[ JStudent Body Organization. [ JResearch, Workshops. Institutes, Conferences [ ]Real Pmperty Acquisition / Real Property Development [ JCommercial

Transcription

1 AND OTTER STUDENT UNION AT CSU MONTEREY BAY [ JResearch, Workshops. Institutes, Conferences [ ]Real Pmperty Acquisition / Real Property Development [ JCommercial 1 6/25/15 including financing transactions related to these activities 2. Acquisition, development, sale, and transfer of real and personal property union facility 1. Student Union Programs, which includes the future operation of a student of the University: CCR tit.5, 42500, which are activities essential and integral to the educational mission In carrying out the above, the Auxiliary engages in the following functions authorized by, [X]Student Union ]Housing ]Philanthropic [ JStudent Body Organization Auxiliary agrees, for the period covered by this agreement, that the primary function(s), applies): which the Auxiliary is to manage, operate or administer is/are (Check each category that In consideration of receiving recognition as an official CSU auxiliary organization, 2. PRIMARY FUNCTION OF TUE AUXILIARY Jn entering this agreement, CSU finds that certain functions important to its mission are The purpose of this agreement is to set forth the terms and conditions under which Auxiliary may operate as an auxiliary organization pursuant to California Education more effectively accomplished by the use of an auxiliary organization rather than by the Code et seq. and California Code of Regulations (CCR) Title 5, et seq. Campus under the usual state procedures. 1. PURPOSE UNION (Auxiliary) serving CSU MONTEREY BAY (Campus). The term of this agreement shall be JULY 1, 2017 through JUNE 30, This agreement is made and entered into by and between the Trustees of the California State University by their duly qualified Chancellor (CSU) and OilER STUDENT BETWEEN CALIFORNIA STATE UNIVERSITY OPERATING AGREEMENT

2 Auxiliary agrees to receive and apply exclusively the funds and properties coming into its possession toward furthering these purposes for the benefit of CSU and the Campus. Auxiliary further agrees that it shall not perform any of the fimctions listed in CCR th.5, unless the fimótion has been specifically assigned in this operating agreement with the Campus. Prior to initiating any additional functions, Auxiliary understands and agrees that CSU and Auxiliary must amend this agreement in accordance with Section 1$, Amendment. 3. CAMPUS OVERSIGHT AND OPERATIONAL REVIEW The responsibility and authority of the Campus president regarding auxiliary organizations is set forth in CCR tit.5, 42402, which requires that auxiliary organizations operate in conformity with CSU and Campus policies. The Campus President has been delegated authority by the C$U Board of Trustees (Standing Orders V1) to carry out all necessary fimctions for the operation of the Campus. The operations and activities of Auxiliary under this agreement shall be integrated with Campus operations and policies and shall be overseen by the campus Chief Financial Officer or designee so as to assure compliance with objectives stated in CCR tit.5, The Campus shall review Auxiliary to ensure that the written operating agreement is current and that the activities of Auxiliary are in compliance with this agreement at least every five (5) years from the date the operating agreement is executed and at least every five years thereafter. Confirmation that this review has been conducted will consist of either an updated operating agreement, or a letter from the Campus chief financial officer or designee to the Campus President with a copy to the Chancellor s Office, certifying that the review has been conducted. As part of these periodic reviews, the Campus President should examine the need for each auxiliary and look at the efficiency of the auxiliary operation and administration. Auxiliary agrees to assist the Campus chief financial officer or designee in carrying out the compliance and operational reviews required by applicable C$U Executive Orders and related policies. 4. OPERATIONAL COMPLIANCE Auxiliary agrees to maintain and operate its organization in accordance with all applicable laws, regulations and CSU and Campus rules, regulations and policies. failure of Auxiliary to comply with any term of this agreement may result in the removal, suspension or probation of Auxiliary as an auxiliary organization ingood standing. Such action by C$U may result in the limitation or removal of Auxiliary s right to utilize the CSU or campus name, resources and facilities (CCR tit.5, 42406). 2 6,25/15

3 No officer or employee of the CSU shall be appointed or employed by Auxiliary if such 6/25/15 3 by or from CSU or Campus. Auxiliaiy must clearly indicate that the communication is by and from Auxiliary and not Campus agrees that Auxiliary may, in connection with its designated functions as a CSU auxiliary organization in good standing and this agreement, use the name of the Campus, The Campus logo, seal or other symbols and marks of the Campus, provided that Auxiliary clearly communicates that it is conducting business in its own name for the benefit of Campus. All correspondence, advertisements, and other communications by 8. USE OFNAME The Campus chief financial officer fcfo) shall annually review, and submit a written evaluation to the Chancellor s Office in accordance with Section 17, Notices, ofthe external audit firm selected by the Auxiliary. This review by the Campus CFO must be conducted prior to the Auxiliary engaging an external audit finn and annually thereafter. submitted. and received a satisfactory evaluation, a more limited review may be conducted and If the Auxiliary has not changed audit firms, and the audit firm was previously reviewed guidelines established the Integrated CSU Administrative Manual fic$uam). Auxiliary agrees to comply with C$U policy and the provisions of CCR tit.5, 42408, regarding fiscal audits. All fiscal audits shall be conducted by auditors meeting the 7. FISCAL AUDITS and for such purposes as are approved by Auxiliary s governing body. Auxiliary shall file, as Attachment 2 to this agreement, a statement of Auxiliary s policy on With respect to expenditures for public relations or other purposes which would serve to augment appropriations for CSU operations, Auxiliary may expend fimds in such amount accumulation and use of public relations funds. The statement shall include the policy and procedures for solicitation of funds, the purposes for which the funds may be used, the allowable expenditures and procedures of control. 6. EXPENDITURES AUGMENTING CSU APPROPRIATIONS Auxiliary has established and will maintain a conflict of interest policy. The Auxiliary s Conflict of Interest Policy is attached as Attachment 1. her duties as a CSU officer or employee. appointment or employment would be incompatible, inconsistent or in conflict with his or 5. CONFLICT OF INTEREST

4 Auxiliary shall use the name of Campus, logo, seal or other symbols or marks of Campus only in connection with services rendered for the benefit of Campus and in accordance with Campus guidance and direction furnished to Auxiliary by Campus and only if the nature and quality of the services with which the Campus name, logo, seal or other symbol or mark are used are satisfactory to the Campus or as specified by Campus. Campus shall exercise control ever and shall be the sole judge of whether Auxiliary has met or is meeting the standards of quality ofthe Campus for use of its name, logo, seal or other symbol or mark. Auxiliary shall not delegate the authority to use the Campus name, logo, seal or other symbol or mark to any person or entity without the prior written approval of the Campus President or designee. Auxiliary shall cease using the Campus name, logo, seal or other symbol or mark upon expiration or termination of this agreement, or if Auxiliary ceases to be a CSU auxiliary organization in good standing or dissolves, 9. CHANGE OR MODIFICATION OF CORPORATE STATUS Auxiliary shall provide notice to the C$U upon any change in Auxiliary s legal, operational or tax status including but not limited to changes in its Articles of Incorporation, bylaws, tax status, bankruptcy, dissolution or change in name. 10. FAIR EMPLOYMENT PRACTICES In the performance of this agreement, and in accordance with California Government Code Ct. seq., Auxiliary shall not deny employment opportunities to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military and veteran status. Auxiliary shall adopt employment proèedures consistent with the policy statement on nondiscrimination and affirmative action in employment adopted by the CSU. 11. DISPOSITION OF ASSETS Attached hereto as Attachment 3 is a copy of Auxiliary s Constitution or Articles of Incorporation (as applicable) which establishes that upon dissolution of Auxiliary, the net assets other than tnst funds shall be distributed in accord with, CCR flt.5, Auxiliary agrees to maintain this provision as part of its Constitution or Articles of Incorporation. In the event Auxiliary should change this provision to make other dispositions possible, this agreement shall terminate as of the date immediately preceding the date such change becomes. 4 6/25/15

5 Auxiliary may use those facilities identified for its use in a lease agreement executed 6/25/15 5 Gifts shall be recorded in compliance with the Council for Advancement and Support of Education and California State University reporting standards and B. Reporting Standards terms or conditions that impose an obligation on CSU or the State of California to Auxiliary agrees, before accepting gifts of real estate or gifts with any restrictive expend resources in addition to the gift, to obtain written approval from the appropriate campus authority. Auxiliary agrees that it will not accept a gift that has any restriction that is unlawful. CSU mission as specified in Education Code and (b). shall be performed to ensure that all gifts accepted will aid in carrying out the property on behalf of CSU. In acting pursuant to this delegation, due diligence If authorized, Auxiliary may evaluate and accept gifts, bequests and personal A. Authority to Accept Gifts devises in accordance with policies of CSU and Campus. Auxiliary agrees, if authorized to do so in Section 2 above, that it will accept and administer gifts, grants, contracts, scholarships, loan fluids, fellowships, bequests, and 14. ACCEPTANCE, ADMINISTRATION, AM) USE OF GWTS 89904; Executive Order including, but not limited to, CSU guidelines for the disposition of revenues in excess of expenses and CSU policies on maintaining appropriate reserves. Cal. Educ. Code Auxiliary agrees to comply with C$U and Campus policy on expenditure of funds 13. DISPOSITION OF NET EARNI1 TGS such use does not interfere with the instructional program of Campus and upon the written approval from appropriate Campus adniinistrators with such specific delegated authority. Auxiliary shall reimburse Campus for costs of any such use. Auxiliary and Campus may agree that Auxiliary may use specified Campus facilities and resources for research projects and for institutes, workshops, and conferences only when extended in writing by the parties. between Campus and Auxiliary. if this Operating Agreement terminates or expires and is not renewed within 30 days of the expiration, the lease automatically terminates, unless 12. USE OF CAMPUS FACiliTIES

6 shall be reported to the Chancellor s Office on an annual basis in accordance with Education Code INDEMNIFICATION Auxiliary agrees to indemnify, defend and save harmless the CSU, its officers, agents, employees and constituent campuses and the State of California, collectively CSU indemnified parties from any and all loss, damage, or liability that may be suffered or incurred by CSU indemnified parties, caused by, arising out of, or in any way connected with the operation of Auxiliary as an auxiliary organization. 16. INSURANCE Auxiliary shall maintain insurance protecting the CSU and Campus as provided in this section. CSU s Systemwide Office of Risk Management shall establish minimum insurance requirements for auxiliaries, based on the insurance requirements in Technical Letter RM or its successor then in effect. Auxiliary agrees to maintain at least these minimum insurance requirements. Auxiliary s participation in a coverage program of the California State University Risk Management Authority (CSURMA) shall fully comply with the insurance requirement for each type of required coverage (which may include but not be limited to, general liability, auto liability, directors and officers liability, fiduciary liability, professional liability, employer s liability, pollution liability, workers compensation, fidelity, property and any other coverage necessary based on Auxiliary s operations). Auxiliary shall ensure that C$U and Campus are named as additional insured or loss payee as its interests may appear. 17. NOTICES MI notices required to be given, or which may be given by either party to the other, shall be deemed to have been fully given when made in writing and deposited in the United States mail, certified and postage prepaid and addressed to all parties as provided below. Notice to Auxiliary shall be addressed as follows: Otter Student Union California State University Monterey Bay 100 Campus Center Seaside, CA Attention: Director Notice to the CSU shall be addressed to: 6 6/25/15

7 6/25/15 7 a new operating agreement which period may be extended by written mutual agreement. Upon expiration of the term of this agreement, the parties shall have 30 days to enter into loss of any right for Auxiliary to use the name, resources or facilities of CSU or any of its campuses. Termination by CSU of this agreement pursuant to Section 20, Termination, may result in Auxiliary s removal, suspension or probation as a C$U auxiliary in good standing, and 21. REMEDIES UPON TERMINATION CSU may terminate this agreement upon Auxiliary s breach of or failure to comply with the breach., will be cancelled. in any term of this agreement by providing Auxiliary with a minimum of ninety (90) days advance written notice. Auxiliary may use the ninety-day advance notice period to cure the judgment of CSU, the breach has been cured, the termination notice 20. TERMiNATION Auxiliary shall maintain adequate records and shall submit periodic reports as required by CSU showing the operation and financial status of Auxiliary. The records and reports shall cover all activities of Auxiliary whether pursuant to this agreement or otherwise. 19. RECORDS of all parties. This agreement may be amended only in writing signed by an authorized representative 18 AMENDMENT 100 Campus Center Office of the President Seaside, CA California State University Monterey Bay Notice to the Campus shall be addressed as follows: Attention: Director, Contract Services & Procurement Long Beach, California Golden Shore Trustees of the California State University

8 22. SEVERABILITY If any section or provision of this Agreement is held illegal, unenforceable or in conflict with any law by a court of competent jurisdiction, such section or provision shall be deemed severed and the validity of the remainder of this Agreement shall not be affected thereby. IN WITNESS WHEREOF, this agreement has been executed by the parties hereto. Approved: date 2-/i /Zo I California State University Monterey Bay President Executed on (date), Otter Stu tunion By frector Executed on (date) California State University of the Chancellor and Procurement 8 6J25/]5

9 Otter Student Union at CSU Monterey Bay POLICY MANUAL SECTION: SUBJECT: POLICY STATEMENT - GOVERNANCE STANDARDS OF CONDUCT POLICY PURPOSE: To restate statutory standards of conduct applicable to the Board members, and to establish a policy framework of parallel standards for volunteers, employees and other representatives of the organization. REFERENCE: NEW/REVISED: Education Code Sections ; and Corporations Code Sections New EFFECTIVE DATE: May18, 2017 I. Background The Otter Student Union at CSU Monterey Bay is a nonprofit public benefit corporation and its Board members, officers, employees and others representing the organization have a fiduciary duty to exercise care, skill and sound judgment in all organization affairs. There are self-dealing transaction standards that generally apply to the interested board members of such corporations. See Cal Corps Code However, as an auxiliary organization operating within the California State University system, the Otter Student Union is subject to standards generally considered more stringent covering governing board transactions involving financially interested directors, as expressed in California Education Code 899O6-O9. This policy statement restates these standards for Board members, and establishes parallel standards for organization employees, volunteers and others having a business relationship with the organization. 1 of 5

10 Every Board member has an affirmative duty to know and understand the conflict of set forth in this statement. This policy applies to all Board members. conflict, and to step aside from Board deliberations and actions on such matters. II. Policy A. Financially Interested Director Transactions under Education Code Standards Is the transaction just and reasonable as to the organization when approved; and Was the financial interest disclosed or known to the Board and noted in the meeting minutes, followed by a favorable, good faith board vote sufficient for the action without including the interested director(s)? The transaction is directly between the interested Board member(s) and the organization.3 The Board member(s) fails to disclose to the Board the financial interest in the more Board members in entering into the transaction.6 1 Cal Ed Code Section Ibid Section Ibid Section 89908(a). Ibid Section 89908(b). Ibid Section 89908(c). 6 Ibid Section 89908(d). 2 of 5 transaction at a public meeting, then influences or attempts to influence one or percent (5%) of the outstanding common stock.5 The transaction is between the organization and a corporation in which the interested Board member(s) owns or directly or indirectly holds more than a five The transaction is between the organization and a partnership or unincorporated association in which a Board member(s) holds an ownership, partnership or other proprietary interest.4 But there are several circumstance exceptions to the application of the above twoelement exclusion test, any one of which revives the prohibition: Except in certain circumstances, a Board member must avoid transactions of the board in which the Board member has a financial interest.1 The term, transactions of the board, includes contracts approved by the Board of Directors. To do so is misconduct in office and the transaction breaching this prohibition is void, unless it meets a twoelement circumstance exclusion test:2 interest standards, and to disclose to the Board any known real or perceived transaction subject to statutory and Board of Trustees requirements distinct from the requirements Some Board members, officers and employees may also be state employees or officers

11 Thus, in summary, the following transactions are specifically deemed impermissible: Any transaction, other than an employment contract, directly between the organization and a Board member. Any transactions between the organization and a partnership or unincorporated association in which a Board member is a partner, or owner, or holder, directly or indirectly, of a proprietorship interest. Any transaction between the organization and a for-profit corporation, in which the organization s Board member is the owner or holder, directly or indirectly, of 5 percent or more of the outstanding common stock. On the other hand, the following transactions are permissible if the Board follows the procedure described in Section 111(A) below: Transactions between the organization and a for-profit corporation in which a Board member is the owner or holder, directly or indirectly, of less than 5 percent of the outstanding common stock. Transactions between the organization and a for-profit corporation on whose governing body a Board member serves as a director and owner or holder, directly or indirectly, of less than 5 percent of the outstanding common stock. Transactions between the organization and a nonprofit corporation on whose governing body a Board member serves as a director. B. Self-Dealing Director Transactions under Corporations Code Transactions of the organization that involve a board member with a material financial interest may be subject to Corporations Code self-dealing standards covered by the Education Code (described in Section A above). The following are typical examples of permissible transactions under Corporations Code standards (either not covered by, or represent a potentially higher standard than the Education Code): Selling compensation for board members or board members as officers; Employment contract between organization and board member; Actions that are part of the organization s public or charitable purposes, when approved in good faith and without unjustified favoritism (even if one or more board members or their families benefit as part of the class of persons intended to benefit from the program); Other organization transactions involving an interested board member(s) who have no actual knowledge of the transaction, and the financial interest in the 3 of 5

12 other party to the transaction does not exceed the lesser of I % of gross receipts for the preceding fiscal year, or $100,000; or The approval prior to or after the transaction is obtained from the Attorney General, or through the validation process prescribed by statute by the governing board, or by a committee or officer authorized by the board. C. Other Actions or Transactions Organization directors, officers, employees, volunteers or designated agents or other representatives shall not engage in self-dealing actions or transactions in which they have a personal pecuniary interest. Examples include, acceptance of compensation, advances, discounts, loans, gifts, entertainment or other favors in actual or perceived exchange for, or to influence organization actions, judgments or transactions. The organization encourages the prompt disclosure of any such conflict, real or perceived, to the [title of chief operating officer] for review and determination. In the case of the [title of chief operating officer], disclosure shall be made to the Board Chair for review and determination consistent with this policy statement. C. Use of Information for Pecuniary Gain It is unlawful7 and against organization policy for any person, including Board members, employees, volunteers, or organization agents or other representatives to utilize any information, not a matter of public record, which is received by the person by reason of his or her membership on the Board of Directors, organization employment, or relationship with the organization, for personal pecuniary gain, regardless of whether he or she is or is not a Board member, employee, or otherwise engaged with the organization at the time such gain is realized. Ill. Procedures A. Board Deliberations and Actions under Financial Interest Circumstances Any Board member with an actual or apparent financial interest in a pending or completed transaction shall promptly disclose to the nature and scope of that interest to the designated officer(s), and thereupon be recused from participating in any deliberations or actions by the Board on that mailer. The Board meeting minutes shall note the disclosure and recusal. The Board shall then make a determination whether or not the transaction permissible and just and reasonable for the organization at that time and under the circumstances. If so, the Board may then authorize, approve, or validate the transaction in good faith by a vote sufficient for the purpose of the action without counting the vote(s) of such financially interested Board member(s). Ibid, Section of 5

13 implementing this policy statement. accordance with written procedures established by the Interim Director charged with sign and return a Related Party Questionnaire and Conflict of Interest Certification in Each Board member shall initially and annually thereafter receive, review, complete, 5 of 5 Disclosing organization information, not a matter of public record, without authority, or using such information for pecuniary gain. relationship, or prospect of a relationship, with the organization; or Accepting gifts, gratuities or other favors from those having a business with which there is a personal pecuniary interest; Self-referring organization clients, donors, or customers, or recommending others the regular course of organization duties; Accepting money, tips, or other considerations for work required or expected in appearance of conflicting with or impairing independent judgment in the Engaging in or having any personal pecuniary interest in any business, transaction, or incurring any obligation which conflicts with or gives the discharge of duties owed the organization; certifying that they will avoid them: prescribed by written procedures, acknowledging the following prohibitions and Organization employees or others with purchasing and expenditure authority shall receive, review, sign and return the Signature Authorization Certification, in a form C. Purchasing/Expenditure Authorization Certification B. Board Member Initial and Annual Certification

14 RESOLUTION OF THE BOARD OF DIRECTORS OF THE OTTER STUDENT UNION AT CSU MONTEREY BAY PUBLIC RELATIONS FUNDS RELATING TO THE SOURCE AND USE OF L. Secretary Duly adopted by the Board of Directors on May 17, Operating Agreement. 3. That a copy of Resolution No shall be filed as an attachment to the 2. That the Treasurer and Executive Director shall implement this policy. relations funds that augment State Appropriations. 1. That the Otter Student Union shall not seek, accumulate or expend public STUDENT UNION AT CSU MONTEREY BAY RESOLVES AS FOLLOWS: NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE OTTER appropriations; accumulate or expend funds for public relations purposes to augment State WHEREAS, The Board of Directors has determined the intent not to seek, organizations that do not have expenditures for public relations, should file a procurement; and statement indicating this fact with the CSU office of contract services and WHEREAS, Said Compliance Guide requires Campus auxiliary WHEREAS, CSU Auxiliary Organizations Compliance Guide, Revision public relations funds, including fund sources held and administered by an 1.0, February 2014, at Section 10.3 prescribes rules and restrictions that apply to auxiliary organization; and will be used, allowable expenditures, and procedures of control; and solicitation of funds, source of funds, amounts, and purpose for which the funds WHEREAS, Said policy must include the policy and procedure on organization to augment State appropriations for public relations; and use of public relations funds if such funds are obtained and used by the auxiliary requires each auxiliary organization to maintain a policy on the accumulation and WHEREAS, Title 5 of the California Code of Regulations, 42502(i), RESOLUTION NO

15 Articles: Page 1 of 4 designee, to operate facilities, programs and projects in support of the University, or (b) Subject to the direction and approval of the University President or future California Revenue Law). Revenue and Taxation Code, Section 23701d (or corresponding provisions of any (a) To operate exclusively for purposes within the meaning of the California revenue law for the following specific purposes: California State University, Monterey Bay. This corporation is organized as an Section 501 (c)(3) or the corresponding provision of any future United States internal exclusively for charitable purposes within the meaning of Internal Revenue Code auxiliary organization under Section 89900, et seq., of the California Education Code, Section 1. This Corporation is organized and operated solely for the benefit of PURPOSES ARTICLE III Corporation law for public and charitable purposes. the private gain of any person. It is organized under the Nonprofit Public Benefit This corporation is a Nonprofit Public Benefit corporation and is not organized for ARTICLE II CORPORATE STATUS Otter Student Union at CSU Monterey Bay The name of this corporation is: ARTICLE I JAN NAME Secretary of State State of California A California Nonprofit Public Benefit Corporation F Otter Student Union at CSU Monterey Bay ARTICLES OF INCORPORATION 393

16 other authorized auxiliary organization functions at California State University, Articles: Page 2 of 4 Seaside, CA Student Center, Building Campus Center Otter Student Union at CSU Monterey Bay The initial street and mailing address of this corporation is: ARTICLE V CORPORATE ADDRESS Seaside, CA Campus Center, Building 8 Christine Erickson The name and address in the State of California of this corporation s initial agent for service of process is: INITIAL AGENT FOR SERVICE OF PROCESS ARTICLE IV California State University, Monterey Bay. or refraining from doing the lawful act will advance the educational mission of may be authorized by the Board of Directors of this corporation, so long as the doing (d) To do or refrain from doing any lawful act or thing which at any time a designee. California State University, Monterey Bay as approved by the University President or real and personal property as the Board of Directors of this corporation may find or designee, to purchase, own, sell and encumber and otherwise deal in and with such (c) Subject to the direction and approval of the University President or a and properties coming into its control toward furthering the educational programs integrated part of the overall University campus operations, and to apply the funds and services carried on or approved by the University President or a designee. consider to be suited to the primary purpose of advancing the educational mission of to support and enhance the educational mission of the University operating as an Monterey Bay, for the exclusive benefit of students, faculty, staff, and alumni in order 398 1t163

17 CONFORMITY WITH LAW ARTICLE VI Articles: Page 3 of 4 federal internal revenue law.) 509(a)(3) of the Internal Revenue Code (or corresponding provisions of any future rendered and to make payments and distributions in furthefance of the purposes set organization organized and operated exclusively for charitable purposes having taxexempt status, as long as it is then described in Sections 170(b)(1)(A), 501(c)(3), and officer thereof, or to the benefit of any private person, except that this corporation California State University. Any nongovernmental successor shall be a nonprofit shall be authorized and empowered to pay reasonable compensation for services by the board of directors, the University President and by the Chancellor of the liabilities of this corporation shall be transferred to a successor organization approved than trust funds remaining after payment or provision for payment, of all debts and benefit of California State University, Monterey Bay, and no part of the net income or forth in Article III hereof. Upon the dissolution of the corporation, its assets other assets of this corporation shall ever inure to the benefit of any board member or The assets of this corporation are irrevocably dedicated to charitable purposes for the ARTICLE VII IRREVOCABLE DEDICATION AND DISSOLUTION office. the publishing or distribution of statements) on behalf of any candidate for public corporation shall not participate in or intervene in any political campaign (including carrying on propaganda, or otherwise attempting to influence legislation, and the on No substantial part of the activities of this corporation shall consist of internal revenue law. Internal Revenue Code or the corresponding provision of any future United States corresponding provision of any future United States internal reventie law or (b) a corporation, contributions to which are deductible under Section 1 70()(2) of the engage in any activities or exercise any powers that are not in furtherance of the activities not permitted to be carried on (a) by a corporation exempt from federal Section 2. Despite any other provision in these articles, this corporation shall not purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code. purposes of the corporation, and the corporation shall not carry on any other income tax under Section 501 (c)(3) of the Internal Revenue Code or the Section l This corporation is organized and operated exclusively for charitable 398 R63

18 OFFICERS AND DIRECTORS ARTICLE VIII Artdes; Page 4 of 4 Incorporator iistine Erickson, til:iciz Dated: Monterey Bay. Directors with the written consent of the President of California State University, AMENDMENTS of the Board of Directors adopted by the majority vote of members of the Botd of The Articles of Incorporation of the corporation may be amended only by resolution ARTICLE XI voting permitted for the transaction of any of the business of this corporation. Each member of the Board of Directors shall have one vote. There shall be no proxy VOTING ARTICLE X members of this corporation and shall have all the rights and powers members would otherwise have. of Directors. The Board of Directors shall, under any statute or rule of law, be the This corporation shall have no members other than the persons conitituting its Boaid MEMBERS ARTICLE IX manner of calling and holding meetings of the Board, shall be stated in the Bylaws. office, manner of removal and filling vacancies on the Board of Directors, and the The Officers and number of Directors, their qualifications, powers, duties, terms of 398 ll63

19 DLN: Date: SE P JJ Employer Identification Number: CINCINNATI, OH Letter 947 to view Publication 4221-PC, Compliance Guide for 501fc)(3) Public Charities, organization, go to Enter 4221-PC in the search bar For Important information about your responsibilities as a tax-exempt enclosed addendum is an Integral part of this letter. If we indicated at the top of this letter that an addendum applies, the consecutive years, your exempt status will be automatically revoked. the e-postcard). If yu don t file a required return or notice for three information return f Form 990 or Form 990-EZ) or electronic notice (Form 990-N, 990I990-EZ1990-N, our records show you re required to file an annual If we indicated at the top of this letter that you re required to file Form controlled by one or more publicly supported charities. Section 509(a)f 3). A Type I supporting organization is operated, supervised, or Specifically, we determined you re a Type I supporting organization under IRC charity under the IRC Section listed at the top of this letter. either public charities or private foundations. We determined you re a public Organizations exempt under IRC Section 501(c)(3) are further classified as We re pleased to tell you we determined you re exempt from federal income tax exempt status. Please keep it for your records. Section 2055, 2106, or This letter could help resolve questions on your to receive tax deductible bequests, devises, transfers or gifts under contributions they make to you under IRC Section 170. You re also qualified under Internal Revenue Code firc) SectIon 501(c) (3). Donors can deduct Dear Applicant: No Contribution Deductibility: January 11, 2017 Effective Date of Exemption: Yes Yes Public Charity Status: Accounting Period Ending: June (a) (3) SEASIDE, CA (877) Form EZ1990-N Required: Addendum Applies: 100 CAMPUS CENTER BUILDING 12 Contact Telephone Number: BAY DIANE H ECKARD ID# OTTER STUDENT UNION AT CSU MONTEREY Contact Person: INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY P. 0. BOX 2508

20 Sincerely, which describes your rocordkeeping, reporting, and disclosure requirements. OTTER STUDENT UNION AT CSU MONTEREY -2- Letter 947 Rulings and Agreements Director, Exempt Organizations A-.

21 Department of the Treasury If you need assistance, please don t hesitate to contact us. For tax forms, instructions, and publications, visit or call Keep this notice for your records. 1 -$00-TAX-FORM ( ). Additional information Visit Outsourcing Payroll Duties, For more information, visit wwwirs.gov and search keywords, Change of Address or ultimately responsible for depositing and paying all federal employment tax liabilities. ability to inform the employer of tax matters involving the business. The employer is that of a payroll service provider or other third party as it may significantly limit our Caution for employers regarding thirdparty payroll providers record, We strongly caution any employer against changing the address of record to If we find any issues with an account, we send a letter or notice to your address of indude a copy of this notice. tax returns you filed for differences in addresses entered. For written correspondence, previous mailing address. We updated our records for your mailing We update our records anytime the address We also sent a confirmation notice to your received. any IRS notice or letter about your tax account, The address shown above Is where we wilt mail entered on a tax return is different from what address. we have in our records, or a Form 8822-B is as using Street rather than St. in your address. To avoid confusion, you or your tax preparer should always enter your Correct mailing address in exactly the same way contact information at the top of this page. 11 you call, please review the most recent you do not need to do anything. If the mailing address shown above is incorrect, call or write to us u5ing the If the mailing address for IRS notices and letters shown above is correct, every tine you file tax returns, Our update to your address may be for minor changes in words and abbreviations, such What you need to do We changed your mailing address 100 CAMPUS CENTER BUILDING 12 % SHANNA KINZFC OTTER STUDENT UNKJN Al CSU MONTEREY SEASIDE CA tliiiiiiiniiiiiillhllaiaiilipiii*iiiillddliillllliiiiiliiiial AB Page 1 of 1 IRS To contact us Ogden UI Internal Revenue Service Notice date Eniployet ID number October 23, 2017 Notke CP148A Phone

22 Student Affairs and Entailment Services Office of the Vice President for -J Pomona Sacramento San Bgrnnrdinn San Diego San Ftoncisco San 1os San Luin Obiupa San Memos Sanoma Stantslaus THE CAtIFORMIA STATE UNIVERSITY Bekarofield Channel Islands Chico Don,inguez Hills East Bay Frenno Fullerton Humboldt Long Bedh Los Angeles Mailtima AcOdamy Monterey Bay Northridgo. operating budget expenditures. CA Ed Code 69303, 89304; 89035, 66028, 89711, and 89721(l). by the university for debt service on the facility revenue bonds, and for university-approved OSU This fee is authorized by the CSU Board of Trustees, and collected, held and supervised, then distributed OSU programs and facility operations will be funded solely from a State-mandated campus student fee. accounting firm. CA Ed Code OSU will be required by statute to conduct an annual independent audit by a qualified certified public university under a close and comprehensive regulatory and policy regimen. See CA Code of Regulations, (Enclosure, Supplement V.) Bylaws, programs and budgets must be to the approval of the university president. See OSU Bylaws Title S Extracts (Enclosure, Supplement I). The 0511 governing board includes university officials and its As a statutory auxiliary organization, OSU governance, management and fiscal affairs are overseen by the provide educational support functions for CSUMB. CA Ed Code et sçq. Now planned or under co-curricular student life services, programs and activities. To manage and operate these facilities, and package, including Artides of Incorporation (Enclosure). construction by CSUMB are student union and recreation facilities designed to house and provide crucial Otter Student Union at CSU Monterey Bay tosu) benefit corporation. An 0511 tax-exempt status application is pending. See IRS Form 1023 Application CSUMB is authorized (with CSU approvals) to establish separate, yet integrated auxiliary entities to -- has been formed as a California nonprofit public to carry out university-authorized student campus venues, programs, an auxiliary organization the educational institution of the California State University system ( CSU ). CA Ed Code et seq. and The California State University Monterey Bay f CSUMB or university ) is a public post-secondary nature of the OSU assets The basis for the exemption is two-fold: 1) 0511 s integral relationship the university, and 2) the Purposes Act ( Act ) for the Otter Student Union at CSU Monterey Bay ( 0511 ) pursuant to Act This letter requests an exemption from the Supei vis!on of Trustees and Fundraisersfor Charitable Dear Registrar: Act t12583) for Otter Student Union CCoroorate No. C ) as Organized and Operating Educational institution and Not Holding Assets for Charitable Purp Re: Exemption Reouest under Supevvision of Trustees and Fundraisers for Charitable Purposes P.O. Box Registry of Charitable Trusts January 3, 20:18 Sacramento, CA csumb.edu fa)c 100 Campus Center Seaside, CA I

23 While OSU is a charitable organization under the Act (at ), the university does not view student-mandated fee funds held and supervised by the university that support OSU operations to be assets held for public charitable purposes 0 contemplated by Act Further, OSU will not have university authority to receive private donor support under university policy and the OSU operating agreement with the CSU. OSU Articles of Incorporation include a restrictive dissolution provision requiring the university president, CSU Chancellor, as well as the OSU governing board to approve the distribution of any net remaining assets to a qualified successor. See Articles at VII In Enclosure. Should the Registry require additional information in clarify and support this request, please contact me Vice President of Student Affairs & Enrollment Services (1) Enclosure C: Chelsea Bufflngton Robert E. Griffin

24 Otter Student Union at CSU Monterey Bay POLICY STATEMENT SECTION NO. DOCUMENT NO. SECTION: SUBJECT: POLICY STATEMENT - EMPLOYMENT FAIR EMPLOYMENT PRACTICES PURPOSE: To provide a fair employment practices policy that is consistent with the California State University Board of Trustees policies and guidelines set by the Chancellor. EFFECTIVE DATE: May 17, 2017 Historical: New BACKGROUND The Board of Trustees of the California State University has issued and adopted The California State University and Colleges Policy Statement of Nondiscrimination and Affirmative Action in Employment in resolution, RFSA Auxiliary organizations ate obliged to adopt similar employment procedures consistent with this policy and system wide operational guidelines established by the Chancellor. Executive Order No prescribes system wide guidelines for nondiscrimination and affirmative action programs in employment. Each auxiliary organization must adopt its own nondiscrimination and affirmative action employment procedures. Each auxiliary governing board has the flexibility to tailor the detail and complexity of its procedures in accordance with its needs. However, the general thrust of these procedures must be consistent with the Board of Trustees policies and guidelines set by the Chancellor. The Board of Directors of the Otter Student Union ( OSU ) adopts this policy to demonstrate its support for diversity and the need to promote tolerance and compassion, as well as to satisfy and to comply with guidelines and regulations of prospective donors. POLICY Nondiscrimination The OSU is committed to providing equal employment opportunity to all applicants and employees regardless of race, color, religion, creed, national origin, ancestry, sex, sexual orientation, gender identification, marital status, pregnancy, age, physical or mental disability, medical condition (including, but 1

25 not limited to cancer and AIDS), height and weight, disabled veteran s or Vietnam era veteran s status, or any other protected characteristic under law which is not a bona fide occupational qualification for a particular job. Retaliation against individuals who have or are believed to have filed a discrimination complaint, opposed a discriminatory act or participated in a discrimination investigation or proceeding, is prohibited. With regard to qualified individuals with a disability or medical condition, the OSU shall, upon request, provide reasonable accommodation so that they may perform essential duties of their jobs, unless doing so would impose an undue hardship on the OSU. Employment, retention and advancement of employees shall be based on merit and be responsible to the needs of the OSU for quality and excellence. Affirmative Action The OSU is committed to promote employment opportunities for women, members of minority groups, the disabled, disabled veterans and veterans of the Vietnam era. All employment decisions shall be based on a fair and equitable assessment of merit an assessment of the individual s talents, skills, knowledge, ability to do the work assigned, and potential. Those judged to be the best qualified on the basis of realistic and reasonable qualification requirements should be retained and advanced. Any barriers to equal employment opportunity shall be identified, and positive measures shall be taken to removethem, and to eliminate the underutilization of women, ethnic minorities, the disables, disabled veterans and veterans of the Vietnam era in occupations and at certain salary levels. III. SCOPE OF POLICY This policy applies to all terms, conditions, and privileges of employment, including hiring, training, promotion, demotion, transfer, compensation, layoff and termination. IV. IMPLEMENTATION Management is authorized to establish written procedures to implement this policy. The Board shall receive at least an annual report on the status of OSU employment efforts in the implementation of this policy. 2

26 Offer Student Union at CSU Monterey Bay POLICY MANUAL SECTION: SUBJECT: POLICY STATEMENT - GOVERNANCE STANDARDS OF CONDUCT POLICY PURPOSE: To restate statutory standards of conduct applicable to the Board members, and to establish a policy framework of parallel standards for volunteers, employees and other representatives of the organization. REFERENCE: NEW/REVISED: Education Code Sections ; and Corporations Code Sections New EFFECTIVE DATE: May 18, 2017 I. Background The Offer Student Union at CSU Monterey Bay is a nonprofit public benefit corporation and its Board members, officers, employees and others representing the organization have a fiduciary duty to exercise care, skill and sound judgment in all organization affairs. There are self-dealing transaction standards that generally apply to the interested board members of such corporations. See Ca! Corps Code However, as an auxiliary organization operating within the California State University system, the Offer Student Union is subject to standards generally considered more stringent covering governing board transactions involving financially interested directors, as expressed in California Education Code 899O6-O9. This policy statement restates these standards for Board members, and establishes parallel standards for organization employees, volunteers and others having a business relationship with the organization. 1 of 5

27 Some Board members, officers and employees may also be state employees or officers subject to statutory and Board of Trustees requirements distinct from the requirements set forth in this statement. This policy applies to all Board members. Every Board member has an affirmative duty to know and understand the conflict of interest standards, and to disclose to the Board any known real or perceived transaction conflict, and to step aside from Board deliberations and actions on such mailers. II. Policy A. Financially Interested Director Transactions under Education Code Standards Except in certain circumstances, a Board member must avoid transactions of the board in which the Board member has a financial interest.1 The term, transactions of the board, includes contracts approved by the Board of Directors. To do so is misconduct in office and the transaction breaching this prohibition is void, unless it meets a twoelement circumstance exclusion test:2 Is the transaction just and reasonable as to the organization when approved; and Was the financial interest disclosed or known to the Board and noted in the meeting minutes, followed by a favorable, good faith board vote sufficient for the action without including the interested director(s)? But there are several circumstance exceptions to the application of the above twoelement exclusion test, any one of which revives the prohibition: The transaction is directly between the interested Board member(s) and the organization.3 The transaction is between the organization and a partnership or unincorporated association in which a Board member(s) holds an ownership, partnership or other proprietary interest.4 The transaction is between the organization and a corporation in which the interested Board member(s) owns or directly or indirectly holds more than a five percent (5%) of the outstanding common stock.5 The Board member(s) fails to disclose to the Board the financial interest in the transaction at a public meeting, then influences or attempts to influence one or more Board members in entering into the transaction.6 1 Cal Ed Code Section Ibid Section Ibid Section 89908fa). Ibid Section 89908(b). Ibid Section 89908(c). 6 Ibid Section 89908(d). 2 of 5

28 Thus, in summary, the following transactions are specifically deemed impermissible: Any transaction, other than an employment contract, directly between the organization and a Board member. Any transactions between the organization and a partnership or unincorporated association in which a Board member is a partner, or owner, or holder, directly or indirectly, of a proprietorship interest. Any transaction between the organization and a for-profit corporation, in which the organization s Board member is the owner or holder, directly or indirectly, of 5 percent or more of the outstanding common stock. On the other hand, the following transactions are permissible if the Board follows the procedure described in Section 111(A) below: Transactions between the organization and a for-profit corporation in which a Board member is the owner or holder, directly or indirectly, of less than 5 percent of the outstanding common stock. Transactions between the organization and a for-profit corporation on whose governing body a Board member serves as a director and owner or holder, directly or indirectly, of less than 5 percent of the outstanding common stock. Transactions between the organization and a nonprofit corporation on whose governing body a Board member serves as a director. B. Self-Dealing Director Transactions under Corporations Code Transactions of the organization that involve a board member with a material financial interest may be subject to Corporations Code self-dealing standards covered by the Education Code (described in Section A above). The following are typical examples of permissible transactions under Corporations Code standards (either not covered by, or represent a potentially higher standard than the Education Code): Setting compensation for board members or board members as officers; Employment contract between organization and board member; Actions that are part of the organization s public or charitable purposes, when approved in good faith and without unjustified favoritism (even if one or more board members or their families benefit as part of the class of persons intended to benefit from the program); Other organization transactions involving an interested board member(s) who have no actual knowledge of the transaction, and the financial interest in the 3 of 5

29 other party to the transaction does not exceed the lesser of I % of gross receipts forthe preceding fiscal year, or $100,000; or The approval prior to or after the transaction is obtained from the Attorney General, or through the validation process prescribed by statute by the governing board, or by a committee or officer authorized by the board. C. Other Actions or Transactions Organization directors, officers, employees, volunteers or designated agents or other representatives shall not engage in self-dealing actions or transactions in which they have a personal pecuniary interest. Examples include, acceptance of compensation, advances, discounts, loans, gifts, entertainment or other favors in actual or perceived exchange for, or to influence organization actions, judgments or transactions. The organization encourages the prompt disclosure of any such conflict, real or perceived, to the [title of chief operating officer] for review and determination. In the case of the [title of chief operating officer], disclosure shall be made to the Board Chair for review and determination consistent with this policy statement. C. Use of Information for Pecuniary Gain It is unlawful7 and against organization policy for any person, including Board members, employees, volunteers, or organization agents or other representatives to utilize any information, not a matter of public record, which is received by the person by reason of his or her membership on the Board of Directors, organization employment, or relationship with the organization, for personal pecuniary gain, regardless of whether he or she is or is not a Board member, employee, or otherwise engaged with the organization at the time such gain is realized. Ill. Procedures A. Board Deliberations and Actions under Financial Interest Circumstances Any Board member with an actual or apparent financial interest in a pending or completed transaction shall promptly disclose to the nature and scope of that interest to the designated officer(s), and thereupon be recused from participating in any deliberations or actions by the Board on that matter. The Board meeting minutes shall note the disclosure and recusal. The Board shall then make a determination whether or not the transaction permissible and just and reasonable for the organization at that time and under the circumstances. If so, the Board may then authorize, approve, or validate the transaction in good faith by a vote sufficient for the purpose of the action without counting the vote(s) of such financially interested Board member(s). Ibid, Section of 5

30 B. Board Member Initial and Annual Certification Each Board member shall initially and annually thereafter receive, review, complete, sign and return a Related Party Questionnaire and Conflict of Interest Certification in accordance with written procedures established by the Interim Director charged with implementing this policy statement. C. Purchasing/Expenditure Authorization Certification Organization employees or others with purchasing and expenditure authority shall receive, review, sign and return the Signature Authorization Certification, in a form prescribed by written procedures, acknowledging the following prohibitions and certifying that they will avoid them: Engaging in or having any personal pecuniary interest in any business, transaction, or incurring any obligation which conflicts with or gives the appearance of conflicting with or impairing independent judgment in the discharge of duties owed the organization; Accepting money, tips, or other considerations for work requited or expected in the regular course of organization duties; Self-referring organization clients, donors, or customers, or recommending others with which there is a personal pecuniary interest; Accepting gifts, gratuities or other favors from those having a business relationship, or prospect of a relationship, with the organization; or Disclosing organization information, not a matter of public record, without authority, or using such information for pecuniary gain. 5 of 5

31 RESOLUTION OF THE BOARD OF DIRECTORS OF THE OTTER STUDENT UNION AT CSU MONTEREY BAY PUBLIC RELATIONS FUNDS RELATING TO THE SOURCE AND USE OF i $cretary Duly adopted by the Board of Directors on May 17, Operating Agreement. 3. That a copy of Resolution No shall be filed as an attachment to the 2. That the Treasurer and Executive Director shall implement this policy.. relations funds that augment State Appropriations. 1. That the Oiler Student Union shall not seek, accumulate or expend public STUDENT UNION AT CSU MONTEREY BAY RESOLVES AS FOLLOWS: NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE OTTER appropriations; accumulate or expend funds for public relations purposes to augment State WHEREAS, The Board of Directors has determined the intent not to seek, organizations that do not have expenditures for public relations, should file a procurement; and statement indicating this fact with the CSU office of contract services and WHEREAS, Said Compliance Guide requires Campus auxiliary 1.0, February 2014, at Section 10.3 prescribes rules and restrictions that apply to public relations funds, including fund sources held and administered by an WHEREAS, CSU Auxiliary Organizations Compliance Guide, Revision auxiliary organization; and will be used, allowable expenditures, and procedures of control; and solicitation of funds, source of funds, amounts, and purpose for which the funds WHEREAS, Said policy must include the policy and procedure on organization to augment State appropriations for public relations; and use of public relations funds if such funds are obtained and used by the auxiliary requires each auxiliary organization to maintain a policy on the accumulation and WHEREAS, Title 5 of the California Code of Regulations, 42502(1), RESOLUTiON NO

32 e. A copy of the charitable organization registration exemption request letter to the Attorney General s Registry of Charitable Trusts. A response is pending. f. A copy of the Fair Employment Practices Policy Statement (sample attached) will be adopted by the Otter Student Union board of directors prior to hiring any OSU employees; g. A copy of the Conflict ofinterest Policy Statement adopted by the Otter Student Union board of directors; and h. A copy of Resolution No relating to the Source and Use of Public Relations Funds adopted by the Otter Student Union board of directors. *** Any questions arising over this request and recommendation may be directed to me. Attachments (8) 2