members.
6. The committee chair shall be appointed by The Ferris Foundation Board of Directors at the annual meeting each year.

Agenda, Minutes and Reports

1. The chair, in collaboration with the Foundation Office, shall be responsible for establishing the agendas for meetings.
2. The agenda, together with relevant materials, shall be sent to committee members at least seven days in advance of the meeting.
3. Minutes for all meetings shall be drafted by the Recording Secretary, reviewed by the committee chair, and approved by committee members at the following meeting.

Review of Charter:  This charter will be reviewed and reassessed by the Executive Committee every other year.  Any proposed changes shall be submitted to the Board for approval.

Mission

The Investment Committee is appointed by and responsible to The Ferris Foundation Board for monitoring the overall investment policies of The Ferris Foundation for establishing investment guidelines in furtherance of those policies

Advisors

Investment Managers (advisors) are bound by the contract signed by Ferris State University and the firm they represent.

Conflict of Interest

Committee members have a paramount obligation to make all decisions affecting that program solely on the basis of the Foundation’s best interests.  This requires that they be alert to situations in which a conflict or potential conflict of interest could arise and apply the strictest ethical standards in determining whether such a conflict exists. Committee members are bound by the Foundation’s Conflict of Interest Policy.

Responsibilities:

Board of Directors

1. Review and take-action on committee recommendations and actions.
2. Approve committee composition and charter every two years or as needed.

Committee Members

1. Set investment policies and guidelines, including policies and guidelines regarding asset classes, and asset allocation ranges for the Foundation’s assets
2. Approve the investment strategy and selection of investment managers, custodian, consultants and other investment professionals as appropriate.
3. Monitor the performance of the Foundation’s investment assets, including authorizing the reallocation of monies between investment managers when necessary and appropriate
4. Annually review all investment and cash management policies
5. Monitor the management of the funds by reviewing reports from investment managers.
6. Evaluate investment performance of the fund based on a comparison of actual returns with the benchmarks. The evaluation will take into account compliance with investment policies and guidelines.
7. Review and evaluate the performance of individual investment managers and external investment consultants.
8. Based on such evaluations, recommend to the full Board the retention or termination of investment managers or the external investment consultant as necessary and appropriate.
9. Report to the Board twice a year on Committee findings and recommendations

Administration and Finance Staff

1. Provide information as requested by the Committee Chair
2. Support the Committee by providing financial information and any reports as needed
3. As provided in the Investment Policy, make urgent decisions regarding investments between meetings and providing the information to the Committee immediately.

Membership, Structure and Quorum

1. The Investment Committee is a standing committee that meets four times per year in February, April, August and October.
   1. If there is any urgent business that needs to be conducted between meetings, a special meeting may be called.
   2. The Committee may be asked to vote via electronic ballot on urgent matters.
2. The Investment Committee shall consist of at least five but no more than nine members, excluding ex officio members.
3. A quorum will consist of 51% of the members.
4. The committee chair shall be appointed by The Ferris Foundation Board of Directors at the annual meeting each year.
5. The vice-president for administration and finance, the associate vice president for finance and the executive director and associate director of The Ferris Foundation shall be non-voting, ex officio members of the committee.

Agenda, Minutes and Reports

1. The chair, in collaboration with the Finance Office, shall be responsible for establishing the agendas for meetings.
2. The agenda, together with relevant materials, shall be sent to committee members at least seven days in advance of the meeting.
3. Minutes for all meetings shall be drafted by the Recording Secretary, reviewed by the committee chair, and approved by committee members at the following meeting.

Review of Charter:  This charter will be reviewed and reassessed by the Investment Committee every other year.  Any proposed changes shall be submitted to the Board for approval.