OPERATING AGREEMENT BETWEEN CALIFORNIA STATE UNIVERSITY AND CALIFORNIA STATE UNIVERSITY FOUNDATION

Transcription

1 OPERATING AGREEMENT BETWEEN CALIFORNIA STATE UNIVERSITY AND CALIFORNIA STATE UNIVERSITY FOUNDATION This agreement is made and entered into by and between the Trustees of the California State University by their duly qualified Chancellor (CSU) and California State University Foundation (Auxiliary) serving the California State University. The term of this agreement shall be January 1, 2016 through December 31, PURPOSE 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 Code et seq. and California Code of Regulations (CCR) Title 5, et seq. In entering this agreement, CSU finds that certain functions important to its mission are more effectively accomplished by the use of an auxiliary organization rather than by the California State University under the usual state procedures. 2. PRIMARY FUNCTION OF THE AUXILIARY In consideration of receiving recognition as an official CSU auxiliary organization, Auxiliary agrees, for the period covered by this agreement, that the primary function(s), which the Auxiliary is to manage, operate or administer is/are: Philanthropic Research, Workshops. Institutes, Conferences In carrying out the above, the Auxiliary engages in the following functions authorized by, CCR tit.5, , which are activities essential and integral to the educational mission of the University: 1. Loans, Scholarships, Grants-in-Aids, Stipends, and Related Financial Assistance. 2. Externally Funded Projects Including Research, Workshops, Conferences, and Institutes. 3. Alumni Programs, including administrative and accounting services for the California State University Alumni Council. 4. Gifts, bequests, devises, endowments, trusts and similar funds, including administration of the systemwide charitable gift annuity program. 5. Public relations, fundraising, fund management, and similar development programs 6. Acquisition, development, sale, and transfer of real and personal property as related to the acceptance of gifts. Auxiliary agrees to receive and apply exclusively the funds and properties coming into its possession toward furthering these purposes for the benefit of CSU. Auxiliary further 1~Page

2 agrees that it shall not perform any of the functions listed in CCR tit.5, unless the function has been specifically assigned in this operating agreement with the California State University. Prior to initiating any additional functions, Auxiliary understands and agrees that CSU and Auxiliary must amend this agreement in accordance with Section 18, Amendment. 3. OVERSIGHT AND OPERATIONAL REVIEW The responsibility and authority of the Chancellor regarding auxiliary organizations is set forth in CCR tit.5, 42402, which requires that auxiliary organizations operate in conformity with CSU and California State University policies. The Chancellor has been delegated authority by the CSU Board of Trustees (Standing Orders VI) to carry out all necessary functions for the operation of the California State University. The operations and activities of Auxiliary under this agreement shall be integrated with California State University operations and policies and shall be overseen by the Chief Financial Officer or designee so as to assure compliance with objectives stated in CCR tit.5, The California State University 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 Chief Financial Officer or designee to the Chancellor, certifying that the review has been conducted. As part of these periodic reviews, the Chancellor should examine the need for each auxiliary and look at the efficiency of the auxiliary operation and administration. Auxiliary agrees to assist the Chief Financial Officer or designee in carrying out the compliance and operational reviews required by applicable CSU 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 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 in good standing. Such action by CSU may result in the limitation or removal of Auxiliaryts right to utilize the CSU name, resources and facilities (CCR tit.5, 42406). 5. CONFLICT OF INTEREST No officer or employee of the CSU shall be appointed or employed by Auxiliary if such appointment or employment would be incompatible, inconsistent or in conflict with his or her duties as a CSU officer or employee. 2 I P age

3 Auxiliary has established and will maintain a conflict of interest policy. The Auxiliary s Conflict of Interest Policy is attached as Attachment EXPENDITURES AUGMENTING CSU APPROPRIATIONS With respect to expenditures for public relations or other purposes which would serve to augment appropriations for CSU operations, Auxiliary may expend funds in such amount 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 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. 7. FISCAL AUDITS Auxiliary agrees to comply with CSU policy and the provisions of CCR tit.5, 42408, regarding fiscal audits. All fiscal audits shall be conducted by auditors meeting the guidelines established the Integrated CSU Administrative Manual (ICSUAM). The Chief Financial Officer shall review the external audit firm selected by the Auxiliary. This review must be conducted prior to the Auxiliary engaging an external audit firm and annually thereafter. If the Auxiliary has not changed audit firms, and the audit firm was previously reviewed and received a satisfactory evaluation, a more limited review may be conducted and submitted. 8. USE OF NAME California State University agrees that Auxiliary may, in connection with its designated functions as a CSU auxiliary organization in good standing and this agreement, use the name, logo, seal or other symbols and marks of the California State University, provided that Auxiliary clearly communicates that it is conducting business in its own name for the benefit of California State University. All correspondence, advertisements, and other communications by Auxiliary must clearly indicate that the communication is by and from Auxiliary and not by or from CSU. Auxiliary shall use the name, logo, seal or other symbols or marks of the California State University only in connection with services rendered for the benefit of the California State University and in accordance with guidance and direction furnished to Auxiliary by the California State University and only if the nature and quality of the services with which the name, logo, seal or other symbol or mark are used are satisfactory to the California State University or as specified by the California State University. The California State University shall exercise control over and shall be the sole judge of whether Auxiliary has met or is meeting the standards of quality for use of its name, logo, seal or other symbol or mark. 3jPage

4 Auxiliary shall not delegate the authority to use the name, logo, seal or other symbol or mark to any person or entity without the prior written approval of the Chancellor or designee. Auxiliary shall cease using the 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 CSU 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 Govermuent Code et. 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 procedures 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 Articles of Incorporation which establishes that upon dissolution of Auxiliary, the net assets other than trust funds shall be distributed in accord with, CCR tit.5, Auxiliary agrees to maintain this provision as part of its 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. 12. USE OF FACILITIES Auxiliary may use those facilities identified for its use in a lease agreement executed between the California State University and Auxiliary. If this Operating Agreement terminates or expires and is not renewed within 30 days of the expiration, the lease automatically terminates, unless extended in writing by the parties. Auxiliary and California State University may agree that Auxiliary may use specified facilities and resources for research projects and for institutes, workshops, and conferences only when such use does not interfere with the instructional program and upon the written approval from appropriate administrators with such specific delegated authority. Auxiliary shall reimburse the California State University for costs of any such use. 4IPage

5 13. DISPOSITION OF NET EARNINGS Auxiliary agrees to comply with CSU and California State University policy on expenditure of funds 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 89904; Executive Order ACCEPTANCE, ADMINISTRATION, AND USE OF GIFTS Auxiliary agrees, if authorized to do so in Section 2 above, that it will accept and administer gifts, grants, contracts, scholarships, loan funds, fellowships, bequests, and devises in accordance with policies of CSU and California State University. A. Authority to Accept Gifts Auxiliary may evaluate and accept gifts, bequests and personal property on behalf of CSU. In acting pursuant to this delegation, due diligence shall be performed to ensure that all gifts accepted will aid in carrying out the CSU mission as specified in Education Code ~89720 and (b). Auxiliary agrees, before accepting gifts of real estate or gifts with any restrictive terms or conditions that impose an obligation on CSU or the State of California to expend resources in addition to the gift, to obtain written approval from the appropriate university authority. Auxiliary agrees that it will not accept a gift that has any restriction that is unlawful. B. Reporting Standards Gifts shall be recorded in compliance with the Council for Advancement and Support of Education and California State University reporting standards and shall be reported to the Chancellor s Office on an annual basis in accordance with Education Code INDEMNIFICATION Auxiliary agrees to indemnif~y, 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 California State University 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 5~Page

6 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 CSU is named as additional insured or loss payee as its interests may appear. 17. NOTICES All 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: President California State University Foundation 401 Golden Shore 6th Floor Long Beach, CA Notice to the California State University shall be addressed to: Trustees of the California State University 401 Golden Shore Long Beach, California Attention: Director, Contract Services & Procurement 18. AMENDMENT This agreement may be amended only in writing signed by an authorized representative of all parties. 19. RECORDS 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. 6~P age

7 20. TERMINATION CSU may terminate this agreement upon Auxiliary s breach of or failure to comply with 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 breach. If~ in the judgment of CSU, the breach has been cured, the termination notice will be cancelled. 21. REMEDIES UPON TERMINATION Termination by CSU of this agreement pursuant to Section 20, Termination, may result in Auxiliary s removal, suspension or probation as a CSU auxiliary in good standing, and loss of any right for Auxiliary to use the name, resources or facilities of CSU or any of its campuses. Upon expiration of the term of this agreement, the parties shall have 30 days to enter into a new operating agreement which period may be extended by written mutual agreement. 22. SEVERABILITY If any section or provision of this Agreement is held illegal, unenforceable or in conflict with any law by a court ofcompetentjurisdiction, 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:, 2017 Cal~2~2LSLa~e-tTru>f~, ~ By Chancellor Executedon 4 Executed on,2015 California tate University Fo.~. ion By fl~af j~ President California State University Office of the Chancellor Contract Services and / Page

8 . 11 The California State University ~ FOUNDATION Attachment 1 CODE OF ETHICS Revised Policy Effective Date: September 14, Members of the governing board and senior financial officers shall abide by Conflict of Interest regulations as outlined in the California Education Code, applicable Sections of which are set forth below FINANCIAL INTEREST PROHIBITED. No member of the governing board of an auxiliary organization shall be financially interested in any contract or other transaction entered into by the board of which he/she is a member, and any contract or transaction entered into in violation of this section is void EXCEPTION. No contract or other transaction entered into by the governing board of an auxiliary organization is void under the provisions of 89906, nor shall any member of such board be disqualified or deemed guilty of misconduct in office under said provisions, if the circumstances specified in the following subdivisions exists: (a) The fact of such financial interest is disclosed or known to the governing board and noted in the Minutes, and the governing board thereafter authorizes, approves, or ratifies the contract or transaction in good faith by a vote sufficient for the purpose without counting the vote or votes of such ~nancially interested member or members, and (b) The contract or transaction is just and reasonable as to the auxiliary organization at the time it is authorized or approved CERTAIN PROVISIONS NOT APPLICABLE. The provisions of shall not be applicable if the circumstances specified in any of the following subdivisions exists: (a) The contract or transaction is between an auxiliary organization and a member of the governing board of that auxiliary organization. (b) The contract or transaction is between an auxiliary organization and a partnership or unincorporated association of which any member of the governing board of that auxiliary organization is a partner or in which he is the owner or holder, directly or indirectly, of a proprietorship interest. c) The contract or transaction is between an auxiliary organization and a corporation in which any member of the governing board of that auxiliary organization is the owner or holder, directly or indirectly, of five 5 percent or more of the outstanding common stock. d) A member of the governing board of an auxiliary organization is interested in a contract or transaction within the meaning of 89906, and without first disclosing such interest to the governing board at a public meeting of the board, influences or

9 . ~ 11 The FOUNDATION California State University attempts to influence another member or members of the board to enter into the contract or transaction UNLAWFUL TO UTILIZE NONPUBLIC INFORMATION FOR PERSONAL PECUNIARY GAIN. It is unlawful for any person to utilize any information, not a matter of public record, which is received by him/her by reason of his/her membership of the governing board of an auxiliary organization, for personal pecuniary gain, regardless of whether he/she is or is not a member of the governing board at the time such gain is realized. 2. Members of the governing board and senior financial officers shall sign an acknowledgement on an annual basis attesting that they are not involved in any transaction or relationship that involves a prohibited financial interest as described in, and not exempted from, Education Code (a Conffict of Interest ). 3. Members of the governing board and senior financial officers shall consult with Foundation General Counsel regarding any existing or proposed transaction or relationship that may constitute a conflict that would violate and, in the case of a proposed transaction, whether to present the proposed transaction to the Board for possible approval in accordance with 89907, if available, or whether the proposed transaction should not be pursued. If the Conflict of Interest is deemed to exist, it shall be handled in accordance with Section 4 of this Code of Ethics 4. If a Conflict of Interest is deemed to exist, it shall be reported to the Audit Committee. The Audit Committee shall devise and recommend to the Board a proposed resolution of, or course of action with respect to, the Conflict of Interest. The Audit Committee shall place the matter on the regular meeting agenda for appropriate action by the Board of Governors. The Board shall discuss the matter in open session, allowing any Governor with a Conflict of Interest to provide an explanation. The Board shall then by majority vote (not including the vote of any Governor with a Conflict of Interest) take action regarding the matter. Such action may include, but is not limited to, validation of the transaction pursuant to 89907, if available, validation of the transaction with conditions, censure or removal of the Governor, rescission of the transaction, or any other action deemed appropriate by the Board. 5. In the interest of avoiding even the appearance of impropriety, members of the governing board and senior financial officers shall disclose in writing to the Board of Governors any Material interest or relationship of which the Governor or senior financial officer is actually aware, even if it is not expressly described in or prohibited by Education Code a. Material interests or relationships that may give the appearance of impropriety include, but are not limited to, any direct or indirect financial interest of the Governor or senior financial officer, immediate family members1 of the Governor or senior financial officer, or any business entity in which the Governor or senior financial officer has an ownership interest Immediate family members shall be defined as a spouse, registered domestic partner or dependent child. 2

10 . 11 The California State University FOUNDATION of five percent (5%) or more, in a contract or transaction proposed to be entered into by the Office of the Chancellor. b. For purposes of this Section 5, an interest or relationship is Material if it involves a potential financial benefit or detriment to the Governor or senior financial officer, or immediate family members of the Governor or senior financial officer, of $2,000 or more. c. A relationship consisting soiely of employment with a party to a transaction, where the Governor or officer, or his or her immediate family member, holds less than five percent (5 o) of the ownership interests in his or her employer, is not a Material interest or relationship. d. Academic or admissions decisions affecting the Governor or officer, or immediate family members of the Governor or officer, made in the ordinary course of business and without undue influence, is not a Material interest or relationship. e. In cases where a Governor or senior financial officer is aware of a Material interest in a proposed transaction with the Office of the Chancellor, such Governor or senior financial officer shall disclose his or her relationship with the CSU Foundation and the Material interest in the transaction, to all parties to the proposed transaction. 6. Section 5 of this Code of Ethics is designed to assist the Foundation and the Office of the Chancellor in avoiding even the appearance of impropriety through disclosure of defined Material relationships, and is not necessarily intended to prohibit the transactions or relationships described therein. Accordingly, Governors and senior financial officers must disclose or cause their related parties to disclose any matter that is described in Section 5 of this Code of Ethics. 7. Members of the governing board shall recuse themselves from the vote on any matter that involves an actual or potential Conifict of Interest involving that Governor or that the Governor recognizes to involve the possible appearance of impropriety involving such Governor or a member of his immediate family. 8. Any evidence or allegations of violations of this Code of Ethics by a Governor or senior financial officer shall be reported to the Foundation General Counsel, and one of either the President or the Audit Committee Chairman. Foundation General Counsel shall discuss the matter with the Governor to obtain additional facts and perspective. If a Conflict of Interest relationship is deemed to exist, Section 4 of this Code of Ethics shall be followed. 9. Employees or other persons affiliated with the Foundation may report any evidence or allegations of violations of the Conflict of Interest policy, or irregularities in accounting or financial matters, to the Audit Committee Chairman and the Foundation General Counsel. The Audit Committee, in consultation with the Foundation General Counsel, shall then take proper action to investigate the matter and recommend a response to the allegations. Employees or other affiliates who report suspected Conificts of Interest or financial or accounting irregularities shall be protected from any retaliation as a result of the report.

11 Policy on Use of Public Relations and Other Funds in Support of the California State University Reference: California Code of Regulations Title 5, Sections (i), Effective Date: December 10, 2015 [Supersedes policy dated March 11, 2002] POLICY OBJECTIVE The purpose of this policy is to ensure that accumulation of resources and subsequent disbursements support the educational mission of the California State University as defined by respective statutes and CSU Board of Trustees policy. Submission of this policy to the Chancellor is required by CCR Title 5, Section (i). POLICY STATEMENT The California State University Foundation has delegated authority from the Chancellor to accept gifts, bequests and other devices on behalf of the California State University. It additionally administers project and agency funds which may be funded by contracts, fees, investment earnings, or contributions by campus auxiliary organizations. Any funding conditions that obligate the California State University to expend state funds, must be pre approved in writing by the university Chief Financial Officer or his/her delegate. The term disbursement covers the payment process for advances, deposits, purchases, reimbursements, refunds, and other expenditures. Disbursements shall serve a clear business purpose and be cost effective and reasonable in consideration of the university s public service. Use of Funds The use of funds is dedicated to efforts helpful to the California State University s mission, priorities, and responsibilities at the Office of the Chancellor and across the California State University system. Funds shall be accepted and maintained in accordance with policies and regulations established by the Board of Trustees. 1. Funds received for community outreach or educational projects, or held as agency funds, shall be administered in compliance of any instructions or restrictions submitted by the funder. 2. Funds received by gift or bequest shall maintain adequate documentation to demonstrate that expenditures are made in a manner consistent with any designations or restrictive conditions. 3. Application of any administrative fees shall be disclosed through applicable fund or gift agreements, as well as, being available on the foundation website. Attachment 2 Prohibited Use of Funds In accordance the restrictions outlined in CCR Title 5, Section 42403, funds shall not be used:

12 Policy on Use of Public Relations and Other Funds in Support of the California State University 2 ~ a g e 1. To support or oppose any candidate for public office, whether partisan or not, or to support or oppose any issue before the voters of this state or any subdivision thereof or any city, municipality, or local governmental entity of any kind except as may be permitted by Section of the Education Code. The prohibition of this subdivision shall not apply to: a. Expressions published in the student press; b. Support of a position taken by the Board of Trustees on an issue which will significantly affect the California State University or any campus thereof. 2. To make personal loans for non-educationally related purposes, except when specifically authorized by agreement under which the funds were received. Allowable Expenditures Expenditures shall be consistent with the Integrated California State University Administrative Manual including the policy on Hospitality and may fall into the following categories: Advocacy Alumni and Student Relations Community Outreach and Engagement Educational Programs and Scholarships Employee Awards, Service Recognition and Talent Management Fundraising and Donor Relations Marketing Efforts, Advertising and Promotional Items Media Relations Professional Development Travel Procedures for Control The Board of Governors, through the annual budget process, designates unrestricted funds for specific public relations and other projects. Other resources designated for the purpose of project-related activities are authorized for expenditure by project managers. Control of expenditures is further maintained by these requirements: 1. Approver must have written delegation providing authority to expense against a given fund and have adequate funds available to meet the commitment. 2. Documentation of the business purpose, and substantiation of the expense through appropriate receipts or invoices. Business meals require a list of those individuals in attendance. 3. Review of expenditures by Foundation management. 4. Payment of expenditures through university Accounting. 5. Monthly statements of expenditures. 6. Annual review of carry-over funds. 2

13 Policy on Use of Public Relations and Other Funds in Support of the California State University 3 J P age The California State University Foundation shall maintain adequate records and shall prepare such periodic reports showing its operations and financial status as may be required by the CSU Board of Trustees. Exceptions The Board of Governors delegates authority to the CSU Foundation President to authorize limited exceptions to this policy. 3

14 ~.o 7 ~~ ~ RESTATED ARTICLES OF INCORPORTATION OF THE CALIFORNIA STATE UNIVERSITY FOUNDATION Garrett P. Ashley and Shari Slate certify that: 1. They are the president and the secretary, respectively, of the CALIFORNIA STATE UNIVERSITY FOUNDATION, a California nonprofit, public benefit corporation. 2. The Articles of Incorporation are amended and restated as follows: ARTICLES OF INCORPORATION Attachment 3 FILED Secretary of State State of California AUG Ipt OF THE CALIFORNIA STATE UNIVERSITY FOUNDATION We, the undersigned, desire to form a nonprofit corporation pursuant to the General Nonprofit Corporation Law of the State of California, and do hereby state and declare: FIRST: The name of the corporation shall be: CALIFORNIA STATE UNIVERSITY FOUNDATION. SECOND: This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation law for charitable purposes. This corporation is organized, and at all times hereafter will be operated, exclusively for the benefit of, to perform the functions of, and to carry out the purposes of The California State University. The charitable purposes for which this corporation is organized are to promote, ARTICLES OF INCORPORATION.doc 01/31/13

15 assist and receive gifts, property and funds to be used for the benefit of the Trustees of the California State University. This corporation shall be an auxiliary organization of the California State University and shall conduct its operations in conformity with the California statutes governing such organizations (Chapter 7, commencing with Section 89900, of part 55, Division 8, Title 3 of the Education Code) and the Regulations adopted by the Board of Trustees of the California State University (Subchapter 6, commencing with Section 42400, of Chapter 1, Division 5 of Title 5 of the California Code of Regulations) as required by the Education Code, Section (c) THIRD: No substantial part of the activities of this corporation shall consist of the carrying on of propaganda, or otherwise attempting to influence legislations, nor shall this corporation participate or intervene in any political campaign (including publishing or distribution of statement) on behalf of or in opposition of any candidate for public office. Notwithstanding any other provision of these articles, this corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501 (c) (3) of the ARTICLES OF NCORPORATION.doc 01/31/13

16 Internal Revenue Code of 1986 as amended, or (b) by a corporation contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986 as amended. FOURTH: The number of Governors, their qualifications, powers, duties, terms of office, manner of removal and filling vacancies on the Board, and the manner of calling and holding meetings of Governors, shall be as stated in the Bylaws. FIFTH: This corporation shall have no members other than the persons constituting its Board of Governors. The persons constituting its Board of Governors shall, for the purpose of any statutory provision or rule of law relating to nonprofit corporations otherwise, be taken to be the members of such corporation and exercise all the rights and powers of members thereof. SIXTH: Each member of the Board of Governors shall have one vote. There shall be no proxy voting permitted for the transaction of any of the business of this corporation. SEVENTH: The property of this corporation is irrevocably dedicated to charitable purposes set forth in Article SECOND, and no part of the net income or assets of this corporation shall ever inure to the benefit of any ARTICLES OF INCORPORATION.doc 01/31113

17 A~7L~L~5.t2 private person. Upon dissolution or winding up of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to one or more nonprofit corporations organized and operated for the benefit of the California State University, and approved by the Chancellor of the California State University. Such nonprofit corporation or corporations, must be qualified for Federal income tax exemption under Section 501 (c) (3) of the Internal Revenue Code of 1986 as amended, and be organized and operated exclusively for charitable purposes. EIGTH: The Articles of Incorporation of this corporation shall be amended only by the vote of the majority of the total number of the members of the Board of Governors currently in office, subject to the approval of the Chancellor of the California State University. NINTH: In accordance with the provisions of Section 9913 of the California Corporations Code, this corporation elects to be governed by all of the provisions of the California Nonprofit Public Benefit Corporation law not otherwise applicable to this corporation under Sections of the corporations Code. 3. The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the President of the California State University Foundation and the California Stat~ University Foundation s Board of Governors. ARTICLES OF INCORPORATION.doc 01/31/13

18 A :07 L4L~ 5$~2 4. The corporation has no members. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. DATE: ~ an Slate, Secretary ARTICLES OF INCORPORATIONdoc 01/31/13

19 . 11 The California State University ~ FOUNDATION 401 Golden Shore, 6th Floor Long Beach, CA LEASE AGREEMENT This Agreement dated December 18, 2015 is between the Trustees of the California State University, Office of the Chancellor ( Office of the Chancellor ) and the California State University Foundation ( Auxiliary ). WHEREAS: Auxiliary desires to use facilities at the Office of the Chancellor for administrative use and, WHEREAS: Office of the Chancellor desires to permit the use by Auxiliary of certain office facilities and appurtenances on an as available basis, THEREFORE: In consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows: 1. Commencing December 18, 2015 until January 1, 2025 or terminated by either party, Office of the Chancellor shall grant Auxiliary permission to use certain office facilities and shall perform services related to the provision of such facilities in consideration for the Auxiliary providing the services described below to the Office of the Chancellor: a. Oversight of the administrative aspects of gift receipt for the California State University Office of the Chancellor. b. Management of the systemwide scholarship and gift annuity programs. c. Promoting the positive image of the CSU through outreach and communication efforts. d. Fostering goodwill with key statewide and regional constituencies. e. Providing external feedback on critical issues facing the California State University. 2. Office facilities being used by Auxiliary at Office of the Chancellor a. One office, two open plan cubicles as a share of time dedicated to Auxiliary business conducted by Office of the Chancellor employees. b. Access to meeting rooms and conference facilities located at the Office of the Chancellor. 3. Office of the Chancellor shall provide technical and support services, as necessary and as available, on a reimbursed cost basis. Auxiliary understands that cost for such services shall be at the Office of the Chancellor s cost of employees providing such services, including the CSU Campuses Fresno Monterey Bay San Francisco Bakersfield Fullerton Northridge San José Channel Islands Humboldt Pomona San Luis Obispo Chico Long Beach Sacramento San Marcos Dominguez Hills Los Angeles San Bernardino Sonoma East Bay Maritime Academy San Diego Stanislaus

20 . ri ] 11 The FOUNDATION California State University cost of fringe benefits. The reimbursement will be on a fair and reasonable basis and may be met by an exchange of value of services and support. 4. Auxiliary shall exercise care in the use of the Office of the Chancellor facilities. Auxiliary shall comply with Office of the Chancellor guidelines for the use of its facilities. Auxiliary shall not act or fail to act in any way that results in excessive wear or in damage to the facilities or equipment. 5. Auxiliary shall repair, replace, or otherwise restore any part or item of the facilities damaged, lost or destroyed during the Auxiliary s use. 6. Auxiliary shall hold harmless, defend, and indemnify the State of California, the Trustees of the California State University, and their officers, employees, and agents from all loss, expense, claims, actions, and damages arising out of or in any way connected with the acts or omissions of Auxiliary under this agreement. 7. Auxiliary in its advertisements and announcements of the programs conducted in the Office of the Chancellor s facilities shall clearly set forth its sponsorship of the program and shall not express or imply sponsorship by the State of California, the California State University, or the Office of the Chancellor. 8. No alterations or variations of the terms of this agreement shall be valid unless make in writing and signed by the parties hereto. No oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto. 9. Auxiliary shall pay, upon Auxiliary s receipt of an appropriate invoice from the Office of the Chancellor, for those facilities and services provided by the Office of the Chancellor requiring such payment. 10. This lease agreement may be terminated by either party by giving the other 30 days written notice of such termination IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto upon the date first above written. Auxiliary Office of the Chanc Garrett P. Ashley, President f - ev~..~ ~cutive Vice Chancellor and C~-fF. ancial Officer /