For any entity organized separately from the institution and formed primarily for the purpose of supporting the institution or its programs: (1) the legal authority and operating control of the institution is clearly defined with respect to that entity; (2) the relationship of that entity to the institution  and the extent of any liability arising out of that relationship is clearly described in a formal, written manner; and (3) the institution demonstrates that (a) the chief executive officer controls any fund-raising activities of that entity or (b) the fund-raising activities of that entity are defined in a formal, written manner which assures that those activities further the mission of the institution.


Judgment of ComplianceIn compliance

Narrative

East Carolina University (hereafter, ECU, the university, or the institution), has formal operating agreements that clearly define the relationship between it and its five affiliated foundations. Written operating agreements formally describe restrictions and liabilities associated with these relationships. The relationship with each affiliated foundation is consistent with and further supports the institution’s mission.

The institution’s five affiliated nonprofit entities are: the East Carolina University Alumni Association, the East Carolina University Foundation, the East Carolina University Medical & Health Sciences Foundation, the East Carolina University Educational Foundation (Pirate Club), and the East Carolina University Real Estate Foundation. In addition to operating agreements, the bylaws of each entity outline its purpose and relationship with East Carolina University.  As shown in the organizational chart, the Division of University Advancement ensures that the work of all foundations furthers the mission of the institution.

East Carolina Alumni Association

Clearly defined legal authority and operating control

According to Article II, Section 1 of the Bylaws of ECU Alumni Association, the mission of the East Carolina University Alumni Association is to inform, involve, and serve members of the ECU family throughout their lifelong relationship with the university.  Section 3.6 of the Operating Agreement with the ECU Alumni Association states that the “Association agrees to cooperate with the Chancellor and/or the Chancellor’s designee to allow University to monitor the relationships between University and Association.”

Furthermore, Section 9.0 states that “both University and Association agree to comply with the policies and regulations of the University of North Carolina Board of Governors, the East Carolina University Board of Trustees, the President of the University of North Carolina and the Chancellor pertaining to the relationship between University and associated entities, including amendments thereto.”

Liability

The Operating Agreement with the ECU Alumni Association effectively manages university liability associated with the Alumni Association’s activities. Section 9 (Compliance with UNC and University policies and regulations and Association Bylaws), Section 12 (Indemnification), Section 13 (Term and Termination), Section 14 (Dissolution), and Section 15 (Compliance with Applicable Law and Non-Discrimination) detail compliance, indemnification, terms and termination, and dissolution requirements for the Association. Section 12 states, “Association shall indemnify and hold harmless University, its governing board, officers, employees, agents, and students in their official and personal capacities, from and against any and all claim, damage, liability, expense, demands, and judgments, including court costs and attorney’s fees, arising out of Association’s performance of this Agreement to the extent any such claim, damage, liability, injury, expense, demand or judgment is caused by the Association or any University employee acting at the direction of the Association Board or the Chair of the Association Board. This provision shall continue beyond termination of this Agreement.”

Fund-raising activities

The relationship regarding fund-raising activities between the university and the East Carolina University Alumni Association is also detailed in the Operating Agreement with the ECU Alumni Association. Section 1.0 details the purpose of the Alumni Association and its fund- raising activities. These activities include:
“1.1 Association’s sole purpose is to provide support to University, including its associated entities. In accordance with Association’s governing documents, that support includes, but is not limited to:

1.1.1           Raising, receiving, investing, and administering funds for University to use for its charitable, scientific, and educational purposes;

1.1.2           Assisting the Office of University Advancement in its fundraising, marketing, public relations and alumni outreach activities and development programs with individuals, corporations, Associations, and other organizations;

1.1.3           Soliciting funds for student scholarships, faculty support, facilities, programs, and supporting other educational, research, cultural, scientific, public service, charitable activities and lawful purposes of University;

1.1.4           Promoting the welfare and future development of the University;

1.1.5           Other designated activities that are in furtherance of the mission of University.”


Section 7.0 of the Operating Agreement with the ECU Alumni Association
further outlines the Association’s relationship with the university, requiring the Alumni Association to submit a full and complete annual audit of its finances and operations, and states that the Alumni Association agrees to allow the chancellor, the chair of the East Carolina University Board of Trustees, or the chair’s or the chancellor’s designee to inspect and audit all Association books and records, and “to provide timely such other reports of and information on its financial status and operations as required by the Chancellor."

According to Article VI, Section 2.B.1 of the Bylaws of the ECU Alumni Association, the Alumni Association’s president/chief executive officer is selected and appointed by the university’s chancellor and he/she serves with full voting rights and privileges as a member of the association’s Board of DirectorsArticle VI, Section 2.D of the Bylaws of the ECU Alumni Association establishes the university’s chancellor, the president of the Student Government Association, and the vice chancellor for university advancement as ex-officio members of the Alumni Association’s Board of Directors.

East Carolina University Foundation

Clearly defined legal authority and operating control

The Articles of Incorporation for the ECU Foundation state that the “purpose for which the corporation is organized are to aid, strengthen and further in every proper and useful way the work and services of East Carolina University, and to develop and utilize the ties of interest, sympathy and affection existing between the University and its alumni and friends throughout the State and Nation.” According to the Preamble of the Bylaws of the ECU Foundation, the East Carolina University Foundation is the “primary fund-raising organization of the University for the receipt and management of all private gifts except those specifically designated to the East Carolina University Endowment Fund, the Medical Foundation of East Carolina University, Inc. (now the East Carolina University Medical & Health Sciences Foundation), or the East Carolina University Educational Foundation Inc. (Pirate Club).” The operating agreement between East Carolina University and the East Carolina University Foundation Inc., Section 3.6 states that the “Foundation agrees to cooperate with the Chancellor and/or the Chancellor’s designee to allow University to monitor the relationships between University and Foundation.”

Furthermore, Section 9.0 of the Operating Agreement with the ECU Foundation states that “Both University and Foundation agree to comply with the policies and regulations of the University of North Carolina Board of Governors, the East Carolina University Board of Trustees, the President of the University of North Carolina and the Chancellor pertaining to the relationship between University and associated entities, including amendments thereto.”

Liability

The Operating Agreement with the ECU Foundation effectively manages university liability associated with the Foundation’s activities. Section 9 (Compliance with UNC and University policies and regulations and Foundation Bylaws), Section 12 (Indemnification), Section 13 (Term and Termination), Section 14 (Dissolution), and Section 15 (Compliance with Applicable Law and Non-Discrimination) detail compliance, indemnification, terms and termination, and dissolution requirements for the Foundation. Section 12 states, “The Foundation shall indemnify and hold harmless University, its governing board, officers, employees, agents, and students in their official and personal capacities, from and against any and all claim, damage, liability, expense, demands, and judgments, including court costs and attorney’s fees, arising out of Foundation’s performance of this Agreement to the extent any such claim, damage, liability, injury, expense, demand or judgment is caused by the Foundation or any University employee acting at the direction of the Foundation Board or the Chair of the Foundation Board. This provision shall continue beyond termination of this Agreement.”

Fund-raising activities

The relationship between East Carolina University and the East Carolina University Foundation Inc. regarding fund-raising activities is also detailed in the Operating Agreement with the ECU Foundation. Section 1.0 details the purpose of the fund-raising activities of the ECU Foundation, Inc.  These activities include:

“1.1 Foundation’s sole purpose is to provide support to ECU, including its associated entities. In accordance with the Foundation’s governing documents, that support includes, but is not limited to:

1.1.1           Raising, receiving, investing, and administering funds for University to use for its charitable, scientific, and educational purposes;

1.1.2           Assisting the Office of University Advancement in its fundraising, marketing, public relations and alumni outreach activities and development programs with individuals, corporations, Associations, and other organizations;

1.1.3           Soliciting funds for student scholarships, faculty support, facilities, programs, and supporting other educational, research, cultural, scientific, public service, charitable activities and lawful purposes of University;

1.1.4           Promoting the welfare and future development of University;

1.1.5           Other designated activities that are in furtherance of the mission of University.”


Section 7.0 of the Operating Agreement with the ECU Foundation
of the East Carolina University Foundation Operating Agreement requires the foundation to submit a full and complete annual audit of its finances and operations, and states that the foundation agrees to allow the chancellor, the chair of the East Carolina University Board of Trustees, or the chair’s or the chancellor’s designee to inspect and audit all foundation books and records, and “to provide timely such other reports of and information on its financial status and operations as required by the Chancellor.”

According to the Section 4.4 of the ECU Foundation Bylaws, the chancellor of the university, the chairperson of the East Carolina University Board of Trustees, the vice chancellor for university advancement, and the deans/heads of each college and school at East Carolina University serve as ex-officio members of the Board of Directors. The president of the East Carolina University Foundation is designated by the chancellor and elected by the Foundation’s Board of Directors. The president also acts as the chief executive officer of the foundation and is an ex-officio member of the Board of Directors.

East Carolina University Educational Foundation (Pirate Club)

Clearly defined legal authority and operating control

The East Carolina University Educational Foundation (Pirate Club) serves primarily as an athletics support foundation. According to the Bylaws of the ECU Educational Foundation and the Articles of Incorporation, the purposes of the foundation are to provide assistance to worthy young men and women seeking an education at ECU and to support university programs by providing funds for student-athlete scholarships, compensation assistance for coaches and key athletic department staff, construction of athletic-related facilities, and the purchase of equipment for such programs, and other appropriate support of the athletics programs of East Carolina University.

Section 3.7 of the Operating Agreement with the ECU Educational Foundation between East Carolina University and the East Carolina University Educational Foundation Inc., states that the “Foundation agrees to cooperate with the Chancellor and/or the Chancellor’s designee to allow University to monitor the relationships between University and Foundation.” Furthermore, Section 9.0 states that “Both University and Foundation agree to comply with the policies and regulations of the University of North Carolina Board of Governors, the East Carolina University Board of Trustees, the President of the University of North Carolina and the Chancellor pertaining to the relationship between University and associated entities, including amendments thereto.”

Liability

The Operating Agreement with the ECU Educational Foundation effectively manages university liability associated with the Foundation’s activities. Section 9 (Compliance with UNC and University policies and regulations and Foundation Bylaws), Section 12 (Indemnification), Section 13 (Term and Termination), Section 14 (Dissolution), and Section 15 (Compliance with Applicable Law and Non-Discrimination) detail compliance, indemnification, terms and termination, and dissolution requirements for the Foundation. Section 12 states, “The Foundation shall indemnify and hold harmless University, its governing board, officers, employees, agents, and students in their official and personal capacities, from and against any and all claim, damage, liability, expense, demands, and judgments, including court costs and attorney’s fees, arising out of Foundation’s performance of this Agreement to the extent any such claim, damage, liability, injury, expense, demand or judgment is caused by the Foundation or any University employee acting at the direction of the Foundation Board or the Chair of the Foundation Board. This provision shall continue beyond termination of this Agreement.”

Fund-raising activities

The relationship regarding fund-raising activities between ECU and the East Carolina University Educational Foundation Inc. is also detailed in the Operating Agreement with the ECU Educational FoundationSection 1.0 details the purpose of the fund-raising activities of the ECU Foundation Inc. These activities include:

“1.0 The Foundation’s sole purpose is to provide support to University’s Division I Athletics Program. In accordance with Foundation’s governing documents, that support includes, but is not limited to:

1.1.1.         Raising, receiving, investing and administering funds for University in support of its intercollegiate athletics program;

1.1.2.         Assisting the Office of University Advancement in its fundraising, marketing, public relations and alumni outreach activities and development programs with individuals, corporations, foundations, and other organizations;

1.1.3.         Soliciting funds for student-athlete scholarships, athletics facilities improvements, and other programmatic needs of University’s Athletics program;

1.1.4.         Promoting the welfare and future development of University’s Athletics Program;

1.1.5.         Performing other acts as may be deemed appropriate in carrying out the purposes of University’s Athletics Program, and

1.1.6.         Or other designated activities that are in furtherance of the mission of University’s Athletics Program.”


Section 7.0 of the Operating Agreement with the ECU Educational Foundation
requires the East Carolina University Educational Foundation to submit a full and complete annual audit of its finances and operations, and states that the East Carolina University Educational Foundation agrees to allow the Chancellor, the chair of the East Carolina University Board of Trustees, or the chair’s or the Chancellor’s designee to inspect and audit all Association books and records, and “to provide timely such other reports of and information on its financial status and operations as required by the Chancellor.”

According to the Bylaws of the ECU Educational Foundation, the chancellor and the faculty chairperson of the University Athletic Committee are ex-officio voting members of the foundation’s executive committee.

East Carolina University Medical & Health Sciences Foundation

Clearly defined legal authority and operating control

According to the Bylaws of the ECU Medical & Health Sciences Foundation and Articles of Amendment of the Medical Foundation of ECU, the purpose of the East Carolina University Medical & Health Sciences Foundation is exclusively for charitable and educational purposes, to include the acquisition and management of charitable gifts, grants, and assets to the benefit of Laupus Library, the Brody School of Medicine, the School of Dental Medicine, the College of Allied Health Sciences, the College of Nursing, and other entities at East Carolina University. The Operating Agreement with the Medical Foundation of ECU Section 3.6 states that the “Foundation agrees to cooperate with the Chancellor to allow ECU and HSD [the Health Sciences Division] to monitor the relationship between ECU, HSD, and Foundation.”

Furthermore, Section 9.0 of the Operating Agreement with the Medical Foundation of ECU states that “ECU and Foundation agree to comply with the policies and regulations of the University of North Carolina Board of Governors, the East Carolina University Board of Trustees, the President of the University of North Carolina and the Chancellor pertaining to the relationship between ECU and Foundation, including amendments thereto, and, to the extent practicable are being applied equally and consistently to all associated entities.”

Liability

The Operating Agreement with the Medical Foundation of ECU effectively manages university liability associated with the Foundation’s activities. Section 9 (Compliance with UNC and ECU and HDS Policies and Regulations and Foundation’s Charter and Bylaws), Section 12 (Indemnification), Section 13 (Term and Termination), Section 14 (Dissolution), and Section 15 (Compliance with Applicable Law and Non-Discrimination) detail compliance, indemnification, terms and termination, and dissolution requirements for the Foundation. Section 12 states, “The Foundation shall indemnify and hold harmless ECU, its governing board, officers, employees, agents, and students in their official and personal capacities, from and against any and all claim, damage, liability, expense, demands, and judgments, including court costs and attorney’s fees, arising out of Foundation’s performance of this Agreement to the extent any such claim, damage, liability, injury, expense, demand or judgment is caused by the Foundation or any ECU employee acting at the direction of the Foundation Board or the Chair of the Foundation Board. This provision shall continue beyond termination of this Agreement.”

Fund-raising activities

The relationship between East Carolina University and the East Carolina University Medical & Health Sciences Foundation Inc. is also detailed in the operating agreement, which clearly defines the relationship between the university and the Foundation. Section 1.0 details the purpose of the fund-raising activities of the ECU Medical & Health Sciences Foundation Inc. These activities include:

“1.1 Foundation’s sole purpose is to provide support to the Health Sciences Division of ECU. In accordance with the Foundation’s governing documents, that support includes, but is not limited to:

1.1.1           Raising, receiving, investing, and administering funds for the charitable, scientific, and educational purposes of ECUHSD.”


Section 7.0 of the Operating Agreement with the Medical Foundation of ECU
of the East Carolina University Medical & Health Sciences Foundation Operating Agreement requires the foundation to submit a full and complete annual audit of its finances and operations, and states that the foundation agrees to allow the chancellor, the chair of the East Carolina University Board of Trustees, or the chair’s or the chancellor’s designee to inspect and audit all foundation books and records, and “to provide timely such other reports of and information on its financial status and operations as required by the Chancellor.”

According to the East Carolina University Medical & Health Sciences Foundation’s bylaws, Article II, Section B.3 of the Bylaws of the ECU Medical & Health Foundation, the associate vice chancellor for health sciences development and alumni affairs shall serve as the president of the foundation. Article III, Section A.2 of the Bylaws of the ECU Medical & Health Foundation names the chancellor of the university, the vice chancellor for university advancement and the president of the Medical & Health Sciences Foundation as non-voting ex-officio members of the Board of Directors, along with the deans/heads of the College of Nursing, the Brody School of Medicine, the College of Allied Health Sciences, the School of Dental Medicine, and the director of the Laupus Health Sciences Library.

East Carolina University Real Estate Foundation

Clearly defined legal authority and operating control

According to its Articles of Incorporation, the purpose of the East Carolina University Real Estate Foundation is to own, manage, lease, and sell real property. The East Carolina University Foundation is the sole member of the corporation. The operating agreement between East Carolina University and the East Carolina University Foundation Inc., Section 3.6 states that the “Foundation agrees to cooperate with the Chancellor and/or the Chancellor’s designee to allow University to monitor the relationships between University and Foundation.”

Furthermore, Section 9.0 states that “Both University and Foundation agree to comply with the policies and regulations of the University of North Carolina Board of Governors, the East Carolina University Board of Trustees, the President of the University of North Carolina and the Chancellor pertaining to the relationship between University and associated entities, including amendments thereto.”

Liability

The Operating Agreement with the ECU Real Estate Foundation effectively manages university liability associated with the Foundation’s activities. Section 9 (Compliance with UNC and University policies and regulations and Foundation Bylaws), Section 12 (Indemnification), Section 13 (Term and Termination), Section 14 (Dissolution), and Section 15 (Compliance with Applicable Law and Non-Discrimination) detail compliance, indemnification, terms and termination, and dissolution requirements for the Foundation. Section 12 states, “The Foundation shall indemnify and hold harmless University, its governing board, officers, employees, agents, and students in their official and personal capacities, from and against any and all claim, damage, liability, expense, demands, and judgments, including court costs and attorney’s fees, arising out of Foundation’s performance of this Agreement to the extent any such claim, damage, liability, injury, expense, demand or judgment is caused by the Foundation or any University employee acting at the direction of the Foundation Board or the Chair of the Foundation Board. This provision shall continue beyond termination of this Agreement.”

Fund raising activities

The operating agreement between East Carolina University and the East Carolina University Real Estate Foundation establishes the fund raising relationship, saying:

“1.1  Foundation’s sole purpose is to provide support to University, including its associated entities. In accordance with Foundation’s governing documents, that support includes, but is not limited to:

1.1.1           Raising, receiving, investing, and administering funds for University to use for its charitable, scientific, and educational purposes;

1.1.2           Assisting the Office of University Advancement in its fundraising, marketing, public relations and alumni outreach activities and development programs with individuals, corporations, Associations, and other organizations;

1.1.3           Soliciting funds for student scholarships, faculty support, facilities, programs, and supporting other educational, research, cultural, scientific, public service, charitable activities and lawful purposes of University;

1.1.4           Promoting the welfare and future development of University;

1.1.5           Other designated activities that are in furtherance of the mission of University.”


Section 7.0 of the Operating Agreement with the ECU Real Estate Foundation
requires the East Carolina University Real Estate Foundation Inc. to submit a full and complete annual audit of its finances and operations, and states that the foundation agrees to allow the chancellor, the chair of the East Carolina University Board of Trustees, or the chair’s or the chancellor’s designee to inspect and audit all foundation books and records, and “to provide timely such other reports of and information on its financial status and operations as required by the Chancellor.”

According to the Bylaws of the ECU Real Estate Foundation Inc., the president of the East Carolina University Foundation Inc. and the chairperson of the East Carolina University Foundation Inc. shall serve as directors of the East Carolina University Real Estate Foundation Inc. as long as they hold office. The chair of the East Carolina University Real Estate Foundation Inc. serves as an ex-officio member of the East Carolina University Foundation Inc. Board of Directors. The university’s chancellor and the vice chancellor for university advancement also serve as ex-officio members of the Board of Directors, along with the university vice chancellor for administration and finance, who serves as the foundation’s treasurer.

In summary, through their work with these foundations, the Division of University Advancementsupports, encourages, and promotes East Carolina’s academic mission and vision by interacting with alumni, friends, and the greater community. Our goal is to engage and connect these constituents with the university to garner support and secure resources that will enhance East Carolina’s unique place in higher education.” (University Advancement Webpage)


 
Documentation

Reference Title

Location

Articles of Amendment of the Medical Foundation of ECU

Attachment 8 ECUMHSF articles of inc

Articles of Incorporation for the ECU Educational Foundation

Attachment 4 ECUEF articles of inc

Articles of Incorporation for the ECU Foundation

Attachment 6 ECUF articles of inc

Articles of Incorporation for the ECU Real Estate Foundation

Attachment 10 ECUREF articles of inc

Article II, Section B.3 of the Bylaws of the ECU Medical & Health Sciences Foundation

Attachment 7 ECUMHSF bylaws

Article III, Section A.2 of the Bylaws of the ECU Medical & Health Sciences Foundation

Attachment 7 ECUMHSF bylaws

Article VI, Section 2.B.1 of the Bylaws of the ECU Alumni Association

Attachment 1 ECAA Bylaws

Article VI, Section 2.D of the Bylaws of the ECU Alumni Association

Attachment 1 ECAA Bylaws

Bylaws of the ECU Alumni Association

Attachment 1 ECAA Bylaws

Bylaws of the ECU Foundation

Attachment 5 ECUF bylaws

Bylaws of the ECU Educational Foundation

Attachment 3 ECUEF bylaws

Bylaws of the ECU Medical & Health Sciences Foundation

Attachment 7 ECUMHSF bylaws

Bylaws of the ECU Real Estate Foundation

Attachment 9 ECUREF bylaws

Division of University Advancement

Advancement

Operating Agreement with the ECU Alumni Association

ECU Alumni Association Operating Agreement

Operating Agreement with the ECU Educational Foundation

ECU Educational Club operating agreement

Operating Agreement with the ECU Foundation

ECU Foundation Operating Agreement

Operating Agreement with the Medical Foundation of ECU

ECU Medical Fdn operating agreement

Operating Agreement with the ECU Real Estate Foundation

ECU Real Estate Foundation Operating Agreement

Section 4.4 of the ECU Foundation Bylaws

Attachment 5 ECUF bylaws

Section 7.0 of the Operating Agreement with the ECU Alumni Association

ECU Alumni Association Operating Agreement

Section 7.0 of the Operating Agreement with the ECU Educational Foundation

ECU Educational Club operating agreement

Section 7.0 of the Operating Agreement with the ECU Foundation

ECU Foundation Operating Agreement

Section 7.0 of the Operating Agreement with the ECU Real Estate Foundation

ECU Real Estate Foundation Operating Agreement

Section 7.0 of the Operating Agreement with the Medical Foundation of ECU

ECU Medical Fdn operating agreement

Sections 9, 12, 13, 14, and 15 of the Operating Agreement with the ECU Alumni Association

ECU Alumni Association Operating Agreement

Sections 9, 12, 13, 14 and 15 of the Operating Agreement with the ECU Educational Foundation

ECU Educational Club operating agreement

Sections 9, 12, 13, 14 and 15 of the Operating Agreement with the ECU Foundation, Inc.

ECU Foundation Operating Agreement

Sections 9, 12, 13, 14, and 15 of the Operating Agreement with the Medical Foundation of ECU

ECU Medical Fdn operating agreement

Sections 9, 12, 13, 14, and 15 of the Operating Agreement with the ECU Real Estate Foundation

ECU Real Estate Foundation Operating Agreement

University Advancement Webpage

University Advancement Webpage