Kansas State University Foundation

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Governance Committee

Approval date 06/19/2017

Charter: The Policy on Standing Committees to the Board of Directors (“Board of Directors”) of the Kansas State University Foundation (“Foundation”) provides for the establishment of the Governance Committee.  The Governance Committee monitors the fiduciary responsibilities and other legal duties of the Foundation to see that they are met. In addition, the Committee identifies best practices for governance outlined for non-profit organizations and large university foundations to support the Foundation’s mission. The Committee oversees legal compliance and oversees the Foundation bylaws to see that they are maintained and followed and provides counsel to position the Foundation for ongoing and future success in accomplishing its mission and vision.

Functions: Governance, compliance, board committee structure

Composition: Minimum four at-large Board of Directors members
2-3 Board of Trustees members

The committee should include

  1. Legal Counsel (non-voting)
  2. Members should have governance or corporate experience


Board of Directors

  1. Review and take action on committee recommendations and actions.
  2. Approve committee composition and charter annually.

Committee members

  1. Oversee Foundation compliance with all applicable federal, state and local laws and regulations.
  2. Every two years review articles of incorporation, bylaws and other Foundation organizational documents. Recommend changes for action by the Board of Directors.
  3. Review new or revised policies brought forward by other board committees to ensure compliance with applicable laws and regulations and to determine impact/overlap with other board committee responsibilities.
  4. Every two years, review and recommend structure of board committees for action by the Board of Directors.
  5. Review Foundation policies brought forward by staff to ensure compliance.
  6. Review and approve the IRS 990 and 990T submission annually.
  7. Adopt and periodically review the charters which establish the following for the Kansas State University Foundation Defined Contribution Retirement Plan (“403b Plan)
    1. 403b Plan Administrator Committee
    2. 403b Plan Investment Committee
  8. Review and recommend Memorandum of Understanding (“MOU”) modifications presented by staff for action by the Board of Directors.
  9. Review and recommend Undesignated Bequest allocation recommendations presented by staff for action by the Board of Directors.
  10. Oversee management of conflicts of interest policy.
  11. Annually review the Related Organizations’ checklist to ensure proper governance of those entities.
  12. Implement and oversee Enterprise Risk Assessment.
  13. Review effectiveness of Performance Management.

Foundation staff

  1. Maintains compliance with all applicable federal, state and local laws and regulations. Provide updates to committee on compliance status including filings and notifications.
  2. Creates and manages system for periodic, ongoing review of pertinent Foundation policies by committee.
  3. Prepares IRS form 990 and 990T for review by committee.
  4. Performs fund analysis as needed and presents recommendations for MOU modification to committee.
  5. Create and manage system to ensure conflicts of interest, or the appearances thereof, are appropriately managed through disclosure, recusal and other means.
  6. Prepare and provide to the Committee a Related Organizations' checklist.

Support staff

  1. Sr. Vice-President Operations and Finance/CFO/C00
  2. Compliance Officer
  3. Foundation President/CEO
  4. Executive Assistant to Sr. VP Finance and Administration
  5. Other staff as needed

Meeting Schedule

Committee meets prior to all Board of Director meetings or quarterly.

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