Agreement

Memorandum of Agreement Between New River Community and Technical College and New River Community and Technical College Foundation

This agreement, entered into as of this 1st day of July, 2007, by and between New River Community and Technical College [hereinafter referred to as New River and/or the College] and the New River Community and Technical College Foundation [hereinafter referred to as the Foundation].

Whereas: The Greenbrier Community College Foundation was re-organized and re-named as the Foundation in 2007 for the purpose of stimulating voluntary private support from alumni, parents, friends, corporations, foundations, and others for the benefit of New River.

Whereas: The Greenbrier Community College Foundation was created to promote the renovation of Greenbrier Hall located on the Lewisburg campus of New River and then expanded to raise and manage private resources supporting the mission and priorities of Greenbrier Center, and provide opportunities for students and a margin of institutional excellence unavailable with state funds.

The Foundation is now dedicated to assisting all New River campuses in the building of endowments and in addressing, through financial support, the long-term academic, facilities, operations, and other priorities of the College.

As stated in its Articles of Incorporation, the Foundation is a separately incorporated 501(c)(3) organization and is responsible for identifying and nurturing relationships with potential donors and other friends of New River; soliciting cash, securities, real and intellectual property, and other resources for the support of New River; and acknowledging and stewarding such gifts in accordance with donor intent and its fiduciary responsibilities.

In consideration of the mutual commitments herein contained, and other good and valuable consideration, receipt of which is hereby acknowledged , the parties agree as follows:

Use of Name, Seal and Logo

Consistent with its mission to help advance the plans and objectives of the College, the Foundation is granted the use of the name, New River Community and Technical College Foundation; however, the Foundation will operate under its own seal and logo-type and may additionally use the College seal or other identifying marks in the promotion of its business and activities.

Governance

The Board of Governors of New River Community and Technical College is responsible for overseeing the mission, leadership, and operations of the College.
The Board of Governors is responsible for setting priorities and long-term plans for the College.
The Board of Governors is legally responsible for the performance and oversight of all aspects of the College.
The Board of Governors is responsible for the employment, compensation, and evaluation of all College employees including the President.

Foundations Relationship to the Institution

The New River Community and Technical College Foundation is a separately incorporated 501(c)(3) non-profit organization created to raise, manage, distribute, and steward private resources to support the mission of the College.
The Foundations Board of Directors is responsible for the control and management of all assets of the Foundation, including the prudent management of all gifts consistent with donor intent.
The Foundation is responsible for the performance and oversight of all aspects of its operations based on a comprehensive set of bylaws that clearly address the boards fiduciary responsibilities, including expectations of individual board members based upon ethical guidelines and policies.
The Foundation is responsible for the compensation of its employees and may enter into a contractual agreement with the College for payroll services.
The Foundation may earmark a portion of its unrestricted funds to a discretionary fund for the President of the College and will either transfer a percentage of those funds annually to the institution in compliance with state law and policies or reimburse appropriate presidential expenditures.

The Colleges Relationship to the Foundation

The College President is responsible for communicating New Rivers priorities and long-term plans, as approved by the Board of Governors to the Foundation.
New River recognizes that the Foundation is a private corporation with the authority to keep all records and data confidential consistent with the law.
The Director of the Foundation may be included as a member of the Colleges senior administrative team.
The Director of the Foundation may also serve the College as the Director of Institutional Advancement.

New River shall include the Foundation as an active and prominent participant in the strategic planning of the College.
The President of New River shall serve as an ex-officio member of the Foundation Board and may assume a prominent role in fund-raising activities.
In consideration for Foundation services, New River will provide the Foundation in-kind support including office space, technology and staff services when special programs or events demand such measures.
New River shall establish and enforce policies that support the Foundations ability to respect the privacy and confidentiality of donor records.

Foundation Responsibilities

Fund-Raising

The Foundation shall create an environment conducive to increasing levels of private support for the mission and priorities of New River.
The Foundation, in consultation with the College President, is responsible for planning and executing comprehensive fund-raising and donor-acquisition programs in support of the Colleges mission. These programs include annual giving, major gifts, planned gifts, special projects, and capital campaigns as appropriate.
The Foundation will establish, adhere to, and periodically assess its gift- management and acceptance policies. It will promptly acknowledge and issue receipts for all gifts on behalf of the Foundation and the College and provide appropriate recognition and stewardship of such gifts.
New River recognizes that the Foundation bears major responsibility for fund-raising. College representatives will coordinate fund-raising initiatives including major gifts solicitations with the Foundation.
The College President will work in conjunction with the leadership of the Foundation Board and the Foundation Director to identify, cultivate, and solicit prospects for private gifts.
The Foundation shall not accept grants from state or federal agencies, except in special circumstances that are approved by the Foundation Board of Directors and the College Board of Governors.
The Foundation shall establish and enforce policies to protect donor confidentiality and rights.

Asset Management

The Foundation will establish asset-allocation, disbursement, and spending policies that adhere to applicable federal and state laws including the Uniform Prudent Investor Act (UPIA) and the Uniform Management of Institutional Funds Act (UMIFA).
The Foundation may receive, hold, manage, invest, and disperse contributions of cash, securities, patents, copyrights, and other forms of property, including immediately vesting gifts and deferred gifts that are contributed in the form of planned and deferred-gift instruments.
The Foundation will engage an independent accounting firm annually to conduct an audit of the Foundations financial and operational records and will provide New River with a copy of the annual audited financial statements, including management letters.

Institutional Flexibility

The Foundation may explore current opportunities including acquisition and management of real estate on behalf of New River for future allocation, transfer or use.
The Foundation may serve as an instrument for entrepreneurial activities for the College and engage in such activities as purchasing, developing, or managing real estate for College expansion, student housing, recreational purposes, community activities and/or retirement communities. It also may hold licensing agreements and other forms of intellectual property, borrow or guarantee debt issued by their parties, or engage in other activities to increase Foundation revenue.
When distributing gift funds to New River, the Foundation will disclose any terms, conditions, or limitations imposed by donor or legal determination on the gift. New River will abide by such restrictions and provide appropriate documentation.

Transfer of Funds

The Foundation is the primary depository of private gifts and will transfer funds to the designated entity within the institution in compliance with applicable laws, appropriate College policies, and gift agreements.
The Foundations disbursements on behalf of the College must be reasonable business expenses that support the institution, are consistent with donor intent, and do not conflict with the law.

Foundation Funding and Administration

The Foundation is responsible for establishing a financial plan to underwrite the cost of Foundation programs, operations, and services.
The Foundation has the right to use a reasonable percentage of the annual unrestricted funds, assess fees for services, or impose gift expenses, to support its operations.
The Foundation shall maintain copies of the plans, budgets, and donor and alumni records developed in connection with the performance of its obligations.
The Foundation will provide access to data and records to the College on a need-to-know basis in accordance with applicable laws, Foundation policies, and guidelines. The Foundation will provide copies of its annual report, and other information that may be publicly released.

Terms

This Memorandum of Agreement, made this 1st day of July, 2007, by and between the Boards of New River Community and Technical College and the New River Community and Technical College Foundation.

To ensure effective achievement of the items of the agreement, the College and Foundation officers and board representatives shall hold periodic meetings to foster and maintain productive relationships and to ensure open and continuing communications and alignment of priorities.

Either party may, upon 90 days prior written notice to the other, terminate this agreement. Notwithstanding the foregoing, either party may terminate this MOA in the event the other party defaults in the performance of its obligations and fails to cure the default within a reasonable time after receiving written notice.

Should the College choose to terminate this agreement, the Foundation may require the College to pay, within 180 days of written notice, all debt incurred by the Foundation on the Colleges behalf including, but not limited to, lease payments, advance funds, and funds borrowed for specific initiatives. Should the Foundation choose to terminate this agreement, the College may require the Foundation to pay debt it holds on behalf of the Foundation in like manner.

Consistent with provisions appearing in the Foundations bylaws and its articles of incorporation, should the Foundation cease to exist or cease to be an Internal Revenue Code 501(c)(3) organization, the Foundation will transfer its assets and property to the college in accordance with the law, donor intent and the desires of the college.

IN WITNES THEREOF, the parties have caused this Memorandum of Agreement to be executed by their duly authorized officers as of the day and date first above written.