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Council of Trustees
Quarterly Business Meeting
Friday, December 16, 2016
2:00 p.m.
Crawford Center Conference Room
AGENDA
• Roll Call
• Public Comment Period
• Old Business
Action
Minutes – Meeting held on November 9, 2016
• Welcome
Appointed - EU Student Trustee Savannah F. Anderton
• President H. Fred Walker – President’s Report to the Council of Trustees
• New Business
Executive – Action
Resolution
Posthumous Honor of the Contributions of EU Trustee Ronald A. Steele
Academic Affairs (Dr. Michael Hannan, Provost and Vice President for Academic Affairs)
Information – Academic Affairs
Academic Affairs Report
Individuals Granted Emeritus Status
Program Revisions
Bachelor of Arts in Communication Studies
Bachelor of Arts in Political Science – International Affairs concentration
Minor in Special Education
-2AGENDA – Council of Trustees
Edinboro University of Pennsylvania
December 16, 2016
Enrollment Management (Dr. William Edmonds, Vice President for Enrollment Management)
Information – Enrollment Management
Enrollment Management Report
Finance and Administration (Mr. Guilbert Brown, Vice President for Finance and Administration)
Action – Finance and Administration
President Walker recommends approval of Contracts and Purchases as reviewed
by the Council of Trustees for the period October 1-31 and November 1-30, 2016.
Resolution – Certification of Compliance with Board of Governors’ Policy 1985-04-A: University
External Financial Support
Edinboro University Alumni Association
Edinboro University Foundation, Inc.
Edinboro University Services, Inc.
Edinboro University Student Government Association
Resolution – Demolition of Chicken Coop at Porreco College (Erie campus)
Information – Finance and Administration
Finance and Administration Report
EU Financial Statements and Supplementary Information for Years Ended June 30, 2016
and 2015
Personnel transactions since October 24, 2016
Student Affairs (Dr. Mary Beth Mercatoris, Interim Dean of Students and Campus Life)
Information - Student Affairs
Student Affairs Report
University Advancement (Ms. Marilyn Goellner, Assistant Vice President for Advancement)
Information – Advancement
Advancement Report
Gifts-in-Kind received since October 24, 2016
Executive Committee/Representative Reports
Information – Advancement
PACT Executive Committee Report (Trustee Harold Shields)
Summary of December 6 conference call - PACT Executive Board and Council of Trustees
Chairs
2017 PACT Spring Conference – April 19-20, 2017
Dixon University Center
Accommodations: Harrisburg Hilton & Towers
NEXT Meeting of the EU Council of Trustees – date changed to March 22, 2017
Council of Trustees
Friday, December 16, 2016
Public Meeting 2:00 p.m.
Crawford Center Conference Room
AGENDA
• Old Business
Action
Minutes – Meeting held on November 9, 2016
Council of Trustees
Friday, December 16, 2016
Public Meeting 2:00 p.m.
Crawford Center Conference Room
AGENDA
• New Business
Executive
Action
Executive – Action
Resolution – Posthumous Honor of the Contributions of EU Trustee Ronald A. Steele
Council of Trustees
Friday, December 16, 2016
Public Meeting 2:00 p.m.
Crawford Center Conference Room
AGENDA
• New Business
Academic Affairs (Dr. Michael Hannan, Provost)
Information – Academic Affairs
Academic Affairs Report
Individuals Granted Emeritus Status
Program Revisions
Bachelor of Arts in Communication Studies
Bachelor of Arts in Political Science – International Affairs concentration
Minor in Special Education
Academic Affairs - Report
Edinboro University Council of Trustees
December 16, 2016
Accreditations and Recognitions
• During its September 20-22, 2016 meeting, the Commission on Collegiate Nursing Education (CCNE)
Board of Commissioners acted to grant accreditation to the baccalaureate degree program in nursing at
Edinboro University for 10 years effective February 22, 2016. The next on-site evaluation will occur in
the Spring of 2026.
• The Accreditation Board for Engineering and Technology (ABET) accreditation campus visit took place
on October 2-4. Positive feedback was received from the evaluation team.
• Edinboro University was named one of the Best Online Colleges in Pennsylvania for 2016-17 by
Affordable Colleges Online.
• Edinboro University was recognized for the 7th year in a row as “Military Friendly” by Victory Media.
The honor is awarded to institutions that are doing the most to embrace military students and dedicate
resources to ensure their success in the classroom and after graduation.
University Outreach and Campus Programs
• The Center for Faculty Excellence and Information Technology Services hosted a Professors Integrating
Technology (PIT) event in Ross Hall on October 26, 2016, for faculty members to learn about
technology and receive tips for integrating technology in the classroom. Topics that were covered
included: YouSeeU, Adobe Spark Video, Starfish, SMART Technology, Quality Matters and Dropbox.
• Edinboro University hosted its first Fall Internship Fair on November 1st in the Frank G. Pogue Student
Center Multipurpose Room. More than 60 employers participated in the event that was offered to all
students of all majors.
• Edinboro University hosted a Graduation Fair on November 15-16 in Frank G. Pogue Student Center for
students who are graduating in December. The fair is a one-stop-shop for pending graduates to pick-up
commencement tickets, cap and gown, tape an introduction video and complete an exit interview with
financial aid staff.
• Eight student teachers from Edinboro University traveled to Dublin, Ireland, November 19 –
December 14 as part of a study abroad program led by Slippery Rock University faculty member,
Dr. Robert Snyder.
• The 10th annual College Bowl competition was held on November 10th in the Frank G. Pogue Student
Center. Winning teams were as follows:
Undergraduate Competition:
First place:
Middle and Secondary Education and Educational Leadership
Second place:
Criminal Justice, Anthropology, and Forensic Studies
Third place:
Math and Computer Science
Fourth place:
Geosciences
Graduate Competition:
First place:
Speech, Language and Hearing
Second place:
Social Sciences
Third place:
Communication Studies
Faculty Recognition
• Professor Suzanne Proulx, Art Department, was commissioned by Febreze Air Purifiers to make
sculptures out of 40 pounds of dust – the average amount collected in a year in the average American
home. With the help of family, friends and students, Professor Proulx was able to create dust bunnies
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Edinboro University Council of Trustees
December 16, 2016
that look like actual bunnies. The finished sculptures are being displayed behind glass at Febreze
headquarters in Marlborough, Massachusetts.
•
•
•
•
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Dr. Mary Elizabeth Meier, professor in the Art Department, was named Art Educator of the Year by the
Pennsylvania Art Education Association. Dr. Meier was honored during the association’s annual
conference on October 8.
Professor Umeme Sababu, Department Chair in the History, Politics, Languages and Cultures
Department, was invited to serve on the National Governing Board of the National Social Science
Association (NSSA). The NSSA is one of the largest interdisciplinary educational associations in the
United States, providing training for social scientists through publications, conferences and seminars.
On October 28, Dr. Mary Jo Melvin traveled with 40 Edinboro University students majoring in
Education to the Elk Valley Elementary School in Girard, PA, to provide high-quality literacy lessons to
approximately 658 students. The principal of Elk Valley sent a letter to President Walker, recognizing
Dr. Melvin’s work with the school over the past several years and complimented her commitment to
nurturing the joy of teaching and learning.
On November 10, Dr. Donald Sheehy and Dr. Robert Hass of the English and Philosophy Department
joined other scholars of the poetry of Robert Frost in a panel discussion at the Jefferson Educational
Society in Erie as part of their Global Summit VIII. The granddaughter of the late Robert Frost was also
a participant in the panel discussion. A play about the life of Frost entitled “This Verse Business” was
held in the Louis C. Cole Auditorium-Memorial Hall on November 12.
On November 29 Dr. Baher Ghosheh (Geosciences Department) and Dr. Andrew Smith
(Communication Studies Department), participated in a panel discussion about the daunting challenges
our new president faces in steering U.S. policies throughout the Middle East. The event, held in
Compton Hall, was presented by the North-Africa/West Asia Studies Committee (NAWA) of Edinboro
University. Dr. Jim Wertz (Journalism and Public Relations Department) served as moderator.
Student Recognition
• This past May, Edinboro University Honors students, Savannah Anderton and Stephanie Stevenson,
traveled to Spain as part of the annual PASSHE Summer Honors Program. The students hiked a 190mile section of the historic Camino de Santiago, the pilgrimage to the Cathedral at Santiago, where
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Edinboro University Council of Trustees
December 16, 2016
•
•
legend has it the remains of an apostle of Jesus, St. James, lie. Along the route, students participated in
classes centered around analyzing classic Spanish texts that pertained directly to the Camino.
Three Edinboro University Honors students presented at the 50th annual National Collegiate Honors
Council (NCHC) meeting in Seattle, Washington, on October 12-16. Letitia Cawley presented “The
Elements of Self-Portraiture”; Logan Erdner presented “Principles of Animation Driving Fine Art”; and
Megan Kunst presented on two traditional methods to construct a pair of 3D forensic facial
reconstructions on 3D printed human skulls.
Several Honors Scholars had the opportunity to contract a non-Honors course:
°
°
°
°
°
•
Mackenzie Bracken completed a story as a written work and is now converting it into a graphic
novel under the guidance of Professor Robert Hass.
Morgan Calahan is working with Professor Henry Lawrence on a series of scientific illustrations,
diagrams, and models on different physical elements of the ecosystem.
Erika Krasneski is working with Professor Terri White to manage and plan a “Disability
Carnival,” where students would be given various chances to experience disability.
Kathlyn Longtine is collaborating with Professor John Repp to write a full-length story in
addition to analyzing Nabakov’s Bend Sinister.
Emma Sullivan is working with Dr. Katherine Robbins-Hunt to coordinate a program to mentor
struggling student athletes and to collect and analyze data to evaluate the program’s
effectiveness.
Graduate student Stephanie Lambing presented her work entitled “Art Therapy Curriculum for Older
Adult Veterans with Mental Health and Neurological Diagnosis,” in an online seminar on December 3,
2016. Ms. Lambing discussed research supporting the curriculum, the approach, client artwork and the
group utilizing the curriculum at NAMI (The National Alliance on Mental Illness) Southwest
Washington.
Miscellaneous
• Laugh/Riot performances of “Night of the Living Dead” took place during the month of October in the
Diebold Center for the Performing Arts.
• Edinboro University’s Music Department hosted a Vocal Fall Concert on October 23 in the Louis C.
Cole Auditorium-Memorial Hall. Performers included the Edinboro University Singers, University
Chorale, selected soloists and Men’s Barbershop group.
• On October 24, Beth Zewe, Director of Continuing Education and Workforce Development. and
Ombudsperson, gave a presentation at the Erie Regional Manufacturing Partnership quarterly meeting
on the Workforce and Economic Development Network (WEDnet) and provided information about
Edinboro’s Quality Assurance Certificate program.
• The Edinboro University Clay Club hosted clay workshops October 26-27 in East Hall. Guest artist,
Joanna Powell, delivered an artist talk during an evening event.
• On November 11, Edinboro University ROTC and Veterans Success Center observed Veterans Day with
a 21-Gun Salute and Flag-Folding Ceremony. Guest speaker Sergeant 1st Class Nathaniel Wilson, a
Veteran student, spoke about the importance of family in the military and as a veteran.
• Edinboro University’s chapter of the Public Relations Student Society of America (PRSSA) won a
Silver Award in the 2016 Niagara Awards competition sponsored by the Public Relations Society of
America’s Northwestern Pennsylvania chapter. The Edinboro PRSSA chapter won in the category of
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Edinboro University Council of Trustees
December 16, 2016
“Special Events and Observances” for its sponsorship of PRSA Student Day on April 6 where students
and public relations professionals are brought together for a day of speakers, panels and networking.
• Edinboro University hosted an artist workshop and lecture by Russian-born ceramic artist Sergei Isupov
on December 1 in connection with an opening of an Erie Art Museum exhibition of the artist’s work.
Academic Affairs – Information
Edinboro University Council of Trustees
December 16, 2016
Emeritus Status Awarded – December 2016
EM ERI TUS
NAM E
Mrs. Rachael Burke
Dr. Dorothy Carlson
Dr. Tadesse Kidane-Mariam
Dr. Joseph Laythe - posthumous
Mr. Bruce Skolnick
Mr. Franz Spohn
DEPARTM ENT
Art
Nursing
Geosciences
History, Politics, Languages and Cultures
Academic Success
Art
Academic Affairs - INFORMATION
Edinboro University Council of Trustees
Friday, December 16, 2016
Program Revisions
Name of Program
Code
Description of Revisions/Reasons
N=new
R=Revision
M=Moratorium
1
2
Bachelor of Arts in Communication Studies
(UWCC approved 11-2-16; Pending Senate
approval 12-5-16)
Bachelor of Arts in Political Science –
International Affairs Concentration
R
The “C” or better requirement in English Skills courses will be dropped and “D” grade
courses will not count in the major but can be used as general education electives and
free electives.
R
This program is being revised to reflect the evolving nature of course offerings at
Edinboro University. MATH 260 (Elements of Statistics) changes to its new course
prefix/number, STAT 260; name of Section III in program requirements changes from
“Thematic Courses” to “International Relations”; changing name of Section IV from
“Regional Studies” to “Comparative and Thematic Studies”; GEOG 332 (Political
Geography) is moved from Section III of program requirements to Section IV; in
Section IV the list of available course options is expanded.
The revision for this minor replaces SPED 350 (Language and Literacy Skills for
Students with Disabilities) with SPED 335 (Positive Behavior Supports in Secondary
Settings). SPED 335 addresses classroom approaches for managing behaviors in
inclusive and special education settings. The additional preparation for students
pursuing this minor will better prepare them, as future teachers, to meet the academic,
behavioral, and social needs of students with exceptionalities.
(UWCC approved 11/30/16; Pending Senate
approval 12-5-16)
3
Minor in Special Education
(UWCC approved 11/30/16; Pending Senate
approval 12-5-16)
c:
R
Office of Admissions
Office of Financial Aid
Office of Institutional Research
Office of the Registrar
1
Council of Trustees
Friday, December 16, 2016
Public Meeting 2:00 p.m.
Crawford Center Conference Room
AGENDA
Enrollment Management (Dr. William Edmonds, Vice President for Enrollment Management)
Information – Enrollment Management
Enrollment Management Report
Enrollment Management – Report
Edinboro University Council of Trustees
December 16, 2016
ADMISSIONS
• Promoting EU by sending an e-card (e-mail) to inquiry pool, applicants, and student search names,
the message was have a Happy Thanksgiving. We also, provided links for calls to action, as well
as providing links for additional information.
• Publications Quantity List – Created a document for the number of print publications needed for
this year and to make adjustments as needed for next year.
• Porreco - Assistant Director of Admissions will be on the Porreco campus two mornings each
week, Monday and Tuesday from 8:00 AM to 12:00 noon to cover in the absence of the
Admissions and Financial Aid staff member.
• Spring 2017 Tartan Transfer Days 10:00 a.m. – 12:00 Noon and 1:00 – 3:00 p.m.
O Friday, January 27, 2017, Monday, February 13, 2017, Tuesday, March 21, 2017,
Thursday, April 13, 2017, and Thursday, May 4, 2017
• Tartan Transfer Days – Working with Marketing to have the dates and times placed on the website
and registration form active.
• Implemented and fully utilizing the approved admission criteria.
FINANCIAL AID EVENTS FOR FALL 2016
• Good News
o PHEAA Audit – On November 15-16, a representative from PHEAA was on campus to
perform an audit of 2015/16 state programs. There were no audit findings.
o Held on November 8 a FAFSA information session on the Porreco campus for the Trade
Act students. Nine (9) students were in attendance. The session helped alleviate the stress of
students needing to complete the FAFSA and clear any misunderstandings of what is
needed for the income adjustments paperwork.
o November 15 - Financial Aid Director spoke to GRAD students who are getting ready to
graduate or just needed extra information on loan repayments and exit counseling.
Approximately 20 students were in attendance.
• Initiatives
o Awarding for 2017/18 will begin mid-late January. Working with ITS to set up Banner and
get ready for the new awarding year. If we do not encounter any challenges with set up,
awarding for new students will begin in January and returning students shortly after that in
March or sooner.
• Ongoing projects
o Office efficiency and improvements to processes.
o Streamlining lender list on website- working with Great Lakes to compile a streamlined list
of lenders that provide private loans to our students. The purpose is to have a
comprehensive database of lenders we work with and the services provided by each. This
will alleviate the frustration of students searching the internet for private loan lenders who
meet their funding needs.
• Terms and Conditions
o Terms and Conditions will be placed in Banner for students to read and accept. We
received an approved template from PASSHE to be used for this purpose. The terms and
conditions describe financial terms, financial aid terms, and billing agreements. The form is
“housed” in the financial aid module, but will contain the information relating to payments
as well. The purpose is the inform our students of things regarding to bill payments and
financial aid to help them be more successful at EU and to alleviate some stress of students
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Edinboro University Council of Trustees
December 16, 2016
who feel they have not been informed of the billing, payment, and financial aid processes.
Students will view this information through their Scots account and will check a box stating
they have read the information. A process will be run to load the information into Banner.
o Porreco - a representative from the financial aid office will be on the Porreco campus two
afternoons each week, Wednesday and Thursdays from 1-4:30 p.m. to cover in the absence
of the financial aid representative.
MARKETING AND PRINT PUBLICATIONS
• Launched new email blasts for Graduate Studies, promoting Art Therapy and various
Education programs.
• Created Happy Thanksgiving email to large student database to stay in contact and drive
awareness.
• Conducted research on EU website Search Engine Optimization in an effort to select a program
and implement before the end of 2016.
• Based on results, revised movie theater digital retargeting plan to include all video ads, and no
banner ads.
• Expanded Transfer Student campaign with social media and geofencing. Email blast is also in
the works once the new CRM is in place.
• Created large EU ad in Erie Times News Thanksgiving edition to capture one of largest
readership days of the year.
• Finalized renewed sponsorship with Erie Bayhawks, giving EU higher ed exclusivity on arena
scoreboard with rotating digital messages.
• Pushed forward on production of Porreco College View Book.
• Began creating images and captions for new CRM that highlight individual programs and areas
of interest.
• Continued Winter Session promotion to encourage class registration.
• Worked with Dr. Edmonds to continue the process of selecting an external firm to conduct EU
marketing audit.
• Tracked web analytics as they relate to events in the marketing calendar.
• Assisted various departments with their design, marketing and publication needs, either through
our workflow ticket system or direct contact:
o Athletics football postcard
o Leadership Institute logo (in production)
o Learning/Living Communities logo (in production)
o Softball helmet designs (in production)
o MACS brochure/mailer (in production)
o EU non-emergency texting icon (in production)
o Honors Department letterhead (in production)
o EU holiday card (in production)
o Athletics winter sports posters (in production)
WEBSITE
• Met with Art Department to discuss expanded department pages.
• Created new landing page for Graduate Studies.
• Created concept layouts for individual program pages.
• Continued to field many tickets requesting updates, etc.
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Edinboro University Council of Trustees
December 16, 2016
VETERANS SUCCESS CENTER
• Veterans Day attracted 30 Veterans and numerous members of the Edinboro community to
campus for the annual flag ceremony and three volley salute. This was a significant increase
over the previous year.
• Pets and Vets had over 100 attendees consisting of students, Veterans, community members,
and potential students. The Student Veterans Association was able to donate $80 and 88 items
to the ANNA Shelter in Erie and the EARS rabbit shelter.
Council of Trustees
Friday, December 16, 2016
Public Meeting 2:00 p.m.
Crawford Center Conference Room
AGENDA
• New Business
Finance and Administration (Mr. Gil Brown, Vice President for Finance and Administration)
Action – Finance and Administration
President Walker recommends approval of Contracts and Purchases as reviewed
by the Council of Trustees for the period October 1-31 and November 1-30, 2016.
Resolution – Certification of Compliance with Board of Governors’ Policy 1985-04-A:
University External Financial Support
Edinboro University Alumni Association
Edinboro University Foundation, Inc.
Edinboro University Services, Inc.
Edinboro University Student Government Association
Resolution – Demolition of Chicken Coop at Porreco College (Erie campus)
Contracts & Purchases
October 2016
Council of Trustees Meeting
December 16, 2016
COUNCIL OF TRUSTEES
EDINBORO UNIVERSITY - REPORT OF CONTRACTS FROM 10/01/16 TO 10/31/16
Contractor's Name
Cost Center Name
Description
Funding Source
Expense Category
Amount
Allied Fire Protection
Systems Inc
Various
Inspection of Fire
Sprinkler Systems
Various
Contracted Maint Bldgs & Grounds
$
10,500.00
Amark
Environmental LLC
Library
Improvements
Remove Asbestos Baron-Forness Library
Unrestricted E&G
Projects
Hazardous Waste
Removal
$
464.00
Amark
Environmental LLC
Deferred Maint McComb
Remove Asbestos McComb Fieldhouse
Unrestricted E&G
Projects
Hazardous Waste
Removal
Anderson Coach
& Travel
Various
Transportation
for Tennis Team
Self-Supported
Funds
Athletic Team
Travel
Anita Szymanski
Community Music
School
Piano Lessons
Self-Supported
Funds
Specialized
Services
Arizon Company
Shops/Plant
Repair AC & Inflation
Controllers on the Dome
General Funds
Contracted Maint Bldgs & Grounds
5,346.00
C.W. Beal Inc
Deferred Maint Compton Hall
Interior Painting in
Compton Hall
Other E&G Funds
Contracted Maint Bldgs & Grounds
17,940.00
Combustion Service
& Equipment
Food Service Maint & Custodial
Repair Boiler in
Van Houten Dining Hall
Dining Hall Funds
Contracted
Repairs
5,000.00
James Reinarz
Community Music
School
Violin Lessons
Self-Supported
Funds
Specialized
Services
462.00
John Pintea
Sports Information
Announcer for
Women's Volleyball
General Funds
Game Support
Personnel
300.00
Keystone Fitness
Equipment Repair
University Center
Operations
Maintenance on
Fitness Equipment
Student Center
Funds
Contracted
Repairs
812.00
3,967.17
357.00
5,640.00
COUNCIL OF TRUSTEES
EDINBORO UNIVERSITY - REPORT OF CONTRACTS FROM 10/01/16 TO 10/31/16
Contractor's Name
Cost Center Name
Description
Funding Source
Expense Category
Amount
Mayer Brothers
Construction Co
Lot & Road
Repaving
Parking Lot
Repavement
Other E&G Funds
Contracted Maint Bldgs & Grounds
8,327.06
Perry Construction
Group Inc
Van Houten
Furnishings
Overhead Doors at
Van Houten Dining Hall
Unrestricted Auxiliary
Projects
Contracted Maint Bldgs & Grounds
18,600.00
Pittsburgh Stage
Incorporated
Shops/Plant
Theatrical Rigging
Equipment
General Funds
Contracted
Repairs
3,674.00
Rabe Environmental
Systems
East Hall
New Roof Mounted
Exhaust Fan
Other E&G Funds
Contracted Maint Bldgs & Grounds
4,500.00
Sarah Lee
Community Music
School
Bassoon Lessons
Self-Supported
Funds
Specialized
Services
Schaal Glass
Van Houten
Improvements
Remove/Replace
Insulated Glass Units
Dining Hall Funds
Contracted Maint Bldgs & Grounds
3,563.00
Stadium Solutions
Incorporated
Shops/Plant
Bleacher Inspection in
Various Locations
General Funds
Contracted Maint Bldgs & Grounds
3,682.00
TOTAL
425.00
$
93,559.23
COUNCIL OF TRUSTEES
EDINBORO UNIVERSITY-REPORT OF PURCHASE ORDERS OVER $10,000 FROM 10/01/16 TO 10/31/16
VENDOR-NAME
VENDOR-ADDRESS
DESCRIPTION
PO NUMBER
PO AMOUNT
Allen & Shariff
Engineering LLC
7061 Deepage Dr
Columbia MD 21045
Compton Hall Animal Facility AHU
Replacement Design Services
3900008321 $
16,775.00
Audio Visual
Innovations
2350 Eldo Rd
Ste B
Monroeville PA 15146
Cole Auditorium
Media Update Project
4500513323
14,625.00
Cleveland Brothers
Equipment Co
3950 Depot Rd
Erie Pa 16510
Facilities Loader Rental
4500511646
14,500.00
Edinboro University
Foundation
Edinboro University of PA
Edinboro PA 16444
Facilities Traditional Residence Hall
Laundry Machines Reimbursement
4500512268
12,900.00
Elsevier Science
Order Fulfillment
St Louis MO 63146
Library Annual Science
Direct Online Subscription
4500512623
27,563.23
James B
Schwab Co
2901 West 22nd St
Erie PA 16506
Campus-Wide Annual Copier
Maintenance & Repair Services
4500511879
61,548.40
Leader Graphics
1926 Peach St
Erie PA 16502
Admissions Vinyl
Graphic Applications
4500512249
10,480.00
MSL Direct Inc
4302 Old William Penn Hwy
Ste 200
Murrysville PA 15668
Admissions Printing &
Mailhouse Services
4500511872
35,889.90
OCLC Inc
6565 Kilgour Pl
Dublin OH 43017-3395
Library Subscription Services
4500511542
12,800.00
PA Dept of
General Services
PO Box 2833 Accts Receivable
Harrisburg PA 17101
Finance & Administration Annual Boiler,
Machinery and Excess Property
Insurances, Employee Performance Bond
4500512866
89,857.00
COUNCIL OF TRUSTEES
EDINBORO UNIVERSITY-REPORT OF PURCHASE ORDERS OVER $10,000 FROM 10/01/16 TO 10/31/16
VENDOR-NAME
VENDOR-ADDRESS
DESCRIPTION
PO NUMBER
Software Services
of Delaware Inc
1024 Justison St
Wilmington DE 19801
Information Technology Services Annual
Axiom Web Form License Renewal
4500511302
13,120.00
Taser International Inc
17800 North 85th St
Scottsdale AZ 85255
Police Department Taser Equipment
& 5-Year Assurance Plan
4500512465
34,434.56
Westchester Academic
Library
118 North Bedford Rd
Ste 302
Mt Kisco NY 10549
Library Subscriptions
4500512887
17,428.11
Yankee Book
Peddler Inc
999 Maple St
Contoocook NH 03229
Library Books
4500512594
25,000.00
TOTAL
PO AMOUNT
$
386,921.20
Contracts & Purchases
November 2016
Council of Trustees Meeting
December 16, 2016
COUNCIL OF TRUSTEES
EDINBORO UNIVERSITY - REPORT OF CONTRACTS FROM 11/01/16 TO 11/30/16
Contractor's Name
Cost Center Name
Description
Funding Source
Expense Category
$
Amount
Al's Awning
Shop Incorporated
Van Houten
Furnishings
Installation of Stationary
Awning Panels
Unrestricted Auxiliary
Projects
Contracted Maint Bldgs & Grounds
1,560.00
Ash Enterprises
Geosciences
Maintenance on Spitz
Model A3P Projector
General Funds
Contracted
Repairs
3,550.00
Conversion Image
Technology Inc
Library Administration
Annual Maintenance
on Minolta Microfilm
General Funds
Contracted Maint Office Equip
2,535.00
Culligan Water
Food ServiceMaint & Custodial
Water Softener Services
Dining Hall Funds
Contracted Maint Bldgs & Grounds
68,838.00
Development
Cubed Inc
University
Commencement
Student Commencement
Video Services
General Funds
Specialized
Services
4,921.50
Grise Audio
Visual Center
Open House
Events
Audio Visual Support
for Open House
Specialized
Services
General Funds
1,410.00
Grise Audio
Visual Center
University
Commencement
Audio Visual Support
for Fall & Spring
Commencement
General Funds
Specialized
Services
6,020.00
Heartland Campus
Solutions
Bursar
Federal Tax
Document Services
General Funds
Printing Services
Contracted
Jason Franz
Adaptive Athletic
Program
Wheelchair Basketball
Official
General Funds
Game Officials
16,000.00
940.00
COUNCIL OF TRUSTEES
EDINBORO UNIVERSITY - REPORT OF CONTRACTS FROM 11/01/16 TO 11/30/16
Contractor's Name
Cost Center Name
Description
Funding Source
Expense Category
Amount
John Leisering
Sports Information
Men's/Women's
Basketball Announcer
General Funds
Game Support
Personnel
810.00
Kimberly Joy
Morrow
Continuing
Education
Social Work
Professionals
Workshop
Special Programs
Professional
Services
900.00
Meadville Children's
Center
PA Pre-K Counts
Program
2016-2017 Budget for
Pre-K Counts Grant
Restricted Grant /
Contract - State
Subcontract
Expense
283,500.00
Nites Lites
University
Commencement
Audio & Lighting for
Fall & Spring
Commencement
General Funds
Specialized
Services
520.00
Paul Crider
Adaptive Athletic
Program
Wheelchair Basketball
Official
General Funds
Game Officials
Professional Service
Industries Inc
Fire & Safety
Industrial Hygiene
Services
General Funds
Contracted Maint Bldgs & Grounds
15,000.00
Raven Rental
University
Commencement
Audio Sound System
for Fall & Spring
Commencement
General Funds
Rental / Operating
Lease - Radio
Equipment
2,400.00
Scott Dow
Art Department
Carving Demonstration
General Funds
Speaker Fees
200.00
Sergei Isupov
Art: Ceramics
"Sculpting Techniques
Workshop"
General Funds
Speaker Fees
1,500.00
1,015.00
COUNCIL OF TRUSTEES
EDINBORO UNIVERSITY - REPORT OF CONTRACTS FROM 11/01/16 TO 11/30/16
Contractor's Name
Cost Center Name
Description
Funding Source
Expense Category
Temple Portable
Crushing Inc
Lot & Road
Repaving
Concrete Crushing
Other E&G Funds
Contracted Maint Bldgs & Grounds
Timber Ridge
Child Care Center
PA Pre-K Counts
Program
2016-2017 Budget for
Pre-K Counts Grant
Restricted Grant /
Contract - State
Subcontract
Expense
William R Kutz
Adaptive Athletic
Program
Wheelchair Basketball
Official
General Funds
Game Officials
Yardmaster of
PA LLC
Maintenance
Snow Removal
for Dome
General Funds
Contracted Maint Bldgs & Grounds
YMCA of Corry
PA Pre-K Counts
Program
2016-2017 Budget for
Pre-K Counts Grant
Restricted Grant /
Contract - State
Subcontract
Expense
TOTAL
Amount
10,000.00
105,300.00
940.00
50,000.00
259,200.00
$
837,059.50
COUNCIL OF TRUSTEES
EDINBORO UNIVERSITY-REPORT OF PURCHASE ORDERS OVER $10,000 FROM 11/01/16 TO 11/30/16
VENDOR-NAME
VENDOR-ADDRESS
DESCRIPTION
PO NUMBER
PO AMOUNT
AE Works LTD
6587 Hamilton Ave
Pittsburgh PA 15206
McComb Fieldhouse
HVAC Systems Assessment
& Feasibility Study
3900008360 $
20,715.69
American Chemical
Society
PO Box 182977
Columbus OH 43218-2426
Library Annual Web
Editions/ebooks
4500515857
19,165.00
Dell Marketing LP
One Dell Way
Round Rock TX 78682
Information Technology
Services PowerEdge Servers
4500514394
59,124.52
Educational Solutions
Enterprises
PO Box 700
Effort PA 18330
Physics Equipment
4500515199
14,060.00
Gaumard Scientific
Company
14700 Southwest 136 St
Miami FL 33196
Nursing Department
Birthing Simulator
4500514385
104,885.00
Hepner Air
Filter Service
3011 Henninger Rd
Cleveland OH 44109
Facilities
Air Filters
4500516053
12,500.00
HHSDR Architects
Engineers
40 Shenango Ave
Sharon PA 16416
Highlands Residence Halls
Stair Towers Design Services
3900008359
133,100.00
Keystone Fitness
Equipment Repair
PO Box 71
Edinboro PA 16412
Athletics
Fitness Equipment
4500515105
17,894.85
Plyler Overhead
Door Company
8850 Fry Rd
McKean PA 16426-1533
Van Houten Dining Hall
Overhead Door Replacement
4500513801
12,783.00
COUNCIL OF TRUSTEES
EDINBORO UNIVERSITY-REPORT OF PURCHASE ORDERS OVER $10,000 FROM 11/01/16 TO 11/30/16
VENDOR-NAME
VENDOR-ADDRESS
DESCRIPTION
PO NUMBER
TargetX
1000 River Rd
Conshohocken PA 19428
Admissions Mass Email
Software Subscription
4500513851
12,000.00
Whitlock
Corporation
9048 William Penn Hwy
Huntingdon PA 16652
Frank G Pogue
Theater Upgrade
4500514314
36,994.66
Yardmaster of
PA LLC
2305 Manchester Rd
Erie PA 16506
Zafirovski Dome
Snow Removal
4500514828
18,000.00
TOTAL
PO AMOUNT
$
461,222.72
Edinboro University Alumni Association
•
•
•
•
•
•
•
M emorandum of Understanding (expires June 30, 2019)
M emorandum of Understanding/Fighting Scot Plaza Loan Agreement
(effective until July 1, 2020)
Fiduciary Agreement between EU Foundation and EU Alumni Association
(renewable biennially; expires June 30, 2017)
Audited Financial Statements, June 30, 2016
Articles of I ncorporation (previously circulated - no changes)
ByLaws
Board of Directors
EDINBORO UNIVERSITY ALUMNI ASSOCIATION BOARD OF DIRECTORS
as of September 2, 2016
Dr. Michael Barnes ‘93
Vice President
17230 Corban Drive
Chagrin Falls, OH 44023
(H) 216-264-4510
mbarnes@mayfieldschools.org
Susan Crandall ’72, M’94
Secretary
10942 Tracy Drive
Meadville, PA 16335
(H) 814-807-0173
slcrandallart5@gmail.com
Scott Irlbacher ’04, M’06
President
1005 Norwood Avenue
Pittsburgh, PA 15202
(C) 412-951-5542
scottirlbacher@gmail.com
James Alexander ‘73
93 Metcalf Avenue
Jamestown, NY 14701
(H) 716-484-7459 (C) 716-485-6041
jim.alexander@dominionvoting.com
Adam Avenali ‘06
419 Calibre Lake Pkwy SE
Smyrna, GA 30082
(C) 814-594-0759
adamavenali@yahoo.com
Paul Belosh ‘69
108 Sunset Drive
Edinboro, PA 16412
(C) 814-450-9899
pmbelosh@yahoo.com
Allison Bressler ’03, M’05
2101 Northway Road Apt 1206
Williamsport, PA 17701
(C) 814-758-3441
aabressler@gmail.com
Mark Eisert ‘98
124 Harrison Drive
Edinboro, PA 16412
(H) 814-734-6785 (C) 814-397-0087
markeisert@gmail.com
Gregory Harris ’07, M’12
4065 Ellison Road
South Euclid, OH 44121
(C) 440-813-1615
gjharris8@yahoo.com
Michael Joseph ‘75
1007 Lakeside Drive
Edinboro, PA 16412
(C) 713-842-0043
mjoseph810@gmail.com
Mitchell Kallay ‘90
471 Barrington Ridge Road
Painesville, OH 44077
(H) 440-354-5787 (C) 440-479-1195
abelcet5mg@yahoo.com
Beth Lustig ‘01
200 N. Skytop Road
Edinboro, PA 16412
(C) 610-608-0074
thelustigs2005@gmail.com
Joseph Mineo ’73, M’78
Lifetime Member
4503 Basswood Drive
Erie, PA 16506
(H) 814-838-9949 (C) 814-450-6097
j.mineo@verizon.net
David Niemira ‘08
Treasurer
5254 West Lake Road
Edinboro, PA 16412
(C) 814-440-1313
davidaniemira@gmail.com
Eric Pope ’03, M’05
65 Sunflower Drive
Rochester, NY 14621
(C) 412-818-2726
emp15133@yahoo.com
Tony Ratcliff ‘14
1021 East 37th Street
Erie, PA 16503
(H) 814-881-4847
tr74511@gmail.com
Jaime Russell ’00, M’02
1521-1 Swordfish Lane
Carolina Beach, NC 28428
(C) 814-602-9352
russelljl1030@gmail.com
David Sheneman ‘64
Lifetime Member
661 West Corydon Street
Bradford, PA 16701
(H) 814-368-7895 (C) 814-558-8389
dsheneman@atlanticbb.net
James R. Stevens ‘85
106 Southfield Court
Pittsburgh, PA 15237
(H) 412-548-3012 (C) 412-818-0026
jstevens163@verizon.net
Mary Timashenka ’80, M’97
Immediate Past President
3034 Patio Drive
Erie, PA 16506
(C) 814-392-4556
mtimashenka@wjettv.com
Shaquan Walker ‘16
5 S Jardin Street Apt 3
Shenandoah, PA 17976
724-815-7127
edinborotrustee@gmail.com
Daniel J. Walsh ‘08
2913 Highland Road
Erie, PA 16506
(C) 724-456-4787
walsh@fnb-corp.com
M. Quinn Zahorchak ‘87
305 Kerry Court
Cranberry Township, PA 16066
(C) 412-523-0412
quinn.zahorchak@rmsmortgage.com
VACANT
ALUMNI ASSOCIATION BOARD OF DIRECTORS
as of September 2, 2016
Page 2
EDINBORO UNIVERSITY ALUMNI ASSOCIATION NON-VOTING LIAISONS
Antoinette Jackson
Non-Voting SGA Liaison
405 Scotland Drive
(W) 814-732-1476
president@edinborosga.com
Leta Jeffers ‘11
Non-Voting University Liaison
Director of Alumni Relations
& Annual Giving
(W) 732-1713
ljeffers@edinboro.edu
Daniel Higham ‘70
Non-Voting Council of Trustees Liaison
Susan Black-Keim
12538 Leslie Road
Non-Voting University Liaison
Meadville, PA 16335
Interim VP of University Advancement
(H) 814-724-7520
(W) 732-1732
(W) 814-337-4234x225
sblack@edinboro.edu
dhigham@usbfmi.com
VACANT
Non-Voting Foundation Liaison
Edinboro University Foundation, I nc.
•
•
•
•
•
•
•
M emorandum of Understanding (EXPI RED June 30, 2016); DRAFT M OU
Fiduciary Agreement between Edinboro University and EU Foundation (expires June 30, 2017)
Fiduciary Agreement between EU Foundation and EU Alumni Association (renewable biennially;
expires June 30, 2017)
Financial Statements and Supplementary I nformation, June 30, 2016 and 2015
Articles of I ncorporation (previously circulated - no changes)
ByLaws
Board of Directors
Edinboro University Foundation
Financial Statements and
Supplementary Information
June 30, 2016 and 2015
Edinboro University Foundation
Table of Contents
June 30, 2016 and 2015
Page
Independent Auditors’ Report
1
Financial Statements
Statement of Financial Position
3
Statement of Activities
4
Statement of Cash Flows
6
Notes to Financial Statements
7
Supplementary Information
Schedule of Functional Expenses - Management and General Expenses and
Program Services
28
Schedule of Rental Income and Expenses - Student Housing Facility
29
Schedule of Debt Service Coverage Ratio - Student Housing Facility
30
Baker Tilly Virchow Krause, LLP
20 Stanwix St, Ste 800
Pittsburgh, PA 15222-4808
tel 412 697 6400
tel 800 267 9405
fax 888 264 9617
bakertilly.com
Independent Auditors’ Report
Board of Directors
Edinboro University Foundation
Report on the Financial Statements
We have audited the accompanying financial statements of Edinboro University Foundation, which
comprise the statement of financial position, as of June 30, 2016 and 2015, and the related
statements of activities and cash flows for the years then ended, and the related notes to the
financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with accounting principles generally accepted in the United States of America; this
includes the design, implementation, and maintenance of internal control relevant to the preparation
and fair presentation of financial statements that are free from material misstatement, whether due
to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We
conducted our audits in accordance with auditing standards generally accepted in the United States
of America. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the entity’s preparation and fair presentation of the financial statements in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express
no such opinion. An audit also includes evaluating the appropriateness of accounting policies used
and the reasonableness of significant accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
1
An Affirmative Action Equal Opportunity Employer
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the
financial position of Edinboro University Foundation as of June 30, 2016 and 2015, and the
changes in its net assets and its cash flows for the years then ended in accordance with accounting
principles generally accepted in the United States of America.
Report on Supplementary Information
Our audits were conducted for the purpose of forming an opinion on the financial statements as a
whole. The accompanying supplementary information on pages 28-30 is presented for purposes of
additional analysis and is not a required part of the financial statements. Such information is the
responsibility of management and was derived from and relates directly to the underlying
accounting and other records used to prepare the financial statements. The information has been
subjected to the auditing procedures applied in the audit of the financial statements and certain
additional procedures, including comparing and reconciling such information directly to the
underlying accounting and other records used to prepare the financial statements or to the financial
statements themselves, and other additional procedures in accordance with auditing standards
generally accepted in the United States of America. In our opinion, the information is fairly stated in
all material respects in relation to the financial statements as a whole.
Pittsburgh, Pennsylvania
September 6, 2016
2
Edinboro University Foundation
Statement of Financial Position
June 30, 2016 and 2015
2016
2015
Assets
Current Assets
Cash and cash equivalents
Trustee held funds
Due from affiliated entities
Other current assets
$
Total current assets
1,231,984
168,415
82,120
360,807
$
1,642,613
168,415
86,700
612,650
1,843,326
2,510,378
Investments
22,092,846
21,432,276
Trustee Held Funds
17,728,389
17,274,476
Fixed Assets, Net of Accumulated Depreciation
84,939,672
88,435,671
Deferred Financing Costs
681,745
714,091
Beneficial Interest in Remainder Trust
299,383
299,383
Other Assets
719,542
293,484
$ 128,304,903
$ 130,959,759
$
$
Total assets
Current Liabilities
Accounts payable and accrued liabilities
Due to affiliated entities
Accrued interest payable
Construction contracts and retainage payable
Current portion of long-term debt
Total current liabilities
Endowments Held on Behalf of Others
Funds under investment management for:
Edinboro University of Pennsylvania
Edinboro University Alumni Association
Total endowments held on behalf of others
Long-Term Debt
Total liabilities
Net Assets
Unrestricted net assets, board designated
Unrestricted, undesignated
Accumulated losses on donor-restricted endowments
Total unrestricted net assets
Temporarily restricted net assets
Permanently restricted net assets
Total net assets
Total liabilities and net assets
141,623
183,100
3,307,495
168,415
1,615,000
5,415,633
5,337,288
13,689,521
1,680,448
13,342,947
1,765,683
15,369,969
15,108,630
110,823,319
112,398,913
131,608,921
132,844,831
(11,813,883)
(84,889)
82,500
(10,155,684)
(36,391)
(11,898,772)
(10,109,575)
2,028,117
6,566,637
2,143,765
6,080,738
(3,304,018)
(1,885,072)
$ 128,304,903
See notes to financial statements
3
164,400
261,899
3,337,574
168,415
1,405,000
$ 130,959,759
Edinboro University Foundation
Statement of Activities
Year Ended June 30, 2016
Temporarily
Restricted
Unrestricted
Public Support and Revenues
Rental income
Unrealized gains (losses) on investments
Contributions
Interest and dividend income, net of investment
expense
Portfolio management fee income
Realized gains on investments
Adjustment to cash surrender value
of life insurance
Other Income
Net assets released from restrictions:
Satisfaction of purpose restrictions
$
Total public support and revenues
Expenses
Program services
Management and general expenses
Fundraising expenses
Total expenses
$
(232,578)
1,109,549
119,831
195,535
-
42,093
9,462
10,426
-
$
490,663
$
-
12,859,440
(157,815)
1,603,297
161,924
195,535
9,462
(4,764)
-
(4,764)
10,426
(1,044,174)
-
-
14,307,254
(115,648)
485,899
14,677,505
15,668,139
391,340
36,972
-
-
15,668,139
391,340
36,972
16,096,451
-
-
16,096,451
(115,648)
(10,109,575)
Net Assets, Beginning
$
Total
1,044,174
(1,789,197)
Increase (Decrease) in Net Assets
Net Assets, Ending
12,859,440
74,763
3,085
Permanently
Restricted
(11,898,772)
2,143,765
$
See notes to financial statements
4
2,028,117
$
485,899
(1,418,946)
6,080,738
(1,885,072)
6,566,637
$
(3,304,018)
Edinboro University Foundation
Statement of Activities
Year Ended June 30, 2015
Temporarily
Restricted
Unrestricted
Public Support and Revenues
Rental income
Unrealized gains (losses) on investments
Contributions
Interest and dividend income, net of investment
expense
Portfolio management fee income
Realized gains on investments
Change in value of split-interest agreement
Adjustment to cash surrender value
of life insurance
Other Income
Net assets released from restrictions:
Satisfaction of purpose restrictions
Transfers and other adjustments
Total public support and revenues
Expenses
Program services
Management and general expenses
Fundraising expenses
Total expenses
$
12,433,265
12,742
287,128
(148,523)
723,047
$
Total
93,486
$
12,433,265
(135,781)
1,103,661
33,112
212,535
-
28,504
228,756
-
34,020
61,616
212,535
228,756
34,020
503,391
-
12,858
-
12,858
503,391
1,061,596
58,363
(1,061,596)
217,232
(275,595)
-
14,602,132
(12,580)
(135,231)
14,454,321
16,217,253
414,076
4,853
-
-
16,217,253
414,076
4,853
16,636,182
-
-
16,636,182
Decrease in Net Assets
(2,034,050)
Net Assets, Beginning
(8,075,525)
Net Assets, Ending
$
Permanently
Restricted
$ (10,109,575)
(12,580)
2,156,345
$
2,143,765
See notes to financial statements
5
(135,231)
(2,181,861)
6,215,969
$
6,080,738
296,789
$
(1,885,072)
Edinboro University Foundation
Statement of Cash Flows
Years Ended June 30, 2016 and 2015
2016
Cash Flows from Operating Activities
Decrease in net assets
Adjustments to reconcile decrease in net assets to
net cash provided by operating activities:
Depreciation and amortization expense
Unrealized investment losses
Change in value of split interest agreement
Adjustment to cash surrender value of life insurance
Realized investment gains, net
(Increase) decrease in:
Other assets
Due from affiliated entities
Increase (decrease) in:
Accounts payable and accrued liabilities
Due to affiliated entities
Accrued interest payable
Pledge payable
$
Net cash provided by operating activities
(1,418,946)
2015
$
3,572,363
157,815
4,764
(9,462)
3,603,092
135,781
(34,020)
(12,858)
(228,756)
(178,979)
4,580
(482,732)
68,079
(22,777)
(78,799)
(30,079)
-
51,427
40,760
(24,550)
(5,000)
2,000,480
Cash Flows from Investing Activities
Payments for fixed assets
(Increase) decrease in trustee held funds
Purchase of investments
Proceeds from sale of investments
Increase in agency endowment liability
929,362
(4,612)
(453,913)
(5,956,341)
5,147,418
261,339
Net cash provided by (used in) investing activities
(33,723)
273,704
(6,594,912)
6,428,330
347,260
(1,006,109)
Cash Flows from Financing Activities
Principal payments related to long-term debt
420,659
(1,405,000)
Net change in cash and cash equivalents
(1,120,000)
(410,629)
230,021
1,642,613
Cash and Cash Equivalents, Beginning
(2,181,861)
1,412,592
Cash and Cash Equivalents, Ending
$
1,231,984
$
1,642,613
Supplemental Disclosures of Non-cash Investing
and Financing Activities
Fixed assets included in construction contracts and
retainage payable
$
168,415
$
168,415
Supplemental Disclosure of Other Cash Flow Information
Interest paid
$
6,645,867
$
6,699,697
See notes to financial statements
6
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
1. Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations
Edinboro University Foundation (the "Foundation"), a not-for-profit organization, was formed
in 1998 for the benefit of the students, faculty, and staff of Edinboro University of
Pennsylvania of the State System of Higher Education (the “University”). Dedicating its time
and resources to developing private sources of financial support for the University's mission,
the Foundation strives to build permanent endowments that will support the University's
students, faculty, and staff in perpetuity. The Foundation also owns and operates student
housing facilities on the campus of the University.
The Foundation administers numerous individual charitable funds, each established with an
instrument of gift describing either the general or specific purposes for which grants are to
be made, usually from income only, but in some cases, from principal.
The Foundation has evaluated all subsequent events through September 6, 2016, which is
the date these financial statements were issued. See Note 15.
As evidenced by the accompanying financial statements, the Foundation had deficit
unrestricted net assets of approximately $11,899,000 and $10,110,000 as of June 30, 2016
and 2015, respectively, and recognized decreases in net assets of approximately
$1,400,000 and $2,200,000 for the years then ended. On August 25, 2016, the University
committed to a refinancing of the Foundation’s existing bonds and to assume both of the
bonds and related student housing property by which the bonds are secured. The
Foundation has represented that this proposed subsequent release of its bond obligations
will lead to improvements in its overall financial condition. The advanced refunding closing is
scheduled to occur on September 7, 2016. See Note 15.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Significant estimates used
in preparing these financial statements include depreciation of property and equipment, the
allowance for uncollectible accounts, and the fair value of investments and financial
instruments. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include certain investments in highly liquid debt instruments
purchased with original maturities of three months or less, excluding trustee held funds and
certain short-term instruments classified as investments.
7
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
Unconditional Promises to Give
Unconditional promises to give that are expected to be collected in future years are
recorded at the present value of estimated future cash flows. The discounts on those
amounts are computed using a risk-free interest rate applicable to the year in which the
pledge is made (this approach does not differ materially from the use of a risk-adjusted
rate). Amortization of the discount is included in contribution revenue.
Conditional promises to give are promises for which donor-imposed conditions specify future
and uncertain events whose occurrence or failure to occur release the donors from the
obligation to transfer the assets in the future. If and when such conditions have been
substantially met, these promises cease to be conditional, and revenues are recorded, as
appropriate.
Investments
Equity securities with readily determinable fair values and debt securities are valued at fair
value, based on quoted market prices as reported by the Foundation’s investment
custodians. Adjustments to reflect increases or decreases in market value, referred to as
unrealized gains and losses, are reported in the statement of activities.
The cost of investments received as gifts represents fair value as determined upon receipt.
The cost of investments sold is determined by use of the specific identification method.
All realized and unrealized gains and losses arising from the sale or appreciation
(depreciation) in the fair value of investments, and all ordinary income from investments, are
reported as changes in unrestricted net assets unless their use is temporarily restricted by
explicit donor imposed stipulations or by law.
Investments are comprised of a variety of financial instruments and are managed by
investment advisors. The fair values reported in the statement of financial position are
subject to various risks including changes in the equity markets, the interest rate
environment and general economic conditions. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to changes in the fair value
of investment securities, it is reasonably possible that the amounts reported in the
accompanying financial statements could change materially in the near term.
Trustee Held Funds
Trustee held funds include cash equivalents held by a bank trustee under the terms of a
loan agreement with the Pennsylvania Higher Educational Facilities Authority (“PHEFA”).
8
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
Fixed Assets
Fixed assets are stated at cost less accumulated depreciation, computed on a straight-line
basis over the lesser of the lease term or the estimated useful lives of the assets. The
estimated useful lives are as follows:
Assets
Life
Buildings and improvements
Furniture and fixtures
Equipment
Land improvements
Vehicles and heavy equipment
10-40 years
10 years
3-5 years
20 years
5 years
Expenditures for repair and maintenance costs which extend the useful lives of assets are
capitalized and routine maintenance and repair costs are expensed as incurred.
Deferred Financing Costs
Costs incurred in connection with the issuance of long-term debt have been deferred and
are being amortized over the term of the underlying loan agreement using the straight-line
method, which does not materially differ from the effective interest method. Amortization was
$32,346 for both of the years ended June 30, 2016 and 2015.
Beneficial Interest in Remainder Trust
The Foundation is a beneficiary under a charitable remainder unitrust, an arrangement in
which a donor establishes and funds a trust with specified distributions to be made to a
designated beneficiary over the trust’s term. Upon termination of this trust, the Foundation
will receive the assets remaining in the trust for endowment purposes.
Endowments Held on Behalf of Others
The Foundation holds and manages transferred assets for other governmental and not-forprofit organizations (namely, the University and the Edinboro University Alumni Association).
Such assets, which are included in investments in the accompanying statement of financial
position, are reported as endowments held on behalf of others (i.e. agency funds).
The University and the Edinboro University Alumni Association establish investment and
spending policies which govern these assets; the Foundation manages these assets within
such parameters. The Foundation recognizes the fair value of the assets transferred as an
increase in its investments and a corresponding liability attributable to the participating
governmental and not-for-profit organizations, with the related investment activity being
reported as an increase or decrease in the corresponding liability, as appropriate.
Endowment Investment Return
Total endowment investment return is composed of investment income, net realized gains
and losses on endowment investments, and net unrealized gains and losses on endowment
investments reported at fair value net of investment fees.
9
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
Endowment Spending Policy
Commonwealth of Pennsylvania Act 141 permits the Foundation to allocate to income each
year a portion of endowment return. The law allows not-for-profit organizations to spend a
percentage of the market value of their endowment funds, including realized and unrealized
gains. The percentage, which by law must be between 2% and 7%, is elected annually by
the Board of Directors. The endowment market value is determined based on an average
spanning three years. The Foundation’s spending policy allowed for a payout of up to 4% for
fiscal years 2016 and 2015, of the rolling three-year average balances, which is based on
market value.
Unrestricted, Temporarily and Permanently Restricted Net Assets
Unrestricted net assets are those whose use by the Foundation is not subject to donorimposed restrictions. Temporarily restricted net assets are those whose use by the
Foundation has been limited by donors to a specific time period or purpose. Permanently
restricted net assets have been restricted by donors to be maintained in perpetuity.
Board Designated Net Assets
The Foundation's Board of Directors has voluntarily approved segregations of unrestricted
net assets to be utilized for specific programs, projects and operational expenses. Such
items are reported as board designated net assets within the unrestricted net asset
category.
Rental Revenue Recognition
Rental revenue is recognized on a monthly basis as it is due under the terms of short-term,
operating lease agreements for student housing at the University. All revenue is recorded
net of estimated allowances for uncollectible receivables. Rental revenue is based on units
rented, which is dependent on student residency populations, by semester. See Note 15.
Donor Restricted Gifts
All contributions are considered to be available for unrestricted purposes unless specifically
restricted by the donor. Amounts received that are designated for future periods or restricted
by the donor for specific purposes are reported as temporarily restricted support that
increases that net asset class. When a donor restriction expires (i.e., when a stipulated time
restriction ends or purpose restriction is accomplished), temporarily restricted net assets are
reclassified as unrestricted net assets and reported in the statement of activities as net
assets released from restrictions.
Endowments and certain other investments are permanently restricted based on the donor's
specifications. Investment earnings available for distribution are recorded in unrestricted net
assets. Investment earnings with donor restrictions are recorded in temporarily or
permanently restricted net assets based on the nature of the restrictions.
10
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
In-Kind Gifts
Contributions of donated non-cash assets are recorded at their fair values in the period
received. Contributions of donated services that create or enhance non-financial assets or
that require specialized skills, are provided by individuals possessing those skills, and would
typically need to be purchased if not provided by donation, are recorded at their fair values
in the period received. Management believes that such contributions were not material to
the financial statements during the years ended June 30, 2016 and 2015.
Legacies and Bequests
The Foundation is a beneficiary under various wills, the total realizable value of which is not
presently determinable. Such amounts are recorded as contributions when clear title is
established and the proceeds are clearly measurable.
Income Taxes
The Foundation qualifies as a tax-exempt organization under Section 501(c)(3) of the
Internal Revenue Code (the “Code”). Accordingly no provision for income taxes has been
recorded in the accompanying financial statements. In addition, the Foundation has been
determined by the Internal Revenue Service not to be a private foundation within the
meaning of Section 509(a) of the Code.
The Foundation accounts for uncertainty in income taxes using a recognition threshold of
more-likely-than-not to be sustained upon examination by the appropriate taxing authority.
Measurement of the tax uncertainty occurs if the recognition threshold has been met.
Management determined that there were no tax uncertainties that met the recognition
threshold in fiscal years 2016 and 2015.
The Foundation’s policy is to recognize interest related to unrecognized tax benefits in
interest expense and penalties in management and general expense.
New Accounting Pronouncements
During May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting
Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. ASU
2014-09 establishes principles for recognizing revenue upon the transfer of promised goods
or services to customers, in an amount that reflects the expected consideration received in
exchange for those goods or services. During August 2015, the FASB issued ASU 2015-14,
which defers the effective date of ASU 2014-09. ASU 2014-09 is effective for fiscal years
beginning after December 15, 2018. The Foundation may elect to apply the guidance
earlier, but no earlier than fiscal years beginning after December 15, 2016. The
amendments may be applied retrospectively to each prior period presented or
retrospectively with the cumulative effect recognized as of the date of initial application. The
Foundation is currently assessing the effect that ASU 2014-09 and 2015-14 will have on its
results from operations, financial position and cash flows.
11
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
During April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest
(Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03
requires that debt issuance costs related to a recognized debt liability be presented in
balance sheet as a direct deduction from the carrying amount of that debt liability instead of
an asset. The recognition and measurement guidance for debt issuance costs are not
affected by this update. ASU 2015-03 is effective for annual periods beginning after
December 15, 2015, and interim periods within fiscal years beginning after December 15,
2016. Early adoption is permitted. The Foundation does not believe that the adoption of
ASU 2015-03 will have a material effect on its results of operations, financial position and
cash flows.
During May 2015, the FASB issued ASU No. 2015-07, Fair Value Measurement (Topic 820):
Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or
its Equivalent). This ASU was issued to address the diversity in practice relating to how
certain investments measured at net asset value are categorized in the fair value hierarchy.
The amendments in this update remove the requirement to categorize, within the fair value
hierarchy, all investments for which fair value is measured using the net asset value per
share practical expedient. ASU 2015-07 also removes the requirement to make certain
disclosures for all investments that are eligible to be measured at fair value using the
net asset value per share practical expedient. ASU 2015-07 is effective for the Foundation’s
fiscal year beginning July 1, 2016; early adoption is permitted. The Foundation is assessing
the impact that this update will have on its results of operations, financial position and cash
flows.
During January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall
(Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial
Liabilities. This new guidance is intended to improve the recognition and measurement of
financial instruments and eliminates the requirement to disclose the fair value of financial
instruments measured at amortized cost for institutions that are not public business entities.
For non-public business entities, ASU 2016-01 is effective for fiscal years beginning after
December 15, 2018, with early adoption permitted for fiscal years beginning after December
15, 2017. However, the new guidance permits entities that are not public business entities to
adopt upon issuance the provision that eliminates the requirement to disclose the fair value
of financial instruments measured at amortized cost. The Foundation elected to adopt this
provision in fiscal 2016. ASU 2016-01 is to be applied by means of a cumulative-effect
adjustment to the statement of financial position as of the beginning of the fiscal year of
adoption. The amendments related to equity securities without readily determinable fair
values (including disclosure requirements) should be applied prospectively to equity
investments that exist as of the date of adoption of ASU 2016-01. The Foundation is
assessing the impact that the remainder of this standard will have on its results of
operations, financial position and cash flows.
During February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02
establishes principles that require a lessee create a lease asset and a lease liability for
those leases classified as operating leases under previous accounting principles generally
accepted in the United States of America. ASU 2016-02 is effective for annual periods
beginning after December 15, 2019, and interim periods within fiscal years beginning after
December 15, 2020. The Foundation is currently assessing the effect that ASU 2016-02 will
have on its results of operations, financial position and cash flows.
12
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
During August 2016, the FASB issued ASU No. 2016-14, Not-For Profit Entities (Topic 958)
Presentation of Financial Statements of Not-for-Profit Entities. The new guidance is intended
to improve and simplify the current net asset classification requirements and information
presented in financial statements and notes that is useful in assessing a not-for-profit’s
liquidity, financial performance and cash flows. ASU 2016-14 is effective for fiscal years
beginning after December 15, 2017, with early adoption permitted. ASU 2016-14 is to be
applied retroactively with transition provisions. The Foundation is currently assessing the
impact this standard will have on its financial statements.
2. Investments
The carrying values of the Foundation’s investments consist of the following at June 30:
2016
Mutual funds/Common Funds
Common stocks
Money market funds
Total
2015
$
19,318,142
2,153,608
621,096
$
18,512,122
2,725,169
194,985
$
22,092,846
$
21,432,276
3. Fair Value Measurements
The Foundation measures its investments and charitable remainder trust at fair value on a
recurring basis in accordance with accounting principles generally accepted in the United States
of America. Fair value is defined as the price that would be received to sell an asset or the price
that would be paid to dispose of a liability in an orderly transaction between market participants
at the measurement date. The framework that the authoritative guidance establishes for
measuring fair value includes a hierarchy used to classify the inputs used in measuring fair
value. The hierarchy prioritizes the inputs used in determining valuations into three levels. The
level in the fair value hierarchy within which the fair value measurement falls is determined
based on the lowest level input that is significant to the fair value measurement.
The levels of the fair value hierarchy are as follows:
Level 1 - Fair value is based on unadjusted quoted prices in active markets that are
accessible to the Foundation for identical assets. These generally provide the most reliable
evidence and are used to measure fair value whenever available.
Level 2 - Fair value is based on significant inputs, other than Level 1 inputs, that are
observable either directly or indirectly for substantially the full term of the asset through
corroboration with observable market data. Level 2 inputs include quoted market prices for
similar assets, quoted market prices in markets that are not active for identical or similar
assets, and other observable inputs.
Level 3 - Fair value is based on significant unobservable inputs. Examples of valuation
methodologies that would result in Level 3 classification include option pricing models,
discounted cash flows, and other similar techniques.
13
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
The Foundation, using available market information and appropriate valuation methodologies,
has determined the estimated fair value of its financial instruments. However, considerable
judgment is required in interpreting data to develop the estimates of fair value.
Fair values of assets measured on a recurring basis are as follows at June 30, 2016:
Fair Value
Common stocks:
Consumer discretionary
Consumer staples
Energy
Financial
Healthcare
Industrials
Materials
Technologies
Telecommunications
Utilities
$
Total common stocks
Debt-based mutual funds:
United States treasuries
Investment grade securities
Other debt-based securities
Government National
Mortgage Association
Equity-based mutual funds:
Mid cap
International
Small cap
Unclassified
Commonfund:
Multi-Strategy Equity
Multi-Strategy Bond
International Equity
Total mutual funds
Money market funds
Total investments
Beneficial interest in remainder
trust
Total
$
263,346
240,373
151,301
337,336
320,267
214,820
56,717
427,760
64,098
77,590
Level 1
$
Level 2
263,346
240,373
151,301
337,336
320,267
214,820
56,717
427,760
64,098
77,590
$
Level 3
-
$
-
2,153,608
2,153,608
-
-
313,371
474,109
2,499,565
313,371
474,109
2,499,565
-
-
185,306
185,306
-
-
1,133,948
1,233,729
345,160
3,268,607
1,133,948
1,233,729
345,160
3,268,607
-
-
5,970,637
2,918,083
975,627
-
5,970,637
2,918,083
975,627
-
19,318,142
9,453,795
9,864,347
-
621,096
621,096
-
-
22,092,846
12,228,499
9,864,347
-
299,383
-
-
299,383
22,392,229
$
14
12,228,499
$
9,864,347
$
299,383
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
Fair values of assets measured on a recurring basis are as follows at June 30, 2015:
Fair Value
Common stocks:
Consumer discretionary
Consumer staples
Energy
Financial
Healthcare
Industrials
Materials
Technologies
Telecommunications
Utilities
$
Total common stocks
Debt-based mutual funds:
United States treasuries
Investment grade securities
Other debt-based securities
Government National
Mortgage Association
Equity-based mutual funds:
Mid cap
International
Small cap
Unclassified
Commonfund:
Multi-Strategy Equity
Multi-Strategy Bond
International Equity
Total mutual funds
Money market funds
Total investments
Beneficial interest in remainder
trust
Total
$
332,025
241,253
219,076
455,519
420,699
268,025
98,673
537,361
71,882
80,656
Level 1
$
Level 2
332,025
241,253
219,076
455,519
420,699
268,025
98,673
537,361
71,882
80,656
$
Level 3
-
$
-
2,725,169
2,725,169
-
-
813,449
230,431
1,641,880
813,449
230,431
1,641,880
-
-
329,740
329,740
-
-
1,226,148
1,737,073
872,166
1,631,551
1,226,148
1,737,073
872,166
1,631,551
-
-
6,126,009
2,789,870
1,113,805
-
6,126,009
2,789,870
1,113,805
-
18,512,122
8,482,438
10,029,684
-
194,985
194,985
-
-
21,432,276
11,402,592
10,029,684
-
299,383
-
-
299,383
21,731,659
$
15
11,402,592
$
10,029,684
$
299,383
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
Following is a description of the valuation methodologies used for assets measured at fair value.
There have been no changes in methodologies used at June 30, 2016 and 2015.
Common stocks: Valued at closing price reported on the active market on which the
individual securities are traded.
Money market funds are valued at quoted market prices for identical securities in the active
markets that the Foundation had the ability to access at the measurement date.
Commonfund: Valued based upon the unit values (NAV) of the funds held by the Foundation
at year end. Unit values are based upon the underlying assets of the funds derived from
inputs principally from or corroborated by observable market data, by correlation, or other
means. The Foundation invests in the following Commonfund funds:
Multi-Strategy Equity - The Multi-Strategy Equity program allocates assets across a
broad spectrum of public equity strategies in proportions considered optimal for a fully
diversified equity portfolio. The majority of the program's assets generally are invested
directly or indirectly in a portfolio of common stocks and securities convertible into
common stocks of U.S. companies. The program's allocation to the U.S. equity market
includes exposure to companies in the S&P 500 Composite Index, the benchmark for
the program, as well as companies not included in the index. The program seeks to
diversify its portfolio by allocating assets to common stocks and other equity securities of
foreign companies in both developed and emerging markets. In addition, the program
expects to invest in marketable alternative strategies that seek opportunities in domestic
and foreign markets for equity-type returns with low correlation to the equity markets.
The investment is valued at net asset value per share and has no unfunded
commitments or significant redemption restrictions.
Multi-Strategy Bond - The Multi-Strategy Bond program allocates assets across a broad
spectrum of fixed income sectors in proportions considered optimal for a fully diversified
fixed income portfolio. The majority of the program's assets generally are invested
directly or indirectly in dollar-denominated investment grade bonds and other fixed
income securities in an attempt to outperform the broad U.S. bond market. The program
seeks to diversify its portfolio by allocating assets to other fixed income securities and
strategies, including but not limited to global bonds, inflation-indexed bonds, high yield
bonds, emerging markets debt and opportunistic credit strategies. Under normal
circumstances, at least 80 percent of the net assets of the program will be invested
directly or indirectly in fixed income securities or cash. The benchmark for the program is
the Barclays Capital U.S. Aggregate Bond Index. The investment is valued at net asset
value per share and has no unfunded commitments or significant redemption
restrictions.
International Equity Fund - The International Equity Fund invests primarily in common
stocks and other equity securities of non-U.S. companies (including common stocks,
securities convertible into common stocks and warrants to acquire common stocks). Up
to 10 percent of the fund can be invested in equity securities of issuers located in
emerging markets. The fund is designed to outperform its benchmark, the Morgan
Stanley Capital International World ex-U.S. Index, over a full-market cycle, primarily
through active stock selection. Portfolio holdings will typically range from 150 to 300
equity securities. The investment is valued at net asset value per share and has no
unfunded commitments or significant redemption restrictions.
16
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
Beneficial interest in remainder trust: Valued using the income approach with significant
unobservable inputs based on fair value of the underlying investments. The assets are
recorded at the estimated present value of the Foundation’s future cash receipts from the
trust assets.
The methods described above may produce a fair value calculation that may not be indicative of
net realizable value or reflective of future values. Furthermore, although the Foundation believes
its valuation methods are appropriate and consistent with other market participants, the use of
differing methodologies or assumptions to determine fair value of certain financial instruments
could result in a different fair value measurement at the reporting date.
The following table sets forth a summary of changes in the fair value of Level 3 assets for the
years ended June 30:
2015
2016
Balance, beginning of year
$
299,383
Unrealized gains
$
-
Balance, end of year
$
299,383
265,363
34,020
$
299,383
The most significant unobservable inputs affecting the fair value of the beneficial interest in
remainder trust are the changes in the fair value of the assets comprising the trust, as well as
changes in the present value of the estimated future payments to beneficiaries. Significant
changes in any of these inputs in isolation could result in a significant change in the fair value
measurement. There were no changes in valuation techniques during 2016 and 2015.
4. Trustee Held Funds
The composition of trustee held funds is as follows at June 30:
2016
Under trust indenture, held by trustee, cash and cash
equivalents
$
Less funds allocated toward current construction
contracts and retainage payable
17,896,804
2015
$
168,415
17,442,891
168,415
Non-current portion of funds held by trustee
$
17,728,389
$
17,274,476
Portion of non-current funds held by trustee
reserved for debt service
$
8,566,101
$
8,481,633
17
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
Pursuant to the terms of the trust indentures underlying the Series 2008 and 2010 Bonds
(Note 6), the Foundation is required to maintain an amount equivalent to the lesser of: the
maximum annual debt service requirements payable on the bonds (other than the last fiscal
year during the term of the bonds); 125% of the average annual debt service on the bonds, or;
10% of the original proceeds of the bonds. There was $8,566,101 and $8,481,633 on reserve at
June 30, 2016 and 2015, respectively, which the Foundation considers to be a non-current
asset.
See Note 15.
5. Fixed Assets
Fixed assets consist of the following as of June 30:
2016
Buildings and improvements
Furniture and fixtures
Equipment
Land improvements
Vehicles and heavy equipment
Artwork
Construction in progress
$
Total
Less accumulated depreciation
Total fixed assets, net
$
98,864,671
3,400,265
1,630,524
976,956
258,197
138,034
1,222
2015
$
98,864,671
3,395,653
1,630,524
976,956
258,197
138,034
1,222
105,269,869
105,265,257
20,330,197
16,829,586
84,939,672
$
88,435,671
Depreciation expense was $3,500,611 and $3,531,342 for the years ended June 30, 2016 and
2015, respectively.
The Foundation had undertaken a project consisting of financing, through the issuance of taxexempt bonds through the PHEFA (Note 6), the costs of acquisition, construction, equipping
and furnishing student housing on the campus of Edinboro University of Pennsylvania. Phase I
consisted of a four-building, 796 bed student housing facility. Phase II consisted of a fourbuilding, 847 bed student housing facility. At June 30, 2013, construction of Phases I and II was
substantially complete. Primarily all of the assets noted above relate to the Student Housing
Facility.
In connection with the Student Housing Facility projects, the Foundation entered into a Ground
Lease Agreement with the University (classified as an operating lease) (Note 10), for the lease
of certain land upon which the student housing buildings are located. In addition to defining the
rentals to be paid for the premises described therein, the Ground Lease Agreement outlines
certain mutual covenants and agreements between the Foundation and the University, and also
indicates that title to the Student Housing Facility shall, upon the termination or expiration of the
lease, vest with the Commonwealth of Pennsylvania (“Commonwealth”), subject to the rights of
the University pursuant to an Agreement between the Commonwealth and the University.
18
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
In addition, the Foundation has contracted with the University to manage the Student Housing
Facility pursuant to the terms of a Management Agreement. Related to this agreement, the
Foundation received from the University $12,859,440 and $12,433,265 during the years ended
June 30, 2016 and 2015, respectively, of student housing rental income (which the University
billed and collected on the Foundation’s behalf) and paid to the University $4,311,014 and
$4,228,489 during the years ended June 30, 2016 and 2015, respectively, of student housing
facility operating expenses. At June 30, 2016 and 2015, the Foundation has a net receivable of
$235,448 and $120,884, respectively, from the University related to this agreement.
See Note 15.
6. Long-Term Debt
Long-term debt consists of the following as of June 30:
2016
Note payable (Series 2008 Bonds), Wells Fargo Bank,
N. A., as more fully described below, due in varying
annual installments through July 1, 2042, interest
rates of 4.95% to 5.95%.
Note payable (Series 2010 Bonds), Wells Fargo Bank,
N. A., as more fully described below, due in varying
annual installments through July 1, 2043, interest
rates of 3.63% to 6.00%.
Long-term debt
Less unamortized discount
Long-term debt, net of discount
Less current portion
Long-term debt, non-current portion
$
54,530,000
2015
$
55,085,000
58,740,000
59,590,000
113,270,000
114,675,000
831,681
871,087
112,438,319
113,803,913
1,615,000
1,405,000
$ 110,823,319
$ 112,398,913
Series 2008 Bonds
In February 2008, PHEFA issued its Edinboro University Foundation Student Housing
Project At Edinboro University of Pennsylvania Revenue Bonds - Series 2008 (the “Series
2008 Bonds”), the proceeds of which were loaned to the Foundation pursuant to a Loan
Agreement between PHEFA and the Foundation dated February 1, 2008 (the “Loan
Agreement”). The proceeds of the Series 2008 Bonds were used by the Foundation to
provide funds to: finance the cost of acquiring, constructing, furnishing and equipping a fourbuilding, 796-bed student housing facility (“Student Housing Facility”), including the
buildings, furniture, fixtures and equipment therein and certain demolition activities related
thereto, located on the main campus of the University on land leased by the Foundation
from the University; to fund a portion of the interest payments on the Series of 2008 Bonds
during construction of the Student Housing Facility and for a period of up to six months
thereafter; to fund a Debt Service Reserve Fund for the Series 2008 Bonds, and; to pay the
costs of issuing the Series 2008 Bonds.
19
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
Following the issuance of the Series 2008 Bonds, PHEFA assigned the Loan Agreement to
Wells Fargo Bank, N.A. (“Trustee”), as trustee, under a Trust Indenture dated February 1,
2008, as security for the Series 2008 Bonds.
Contemporaneously with the assignment of the Loan Agreement to the Trustee, the Trustee
and the Foundation entered into an open-ended leasehold mortgage and security
agreement as additional security for the Series 2008 Bonds, granting the Trustee a security
interest in the premises, buildings, machinery and equipment, all rents, royalties and
income, and the Ground Lease Agreement between the University (as lessor) and the
Foundation (as lessee).
Under the terms of the Loan Agreement, the Foundation is required to remit interest
payments to the Trustee on or before the 25th day of each calendar month in an amount
equal to one-sixth of the interest due on the next succeeding interest payment date.
Principal payments are due on or before the 25th day of each calendar month in amounts
equal to one-twelfth of the principal amount maturing on the next succeeding July 1 (if any)
commencing July 1, 2011. Payments required to effect mandatory redemption of principal
amounts are due in amounts equal to one-twelfth of the Series 2008 bonds subject to
mandatory redemption on the next succeeding July 1 (if any) beginning July 25, 2010.
Series 2010 Bonds
In May 2010, PHEFA issued its Edinboro University Foundation Student Housing Project At
Edinboro University of Pennsylvania Revenue Bonds - Series 2010 (the “Series 2010
Bonds”), the proceeds of which were loaned to the Foundation pursuant to a Loan
Agreement between PHEFA and the Foundation dated May 1, 2010 (the “Loan
Agreement”). The proceeds of the Series 2010 Bonds were used by the Foundation to
provide funds to: finance the cost of acquiring, demolishing, constructing, equipping and
furnishing of student housing on the campus of the University consisting of 856 beds
(“Student Housing Facility”); to fund a portion of the interest payments on the Series of 2010
Bonds during construction of the Student Housing Facility and for a period of up to six
months thereafter; to fund a Debt Service Reserve Fund for the Series 2010 Bonds, and; to
pay the costs of issuing the Series 2010 Bonds.
Following the issuance of the Series 2010 Bonds, PHEFA assigned the Loan Agreement to
Wells Fargo Bank, N.A. (“Trustee”), as trustee, under a Trust Indenture dated May 1, 2010,
as security for the Series 2010 Bonds.
Contemporaneously with the assignment of the Loan Agreement to the Trustee, the Trustee
and the Foundation entered into an open-ended leasehold mortgage and security
agreement as additional security for the Series 2010 Bonds, granting the Trustee a security
interest in the premises, buildings, machinery and equipment, all rents, royalties and
income, and the Ground Lease Agreement between the University (as lessor) and the
Foundation (as lessee).
20
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
Under the terms of the Loan Agreement, the Foundation is required to remit interest
payments to the Trustee on or before the 25th day of each calendar month in an amount
equal to one-sixth of the interest due on the next succeeding interest payment date.
Principal payments are due on or before the 25th day of each calendar month in amounts
equal to one-twelfth of the principal amount maturing on the next succeeding July 1 (if any)
commencing July 1, 2013. Payments required to effect mandatory redemption of principal
amounts are due in amounts equal to one-twelfth of the Series 2010 bonds subject to
mandatory redemption on the next succeeding July 1 (if any) beginning July 25, 2021.
Interest incurred on the notes was $6,615,788 and $6,675,147 for the years ended June 30,
2016 and 2015, respectively.
The discount on long-term debt is being amortized to expense over the term of the note.
This amortization amounted to $39,406 and $39,404 during the years ended June 30, 2016 and
2015, respectively.
Scheduled principal payments are as follows:
Years ending June 30:
2017
2018
2019
2020
2021
Thereafter
$
Total
1,615,000
1,795,000
2,005,000
2,105,000
2,215,000
103,535,000
$ 113,270,000
The loan agreement related to the bond issues contains certain covenants with which the
Foundation must comply. During the years ended June 30, 2016 and 2015, the Foundation was
not in compliance with the requirement to maintain at least 96% occupancy of the Student
Housing Facilities and for the year ended June 30, 2016, the Foundation was not in compliance
with the requirement to maintain a debt service coverage ratio of at least 1.2. Under such
circumstances, the Foundation must submit a corrective action plan within 30 days of the date
of this auditors’ report.
See Note 15.
7. Unrestricted Net Assets - Board Designated
The Foundation's Board of Directors has designated a portion of unrestricted net assets for the
following purposes as of June 30:
2016
Stipend Fund
Student Scholarships
Allied Health Building Lab at Porreco College Support
Total
21
2015
$
-
$
7,500
25,000
50,000
$
-
$
82,500
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
8. Temporarily and Permanently Restricted Net Assets
Temporarily restricted net assets are comprised of the following as of June 30:
2016
Various Edinboro University scholarships and related
programs
$
2,028,117
2015
$
2,143,765
Permanently restricted net assets are comprised of the following as of June 30:
2016
Investments to be held in perpetuity by donor stipulations
or by Pennsylvania law, the income from which is
generally available for scholarships and programs
Cash surrender value of donated life insurance policies
to benefit scholarship and programs
Beneficial interests in remainder trust for endowment
purposes
Total
$
$
6,182,697
2015
$
5,692,034
84,557
89,321
299,383
299,383
6,566,637
$
6,080,738
9. Endowment Funds
The Foundation’s endowment consists of approximately 200 individual funds established for a
variety of purposes. Its endowment includes both donor-restricted endowment funds and funds
designated by the Board of Directors to function as endowments. As required by accounting
principles generally accepted in the United States of America, net assets associated with
endowment funds, including funds designated by the Board of Directors to function as
endowments, are classified and reported based on the existence or absence of donor-imposed
restrictions.
The Board of Directors of the Foundation has interpreted Pennsylvania law as requiring the
preservation of the fair value of the original gift as of the gift date of the donor-restricted
endowment funds absent explicit donor stipulations to the contrary. As a result of this
interpretation, the Foundation classifies as permanently restricted net assets (a) the original
value of gifts donated to the permanent endowment, (b) the original value of subsequent gifts to
the permanent endowment, and (c) accumulations to the permanent endowment made in
accordance with the direction of the applicable donor gift instrument at the time the
accumulation is added to the fund. The remaining portion of the donor-restricted endowment
fund that is not classified in permanently restricted net assets is classified as either temporarily
restricted or unrestricted net assets based on the existence of donor restrictions or by law.
22
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
The Foundation considers the following factors in making a determination to appropriate or
accumulate donor-restricted endowment funds:
(1) The duration and preservation of the fund
(2) The purposes of the Foundation and the donor-restricted endowment fund
(3) General economic conditions
(4) The possible effect of inflation and deflation
(5) The expected total return from income and the appreciation of investments
(6) Other resources of the Foundation
(7) The investment policies of the Foundation
The Foundation has adopted investment and spending policies for endowment assets that
attempt to provide a predictable stream of funding to programs supported by its endowment
while seeking to maintain the purchasing power of the endowment assets. Endowment assets
include those assets of donor-restricted funds that the Foundation must hold in perpetuity or for
a donor-specified period(s) as well as board-designated funds. Under this policy, as approved
by the Board of Directors, the endowment assets are invested in a manner that is intended to
produce results that exceed the price and yield results of various indices such as the S&P 500,
Russell 2000, Barclays Capital U.S. Aggregate Bond and EAFE index while assuming a
moderate level of investment risk. The Foundation expects its endowment funds, over time, to
provide favorable results against these benchmark comparative indexes. Actual returns in any
given year may vary from this amount.
To satisfy its long-term rate-of-return objectives, the Foundation relies on a total return strategy
in which investment returns are achieved through both capital appreciation (realized and
unrealized) and current yield (interest and dividends). The Foundation targets a diversified asset
allocation that places a greater emphasis on equity-based investments to achieve its long-term
return objectives within prudent risk constraints.
Over the long term, the Foundation expects the current spending policy to allow its endowment
to continue to grow. This is consistent with the Foundation’s objective to maintain the
purchasing power of the endowment assets held in perpetuity or for a specified term as well as
to provide additional real growth through new gifts and investment return.
23
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
Endowment net asset composition by type of fund as of June 30, 2016:
Temporarily
Restricted
Unrestricted
Total donor restricted
endowments
$
(84,889)
$
Permanently
Restricted
1,459,789
$
Total
6,566,637
$
7,941,537
Changes in endowment net assets for the year ended June 30, 2016:
Temporarily
Restricted
Unrestricted
Endowment net assets,
beginning of year
$
Investment return
Contributions
Appropriation of endowment
assets for expenditure
Other changes:
Gifts and transfers to
University
Change in value of splitinterest agreements
Change in cash
surrender value of
life insurance
Other
Endowment net
assets, end of
year
(36,391)
$
1,182,907
$
Total
6,080,738
$
7,227,254
-
(183,474)
774,643
490,663
(183,474)
1,265,306
-
(576,402)
-
(576,402)
-
(4,010)
-
(4,010)
-
-
(48,498)
$
Permanently
Restricted
(84,889)
-
266,124
$
1,459,788
-
(4,764)
-
$
6,566,637
(4,764)
217,626
$
7,941,536
Endowment net asset composition by type of fund as of June 30, 2015:
Unrestricted
Total donor restricted
endowments
$
(36,391)
Temporarily
Restricted
$
24
1,182,907
Permanently
Restricted
$
6,080,738
Total
$
7,227,254
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
Changes in endowment net assets for the year ended June 30, 2015:
Temporarily
Restricted
Unrestricted
Endowment net assets,
beginning of year
$
Investment return
Contributions
Appropriation of endowment
assets for expenditure
Other changes:
Gifts and transfers to
University
Change in value of splitinterest agreements
Change in cash
surrender value of
life insurance
Other
Endowment net
assets, end of
year
$
(49,571)
$
Permanently
Restricted
1,480,820
$
Total
6,215,969
$
-
105,514
990
-
(468,241)
-
(468,241)
-
(1,174)
-
(1,174)
-
-
13,180
64,998
(36,391)
$
1,182,907
93,486
7,647,218
$
105,514
94,476
34,020
34,020
12,858
(275,595)
12,858
(197,417)
6,080,738
$
7,227,254
From time to time, the fair value of assets associated with individual donor restricted
endowment funds may fall below the level that the donor or law requires the Foundation to
retain as a fund of perpetual duration. The Board of Directors utilizes an extended three-year
market value average cycle to make this determination. In accordance with accounting
principles generally accepted in the United States of America, deficiencies of this nature that are
reported in unrestricted net assets were $84,889 and $36,391 as of June 30, 2016 and 2015,
respectively.
10. Operating Lease
The Foundation has entered into a non-cancelable operating lease for the rental of land from
the University ("Lessor"), as related to the Foundation's Student Housing Facilities (the “Ground
Lease Agreement”). Rent expense related to this lease was $37,845 and $36,742 for the years
ended June 30, 2016 and 2015, respectively. Significant terms of this Ground Lease Agreement
include the following:
The termination date of the lease is to be the earlier of July 1, 2054, or the date that all
mortgages related to the Student Housing Facility are satisfied beyond July 1, 2044;
Base rent for Phase I Project Facilities is to be $16,000 per year beginning in 2010; base
rent for Phase II Project Facilities is to be $16,650 per year beginning in 2012, and the
base rent shall be increased 3% per year through lease termination;
25
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
An additional annual "Percentage Rent" from Net Available Cash Flows (as defined)
(only due to the extent available in any one year) is due to Lessor;
An annual "System Fee" equal to 0.5% of gross room rental revenues is due to Lessor;
Throughout the lease term, Lessor has the option to purchase the Student Housing
Facility for its fair value;
At the termination or expiration of the lease, all title to and ownership of the Student
Housing Facilities shall automatically and immediately vest with the Commonwealth of
Pennsylvania (“Commonwealth”), subject to the rights of the University pursuant to an
Agreement between the Commonwealth and the University.
At June 30, 2016, the future minimum base rental payments under this operating lease are
summarized as follows (the additional annual rents and fees noted above are not currently
determinable, and are not included in the summary below):
Years Ending June 30:
2017
2018
2019
2020
2021
Thereafter
Total
$
38,980
40,149
41,354
42,594
43,872
2,488,878
$
2,695,827
See note 15.
11. Portfolio Management Fees
The Foundation assesses an asset management fee on managed scholarship and other
endowment funds to be used to support the programs and mission of its affiliated organizations.
This fee, which is calculated based on a percentage of the total fair value of investments and
billed to the University and Alumni Association, amounted to $195,535 and $212,535 for the
years ended June 30, 2016 and 2015, respectively.
26
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
12. Related Party Transactions
The Foundation manages scholarship assets received from the University and Alumni
Association under an endowment custodial relationship (Note 1). These contributing
organizations did not grant the Foundation variance power (the ability to redirect the corpus)
and retained the ownership of the assets.
The Foundation receives and manages contributions from donors of assets intended for the
benefit of the University. Direct contributions of these assets are recorded on the Foundation's
records as contribution income and held in restricted net assets until the donors' requirements
have been satisfied, at which time the assets are released from restrictions and paid to the
University for various initiatives, awards, and scholarships. These gifts to the University were
$228,060 and $296,147 for the years ended June 30, 2016 and 2015, respectively.
During the years ended June 30, 2016 and 2015, the Foundation paid $541,258 and $700,008,
respectively, in indirect expenses to the University related to student housing activities.
As disclosed in Notes 5 and 10, the Foundation has entered into a ground lease agreement with
the University and has also contracted with the University to manage the operation of the
student housing facility.
See Note 15.
13. Concentration of Credit Risk
The Foundation maintains its cash and cash equivalents in bank deposit accounts, which at
times, may exceed federally insured limits. The Association has not experienced any losses in
such accounts. Management believes the Foundation is not exposed to any significant credit
risk related to its cash and cash equivalents.
14. Contingencies
The Foundation is currently a party to several actions involving a vendor and one of its
subcontractors regarding damages arising from negligent construction of a sprinkler system.
Outstanding payments are being withheld by the Foundation until the outcome of this matter has
been settled. Claims are currently pending before an arbitrator and the outcome is not expected
to materially affect the Foundation.
15. Subsequent Event
On August 25, 2016, the University committed to a refinancing of the Foundation’s Series 2008
and 2010 bonds and agreed to assume both the bonds and related student housing property by
which the bonds are secured. This advanced refunding of the bonds and transfer of property is
currently scheduled to occur on September 7, 2016. The consummation of this agreement
would result in the Series 2008 and 2010 bonds, the student housing property and all related
activities, and the trustee funds transferring to the University. The Foundation would then no
longer own and operate the student housing facilities.
27
Edinboro University Foundation
Schedule of Functional Expenses Management and General Expenses and Program Services
Years Ended June 30, 2016 and 2015
2016
Management and General Expenses
Personnel expenses
Board sponsored events
Professional fees
Investment expenses
Miscellaneous
Software and maintenance agreements
Insurance
Office supplies
Board meetings and conferences
Dues and memberships
Depreciation expense
Total management and general expenses
Program Services
Student housing facility expense
Scholarship payments
Gifts to Edinboro University
Projects and special events
Gifts to others
Advertising
Total program services
28
2015
$
264,700
50,796
30,311
10,881
16,126
8,945
1,259
2,315
5,165
842
$
216,172
82,548
52,215
29,405
15,336
5,968
1,244
4,446
3,705
2,404
633
$
391,340
$
414,076
$
14,590,614
692,104
228,340
154,961
2,120
-
$
15,300,207
615,149
296,147
5,500
250
$
15,668,139
$
16,217,253
Edinboro University Foundation
Schedule of Rental Income and Expenses Student Housing Facility
Years Ended June 30, 2016 and 2015
2016
Operating Revenues
Rental revenue
Summer rental revenue
Other revenue
$
Total operating revenues
12,451,317
379,450
28,673
2015
$
12,859,440
Operating Expenses
Depreciation
Maintenance
Indirect expenses
Utilities
Room
Salaries and benefits
Insurance
Professional fees
Bad debt (recovery) expense
Office supplies
Miscellaneous
Food supplies
Marketing and advertising
11,905,255
499,308
28,702
12,433,265
3,499,769
1,557,365
541,258
655,478
568,866
391,463
302,570
215,112
44,933
15,164
8,631
7,581
2,593
3,530,709
1,960,152
700,008
716,788
517,168
530,267
290,000
141,829
(12,964)
67,842
10,227
7,164
3,752
Total operating expenses
7,810,783
8,462,942
Operating income
5,048,657
3,970,323
(6,615,788)
118,651
74,763
10,256
(71,751)
(92,292)
(6,675,147)
41,632
12,742
503,391
(71,750)
(90,368)
(6,576,161)
(6,279,500)
Nonoperating Revenues and Expenses
Interest expense, long-term debt
Interest income, trustee held funds
Unrealized gains on investments
Insurance proceeds
Amortization of bond costs
Bond fees
Nonoperating expenses, net
$
Excess of Expenses Over Revenues
29
(1,527,504)
$
(2,309,177)
Edinboro University Foundation
Schedule of Debt Service Coverage Ratio Student Housing Facility
Years Ended June 30, 2016 and 2015
2016
$
Excess of Expenses over Revenues
Plus Non-Cash and Subordinate Items
Interest expense, long-term debt
Depreciation
Indirect expenses
Amortization of bond costs
One-time operating expenses*
Unrealized gains on investments
2015
(1,527,504)
$
6,615,788
3,499,769
541,258
71,751
500,139
(74,763)
(2,309,177)
6,675,147
3,530,709
700,008
71,750
1,076,584
(12,742)
Excess of Revenues Available for Debt Service
$
9,626,438
$
9,732,279
Annual Debt Service
2008 Bonds
2010 Bonds
$
3,877,125
4,353,663
$
3,764,874
4,315,273
Total Annual Debt Service
$
8,230,788
$
8,080,147
1.17
Debt Service Coverage Ratio
1.20
* One time operating expenses include repairs, maintenance and legal fees that were incurred
due to unexpected circumstances and not budgeted in the current year.
30
BYLAWS
OF
EDINBORO UNIVERSITY FOUNDATION
Revised: February 16, 2015
Edinboro University Foundation
BYLAWS
Revised and Approved: February 16, 2015
INDEX
Article One – Purposes, Offices, Fiscal Year, and Non-Discrimination ----------------- 1
Article Two – Notice, Waivers, and Meetings Generally ----------------------------------- 2
Article Three – Board of Directors -------------------------------------------------------------- 3
Article Four – Officers ----------------------------------------------------------------------------- 8
Article Five – Committees ------------------------------------------------------------------------ 10
Article Six – Indemnification of Directors, Officers, and Other
Authorized Representatives -------------------------------------------------------------- 12
Article Seven – Miscellaneous ------------------------------------------------------------------- 16
Article Eight – Donors’ Gifts and Directions ------------------------------------------------ 18
Article Nine – Fund Administration – Powers and Duties -------------------------------- 20
Article Ten – Distributions and Disbursements --------------------------------------------- 21
BYLAWS
OF
EDINBORO UNIVERSITY FOUNDATION
(The "Foundation")
ARTICLE ONE
PURPOSES, OFFICES, FISCAL YEAR, AND NON-DISCRIMINATION
Section 1.01 Purposes
(a)
Public Charity. The Foundation is incorporated under the Pennsylvania
Nonprofit Corporation Law of 1988 (the "Corporation Law") for the following purposes: to raise
funds for and to support Edinboro University of Pennsylvania (the "University"); to receive,
maintain, and/or borrow funds and to acquire, lease, construct, develop, and/or manage real or
personal property, or both, and, subject to the restrictions and limitations set forth in the Articles
of Incorporation (the “Articles”), to use and apply the whole or any part of such property and the
income from these funds and the principal of these funds for charitable, scientific, or educational
purposes, either directly or by contributions to organizations that qualify as exempt organizations
under Section 501(c)(3) of the Internal Revenue Code (the “Code”) and its regulations as they
now exist or as they may be amended; and to advance the objectives of the University.
(b)
No Private Inurement. No part of the net earnings of the Foundation shall
inure to the benefit of, or be distributable to, any Foundation officer, Director, or employee
thereof, except that the Foundation shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distributions in furtherance of the
purposes set forth herein. No substantial part of the activities of the Foundation shall be the
carrying on of propaganda, or otherwise attempting to influence legislation. The Foundation
shall not participate in or intervene in (including the publishing or distributing of statements) any
political campaign on behalf of any candidate for public office.
Section 1.02 Governing Authority. The Foundation shall be governed and operated in
accordance with the Corporation Law, the Articles, these Bylaws, and by the Board of Directors
(the "Board") with such policies as deemed prudent by the Board.
Section 1.03 Registered Office.
The registered office of the Foundation in
Pennsylvania shall be 210 Meadville Street, Alumni House, Edinboro, Pennsylvania 16412, until
otherwise established by an amendment of the Articles or by the Board and a record of such
change is filed with the Department of State in the manner provided by law.
Section 1.04 Other Offices. The Foundation may also have offices at such other places
within or without Pennsylvania as the Board may from time to time appoint or the business of
the Foundation may require.
Section 1.05 Fiscal Year. The fiscal year of the Foundation shall begin on the first day
of July of each year.
Section 1.06 Non-Discrimination. The Foundation endorses a non-discriminatory
policy as to its operations such that the Foundation shall operate without regard to national
origin, sex, color, age, religion, disability, organizational affiliation, or sexual orientation.
ARTICLE TWO
NOTICE, WAIVERS, AND MEETINGS GENERALLY
Section 2.01 Manner of Giving Notice. Whenever written notice is required to be
given to any person under the provisions of the Corporation Law or by the Articles or these
Bylaws, it may be given to the person either personally or by sending a copy thereof by first
class or express mail, postage prepaid, supplied by the Director of the Foundation for the purpose
of notice, by facsimile, or by electronic (email) mail. If the notice is sent by mail, it shall be
deemed to have been given to the person entitled thereto when deposited in the United States
mail or, in the case of facsimile or electronic mail, when received. A notice of the meeting shall
specify the place, day, and hour of the meeting and any other information required by any other
provision of the Corporation Law, the Articles, or these Bylaws.
Section 2.02 Notice Of Meetings of Board.
(a)
General Rule. Notice of a regular meeting of the Board need not be given.
Notice of every special meeting of the Board shall be given to each Director by telephone or in
writing at least twenty-four (24) hours (in the case of notice by telephone, facsimile, or electronic
mail) or forty-eight (48) hours (in the case of notice by express mail) or five (5) days (in the case
of notice by first class mail) before the time at which the meeting is to be held. Every such
notice shall state the time and place of the meeting. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the Board need be specified in a notice of the
meeting.
(b)
Notice of Action by Directors on Articles and/or Bylaws. In the case of a
meeting of the Board that has as one (1) of its purposes an action on the Foundation's Articles of
Incorporation ("Articles") and/or the Foundation's Bylaws (including but not limited to an
amendment, adoption, restatement, and/or repeal of the Articles and/or Bylaws), written notice
shall be given to each Director at least ten (10) business days before the time at which the
meeting is to be held. There shall be included in, or enclosed with the notice, a copy of the
proposed amendment and/or a summary of the changes to be effected thereby.
Section 2.03 Waiver of Notice.
(a)
Written Waiver. Whenever any written notice is required to be given
under the provisions of the Corporation Law, the Articles, or these Bylaws, a waiver thereof in
writing, signed by the person or persons entitled to the notice, whether before or after the time
-2-
stated therein, shall be deemed equivalent to the giving of the notice. Except as otherwise
required by this subsection, neither the business to be transacted at, nor the purpose of, a meeting
need be specified in the waiver of notice of the meeting.
(b)
Waiver by Attendance. Attendance of a person at any meeting shall
constitute a waiver of notice of the meeting except where a person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the transaction of any business
because the meeting was not lawfully called or convened.
Section 2.04 Modification of Proposal Contained in Notice. Whenever the language
of a proposed resolution is included in a written notice of a meeting required to be given under
the provisions of the Corporation Law or the Articles or these Bylaws, the meeting considering
the resolution may without further notice adopt it with such clarifying or other amendments as do
not enlarge its original purpose.
Section 2.05 Exception to Requirement of Notice. Whenever any notice or
communication is required to be given to any person under the provisions of the Corporation
Law or by the Articles or these Bylaws or by the terms of any agreement or other instrument or
as a condition precedent to taking any corporate action and communication with that person is
then unlawful, the giving of the notice or communication to that person shall not be required.
Section 2.06 Use of Conference Telephone and Similar Equipment. One or more
persons may participate in a meeting of the Board by means of conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to this section shall constitute presence in person
at the meeting.
Section 2.07 Parliamentary Procedure. Except to the extent inconsistent with the
provisions of these Bylaws or any special rules which may from time to time be adopted by the
Board, the rules contained in the then current edition of Roberts Rules of Order shall govern the
meetings of the Board in all cases to which they are applicable
ARTICLE THREE
BOARD OF DIRECTORS
Section 3.01 Powers; Personal Liability.
(a)
General Rule. Unless otherwise provided by statute, all powers vested by
law in the Foundation shall be exercised by or under the authority of, and the business and affairs
of the Foundation shall be managed under the direction of, the Board. The Foundation shall have
no members.
-3-
(b)
Standard of Care: Justifiable Reliance. A Director shall stand in a
fiduciary relation to the Foundation and shall perform his or her duties as a Director, including
duties as a member of any committee of the Board upon which the Director may serve, in good
faith, in a manner the Director reasonably believes to be in the best interests of the Foundation
and with such care, including reasonable inquiry, skill, and diligence, as a person of ordinary
prudence would use under similar circumstances. In performing his or her duties, a Director
shall be entitled to rely in good faith on information, opinions, reports, or statements, including
financial statements and other financial data, in each case prepared or presented by any of the
following:
(1)
One (1) or more officers or employees of the Foundation whom the
Director reasonably believes to be reliable and competent in the matters presented.
(2)
Counsel, public accountants, or other persons as to matters which
the Director reasonably believes to be within the professional or expert competence of
such person.
(3)
A committee of the Board upon which the Director does not serve,
duly designated in accordance with law, as to matters within its designated authority,
which committee the Director reasonably believes to merit confidence.
A Director shall not be considered to be acting in good faith if the Director has knowledge
concerning the matter in question that would cause his or her reliance to be unwarranted.
(c)
Consideration of Factors. In discharging the duties of their respective
positions, the Board, committees of the Board, and individual Directors may, in considering the
best interests of the Foundation, consider the effects of any action upon employees and trainees
of the Foundation and upon communities in which offices or other establishments of the
Foundation are located, and all other pertinent factors. The consideration of those factors shall
not constitute a violation of subsection (b).
(d)
Presumption. Absent breach of fiduciary duty, lack of good faith, or selfdealing, actions taken as a Director, or any failure to take any action, shall be presumed to be in
the best interests of the Foundation.
(e)
Personal Liability of Directors.
(1)
A Director shall not be personally liable, as such, for monetary
damages for any action taken, or any failure to take any action, unless:
(i)
the Director has breached or failed to perform the duties of
his or her office under this section; and
(ii)
the breach or failure to perform constitutes self-dealing,
willful misconduct, or recklessness.
-4-
(2)
The provisions of paragraph (1) shall not apply to the
responsibility or liability of a Director pursuant to any criminal statute, or the liability of
a Director for the payment of taxes pursuant to local, state, or federal law.
(3)
The Foundation will enter into a transaction with an interested
person only if at least two-thirds (2/3) of the Directors then serving approve the
transaction as being fair to and in the best interests of the Foundation.
(f)
Notation of Dissent. A Director who is present at a meeting of the Board,
or of a committee of the Board, at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his or her dissent is entered in the minutes
of the meeting or unless the Director files a written dissent to the action with the secretary of the
meeting before the adjournment thereof or transmits the dissent in writing to the Secretary of the
Foundation immediately after the adjournment of the meeting. The right to dissent shall not
apply to a Director who voted in favor of the action. Nothing in this section shall bar a Director
from asserting that minutes of the meeting incorrectly omitted his or her dissent if, promptly
upon receipt of a copy of such minutes, the Director notifies the Secretary of the Foundation, in
writing, of the asserted omission or inaccuracy.
Section 3.02 Election of Directors. The initial Directors shall be elected by the
Incorporators. Thereafter, the Directors shall be elected by the current Board at its annual
meeting following the presentation of a report by the Governance Committee and nominations
for election having been made by current members of the Board.
Section 3.03 Number, Term of Office, and Resignation.
(a)
Number. The Board shall consist of no less than five (5) voting Directors
and no more than twenty (20) voting Directors.
(b)
Qualifications. Each Director of the Foundation shall be a natural person
at least eighteen (18) years of age who need not be a resident of Pennsylvania. In addition, at
least three (3) members of the Board shall be citizens at large who are not affiliated by reason of
employment with either a governmental agency or educational institution. One (1) non-voting
Director shall be nominated by the Council of Trustees of the University and one (1) voting
Director shall be nominated from a slate of three (3) individuals proposed by the Edinboro
University of Pennsylvania Alumni Association, each to serve as liaison between the appointing
body and the Foundation.
(c)
Term of Office. Except as otherwise provided herein, each Director may
hold office for a maximum of three (3) sequential three (3) year terms or until his or her earlier
death, resignation, or removal; provided, further, that the appointed Directors nominated by the
Council of Trustees and the Alumni Association shall not be subject to such limitation but shall
serve at the pleasure of the appointing body; and provided, further, that any Director may be
invited to rejoin the Board after at least one (1) year’s absence from the Board, and may
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thereafter hold office again for a maximum of three (3) sequential three (3) year terms; and
provided, further, that, by majority vote of the remaining members of the Board, the requirement
of one (1) year’s absence may be waived in the case of a Director whose absence would, in the
judgment of such remaining members, be detrimental to the interests of the Foundation by reason
of such Director’s leadership role in one or more ongoing projects of the Foundation. A decrease
in the number of Directors shall not have the effect of shortening the term of any incumbent
Director.
(d)
Resignation. Any Director may resign at any time upon written notice to
the Foundation. The resignation shall be effective upon receipt thereof by the Foundation or at
such subsequent time as shall be specified in the notice of resignation.
(e)
Leaves of Absence. Any Director may request a leave of absence. At the
discretion of the other Directors of the Board, the Board may grant the leave and permit the
Director to return to Board service if the leave of absence expires before completion of his or her
term on the Board. If the leave will extend beyond the expiration date of the Director’s term, the
Board may treat the Director’s position as vacant and replace the Director pursuant to
Section 3.04. The Board may consider the Director for a subsequent term in accordance with
Section 3.03(c) above.
Section 3.04 Vacancies.
(a)
General Rule. Vacancies in the Board, including vacancies resulting from
an increase in the number of Directors, may be filled by a majority vote of the remaining
members of the Board though less than a quorum, or by a sole remaining Director, and each
person so selected shall be a Director to serve for the balance of the unexpired term, and until a
successor has been selected and qualified or until his or her earlier death, resignation, or removal.
(b)
Action by Resigned Directors. When one (1) or more Directors resign
from the Board effective at a future date, the Directors then in office, including those who have so
resigned, shall have power by the applicable vote to fill the vacancies, the vote thereon to take
effect when the resignations become effective.
Section 3.05 Removal of Directors. Any Director may be removed with or without
cause by the affirmative vote of three-quarters (3/4) of the Directors then in office. Such vote
shall be taken at a meeting called for such purpose. All Directors shall be given written notice of
the time and place of the meeting at which the removal vote will be taken at least ten (10) days
before such meeting, and the Director whose removal has been proposed shall be given an
opportunity to present information to the Board before or at such meeting.
Section 3.06 Place of Meetings. Meetings of the Board may be held at such place
within or without Pennsylvania as the Board may from time to time appoint or as may be
designated in the notice of the meeting.
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Section 3.07 Organization of Meetings. At every meeting of the Board, the Chair, or,
in the case of a vacancy in the office or absence of the Chair, the Vice Chair, or, in the case of a
vacancy in the office or absence of both the Chair and the Vice Chair, the Secretary, shall act as
Chair of the meeting.
Section 3.08 Regular Meetings. At least four (4) regular meetings of the Board shall
be held at such time during each fiscal year and at such place as shall be designated from time to
time by resolution of the Board. One (1) of such regular meetings shall be designated by
resolution of the Board as the Foundation's annual meeting.
Section 3.09 Special Meetings. Special meetings of the Board shall be held whenever
called by the Chair or by two (2) or more of the Directors.
Section 3.10 Quorum of and Action by Directors.
(a)
General Rule. A majority of the voting Directors in office of the
Foundation shall be necessary to constitute a quorum for the transaction of business, and the acts
of a majority of the Directors present and voting at a meeting at which a quorum is present shall
be the acts of the Board.
(b)
Action by Written Consent. Any action required or permitted to be taken
at a meeting of the Directors may be taken without a meeting if, prior or subsequent to the action,
consent or consents thereto by all of the Directors in office is filed with the Secretary of the
Foundation.
Section 3.11 Compensation.
The Board shall serve as Directors without
compensation, although a Director may be reimbursed for expenses, which have been approved
by the Board. In addition, a Director may be a salaried officer of the Foundation.
Section 3.12 Attendance. Prior to a meeting of the Board, a Director shall notify the
Chair, or his or her designee, if he or she is unable to attend. Failure to notify the Chair of his or
her absence a reasonable time prior to a meeting will be an unreported absence for purposes of
this Section 3.12. If a Director has two (2) unreported absences of a regularly scheduled meeting
of the Board during the span of the fiscal year, he or she shall be deemed to have resigned from
the Board and shall be so notified in writing, unless the Board in its sole and absolute discretion
determines this Section 3.12 should not apply.
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ARTICLE FOUR
OFFICERS
Section 4.01 Officers Generally.
(a)
Number, Qualifications, and Designation. The officers of the Foundation
shall be a Chair, Vice Chair, Secretary, Treasurer, and such other officers as may be elected in
accordance with the provisions of Section 4.03. The Chair, Vice Chair, Secretary, and Treasurer
shall be voting Directors of the Foundation. Any number of offices may be held by the same
person. Employees of the University may not violate the Commonwealth of Pennsylvania
Adverse Interest Laws and, therefore, may not serve as a voting Director and may not
execute/sign checks or legal contracts on behalf of the Foundation and its Board.
(b)
Resignations. Any officer may resign at any time upon written notice to
the Foundation. The resignation shall be effective upon receipt thereof by the Foundation or at
such subsequent time as may be specified in the notice of resignation.
(c)
Bonding. The Foundation may secure the fidelity of any or all of its
officers by bond or otherwise.
(d)
Standard of Care. Except as otherwise provided in the Articles, an officer
shall perform his or her duties as an officer in good faith in a manner he or she reasonably
believes to be in the best interests of the Foundation and with such care, including reasonable
inquiry, skill, and diligence, as a person of ordinary prudence would use under similar
circumstances. A person who so performs his or her duties shall not be liable by reason of
having been an officer of the Foundation.
Section 4.02 Election and Term of Office. The officers of the Foundation, except the
Chair and those elected by delegated authority pursuant to Section 4.03, shall be elected every
other year by the Board, and each such officer shall hold office for a term of two (2) years and
until a successor has been elected and qualified or until his or her earlier death, resignation, or
removal.
Section 4.03 Subordinate Officers, Committees, and Agents. The Board may from
time to time elect such other officers and appoint such committees, employees, or other agents as
the business of the Foundation may require, including one or more assistant secretaries and one
or more assistant treasurers, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these Bylaws or as the Board may from time to time
determine. The Board may delegate to any officer or committee the power to elect subordinate
officers and to retain or appoint employees or other agents or committees thereof and to
prescribe the authority and duties of such subordinate officers, committees, employees, or other
agents.
-8-
Section 4.04 Removal of Officers and Agents. Any officer or agent of the Foundation
may be removed by the Board with or without cause. The removal shall be without prejudice to
the contract rights, if any, of any person so removed. Election or appointment of an officer or
agent shall not of itself create contract rights.
Section 4.05 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification, or any other cause shall be filled by the Board or by the officer or
committee to which the power to fill such office has been delegated pursuant to Section 4.03, as
the case may be, and if the office is one for which these Bylaws prescribe a term shall be filled
for the unexpired portion of the term.
Section 4.06 Authority. All officers of the Foundation, as between themselves and the
Foundation, shall have such authority and perform such duties in the management of the
Foundation as may be provided by or pursuant to resolutions or orders of the Board or in the
absence of controlling provisions in the resolutions or orders of the Board, as may be determined
by or pursuant to these Bylaws.
Section 4.07 The Chair. The Chair of the Board shall preside at all meetings of the
Board, serve as Chair of the Executive Committee, and perform such other duties as may from
time to time be requested by the Board.
Section 4.08 The Vice Chair. The Vice Chair also shall be the Chair-Elect. The Vice
Chair shall assume the office of the Chair of the Board at the expiration of the term of the
incumbent Chair. In addition, in the absence of the Chair, the Vice Chair shall preside at all
meetings of the Board, serve as Chair of the Executive Committee, and perform such other duties
as may from time to time be requested by the Board.
Section 4.09 The Secretary. The Secretary or an Assistant Secretary shall record (i) all
the votes of the Directors; (ii) the minutes of the meetings of the Board; and (iii) the minutes
generated by the committees of the Board, in a book or books to be kept for that purpose. The
Secretary shall see that notices are given and records and reports properly kept and filed by the
Foundation as required by law. Further, the Secretary shall perform all duties incident to the
Office of Secretary and such other duties as may from time to time be assigned by the Board.
Section 4.10 The Treasurer. The Treasurer or an Assistant Treasurer shall have or
provide for the custody of the funds or other property of the Foundation; shall collect and receive
or provide for the collection and receipt of moneys earned by or in any manner due to or received
by the Foundation; shall deposit or provide for the deposit of all funds in his or her custody as
Treasurer in such banks or other places of deposit as the Board may from time to time designate;
shall, whenever so required by the Board, render an account showing all transactions as
Treasurer and the financial condition of the Foundation; and, in general, shall discharge such
other duties as may from time to time be assigned by the Board.
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ARTICLE FIVE
COMMITTEES
Section 5.01 Committees Generally.
(a)
Establishment and Powers. The Board may, by resolution adopted by a
majority of the Directors in office, establish one (1) or more committees to consist of one (1) or
more Directors of the Foundation. Each committee may include non-Directors as voting
committee members who may be appointed by the Foundation Chair, the Board, and/or by the
committee Chair. Any committee, to the extent provided in the resolution of the Board, shall
have and may exercise all of the powers and authority of the Board, except that a committee shall
not have any power or authority as to the following:
(1)
The creation or filling vacancies in the Board.
(2)
The adoption, amendment, or repeal of these Bylaws.
(3)
The amendment or repeal of any resolution of the Board that by its
terms is amendable or repealable only by the Board.
(4)
Action on matters committed by a resolution of the Board to
another committee of the Board.
(b)
Alternate Committee Members. The Board Chair may designate one (1)
or more persons as alternate members of any committee who may replace any absent or
disqualified member at any meeting of the committee for the purposes of any written action by
the committee. In the absence or disqualification of a member and alternate member or members
of a committee, the member or members thereof present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously appoint another person to act at
the meeting in the place of the absent or disqualified member.
Board.
(c)
Term. Each committee of the Board shall serve at the pleasure of the
(d)
Committee Procedures. The term "Board of Directors" or "Board” when
used in any provision of these Bylaws relating to the organization or procedures of or the manner
of taking action by the Board shall be construed to include and refer to the Executive Committee
or any other committee of the Board.
(e)
Appointment of Committee Chairs and Committee Members. Except for
the Executive Committee, the Board Chair shall appoint committee Chairs and, in consultation
with the committee Chair, the members of each committee. Committee Chairs must be Directors
of the Foundation. Committee Chairs and members shall serve concurrent terms with Board
officers.
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(f)
Minutes. Each committee of the Board shall generate its own minutes and
records and deliver them to the Secretary or Assistant Secretary.
Section 5.02 Executive Committee.
The Foundation shall have an Executive
Committee consisting of the following persons: Chair, Vice Chair, Secretary, Treasurer, Chairs
of all standing committees, and the prior Board Chair. The Executive Committee shall supervise
and annually review the performance of the Foundation's Executive Director, and shall make
recommendations to the Board concerning salary. The Executive Committee shall have the
power to act for the Board on matters arising in the regular course of business and between
regular meetings of the Board, in accordance with these Bylaws; provided, however, that such
authority shall not extend to those matters described in Section 5.01(a). At least four (4) regular
meetings of the Executive Committee shall be held at such time during each fiscal year and at
such place as shall be designated from time to time by the Executive Committee.
Section 5.03 Finance Committee. The Foundation shall have a Finance Committee
consisting of a Treasurer and other persons having experience in financial, budgeting, and/or
audit functions. The Finance Committee shall function as the fact-finding committee to advise
the Board on the Foundation's finances and expenditures. The Finance Committee shall present
financial reports to the Board and shall be responsible for the initial preparation of the
Foundation's annual budget for presentation to the Board for consideration. The Finance
Committee shall also arrange for an annual audit of the Foundation's books and accounts by an
independent accountant.
Section 5.04 Investment Committee. The Foundation shall have an Investment
Committee consisting of persons having experience in investment matters. The Investment
Committee shall oversee the management of the Foundation’s investment portfolio and shall
make recommendations to the Board concerning the spending rate on the Foundation’s invested
funds.
Section 5.05 Development Committee. The Foundation shall have a Development
Committee consisting of persons interested in establishing positive relationships with donors and
friends of the Foundation and University. The Committee shall: (i) assist the University in
making contribution and grant proposals; (ii) identify prospective donors and friends of the
Foundation and University; (iii) develop endowment building and planned gifting strategies for
the Foundation; and (iv) increase community awareness of the Foundation and University.
Section 5.06 Housing Committee. The Foundation shall have a Housing Committee
consisting of individuals interested and knowledgeable in the oversight of real property and
improvements that may be owned, developed, and/or managed by the Foundation. Such property
includes, but is not limited to, student housing (dormitories), office space, storage space,
commercial and non-commercial real estate, and the tangible personal property devoted to real
estate-related assets. The Housing Committee shall oversee the management of such property
interests and shall make recommendations to the Board concerning the properties.
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Section 5.07 Governance Committee. The Foundation shall have a Governance
Committee which shall be responsible for the following:
(a)
The Governance Committee shall cultivate, recruit and orient new Board
members and evaluate the operations of the Board to ensure that the Board is operating in an
effective manner and fulfilling its fiduciary responsibility. The Governance Committee shall
research prospective new Directors and Officers, and make recommendations to the Board of a
slate of Officers and/or Directors whenever vacancies may occur.
(b)
The Governance Committee shall be responsible for the review of the
Foundation's Articles and/or Bylaws. In accordance with the notification provisions of Section
2.2(b) of Article Two, the Governance Committee shall make recommendations to the Board for
any proposed amendment to the Foundation's Article and/or Bylaws. The Committee shall also
review and respond to any questions and suggested changes to the Articles and/or Bylaws made
by the Board or by any of the Foundation's other committees.
Section 5.08 Other Committees. The Chair may from time to time appoint such other
committees of the Board as the Chair deems appropriate. Such committees shall be strictly
advisory in nature and shall have no power or authority to act on behalf of the Foundation,
except to the extent that such powers and authority have been specifically delegated to the
committee by resolution of the Board.
ARTICLE SIX
INDEMNIFICATION OF DIRECTORS, OFFICERS,
AND OTHER AUTHORIZED REPRESENTATIVES
Section 6.01 Scope of Indemnification.
(a)
General Rule.
The Foundation shall indemnify an indemnified
representative against any liability incurred in connection with any proceeding in which the
indemnified representative may be involved as a party or otherwise by reason of the fact that
such person is or was serving in an indemnified capacity, including without limitation, liabilities
resulting from any actual or alleged breach or neglect of duty, error, misstatement or misleading
statement, negligence, gross negligence, or act giving rise to strict liability or products liability,
except:
law;
(1)
where such indemnification is expressly prohibited by applicable
(2)
where the conduct of the indemnified representative has been
finally determined by a court:
meaning
(i)
of 15
to constitute willful misconduct or recklessness within the
Pa. C.S. Sections 13(b) and 1746(b) and 42 Pa.
- 12 -
C.S. Section 8365(b) or any superseding provision of law sufficient in the
circumstances to bar indemnification against liabilities arising from the conduct;
or
(ii)
to be based upon or attributable to the receipt by the
indemnified representative from the Foundation of a personal benefit to which the
indemnified representative is not legally entitled; or
(3)
to the extent such indemnification has been finally determined in a
final adjudication to be otherwise unlawful.
(b)
Partial Payment. If an indemnified representative is entitled to
indemnification in respect of a portion, but not all, of any liabilities to which such person may be
subject, the Foundation shall indemnify such indemnified representative to the maximum extent
for such portion of the liabilities.
(c)
Presumption. The termination of a proceeding by judgment, order,
settlement, or conviction or upon a plea of nolo contendere shall not of itself create a
presumption that the indemnified representative is not entitled to indemnification.
(d)
Definitions. For purposes of this Article:
(1)
"indemnified capacity" means any and all past, present, and future
service by an indemnified representative in one or more capacities as a Director,
officer, employee, or agent of the Foundation, or, at the request of the Foundation,
as a Director, officer, employee, agent, fiduciary, or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan, or other
entity or enterprise;
(2)
"indemnified representative" means any and all Directors and
officers of the Foundation and any other person designated as an indemnified
representative by the Board (which may, but need not, include any person serving
at the request of the Foundation as a Director, officer, employee, agent, fiduciary,
or trustee of another corporation, partnership, joint venture, trust, employee
benefit plan, or other entity or enterprise);
(3)
"liability" means any damage, judgment, amount paid in
settlement, fine, penalty, punitive damages, excise tax assessed with respect to an
employee benefit plan, or cost or expense of any nature (including, without
limitation, attorney fees and disbursements); and
(4)
"proceeding" means any threatened, pending or completed action,
suit, appeal, or other proceeding of any nature, whether civil, criminal,
administrative, or investigative, whether formal or informal, and whether brought
by or in the right of the Foundation, a class of its security holders, or otherwise.
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Section 6.02 Power to Purchase Insurance. The Foundation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a representative of the
corporation against any liability asserted against him or her and incurred by him or her in any
such capacity, or arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him against that liability.
Section 6.03 Proceedings
Initiated
by
Indemnified
Representatives.
Notwithstanding any other provision of this Article, the Foundation shall not indemnify under
this Article an indemnified representative for any liability incurred in a proceeding initiated
(which shall not be deemed to include counter-claims or affirmative defenses) or participated in
as an intervener or amicus curiae by the person seeking indemnification unless such initiation of
or participation in the proceeding is authorized, either before or after its commencement, by the
affirmative vote of a majority of the Directors in office. This section does not apply to
reimbursement of expenses incurred in successfully prosecuting or defending the rights of an
indemnified representative granted by or pursuant to this Article.
Section 6.04 Advancing Expenses. The Foundation shall pay the expenses (including
attorney fees and disbursements; subject, however, to Section 6.06) incurred in good faith by an
indemnified representative in advance of the final disposition of a proceeding described in
Section 6.01 or the initiation of or participation in which is authorized pursuant to Section 6.02
upon receipt of an undertaking by or on behalf of the indemnified representative to repay the
amount if it is ultimately determined by a court that such person is not entitled to be indemnified
by the Foundation pursuant to this Article. The financial ability of an indemnified representative
to repay an advance shall not be a prerequisite to the making of such advance.
Section 6.05 Payment of Indemnification. An indemnified representative shall be
entitled to indemnification within thirty (30) days after a written request for indemnification has
been delivered to the Secretary of the Foundation; subject, however, to Section 6.06.
Section 6.06 Procedure. As soon as practicable after receipt by an indemnified
representative of notice of the commencement of any action, suit, or proceeding specified in this
Article, the indemnified representative shall, if a claim with respect thereto may be made against
the Foundation under this Article, notify the Foundation in writing of the commencement or
threat thereof; however, the omission so to notify the Foundation shall not relieve the Foundation
from any liability under this Article unless the Foundation shall have been prejudiced thereby or
from any other liability which it may have to the indemnified representative other than under this
Article. With respect to any such action as to which the indemnified representative notifies the
Foundation of the commencement or threat thereof, the Foundation may participate therein at its
own expense and, except as otherwise provided below, to the extent that it desires, the
Foundation, jointly with any other indemnifying party similarly notified, shall be entitled to
assume the defense thereof with counsel selected by the Foundation to the reasonable satisfaction
of the indemnified representative. After notice from the Foundation to the indemnified
representative of its election to assume the defense thereof, the Foundation shall not be liable to
the indemnified representative under this Article for any legal or other expenses subsequently
- 14 -
incurred by the indemnified representative in connection with the defense thereof other than as
otherwise provided below. The indemnified representative shall have the right to employ his or
her own counsel in such action, but the fees and expenses of such counsel incurred after notice
from the Foundation of its assumption of the defense thereof shall be at the expense of the
indemnified representative unless: (i) the employment of counsel by the indemnified
representative shall have been authorized by the Foundation; (ii) the indemnified representative
shall have reasonably concluded that there may be a conflict of interest between the Foundation
and the indemnified representative in the conduct of the defense of such proceeding; or (iii) the
Foundation shall not in fact have employed counsel to assume the defense of such action. The
Foundation shall not be entitled to assume the defense of any proceeding brought by or on behalf
of the Foundation or as to which the indemnified representative shall have reasonably concluded
that there may be a conflict of interest.
Section 6.07 Contribution. If the indemnification provided for in this Article or
otherwise is unavailable for any reason in respect of any liability or portion thereof, the
Foundation shall contribute to the liabilities to which the indemnified representative may be
subject in such proportion as is appropriate to reflect the intent of this Article or otherwise.
Section 6.08 Mandatory Indemnification of Directors, Officers, etc. To the extent
that an authorized representative of the Foundation has been successful on the merits or
otherwise in defense of any action or proceeding referred to in 15 Pa. C.S. Sections 1741 or 1742
or in defense of any claim, issue, or matter therein, such person shall be indemnified against
expenses (including attorney fees and disbursements) actually and reasonably incurred by such
person in connection therewith.
Section 6.09 Contract Rights; Amendment or Repeal. All rights under this Article
shall be deemed a contract between the Foundation and the indemnified representative pursuant
to which the Foundation and each indemnified representative intend to be legally bound. Any
repeal, amendment, or modification hereof shall be prospective only and shall not affect any
rights or obligations then existing.
Section 6.10 Scope of Article. The rights granted by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification, contribution, or
advancement of expenses may be entitled under any statute, agreement, vote of shareholders or
disinterested Directors or otherwise both as to action in an indemnified capacity and as to action
in any other capacity. The indemnification, contribution, and advancement of expenses provided
by or granted pursuant to this Article shall continue as to a person who has ceased to be an
indemnified representative in respect of matters arising prior to such time, and shall inure to the
benefit of the heirs, executors, administrators, and personal representatives of such a person.
Section 6.11 Reliance on Provisions. Each person who shall act as an indemnified
representative of the Foundation shall be deemed to be doing so in reliance upon the rights
provided by this Article.
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Section 6.12 Interpretation. The provisions of this Article are intended to constitute
bylaws authorized by 15 Pa. C.S. Sections 513 and 1746 and 42 Pa. C.S. Section 8365.
ARTICLE SEVEN
MISCELLANEOUS
Section 7.01 Checks. All checks, notes, bills of exchange, or other orders in writing
shall be signed by such person or persons as the Board may from time to time designate.
Section 7.02 Contracts.
(a)
General Rule. The Board may authorize the delivery of any instrument on
behalf of the Foundation, and such authority may be general or confined to specific instances.
(b)
Statutory Form of Execution of Instruments. Any note, mortgage,
evidence of indebtedness, contract or other document, or any assignment or endorsement thereof,
executed or entered into between the Foundation and any other person, when signed by one or
more officers or agents having actual or apparent authority to sign it, or by the Chair or Vice
Chair and Secretary or Treasurer of the Foundation, shall be held to have been properly executed
for and on behalf of the Foundation, without prejudice to the rights of the Foundation against any
person who shall have executed the instrument in excess of his or her actual authority.
Section 7.03 Interested Party Transactions. The Foundation recognizes that the
skills, talents, and relationships of its officers and members of its Board are among its richest
assets. The Foundation also is aware that acquiring goods or services from, or engaging in
transactions with, its officers, Directors, members of their families or entities in which they have
a financial interest or with which they are affiliated (such persons and entities are referred to
collectively as “Interested Parties”) may create an appearance of impropriety. In order to protect
the Foundation against any improper appearance, the Foundation will restrict its business
dealings with Interested Parties as follows:
(a)
The Foundation may acquire goods or services from, or otherwise transact
business with, an Interested Party if the Board determines in its judgment that the goods or
services provided to the Foundation are, or the transaction is, on terms no less advantageous to
the Foundation than the terms that are available to the Foundation from third parties. Moreover,
the Foundation anticipates that any such acquisition may be on terms that are more advantageous
to the Foundation than those generally extended by third parties. If an Interested Party offers
terms which are as advantageous to the Foundation as terms offered by another vendor, the
Foundation may, but shall not be required to, consider other benefits derived by it from the
Interested Party (e.g., past or anticipated services rendered or financial support) in selecting
between otherwise equally desirable vendors.
- 16 -
(b)
Whenever the Foundation is considering acquiring goods or services from,
or entering into a transaction with, an Interested Party, the details that create the Interested Party
relationship shall be disclosed to the Foundation in writing to the Board.
(c)
The Foundation shall enter into a transaction with an Interested Party (an
“Interested Party Transaction”) only if the Board is made aware of the information referred to in
Subsection 7.03 (b) and the majority of the Directors then serving approve the transaction as
being fair to and in the best interests of the Foundation. Additionally, the Executive Committee
shall have the authority to act for the Board in granting the approval contemplated by this
paragraph. For purposes of the preceding two sentences, any Director or Executive Committee
member who is (or has an interest in or is related to) the Interested Party that is a party to a
proposed transaction shall not be considered a Director or Executive Committee member then
serving (including, without limitation, for the purpose of determining a quorum), shall not
participate in the vote on the transaction, and shall not attend any meeting while approval of the
transaction is considered. Notwithstanding the foregoing, however, prior approval by the Board
shall not be required if (a) emergency circumstances make such approval impractical (in which
event the transaction shall be reported to the Board promptly after the fact), or (b) if the
transaction falls below a de minimis threshold established by the Board.
(d)
The Board (or a committee established by the Board) may:
(1)
Develop procedures and guidelines (collectively called “Policies”)
regarding Interested Party Transactions;
(2)
Monitor transactions with Interested Parties; and
(3)
Establish such criteria as it may deem appropriate for de minimis
transactions that need not be approved hereunder.
Section 7.04 Deposits. All funds of the Foundation shall be deposited from time to
time to the credit of the Foundation in such banks, trust companies, or other depositories as the
Board may approve or designate, and all such funds shall be withdrawn only upon checks signed
by such one or more officers or employees as the Board shall from time to time determine.
Section 7.05 Corporate Records. The Foundation shall keep complete and accurate
books and records of account and minutes of the proceedings of the Directors. Any books,
minutes, or other records may be in written form or any other form capable of being converted
into written form within a reasonable time.
Section 7.06 Financial Reports. The Foundation shall prepare annual financial
statements, which may be consolidated, including at least a balance sheet as of the end of each
fiscal year and a statement of income and expenses for the fiscal year. The financial statements
shall be prepared on the basis of generally accepted accounting principles, shall be audited by a
public accountant, and shall be accompanied by the report of the accountant.
- 17 -
Section 7.07 Incidental Profits. Whenever the lawful activities of the Foundation
involve among other things the charging of fees or prices for its services or products, it shall
have the right to receive such income, and, in so doing, may make in incidental profit. All such
incidental profits shall be applied to the maintenance and operation of the lawful activities of the
Foundation, and in no case shall be divided or distributed in any manner whatsoever among the
Directors or Officers of the Foundation, except as otherwise permitted by law.
Section 7.08 Amendment of Bylaws. These Bylaws may be amended or repealed, or
new Bylaws may be adopted, by vote of a majority of the Board at any duly organized annual or
special meeting of the Board called in accordance with the notification requirements as set forth
in Section 2.02(b) of these Bylaws. Any change to the Foundation's Bylaws shall take effect
when adopted unless otherwise provided in the resolution effecting the change.
Section 7.09 Dissolution. Upon dissolution of the Foundation or the winding up of its
affairs, the assets of the Foundation shall be distributed exclusively to the University unless the
University has been closed. If the University is closed, then Foundation assets shall be
distributed to charitable, religious, scientific, testing for public safety, literary, or educational
organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal
Revenue Code and its regulations as they now exist or may be amended.
ARTICLE EIGHT
DONORS' GIFTS AND DIRECTIONS
Section 8.01 General Rule. Donors may make gifts to or for the use of the Foundation
by naming or otherwise identifying the Foundation as a recipient or as trustee. The Board may,
as necessary, designate one or more financial institutions to hold and administer all donor gifts.
The Board shall also establish the appropriate gift acceptance policies and coordination with
University policies.
Section 8.02 Governing Instruments. Each donor, by making a gift to or for the use
of the Foundation, accepts and agrees to all the terms of these Bylaws and Articles of
Incorporation and provides that the gift shall be subject to the provisions for presumption of
donors' intent, for variance from donors' direction and for amendments and termination, and to
all other terms of the Articles of Incorporation and Bylaws.
Section 8.03 Remainder Interests. If a gift is made to the Foundation in trust to make
income or other payments for a period of a life or lives or other period to any individuals or for
non-charitable purposes, followed by payments to or for the use of the Foundation, or in trust to
make income or other payments to or for the use of the Foundation, followed by payments to any
individuals or for non-charitable purposes, only the payments to or for the use of the Foundation
shall be regarded as Foundation funds subject to these Bylaws and only when the Foundation
becomes entitled to their use, but the Board may take such actions as it from time to time deems
necessary to protect the Foundation's rights to receive such payments.
- 18 -
Section 8.04 Donor Direction. Any donor may, with respect to any gift of Ten
Thousand Dollars ($10,000) or more, give directions to: (a) particular purposes of the University
to be supported, (b) manner of distribution including amounts, times, and conditions of payments
and whether from principal or income, (e) a name as a memorial or otherwise for a fund given, or
addition to a fund previously held, or anonymity for the gift, and (d) reasonable limits on or
additions to investment or administrative powers of the Foundation. All such directions by
donors shall be followed except as may be contrary to these Bylaws, Board policies, and the
charitable purposes of the Foundation.
Section 8.05 Commingle Funds Memorials. No gift shall be required to be separately
invested or held unless it is necessary in order to follow any other direction by the donor as to
purpose, investment, or administration, or in order to prevent tax disqualification, or is required
by law. Directions for naming a fund as a memorial or otherwise may be satisfied by keeping
under such name accounts reflecting appropriately the interest of such fund in each common
investment.
Section 8.06 Rejection of Gifts. Each fund of the Foundation shall be presumed to be
intended: (a) to be used only for charitable purposes, (b) to be productive of a reasonable return
of net income which is to be distributed at least annually or if accumulated is to be accumulated
only in a reasonable amount and for a reasonable period for a charitable purpose or purposes, and
(c) to be used only for such of those purposes and in such manner as not to disqualify the gift
from deduction as a charitable contribution, gift, or bequest in computing any federal income,
gift, or estate tax of the donor or the donor's estate and not to disqualify the Foundation from
exemption from federal income tax as a qualified charitable organization and shall not be
otherwise applied. If a direction by the donor, however expressed, would, if followed, result in
use contrary to the intent so presumed, or if the Board is advised by counsel that there is a
substantial risk of such result, the direction shall not be followed, but shall be varied by the
Board so far as necessary to avoid such result, except that if the donor has clearly stated that
compliance with the direction is a condition of such gift, then the gift shall not be accepted in
case of such advice unless an appropriate judicial or administrative body first determines that the
condition and direction need not be followed. Reasonable charges and expenses of counsel for
such advice and proceedings shall be proper expenses of the Foundation.
Section 8.07 Changed Circumstances. Whenever the Board decides that conditions or
circumstances are such or have so changed since a direction by the donor as to purpose, or as to
manner of distribution or use, that literal compliance with the direction is unnecessary,
undesirable, impractical, or impossible, or the direction is not consistent with the Foundation
primarily serving effectively the needs of the University, it may, by affirmative vote of at least
two-thirds (2/3) of its Directors order such variance from the direction and such application of
the whole or any part of the principal or income of the fund to other charitable purposes as in its
judgment will then more effectively serve such needs (subject to such approvals, if any, as may
be required under law). Whenever the Board decides that a donor's direction as to investment or
administration has, because of changed circumstances or conditions or experience, proved
impractical or unreasonably onerous and impedes effectual serving of such needs, the Board may
- 19 -
order variance from such direction to such extent as in its judgment is necessary, subject to such
approval, if any, as may be required under law.
ARTICLE NINE
FUND ADMINISTRATION - POWERS AND DUTIES
Section 9.01 General Rule. Gifts to or for the use of the Foundation shall, upon
acceptance and receipt, vest in the Foundation. The investment, reinvestment, and disposition of
such gifts shall be subject to the direction and control of the Board as set forth in these Bylaws
and the Foundation’s policies as same may be amended from time to time.
Section 9.02 Validity of Gift. The Foundation shall not be responsible for the validity
of any gift received. If a donor's direction would, if followed, result in use contrary to the intent
presumed by these Bylaws, or if the Foundation is advised by counsel that there is a substantial
risk of such result, the Foundation may decline to accept the gift until a determination is obtained
as provided in these Bylaws or the direction is varied as provided herein.
Section 9.03 Powers. Solely for the purpose of carrying out the charitable purposes of
the Foundation, the Foundation and the Board shall have, in addition to all nonprofit corporate
powers under the Corporation Law and other powers granted by the Articles or these Bylaws or
by donors' directions, but subject to limitations expressly provided by donors' directions and
provisions or other provisions hereof, the following discretionary powers with respect to
property received and/or each fund held or established by or for the Foundation:
(a)
Investment and Reinvestment. To retain property in the form and
condition in which it is received, to invest and reinvest from time to time in any securities,
obligations, or other property of any kind it may deem advisable, including any common fund,
trust, or account(s) maintained by it;
(b)
Disposition of Property. To sell, lease for any period, convey, transfer,
exchange, deliver, and dispose of all or any part of the assets of any fund, and make contracts
concerning any such assets, all at such prices, for such terms as to credit and otherwise, and
whether by public auction or private negotiation, as it deems best;
(c)
Voting. To vote or refrain from voting any corporate or other securities;
to give proxies; to exercise or sell subscription rights and pay security assessments; to consent to
extension or renewal or refunding of obligations and liens or security therefore; to hold property
in its name or the name of a nominee without disclosing the interest of the Foundation except in
its accounting; to participate in reorganizations, mergers, consolidations, foreclosures, and
liquidations, and to join with other security holders in delegating authority to, depositing
securities with, and acting through committees, depositories, voting trustees, and the like and
receive and hold securities or property thereby received; and to settle, compromise, contest,
prosecute, or abandon claims in favor of or against any Foundation assets, all as it deems best;
- 20 -
(d)
Allocation. To allocate receipts and disbursements to principal or income
in accordance with reasonable accounting principles;
(e)
Management. To execute and deliver receipts, bills of sale, conveyances,
assignments, transfers, powers of attorney, contracts, releases, deeds of trust, mortgages, and
other instruments incident to any transaction; and
(f)
Selection of Agents. To employ attorneys and agents and special
assistance as needed, and retain and pay reasonable compensation for services and expenses
thereof, and to pay such compensation as is fair, reasonable, and customary at the time, and as
may be established from time to time by advance written agreements with the Board, and to
charge all such amounts in equitable proportions to the funds held by the Foundation.
Section 9.04 Third Party Reliance. No one dealing with the Foundation need inquire
concerning the validity of anything the Foundation purports to do, nor see to the application of
anything paid or transferred to or upon order of the Foundation and anyone dealing with the
Foundation with respect to any asset of any fund may rely without inquiry upon the authority of
the Foundation in any action it purports to take, and upon a certificate by any executive officer of
the Foundation with respect to any fact pertinent to any fund or funds, asset, or administration.
Section 9.05 Board as Fiduciary. The Foundation and its Board shall serve in a
fiduciary capacity and shall refrain from exercising any powers in such manner as to disqualify
the Foundation from federal income tax exemption as a qualified charitable organization or any
gift from deduction as a charitable contribution, gift, or bequest in computing federal income,
gift, or estate tax of the donor or an estate.
ARTICLE TEN
DISTRIBUTIONS AND DISBURSEMENTS
Section 10.01 Distribution Determination. The Board shall from time to time, but not
less frequently than annually, (a) determine all distributions to be made from net income and
principal pursuant to provisions of these Bylaws and donors' directions from time to time
applicable, and make, or authorize and direct the payments to organizations or persons to whom
payments are to be made, in such amount and at such times and with such accompanying
restrictions, if any, it deems necessary to assure use for the charitable purposes and in the manner
intended, and (b) determine all disbursements to be made for administrative expenses incurred by
the Board and direct the payment thereof and funds to be charged.
Section 10.02 Board Vote. All determinations shall be by affirmative vote of a majority
of the Board, unless otherwise expressly provided herein or by direction of the donor as a
condition of the gift (which is nevertheless subject to variance as provided in these Bylaws).
Section 10.03 Principal Distributions. Determinations may be made to distribute
capital from funds given without directions as to principal or income as well as pursuant to
- 21 -
directions expressly permitting use of principal, but the Board shall make such determinations as
far in advance as the Board deems practicable so as to adjust its investment policies accordingly,
and may, upon investment advice as to how the desired distribution and any necessary
liquidation of investments can most economically be accomplished, adjust its directions for
distribution so far as it deems practicable accordingly.
Section 10.04 University Needs. The Board shall gather and analyze and conduct
investigation and research as the Board from time to time deems necessary or desirable in order
to determine the most effective agencies and means for meeting the needs of the University
through distribution of funds given for charitable purposes, and may direct disbursements for
such fact gathering in an analysis, investigation, and research from funds given for such purposes
or from funds given without direction as to purpose. Disbursements for administrative expenses
incurred by the Board shall be paid first from any funds directed by a donor to be used for such
purposes and to the extent such funds do not cover the cost of such administrative expenses, then
the difference shall be paid from the Foundation's general funds.
CERTIFICATE
I, _________________________, certify that the foregoing Bylaws are as last amended
and approved by the Board on February 16, 2015.
____________________________
Secretary
1264890v11
- 22 -
Edinboro University Foundation Board of Directors February 2016
Board Member
Executive Director
Christopher J. Cuzzola
DECEASED 12/1/16
Campbell, Dr. Mary Jo
Home Address
Term I nformation
Board Office
Committee
Chair
Governance
Executive
ccuzzola@eupfoundation.org
4334 Prestwick Dr
Erie, Pa 16506
maryjocampbell1@verizon.net
5431 Linden Avenue
Edinboro, PA 16412
(814) 734-7649
814-881-0962
Frampton, Mr. Dennis
* * non-voting
drf1248@zoominternet.net
Herbe, Mr. David
Spouse: Theresa
dherbe@skmco.com
Howard, Mr. Dennis
Spouse: Dianne
Employment
246 DeVore Drive
Meadville, PA 16335
(814) 333-9771
2933 Madeira Drive
Erie, PA 16506
(814) 838-9371
denhoward@aol.com
7634 Francis Road
Girard, PA 16417
(814) 734-1456
Retired
Edinboro University Professor of Elementary Educatio Appointment Date: June 13'
Term Expires: Oct 2016
President
C & J Industries
760 Water Street, P. O. Box 499D
Meadville, PA 16335
(814) 724-4950 Ext. 7500
Schaffner Knight & Minnaugh
1001 State Street, Suite 1300
Erie, PA 16501
(814) 454-1997 Ext. 217
Council of Trustees Liaison
Appointment Date: Sept. 11'
Term Expires: Oct 2016
Lord Corporation-Retired
Lord Corporation
Appointment Date: Dec. 10'
Appointment Date: June 13'
Housing
Treasurer
Chair
Chair
Executive
Finance
Executive
Finance
Housing
Term Expires: Oct 2016
* 1st full term begins Dec. 2011
Kirk, Mr. James
Spouse: Deborah Jean Kirk
Rinn, Mr. Steven
Spouse: Angie Rinn
Santelli, Mr. Patrick
Spouse: Patricia Santelli
Scalise, Mr. Charles G.
kirkj2814@gmail.com
12814 Forrest Drive
Edinboro, PA 16412
home: (814) 734-7556
cell: (814) 392-8534
srinn@hbkswealth.com
521 Seminole Drive
Erie, PA 16505
psantelli@verizon.net
2913 Swansea Cresent E.
Allison Park, PA 15101
home: (412) 487-2338
cell: (412) 780-3680
cscalise@hands-erie.org
HANDS
7 E 7th Street
Erie, PA 16501
First National Bank- Retired
Building 44 of terrace XVII
10390 Washington Palm Way
Fort Myers, FL 33966
Appointment Date: June 12
Executive
Finance
Investment
Term Expires: Oct 2016
HBK Wealth Advisors
5121 Zuck Road
Erie, PA 16506
work: (814) 490-7102
Term Expires: Oct 2016
Retired
Pfizer, Inc.
Appointment Date: June 12
Chair
Appointment Date: June 13
Chair
Executive
Finance
Investment
Governance
Vice Chair
Executive
Finance
Investment
Term Expires: Oct 2016
President/CEO
Appointment Date: Dec 2011
Secretary
Chair
Housing
Executive
Term Expires: Oct 2017
C:\Shares\Worddata\COT\affiliated agreements\affiliated organizations pref office file\2016 compliance documents\Foundation\Board of Directors-February 2016.xls
Edinboro University Services, I nc.
•
•
•
•
•
M emorandum of Understanding (expires June 17, 2019)
Financial Statements and Accompanying I nformation – June 30, 2016 and 2015
Articles of I ncorporation (previously circulated – no changes)
ByLaws
Board of Directors
EDINBORO T]NIYERSITY SERYICES, INC.
FINAi\CIAL STATEMENTS
AND ACCOMPAI\IYING INFORMATION
June 30,2016 and20l5
---ooOoo--CONTENTS
PAGE
t-2
lndependent Auditor' s Report
Statements of Financial Position
a
J
Statements of Activities and Changes in Net Assets
4
Statements of Cash Flows
5
Notes to Financial Statements
Accompanying Information
6-11
:
Departmental Schedules of Operations Information
---ooOoo---
t2-13
&H
CPAs
& Consultants
August 2,20T6
Board of Directors
Edinboro University Services, Inc.
Edinboro, Pennsylvania
Independent Auditor' s RePort
Report on the Financial Statements
We have audited the accompanying financial statements of Edinboro University Services, Inc. (a
nonprofit orgarization), which comprise the statements of financial position as of June 30,2016
and-2015, and the related statements of activities and changes in net assets and cash flows for the
years then ended, and the related notes to the financial statements.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with accounting principles generally accepted in the United States of America; this
includes the design, implementation and maintenance of internal control relevant to the preparation
and fair presentation of financial statements that are free from material misstatement, whether due
to fraud or error.
Auditor'
s
Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We
conducted our audits in accordance with auditing standards generally accepted in the United States
of America. Those standards require that we plan and perform the audits to obtain reasonable
assurance about uihether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditor's judgment,
including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the entity's preparation and fair presentation of the financial statements in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express
no such opinion. An audit also includes evaluating the appropriateness of accounting policies used
and the reasonableness of significant accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
-1H|LL, BARTH & K|NG
LLC | 6603 SUMMIT DRTVE CANFIELD, OHIO 44406
|
TEL 330-758-8613 FAX 330-758-0357
|
HBKCPA COM
Opinion
In our opinion, the financial statements referred to above present fairly, in all materiai respects,
the financial position of Edinboro University Services, lnc. as of June 30,2016 and2015, and the
changes in its net assets and its cash flows for the years then ended in accordance with
accounting principles generally accepted in the United States of America.
Report on Accompanying Information
Our audit was conducted for the purpose of forming an opinion on the financial statements as a
whole. The accompanying information included on pages 12 md 13 is presented for purposes of
additional analysis and is not a required part of the financial statements. Such information is the
responsibility of management and was derived from and relates directly to the underlying
accounting and other records used to prepare the financial statements. The information has been
subjected to the auditing procedures applied in the audits of the financial statements and certain
additional procedures, including comparing and reconciling such information directly to the
underlying accounting and other records used to prepare the financial statements or to the financial
statements themselves, and other additional procedures in accordance with auditing standards
generally accepted in the United States of America. In our opinion, the information is fairly stated
in al1 material respects in relation to the financial statements as a whole.
ll,:// ts^,A qt",f
Certified Public Accountants
-2-
LLL
EDINBORO UNIVERSITY SERYICES, INC.
STATEMENTS OF F'INANCIAL POSITION
June 30,2016 and 2015
20t6
20t5
ASSETS
CURRENT ASSETS
equivalents
Accounts receivable
Commissions and due from vendors
Inventories
Prepaid expenses
Cash and cash
1,493,289 $ 1,771,128
S
TOTAL CURRENT
82,549
23,583
644,951
30,954
170,94A
50,777
696,308
35,351
2,724,504
ASSETS 2,275,326
689,312
NET PROPERTY AND EQUIPMENT - NOTE B
2.964.638
$
722,937
$ 3.447^441
LIABILITIES AND NET ASSETS
CURRENT LIABILITIES
Accounts payable and accrued expenses
$
181,287
$
2,783,351
UNRESTRICTED NET ASSETS
197,043
3,250,398
$ 2.964"638 $ 3,447.447
See accompanying notes
a
-J-
to financial statements
EDINBORO UNIVERSITY SERVICES, INC.
STATEMENTS OF ACTIVITIES AND CHANGES IN NET ASSETS
Years ended June 30,2016 and 2015
2016
201s
PERCENT
PERCENT
OFNET
OFNET
REVENUES
AND OTHER
REVENUES
AND OTHER
AMOUNT
SUPPORT
AMOLINT
SUPPORT
UNRESTRICTED NET ASSETS
REVENUES AND OTHER SUPPORT
Net sales:
$ 3,336,098
94.48
$ 3,575,377
155,848
4.41
39,354
1.11
176,942
49,917
100.00
70.72
3,802,230
100.00
2,497,490
2,653,974
69.80
INCREASE IN UNRESTRICTED
NET ASSETS BEFORE
OPERATING EXPENSES 1,033,810
29.28
1,148,256
30.20
567,297
261,963
16.06
7.42
494,451
13.00
237,400
6.24
(13,360)
(0.38)
12,641
42,827
1.21
45,362
0.33
1.19
22,907
0.65
0.56
0.90
31,922
16,545
30,235
0.84
0.44
0.80
47,107
1.33
65,234
4,835
0.14
0.83
30,646
1.72
0.05
0.81
1.17
Books and supplies
Copy center
Vending
TOTAL NET REVENUES
AND OTHER SUPPORT 3,531,300
Cost of goods
sold
94.04
4.65
1.31
OPERATING EXPENSES
Salaries and wages
Payroll taxes and benefits
Change in accrued benefits
Maintenance and repair
Supplies
Professional services
Insurance
Depreciation
19,767
31,876
Advertising
Credit card discount fees
Other expenses
TOTAL OPERATING EXPENSES
29,469
57,801
1,072,471
Interest income
Gain (loss) on sale of assets
(1.08)
(12.29)
(433,823)
5,095
44,450
1,010,778
137,478
1.64
30.36
(38,661)
OTHER INCOME (DEDUCTIONS)
Philanthropic activities - NOTig C
1,892
342
(428,386\
3.61
(10.64)
0.01
(404,569)
5,092
(133)
(12.14)
(399,610)
(10.s 1)
0.14
0.13
0.00
DECREA SE IN LINRESTRICTED
NET ASSETS
LINRESTRICTED NET ASSETS
Beginning of year
End ofyear
(467,047)
_(BnL
Q62,132)
3,250,398
_LZ,133sst
3,512,530
$ 3.250.398
See accompanying notes to financial statements
-4-
(6.90)
EDINBORO UNIYERSITY SERVICES, INC.
STATEMENTS OF CASH FLOWS
Years ended June 30, 2016 and20l5
2016
2015
$ 3,646,885
$ 3,808,215
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers
(3,966,375)
(3,916,679)
Cash paid to suppliers and employees
5,095
lnterest received
(264,699)
NET CASH USED IN OPERATING ACTIVITIES
5,092
(153,068)
CASH FLOWS FROM INVESTING ACTIVITIES
500
342
Proceeds from sale ofassets
(13,482)
(34,940)
NET CASH USED IN INVESTING ACTIVITIES
(13,140)
(34,440)
NET DECREASE INCASHAND CASH EQUIVALENTS
(277,839)
Purchase of properly and equipment
(1
87,508)
CASH AND CASH EQUIVALENTS
1,958,636
1,771,128
Begiruring of year
End ofyear
_s
1,493289_
_$
1J71,128_
s
(467,047)
$
(262,132)
RECONCILIATION OF DECREASE IN UNRESTRICTED NET
ASSETS TO NET CASH USED IN OPERATING ACTIVITIES
Decrease in unrestricted net assets
Adjustments to reconcile decrease in unrestricted net assets
to net cash used in operating activities:
47,107
Depreciation
(342)
(Gain) loss on sale of assets
65,234
133
Decrease in accounts receivable
88,391
19,631
(Increase) decrease in commissions and due from vendors
27,194
(13,646)
Decrease in inventories
51,357
50,164
4,397
(3,046)
(t5,756)
(9,406)
(Increase) decrease in prepaid expenses
Decrease in accounts payable and accrued expenses
NET CASH USED IN OPERATING ACTIVITIES
See accompanying notes
-5-
$J?S!pe)
to financial statements
_$_!-s3,o6g)_
EDINBORO UNI\TERSITY SERYICES, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2016 and2015
NOTE A
-
SUMMARY OF SIGNIF'ICANT ACCOTINTING POLICIES
This summary of significant accounting policies is presented to assist in understanding the
orga;rization's financial statements. The financial statements and notes are representations of the
orgarization's management, who is responsible for their integrity and objectivity. These
accounting policies conform to accounting principles generally accepted in the United States of
America and have been consistently applied in the preparation of the financial statements.
Or
ganizati o n Activity
:
Edinboro University Services, Inc. (the organization) is a corporation organized,under the NonProfit Corporation Law of the Commonwealth of Pennsylvania. The organization renders a
variety of services (e.g. text book and supplies sales, vending, and printing services), which
supplement services provided by Edinboro University of Pennsylvania (University).
Basis of Accounting:
The financial statements are presented on the accrual basis of accounting in accordance with
accounting principles generally accepted in the United States of America.
Basis of Presentation:
The organizationis required to report information regarding its financial position and activities
according to three classes ofnet assets; unrestricted net assets, temporarily restricted net assets,
and permanently restricted net assets.
Unrestricted net assets are not subject to donor restrictions.
Temporarily restricted net assets result from contributions, grants or other inflows of assets
whose use by the organization is limited by donor- or grantor-imposed stipulations that either
expire by passage of time or can be fulfrlled and removed by actions of the orgatization prirsuant
of those stipulations, from other asset enhancements and diminishments subject to the same kinds
ofstipulations and from reclassifications to or from other classes ofnet assets as a consequence
of donor- or grantor-imposed'stipulations, their expiration by passage of time, or their fulfillment
and removal by actions of the organrzation pursuanl to those stipulations.
Permanently restricted net assets result from contributions, grants, and other inflows of assets
whose use by the organization is limited to donor- or grantor-imposed stipulations that neither
expire by passage of time nor can be fulfilled or otherwise removed by actions of the
organization, from other asset enhancements and diminishments subject to the same kind of
restrictions and from reclassifications from or to other classes ofnet assets as a consequence of
donor- or grantor-imposed stipulations.
-6-
EDINBORO UNIVERSITY SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30,2016 and 2015
NOTE A
- SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Basis of Presentation (Continued):
The organization has no temporarily or permanently restricted net assets at June 30,2016 and
20t5.
The organization reports gifts of cash and other assets as restricted support if they are received
with donor stipulations that limit the use of the donated assets. When a donor restriction expires,
that is, when a stipulated time restriction ends or purpose restriction is accomplished, temporarily
restricted net assets are reclassified to unrestricted net assets and reported in the statement of
activities as net assets released from restrictions. The organizationdid not solicit contributions
during 2016 afi2075, and has no plans to do so in the near term.
Revenue Recognition:
Revenue is recognized at the point of sale and reported as increases in unrestricted net assets
unless use of the related assets is limited by donor-imposed restrictions. Expenses are reported as
decreases in unrestricted net assets. Gains and losses on other assets or liabilities are reported as
increases or decreases in unrestricted net assets unless their use is restricted by explicit donor
stipulation or by law. Expirations of restrictions on net assets are reported as net assets released
from restrictions between applicable classes of net assets.
Cash and Cash Equivalents:
Cash and cash equivalents consist of cash. For purposes of the statement of cash flows, the
organization considers all instruments with an original maturity at date of purchase of three
months or less to be cash equivalents.
Concentration of Credit Risk:
The organizationmaintained cash and cash equivalents with a financial institution in excess of
the amount insured by the Federal Deposit lnsurance Corporation.
Accounts Receivable, Commissions and Due From Vendors:
Receivables consist of trade receivables, commissions on vending sales and amounts due from
certain suppliers. Trade accounts receivable are stated at the amount management expects to
collect from balances outstanding at year end. Based on management's assessment of the credit
history with customers having outstanding balances and current relationships with them, it has
concluded that no allowance for doubtful accounts at June 30,2016 u'd2015 is necessary. The
potential risk is limited to the amount recorded in the financial statements.
-7-
EDINBORO UNIVERSITY SER\TCES, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30,2016 and 2015
Inventory:
Inventory is reported at the lower of cost (first-in, frst-out) or market determined through the
point of sale system. The major classes of inventory are new and used books and supplies.
Prepaid Expenses:
Prepaid expenses consist primarily of prepaid premiums on various insurance policies and
software maintenance contracts.
Property and Equipment:
Properly and equipment are recorded at cost. Depreciation is computed using the straight-line
method over the estimated useful lives of the related assets.
Accounts Payable and Accrued Expenses:
Accounts payable consists of trade payables. Accrued expenses consist principally of payroll tax
withholdings, accrued payroll and benefits, and compensated absences.
Income Taxes:
The organizationhas received a federal income tax exemption under 501(c)(3) of the Internal
Revenue Code. As such, no provision for income taxes is reflected in the accompanying
financial statements.
Impairment of Long-Lived Assets:
Long-lived assets held and used by the orgarrtzation are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. Assets to be disposed of are reported at the lower of the carrying amount or the fair
value less costs to sell.
Advertising:
The organizationexpenses the production costs of advertising as incurred. Advertising expense
for the years ended Jtme 30, 2016 and2015 totaled $4,835 and $1,892, respectively.
-8-
EDINBORO UNIVERSITY SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30,2016 and 2015
NOTE A _ SUMMARY OF' SIGNIF'ICANT ACCOUNTING POLICIES (CONTINUED)
Use of Estimates:
The preparation of financial statements in accordance with accounting principles generally
accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts
revenue and expenses during the reporting period. Actual results may differ from those
estimates.
of
Subsequent Events:
Management evaluated all activity of the orgaruzation through August 2,2016,the date the
financial statements were available to be issued, and concluded that no subsequent events have
occurred that would require recognition or disclosure in the financial statements or notes.
NOTE B
- PROPERTY
AND EOTIIPMENT
Property and equipment are stated at cost and depreciation is calculated on the straight-line
method, based on the estimated useful lives of the related property and equipment. Assets with
an economic useful life of greater than one year and not acquired for resale are capitalized.
Buildings are depreciated over 30 years and equipment and fixtures over 5 years.
Properly and equipment is comprised of the following at June 30:
2016
$ 123,000 $ 123,000
931,203 931,203
782,119 771,559
1,936,322 1,925,762
depreciation
r,147,010 1,102,925
pROpERTy
g 722,937
NET
AND EQUIPMENT $ 689,312
Land
Buildings
Equipment and fixtures.
Less accumulated
20ts
-9-
EDINBORO TINIVERSITY SERYICES, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016 and2015
NOTE C _ RELATED PARTY TRANSACTIONS AND PHILANTHROPIC ACTIVITIES
The organization makes annual contributions to University related activities, which represents a
portion of the organtzation's net income that is retumed to the cErmpus community in the form of
contributions to various activities and programs.
Amounts contributed by the orgarrization to University related activities were as follows for the
years ended June 30:
20t5
2016
University Services, Inc. Academic Achievers Awards
General campus contributions (University)
Student Hardship Grant (fJniversity)
Student Government Association contributions
Homecoming donations
Porreco Promise endowment
Other
TOTALS
$
60,000
1 15,010
200,000
17,000
10,000
30,000
1,913
_$__13w3_
$
60,000
95,900
200,000
17,000
0
30,000
1,769
404,569
The University provides direct support service (utilities, maintenance, etc.) to the facilities owned
by both the University and the organization. These costs approximated the amount of
philanthropic activities and totaled $233,823 for 2016 and $204,5 69 for 2015.
NOTED_RETIREMENTPLAN
All
permanent employees of the organization are covered under a cost-sharing multiple-employer
defined benefit retirement plan operated by the Pennsylvania State Employee's Retirement
System (System). Generally, benefits vest after five years of credited service. The System's
funding policy, as set by the System's Board, provides for periodic active participant
contributions at statutory rates. The System's funding policy also provides for periodic employer
contributions at actuarially determined rates, expressed as a percentage of annual covered payroll,
such that they, along with employee contributions and an actuarially determined rate of
investment return are adequate to accumulate assets to pay benefits when due. The organization
recorded $110,124 and $81,401 in retirement plan expenses for the years ended June 30, 2016
and 20I 5, respectively.
-10-
EDINBORO UNIVERSITY SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016 and2015
NOTE E
,
i
i
-
OPERATING LEASES
The organizationleases office equipment under operating lease agreements expiring at various
dates through 2021. Rental expense charged to operations totaled $30,977 and $24,817 for 2016
and2015,respectively. Following is a sunmary of future minimum lease payments under
operating leases that have initial or remaining noncancellable terms in exciss of one year as of
lune 30,2016:
Year ending
,
i
'
\
2017
20t8
20lg
$
2o2o
2021
TOTAL: $
28,474
24,442
24,442
rg,572
963
96S%
NOTE F _ CONCENTRATIONS
,
The organization operates entirely in and around Edinboro, Pennsylvania and is entirely
dependent on the students enrolled at the University. The organizationwould experience a
severe negative financial impact if enrollment declined dramatically.
-11-
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13o.
CO3'ftAOH
53 H*versber
PI"EAS
Ter*,
L*63
* og -.1i{q$aPosAtro},;
te Hits thie a0 day *f
September , 1963, a* *pp3l*stioa
fr:r a tlhereer *c?d *ke &rci.*Ies of lnc+rp*reaisa for rhe EDIB.IEOE0 $?ATS CCttE*E
$?3SgtE? SH3VICtrS,
Iil.}., ***ex lire "Son Fr*f,it
1?33, tll; *r**ndael, h*ving b**n presc:?ted
C*i:raty, :****:ilpa*ie1 by
for
Corporaticrg Lawrl, approvsd l:ay 5,
approval. rn
re, a Judge of, ehe s*id
grrof cf th* p:rbl1*atiea of *he notice erf such apptieeti.cn
e*d e SercS.ficaae f,r.rs ehe *epartg:e*L;f $tate ehor*ing regisrrati*ra *f €he proposed
c*rp*r*t,e raar* as reqarir*;3
eliarrg.ae,d
tavxwrwr:a3-x?a
3,
and requir*i;rerrs
cf iha Ast *f the,lenaretr
aad
of
the
approved
.':;* ti:a purf*se* o€ aha pr'*p*sed cr:rp*ratilrx
appeer
*;:i:..*,; ir..!*:iaus r. th.* t*zar]":,3y.i-ty.
3T .:S trIBAEFilf"g $ElEfi.lrrt
.+,i]f! IiEf;EESr3
thst tbe Articl*e of Incorp$qstien af
EIIZHB*B.CI S?*'TE SOLLE*E ST'-eEl:? SE-?-trrlcg! tr1iC.?
app::*ved, an*
:hal :;r;:- ri:e :,::cr..!ing
sribseri"here
hleret*
ieec*rparaLe
i*
a::d E*eLt
dse,C a::C La,"s
X?;e., r.litialr sha3"1
all th*
Asaeably
ot Fenng}'lvania k::r:un as the il}]*n Pf*fit C*rpor.seio*.taw't,
L*33? as erendec, : -
tr.r be iar.;faL
tla*
3 d* hrraby e*rtify tha: X h*ve perusad
th* ssid ir;struee*es axd I finri tlze aaare t* be ia the pfsper f*rrn a*d
uithiri the pr*uisions
itray
b3r Lae,r"
*1. t1'*
saJ.,-i
ben arrd tll.re ear:€
-irrti;las
sr*,
hereby
*nC Cl:{s Or*errthe
*ssoci*t*s a*d.succassore si1s1l b* a boCy oolitie
\y Lh* n*:a* *f
exisl p*rpetually
Eil3l'lB,]?O S?A?E COLLECS S36OE3{? $ER1.IICgS,
az:d shal:. !:e invested
psl?e:isr privl}.:lgas aad.l::a*chise,:
wfth a:rd ha$e and
eaJoy
in*ldant rc e ao:t profit e,:rporation and
bc aubje*i to all ttre duties, raquire&enls a*d Eestrictlons speciff.ed and *njeyed
in
and by
lhc
"?den
Frofr.t Ccrp*racisn Law" arad all sth*r applic*bl*
Laqrs
i.n this
Cormntoealth.
I.II?HEES ?.ry 3{A*S A?{E ?}rE SEAL 0S
T}m SAID
CC{.ffi"g.
Evans
in the Offlee *f the
*t beeda ia the frounEy *f, Eele
im ftrartas **0k
, Bage
WI?}:ESS }'aY {iAHB *.};} SEAL Sf *F'FICE ?AIS
Judge
Re*arded
Recorder
DAY
OF
,
z*63.
ARTICTSS OT
E&
iT
E,HCORPOBATIOBI
Sk{fi#H, e?sar eke *e*4*cetgned,
a* teaea thre*
are r**ideer** of thc 0swanweetrSh *f Feansy3.ve*i.a
$miead $faflce, *L3.
{,*ga&heE
fcs
$erv*.cee,
*f
xho:a
*kre pur*sse
Ia*,,
aS wh*m
asrd ciEi"aeas
*re *f fut 3. *ge, having
aea*e
of, flbe
iatr*d themeel"vca
*f *r6ca*zirag Sdinb*re Stage Co3.}.ege Sftlde*t
and beiag d*gi.r*uc *f, bcc*mi"ag iaeerp*rar*$ f.m aee*rda*e*
wiflh etre pr*:r{si*'?s a*d r*gu{r*aner,tts of Ck* AaL of eha Seaer*l A*eea*}.y
ef th*
**sffi*as?*a}tia
*f
FcxaeyS.venie ?cc*wu
as th* *'td*:rprofia Corp€:raeion
L&?'i, appraved }*f*y 5, 1.933r *s *sreradad, d* hereby dee?.*re, sel fsreh
e{rd
eertify aa f*ll+we:
3".
?3:aL flhe neme a:f Eta* corp*seal$&
$tr:**arL $ervlces, T,*rc,, arzd eh*e
S€p*rE?aer?.t.
a*id
of, Sfare r*$.*h,ta *ix eroaths
ie Edieb*xe Sta8e eeltege
*axa* has beeix
of
*}re d*re
regist*red wtth
af
eke* appS.ieeflicn
flhe
*f
thls charter.
2, ?h** rla* !s*ati*n *r:€
regi*ter*d of,fiee ia *ki.s
p.ost
*fff*e addres* erf, its iai8iaL
ls E*inbor* St*La
fl*reeax'r*a3.e?r
e*L3"e9*o Ediab*r*,
Eri"e **e.:aa*y, F*xneyS.vani*,
3.
E?r* purpo*€
regrxlaLe, *xtd *per*Ce
&r.L*gcs
*f
chc .Er,ard of Freside*ce
sf lhe
P*n*eylvaati.*
*r by reglel*Li.*pe *6 thc Eepareme*,t *g {*Aiis lrrstrucLiss:.
Such acfr,lvi&ies wsa:t€ include
pr*vidiag f*r a etuder:t
l.unch e*carttcrs axd aresek baxe i.a ra*reatian r*o,es
*upp3.y
$L*ra, for
tr doxsrlt*tLes, for
vaxding
*aehinee, for admi.nietering a sfudemf e*Livity fiiad, f,or admin{sflerlng a $eud€rrt
araian" E*get3rer wit?r aay ect,i"vi8f.es
*f, the C*rp*r*tierrr
sr
ffi*y deea: des{"rahle
*3.
-
ceteop*}.uus which Eh* Board of, Ej.reeE*rg
for studeut *+elfar*n
Lr**Luf"l,*g aLL
I
8sur.1tt8{es cq&so$ant
ldtth fhc f,oregolng and requlCIlte to
esfecEuaEe
this {o o eorporat,{.on t+hi.ch Seltq or prof{,t, lnaldenL or otherwLoe, to its membetr$.
the
and
sorxrep
4.
5.
1'he ternn
of lto
That the
&&mes ams{ mddreoses oE
Ex{st,ence Lo perpeLuol.
the {neorporatore ere:
llryryg
Addreee
thourse R. &'{$.&}.er
Vaughn S. I{erhe}.
Wi}.l.J,elrr A. tlornell
Harry Barl&cy
.Ismeg lfurrtson
&dlnboro, Pennoylvanio
&"
who
Sd{nhoron FennaylvanLa
&dlnboro, Pennaytvenla
Sd{nboro, Fennoylvanla
Edl.nboro, Sennoylvanle
Thet the foll,owing er&"nenres end eddreeaee
of the peroonr
are g9 mct cE dlrectore umt{L thc e[ectlon of the{r Bueees$or&:
.Serye
Addreos
Thomao R. $$.tLer
Vaughn E. ?lerhel
wtl['{,ern A. eornelt.
$dtnboro r. P*nncylvenlo
&d{nboro, Pennoylvanto
Edtnboro, Pennoylvcnte
Edlnboto, Fennsylventa
fidinboro, PeunoyLvcn{a
Herry Earlley
Jomcs tr{arrlson
*'\'.J
7. Ttt*t thle
";Sn
r
,*..*. -.*-;-
corporatlon l,s orgonlaed upo& a noneSoek bael.a.
.',,../
F
(sEAr)
/,.r!r"*"^,q4!.
(sEALl.
.l"n
t_-
)
:.5::::($sat)
CO}il'SONWEA},?TI
(sEAr)
OF PSNNSYLVAI{IA
I
cot'l{TY 0s' Efi,[u
SSi
I$efore me, & Notary Publ{e
personal}y {tppe&reO \7U",lIro"'
?.
J Arxrr /-/av-r'tlorlt
three of tbs above
the fCIre8olng
Rorned
{netruilnent,
in
A' e "'-n"ll,
lncorporotore,
to bs thelr act
opectfied.
and
for the sald &eetc and county,
fo .Xhn /i. /e-Sa) dn"l
ln due form of Los scknowledged
and deed for the purpotes thereln
who
f\
(.
WITNES$ my
hand and
i
of office the I tr
--rd')
t
at-1,^;.t*
day of ,fe rr
*.0,1
1963.
-^y4
C,u*e-e* [grm*t*
sffi t'--l
Filed
8376
this;--daY
sEc, 3 ? tc l.J3
ol'
19
Commonweal th of PennsYlva lti;r
f)cpartment of State
83
(l-int,for numbering)
lrticlrs ol
Anudnanl0omilic tlrll;rolit
Crnrrti$
lnL9\
COMMONWI-AI,'I'H OF PENNSYI,VANIA
DEI'ART|\,IEN'T OT' STATE
coRl,ott,{TloN IIUREAU
Secretarv of the Commonweltlth
I
(Box for Certilication)
lrr compliance with the requirements of l5 Pir. S. $79OS (relating tq articlcs ol amendmenl). the undcr
srgnerl'norrpiofit corporation, desiring to amend it$ Articles, does hereby certiS that:
I
The name ol the corporation is;
Edtnboroq-?,.r!o. ?ri!?onu
Rf,;,-!cnt' Rahiiit,o:,
'[n,"
.
i. 't't,,'
a66rt.ss of irs registered ofiice in rhis Commonwealth is (the DepartmL'nt of state is hereby iluthoriz(d
to corr(,ct rht' Ibllowing statement to contbrm to thc records of the Dcpartment.t:
Edinboro Universitv
of
Pennsylvania
Edinboro
ll,
Thr.' statrrte by or under which
15&7001
4. Thr, dirte
i
PorrrsYlvani
a
L6444
it was incorporated is:
et.seq.
of its incorporation
September
(Chcck. and if appropriate, complete one of the following);
E
n
The amendment shall be effective upon filing these Articles of Amendment in the Depa(ment
ol'Statc.
The amendment shall be effectivc on:
(DAIE}
q
7
(Check one of the following):
l5
tr
The amendmenr was adopted by thr: members pursuant to
tr
The amendmenr was adopted by the troard of directors pursuant to
Pa. S, $7904(a).
Thr: lrmenclment adopted by the corporation. set forth rn full. is as follows:
l5
Pa. S. $7904(b).
.
8376
OSCB t3-7905 (Rav. fi-72)-2
IN l ES INlONl \l:llEREOF, rhe undcrsigned corporation hus causcd these Articles'of Amcndment
ht' signcd llt' a duly authorizcd oflict'r und its corporatc seal, dulv attestcd bv anothcr such officer. to
December
13rh
hereuntt,l al fi xt'd t his
dav of
, l ejg_.
dinboro
84
tq
llc
By:
.Secnetat"r'
ITIILT
SECRETAFY A9-SISTANT S€CREIARY ETC
I
{CORPORATE SEAT)
INSTRUCTIONS FOR COI\{Ptr.ETION OF T6N I.
A. Any necessary copir-,s of Form
DSCB:
t7.2 rConscnt to Appropriirtion ol'n-amc) or Form DSCIi;17:'i
(Consent to Use of $,imilar Nante) shall a,:cornpany Articles ol'Amcndnrent cffecting a changc of'namt'.
B.
C.
Any necessary go'vijrnmental approvals shall accompan-v this form.
II' the action wari eruthorizcd bv a bodv other than the board of directors Paragraph 6 should bt' modilied
.rccordingly.
D. l5 Pa S. $7906(c) requires thet the c(lrporation shall
advertise its intentior| to file or the filing of Arti(lt's
of Amendment. Prools of publicatiou of such advcrrising should not be dclivered to the Departnrt'nt. ,.
but should be liled with the minuteli of the corporatiotr.
,n' !d,1u
:'-
:
tltlr\
1!\ !5
^'i1
lZ
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"'-'
ci7 i,\ l,'
_ ,...r\\:\
1l:,
I)u
,(,
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\
')c,.qRD 4
eE
r^lJ .*4 rr,t v c es
,""tt
8376
.lulv
BI-r
'19, 1983
Pnqe 2
l-lool Eoomtorc polieins unri Jroecrlrrrrrs. Alsr: rliserrssed was Mr. Gravesr produetivitvr
job cllactivencss nnd eRpabil ities.
l)at't'ow Alrrtrtrnettts: l')r. Strnusbnrrglr alrd VIrs..Iolrnsorr will be rneeting with the
lTr;ITs eoLrtoniTn,{-Tile rcnewal ol thcir ernployment eontraet. Thev witt report
thc outeo'ne to thc Roard at tlre nc.xt rneeting.
i:0N'l'tl,ACl' s'tA ttrs
Mrs. 'Iohnson reported Mr. i4iller's verbal nssrrrlrnee of his eooperation townrds a smooth
trnnsition lrorn his serviees to Cantcenrs, wlrich will begin on Arrgrrst 8, lg83 and enri
rro later thnn Arrgrrst 24th.
An ineorne st;ttetnertt frorn Crrstom iVtanagernent for the Collcge t]nion Crill was subrnitterl
rlnd reviewed. Tlte Roard is still rrnsatislied with the rate o[ response on the part ot
cttsto,n For:ds itr tltis arerr. Severnl idens r,t'crc iJisr:usserl r:oir{:erning geriei.ai innprorrernent-s
in the [oor1 surviee operation in ttre LIrrir:n.
suPl)oR'r oPtlRA',n()NS
i\4is..Iohttson reported tltat ol the vendors rrpproacherl approxirnatelv ten wecl there hrts heon only one relrlv (whieh rryns one o[ non-interest) eoneerrrinq an insrrrirnee
SrlbJlaeknlles will tre aeqttired rrrrtil ;ur ovcrull sntis[aetory prrel lllrltt.
'\'l iss Ilrrgh,
scr:ontlcri trv \4r. l,el'llcr, rnr)vcr't tlrrrl'rVI r.s..lohnsort rlo whnt is neeessrrrv to
qr'-t. irnmorli;ttc e()vcrll{fe rttlrl ttlso trrl lor approval ol the Rortrd nt tlre Oetober or Novernher rneetinq. Mrs..Iohnson will, in
tlttl lnerttrtitne, eotttaet rtrt Tlre Comtnrtnwertltlr i.s willin;1 to ileccpl lwo vnns lrom SSt. The [inrrl;rroecrlgroji,rrr'
ireirrrl r:rrrried orrt t<: eornplt:te ilrc trtrnslcr of ownerslriJr.
yAr.]jf[fl Ititrllllt,
i\{r. Ilerlrcl has vcrball.y agrced to pay his outstilndine obligation to SSI rlpon reeeipt of
valid,'ltion lrorn tlte probation ofliee. Tlre valirlation is presentlv l-reing.seeurerl hV Mr.
Devirre.
NAMn
qllauclr.
ivl
r. 'lrottil,
,:a
rr iCd.
riprNBorro.
tJ
NIV Ii ITSI'I Y SIiTtVICES,
tNC.
sceottderl hv itilr. l)elletier, rnoveci tlrat "the nnrne rsttrrlent Scrviees,
IneorprtraterJt llr: eltanrlcd to'tlrlinbrlro [Jrriversity Services, Ineorporittcdr." 'flte rnotion
LqRc!_tli q[ !
"s'il.]At4 cl,EANriltr'
-
?ARtlow pr,Acrj
Mr. Long, qeeonderl l-ry Mr. Pelleticr, movocl l.lrnt ",1 rnaxirnum oI t3,000.00 will rre
all,ltterl frrr tlre prrrelrlsc ol a stearn elcrrlcr irntJ leeessor:ies for rlsc at Drryrow pl6ee.r
l'lte rnot i,)n ORrrie<].
BYLAWS OF EDINBORO U]\IIYERSITY SERIIICES, IAIC,
(A Non-Profit Corporation Organized and Existing
[Jnder and by Yirtue of the Lows of the
C o mmo nw e alt h of P ennsylv ani a)
ARTICLE I
OFFICES AI{D FISCAL YEAR
SECTION 1.01. Registered Office.' The registered office of the corporation in the
Commonwealth of Pennsylvania will be at 237 McNemey Hall, Edinboro, Pennsylvania 16444,
until otherwise established by a vote of majority of the Board of Directors in office ("the Board"),
and a statement of such change is filed in the Department of State, or rurtil changed by an appropriate
antendment of the Articles of Incorporation.
SECTIOI{ 1.02. Other Offices.
The corporation may also have offices at such other
places within or without the United States of America as the Board may from time to time appoint
or the business ofthe corporation requires.
SECTIO]V I .03. Fiscal Year.
The fiscai year of the corporation
will begin
on the 1't
day ofJuly in each year.
ARTICLE II
BOARD OF DIRECTORS
SECTIO^I 2.01. l,lumber. The Board of Directors witt consist of not less than seven
(7) nor more than eleven (11) regular directors.
SECTIOIT 2.02. Powers.
The Board wiil have fulI power to conduct, manage and
direct the business and affairs of the corporation. A1l powers of the corporation are hereby granted
to and vested in the Board.
SECTIOI{ 2.03" Qualification and Selection
several directors
will
Qualifications of classes of the
be as follows:
Class I - One member of the Councii of Trustees will be appointed by the Chairperson
of the Council of Trustees of Edinboro University of Pennsylvania by notification in writing to the
Secretary of the Corporation.
-1-
less than Four (4) nor more than seven (7) members who will be non
employees of Edinboro University of Pennsylvania will be nominated and approved by the Board
of Directors by notification in writing to the Secretary of the Corporation.
Class
II - Not
Class IiI - Two (2) members will be appointed by the President of the Student
Government Association of Edinboro University of Pennsylvania by notification in writing to the
metnbers so appointed and to the Secretary of the Corporation.
SECTIOI\I 2.04. Terms. The terms of all Directors will be for one (1) year, or until
their successors quality. Directors may succeed themseives.
SECTION 2.05. Organization. Ai every meeting of the Board, the President, or in
case of the absence of the President, one of the following offrcers present in the following order:
Vice-President, Secretary and Treasurer in their order of rank and seniority, or a chairman chosen
by a majority of the directors present, will preside, and the secretary, or in his/her absence, any
person appointed by the chairman of the meeting, will act as Secretary.
SECTIOI{ 2.06. Resignations. Any director of the .o*orurron
may resign at any
time by giving written notice to the President or the Secretary of the corporation. Such resignation
will take effect at the date of the receipt of such notice or at any later time specified therein and,
unless otherwise specified therein, the acceptance of such resignation will not be necessary to make
it effective.
SECTIOI\I 2.07. Vacancies.
The Board may declare vacant the office of a director
if he or she is declared of unsound mind by an order of court, or convicted of a felony, or for any
other proper cause, or if within sixth (60) days after notice of hisftrer selection, he or she does not
accept such office either in writing or by attending a meeting of the Board.
Any vacancy or vacancies in the Board because of death, resignation, removal in any
manner, disqualification, an increase in the number of directors, or any other cause, ffiaY be fiiled
by a majority of the remaining members of the Board though less than a quomm, at any regular or
special meeting. Each person so elected will be a director to serve for the balance of the unexpired
term.
SECTIOI\I 2. 08. Place of Meetine. Meetings ofthe Board may be held at such place
as the Board may
from time to time appoint, or as may be designated in the notice of the meeting.
SECTION 2.09. Regular Meetings.
Regularmeetings of the Board will be held at
such time and place as will be designated from time to time by the President of the Corporation. If
the date fixed for any such regular meeting be a legal holiday iurder the laws of the State where such
meeting is to be held, then the same will be held on the next succeeding business day, not a Saturday,
or at such other time as may be determined by the President of the Corporation. At such meetings,
-2-
the Board will transact such business as may properly be brought before the meeting.
SECTIOI{
10.
2Special Meetings. Special meetings of the Board will be held
whenever called by the President or by two or more of the directors. Notice
of each meeting will be
given to each director by telephone or in writing at least twenty-four (24)
hours (in the case If notice
by teiephone or facsimile) or five (5) days (in the case of noiice by mail) befoie
the time at which
the meeting is to be heid. Every such notice will state the time ur,i ptu".
of the meeting.
Notice of any meeting of the Board during any emergency resulting from
warlike damage or an attack on the United States or any nuclear or atomic disaster will be givar only
to such of the directors as it may be feasibie to reach at the time and by such means as may be
feasible at the time, including publication or radio. To the extent required to constitute a quorum
at any meeting of the Board during such an emergency, the officeri of the corporation who
are
present will be deemed, in order of rank and within the same rank
in order of seniority, director for
such meeting.
I.
SECTION 2.1
Quorum, Manner of Acting and Adjournment. Except as
otherwise provided in Section 2.09 of this Article, a majority of the directois in
office will be present
at each meeting in order to constitute a quorum for the transaction of business.
Every director will
be entitled to one vote. Except as otherwise specified in the articles or by these
bylaws or provided
by statute, the acts of a majority of the directors present at a meeting at which a quorum present
ii
will be the acts of the Board. ln the absence of a quorum a majority of the directors present and
voting may adjoum the meeting from time to time until a quomm is present. The directors will act
only as a board and the individual directors will have ro po*", * r.r"h except that any action whieh
rnal'be taken at a meeting of the Board may be taken without a meeting, if a consent or consents in
writing setting forth the action so taken wiil be signed by all of the directors in office and will be
filed with the secretary of the corporation.
SECTIOI\I
2.I2.
Executive and Other Committees. The Board may, by
resolution adopted by a majority of the directors in office, establish an Executive Committee and one
or more other committees, each committee to consist of two or mbre directors of the corporation.
Tire Board may designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In the absence or
disqualification of a member, and the alternate or alternates, if any, designated for such members,
or any committee, the member or members thereofpresent at any meeting and not
disqualified from
voting, whether or not he or she or they constitute a quomm, may unanimously appoint another
director to act at the meeting in the place of *y rrr.h absent or disqualified member. Each
committee of the Board will serve at the pleaswe of the Board.
The Executive committee will have and exercise all of the powers and
authority of the Board in the management of the business and affairs
of the corporation, except that
the Executive Committee will not have any power or authority
as to the following:
-3-
(1) The filing of vacancies in the Board.
(2) The adoption, amendment or repeal of the
bylaws.
(3) The amendment or repear of any resolution
of the Board.
pursuanttoresorurio,Jh"t;ffi
i:'",xlff ,3,'#*::Lyffi ;1.r*:::,il:,:.ffi
these bylaws or the Nonprofit corporation
Law
Tll#l;
of 1988 in the Board as such, by any other committee
of the Board may make ,""o*-.rrdations to the Board
or Executive commiuee concerning the
exercise of such powers and authority.
The establishment of any committee of the Board
and the deiegation thereto
of power and authority will not alone relieve
any diiector of his fiduciary duty to the corporation.
designatedtoreplace""#:l!!x,':::1",iil'J:H,L:ffi
a quorum
::ffi [i:
*Tffl :1",11ffi ffi
for the transaction of business.-and acts of a majoriry
of the directors in office designated
to a committee or their repracements will
be the acts of tir" committee.
"[Tf
Each committee will keep regular minutes of rwv
and report such
"4 its proceedings
r^vvvvu,
proceedings periodically to the Board.
Section 2.08,2.a9, and2.10 will be applicable
to committees of the Board.
SECTI)I{ 2' 13" Interested
Directors or officers; euorum. No contract or
transaction between the corporation and
one or more of its directors or officers or between the
corporation and any other corporation,
parlnership, association or other organlzatlon in which
one
or more of its directors or officers are
directorc o, offi."rs, or have a frnancll interest, will
be
void
or voidable solely for such reason, or soiely because
the director or officer is present at or
participates in the meeting of the
Board which authorizes the contract or transaction,
or solely
because ofhis or their votes are co,nted
for such pr.por.., if,
(1) The material facts as to the relationship
or interest ahd as to the contract or
transaction are disclosed or are known
to the Board und th" Board in good faith authorizes the
contract or transaction by the affrrmative
votes of a majority of the disinterested directors, even
though the disinterested directors are
less than u quo**l o,
(2) The confact or tansaction is fair as
to the corporation as the time it is authorized,
approved or ratified, by the Board.
ofa quorum
section.
Common or interested directors may be counted in determining
the presence
in this
al a meeting of the Board which authorizes
a contract or transaction specified
-4-
ARTICLE
III
NOTICE - WAIVERS - MEETINGS
SECTIOII 3.01. I'lotice, Wat Constitutes.
Whenever written notice is required
to be given to any person under the provisions of the articles, these bylaws or the Nonprofit
Corporation Law of 1988, it may be given to such people, either personally or by sending a copy
thereof by first class mail, postage prepaid or by facsimile to hislher address supplied by him to the
corporation for the purpose of notice. If the notice is sent by mail or by facsimile, it will be deemed
to have been given to the person entitled thereto when deposited in the United States mail or with
a facsimile to such people. A notice of meeting will specify the place, day and hour of the meeting
and any other information required by law or these'bylaws.
When a meeting is adjourned, it will not be necessary to give any notice of
the adjourned meeting or of the business to be transacted at an adjoumed meeting, other than by
announcement at the meeting at which such adjournment is taken.
SECTION 3.02. fil'aivers and Notice.
Whenever written notice is required to be
given under the provisions of the articles, these bylaws, or the Nonprofit Corporation Law of 1988,
a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, will be deemed equivalent to the giving of such notice. Except as
otherwise required by Section 6.06 of these bylaws, neither the business to be transacted at nor the
purpose of a meeting need be specified in the waiver of notice of such meeting.
Attendance of a person at any meeting will constitute a waiver of notice of
such meeting, except where a person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting was not laufully
called or convened.
ARTICLE IV
OFFICERS
SECTIOI{ 4.01. I'{umber, Qualifications and Designation.
The offrcers of
the corporation will be a president, secretary, and treasurer and other offices as may be elected in
accordance with the provisions of Section 4.03 of this Article. The offices of the corporation will
be not less than three (3) nor more than six (6). Any number of offices may be held by the same
person. Officers may but need not be directors of the corporation. The president and secretary will
be natr,ral persons of fult age; the treasurer may be a corporation, but if a natural person will be of
full
age.
SECTION 4.02. Election and Term of Office.
The officers of the corporation,
except those elected by delegated authority pursuant to Section 4.03 of this Article, will be elected
-5-
annually by the Board and each such officer will hold his office until the next annual organization
meeting of the Board and until his successor will have been elected and qualified, or until his earlier
death, resignation or removal.
SECTIO^I 4.03. Subordinate Officers, Committees and Agents.
The Board
rnay from time to time elect other officers and appoint such committees, employees or other agents
as the business of the corporation may require, including one or more assistant secretaries, and one
or more assistant treasurers, each of whom will hold office for such period, have such authority, and
perform such duties as are provided in these bylaws, or as the Board may from time to time
determine. The Board may delegate to any officer or committee the power to elect subordinate
officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe
the authority and duties of such subordinate officeis, committees, employees or other agents.
SECTIOAI 4.04. Resignotions. Any officer or agent may resign at any time by giving
written notice to the Board, br to the president or the secretary of the corporation. Arry such
resignation will take effect at the date of the receipt of such notice or at any later time specified
therein and, unless otherwise specified therein, the acceptance of such resignation will not be
necessary to make it effective.
SECTION 4.05. Removal. Any offrcer, committee, employee or other agent of the
corporation may be temoved, either for or without cause, by the Board or other authority which
elected, retained or appointed such officer, committee or other agent whenever in the judgment of
such authorif the best interests of the corporation wiil be served thereby, but such removal will be
without prejudice to the contract rights of any person so removed.
SECTIOI'{ 4.06. Vacancies. A vacancy in any office because of death, resignation,
rentoval, disqualification, or any other cause, will be fitled by the Board by the officer or committee
to which the power to fiIl such office has been delegated pursuant to Section 4.03 of this Article, as
the case may be, and if the office is one for which these bylaws prescribe a term, will be filled for
the unexpired portion of the term.
SECTION 4.07. General Powers.
A11 officers of the corporation, as between
themselves and the corporation, will respectively have such authority and perform such duties in the
management of the property and affairs of the corporation as may be determined by resolutions or
orders of the Board, or, in the absence of contolling provisions in resolutions or orders of the Board,
as may be provided in these bylaws.
SECTIOII 4.08. The President. The president witi be the chief executive offrcer of
the corporation and will have generai supervision over the activities and operations of the
corpgration, subject, however, to the control of the Board. The President will preside at all meetings
of the members of the Board, and will perform other duties as may from time to time be requested
of him by the Board. The president will sign, execute and acknowledge, in the name of the
-6-
corporation, deeds, mortgages, bonds, contracts or other instruments, authorized by the Board accept
in cases where the signing and execution thereof will be expressly delegated by the Board, or by
these bylaws, to some other officer or agent of the corporation. In general, will perform all duties
incident to the office of president, and other duties as from time to time may be assigned to him by
the Board.
SECTION 4.0g. The Secretory. The secretary or an assistant secretary will attend
ail meetings of the Board and will record all the votes of the directors and the minutes of the
meetings of the Board and of the committees of the Board in a book or books to be kept for that
purpose; will see that notices are given and records and reports properly kept and fi1ed by the
corporation as required by law; shall be the custodian of the seal of the corporation and see that it
is affixed to all documents to be executed on behalf of the corporation under its seal. ln general, will
perform all duties incident to the office of secretary, and other duties as may from time to time be
assigned to himftrer by the Board, the chairman or the president.
SECTIO]t{ 4.10. Treasurer. The treasurer or an assistant treasurer will have or
provide for the custody of the funds or other properly of the corporation and will keep a separate
bank account of the same to his/her credit as treasurer; will collect and receive or provide for the
collection and receipt of moneys earned by or in any manner due to or received by the corporation;
will deposit all funds in his/her custody as treasurer in such balks or other places of deposit as the
Board may from time to time designate; will, whenever so required by the Board, render an account
showing his transactions as teasurer, and the financial condition of the corporation; and, in general,
will discharge other duties as may from time to time be assigned to him/her by the Board or the
President.
ARTICLE V
LIMITATION OF PERSONAL LIABILITY OF DIRECTORS;
INDEMIYIFICATION OF DIRECTORS, OFFICENS AND OTHER
AATH O KIZE D RE PRE S E NTATIW S
SECTIOI{ 5.01. Limitation of Personal Liability of Directors. A director
of the corporation will not be personally liable for monetary damages as such for any action taken,
or any failure to take any action, unless:
(a) the director has breached or failed to perform the duties of his or her offrce
defined in Section 5.02 below; and
as
(b) the breach or failure to perform constitutes self deaiing, wiltful misconduct or
recklessness.
The provisions of this Section will not apply to (a) the responsibility or
liability of a director pursuant to any criminal statute, or (b) the liability of a director for the payment
-7-
of taxes pursuant to local, state or federal law.
SECTI)N 5.02. standard of care and Justifiable Reliance.
(A) A director of the corporation will stand in a fiduciary relationship
to the
corporation' and will perform his or her duties as a director,
including tris or her duties as a member
of any committee of the Board upon which he or she *uy
,.*., in good faith, in a manner he or she
reasonably believes to be in the best interests of the corporation,
and with such care, including
reasonable inquiry, skill and diligence, as a person of
ordinary prudence would use ,nder similar
circumstances' In performing his or her duties, a director
will be entitled to rely in good faith on
information, opinions, reports or statements, including financial
statements and other financial d.at4
in each case prepared or presented by any of the folJwing:
(i) One or more officers or employees of the corporation whom the
director
t'easonably believes to be reliable and competent in
the matters presented;
directorreasonabryr.{:1":?ffi:'Iffffifi::H1il:"?:::X"r"r.':.,:[#*Tiffi;.H[]r.
(iii) A committee of the Board upon which he or she does not serve, duly
designated in accordance with law, as to the matters
within its designated authority, which
committees the director reasonably believes to merit confidence.
A director will not be considered to be acting in good faith if he or she
has knowiedge concerning the matter in question that would
cause his or her reliance to be
unwarranted.
(B) In discharging the duties of their respective positions,
the Board, committees of
the Board and individual director may, in considering
the best interests of the corporation, consider
the effects of any action upon employees, upon persons
with whom the corporation has business and
other relations and upon communities which thi offices
or other estabiishments of or related to the
corporation are located., and ali other pertinent factors.
The consideration of those factors will not
constitute'a violation of subsection (A) of this Section.
(C) Absent breach of fiduciary duty, lack of good faith or
self-dealing, actions taken
as a director or any failure ts take any action *itt
u. preJumed to be in the best interests
of the
corporation.
SECTION
5.03.
in
Indemnification
Third
Proceedings. The
corporation will indemnify any person who was
or is a party or is threaiened to be made a parfy to
any
pending or completed action, suit or proceeding, whether civil,
.threatened,
criminal,
administrative or investigative (othei than an action
by or in the right of the corporation) by reason
of the fact that he or she is or was a representative of
the corporation, or is or was serving at the
-8-
Pare
request of the corporation as a representative of another corporation, parhership, joint venture, trust
or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him/her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawfrrl. The termination of
any action, suit or proceeding by judgement, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, will not have itself create a presumption that the person did not act in
good faith and in a marlner which he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his or her conduct was unlawfirl.
SECTION 5.04. Indemnification in Derivative Actions.
The corporation will
indemnify any person who was or is a party or is threatened to be made a parry to any threatened,
pending or completed action or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he or she is or was a representative of the corporation, or is or was
serving at the request of the corporation as a representative of another corporafion, parbrership, joint
venture, trust or other enterprise against expenses (including attomey's fees) actually and reasonably
incurred in corurection with the defense or settiement of such action or suit i.f he or she acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and accept that no indemnihcation will be made in respect of any claim, issue or
matter as to which such person will have been adjudged to be liable for negligence or misconduct
in the performance of his or her duty to the corporation unless and on-ly to the extent that the Court
of Common Pleas of Philadelphia County of the court in which such action or suit was brought wiil
determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, such people is fairly and reasonably entitled to indemnity for such
expenses which the Court of Common Pleas or other court will deem proper.
SECTIOI{ 5.05. Mandatory Indemnification
Notwithstanding any contrary
provision of the articles or these bylaws, to the extent that a representative of the corporation has
been successful on the merits or otherwise in defense of any. action, suit or proceeding referred to
in either Section 5.03 or Section 5.04 above, he or she will be indemnified against expenses
(including attomey's fees) actualiy and reasonably incurred by him or her in connection therewith.
SECTIOI'I 5.06. Determinqtion of Entitlement to Indemnification Unless
ordered by a court, any indemnification under Section 5.03 or 5.04 above will be made by the
corporation only as authorized in the specific case upon determination that indemnification of the
representative is proper in the circumstances because he or she has met the applicable standard of
conduct set forth in such paragraph. Such determination will be made:
,
(A) by the Board by a majority vote of a quorum consisting of directors, who were
not parties to such action, suit or proceeding; or
-9-
(B) if such a quorum is not obtainable, or, even if obtainable, a majority vote of a
quorum of disinterested directors so directs, by independent legal counsel in a written opinion.
SECTIO^I 5.07. Advancing Expenses.
Expenses incun'ed in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of the finai disposition
of such action, suit or proceeding as authorized by the Board in a specific case upon receipt of an
undertaking by or on behalf of the representative to repay such amounts unless it will ultimately be
determined that he or she is entitled to be indemnified by the corporation as authorized in Paragraphs
I through 3 above.
SECTION 5.08. Indemnification of Former Representatives.
Each such
indemnity may continue as to a person who has ceased to be a representative of the corporation and
may inure to the benefit of the heirs, executors and administrators of such people.
SECTIOLf 5.09. Insurance.
The corporation will have the power to purchase and
maintain insurance on behalf of any person who is or was a director, offrcer, employee or agent of
the corporation or is or was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against such people and incurred by such people in any capacity or arising out of
such person's status as such, whether or not the corporation would otherwise have the power to
indemnify such people against such iiability.
SECTIOI'{ 5.10. Reliance on Provisions.
Each person who will act as an
authorized representative of the corporation will be deemed to be doing so in reliance upon the rights
of indemnification provided by this Article.
ARTICLE VI
MISCELLAI,{EOUS
SECTION 6.01. Corporate Seal.
will have a corporate
seal in the
form of a'circle containing the name of the corporation. The year of incorporation and such other
details as may be approved by the Board.
The corporation
SECTION 6.02. Checks. Allchecks,notes,billsofexchangeorotherordersinwriting
will be signed by such one or more officers, agents or employees as the Board may from time to time
determine.
SECTIOIT{ 6.03. Contracts. Except as otherwise provided in these bylaws, the Board
may authorize any officer or officers, agent or agents, to enter into any contract or to execute or
deliver any instrument on behaif of the corporation, and such authority may be general or confined
to specific instances.
-
10-
SECTION 6.04. Deposits.
A11tunds of the corporation will be deposited from time
to time to the credit of the corporation in such banks, trust companies,
or other depositories as the
Iloard may approve or designate.
SECTION 6.05. Annual Report of the Board. The Board will direct the president
and treasurer to present at the annual meeting of the Board a report
showing in appropriate detail the
following:
(i) The assets and liabilities, including the trust firnds, of the corporation as of the end of the
fiscal year immediately preceding the date of the report.
(2) The principal changes in assets and liabilities including trust fimds, during
the year
immediateiy preceding the date of the report.
(3) The revenue or receipts of the corporation, both unrestricted
and restricted to particular
purposes, for the year immediateiy preceding the date of the
report, including separate d.ates with
respect to each trust fund held by or for the corporation.
(4) The expenses or disbursements of the corporation, for both general and restricted
purposes, dwing the year immediately preceding the date
of the report, includlng separate data with
t'espect to each trust firnd held by or for the corporation. The
annuai report of the Board will be filed
rvith the minutes of the annual meeting of the Board.
SECTIOI! 6.06. Amendment of By-Laws. These bytaws may be amended or
repeaied, or new bylaws may be adopted, by vote of a majority
of the Board of the corporation in
office at any regular or special meeting. Such proposed amendment, repeal or new
bylaws, or a
summary thereof' will be set forth in any notice of such meeting, whethei
regular or special.
The foregoing By-Laws, comprisingpf elsven (11) pages, were adopted as the
By-Laws of
Edinboro University Services, Inc., on J//a,/Oa
The By-Laws in efflect at present are the
same as
adopted on such dates by the Corporation.
-11-
Edinboro University Services, Inc.
2O1_1.h2..s
CORPORATE RESOLUTION
lune29,20L2
that the Board of Edinboro University Services, lnc., authorize and approve a change to
BYLAWS of Edinboro University services, lnc. to read as follows:
BE lT RESOLVED
the
SECTTON
.
2.03. Quolification and Selection. (3d paragraph)
Ctass lt- Not less than Four
(4t
memhers who wilt be non.employees of Edinboro
University of Pennsylvonio will be nominoted ond approved by the Board of Directors by notification in
writing to the Secretary of the Corporation."
This language will supplant the previous stipulation that
members" be class ll
Ha
members.
rry Gorton, President
'Not
Iess
than Four (4) nor more than (7)
'
r
D-e({,L
Corporate Officer
Edinboro University Services, Inc.
2Ot2/13..O9
CORPORATE RESOLUTION
June 25,2013
that the Board of Edinboro University Services,.lnc., authorize and approve to change
the BYLAWS of the Corporation, SECTION 2.03, to read:
BE IT RESOLVED
"Closs I - One member of the Council of Trustees will be oppointed by the Chairperson of the Council
Trustees of Edinboro University of Pennsylvanio by notification in writing to the Secretory of the
Corporation. This is an ex-officio position with non-voting rights and the Closs I member sholl not be
permitted to serve as on Officer of the Corporotion."
}-*
Quarterly Business Meeting
Friday, December 16, 2016
2:00 p.m.
Crawford Center Conference Room
AGENDA
• Roll Call
• Public Comment Period
• Old Business
Action
Minutes – Meeting held on November 9, 2016
• Welcome
Appointed - EU Student Trustee Savannah F. Anderton
• President H. Fred Walker – President’s Report to the Council of Trustees
• New Business
Executive – Action
Resolution
Posthumous Honor of the Contributions of EU Trustee Ronald A. Steele
Academic Affairs (Dr. Michael Hannan, Provost and Vice President for Academic Affairs)
Information – Academic Affairs
Academic Affairs Report
Individuals Granted Emeritus Status
Program Revisions
Bachelor of Arts in Communication Studies
Bachelor of Arts in Political Science – International Affairs concentration
Minor in Special Education
-2AGENDA – Council of Trustees
Edinboro University of Pennsylvania
December 16, 2016
Enrollment Management (Dr. William Edmonds, Vice President for Enrollment Management)
Information – Enrollment Management
Enrollment Management Report
Finance and Administration (Mr. Guilbert Brown, Vice President for Finance and Administration)
Action – Finance and Administration
President Walker recommends approval of Contracts and Purchases as reviewed
by the Council of Trustees for the period October 1-31 and November 1-30, 2016.
Resolution – Certification of Compliance with Board of Governors’ Policy 1985-04-A: University
External Financial Support
Edinboro University Alumni Association
Edinboro University Foundation, Inc.
Edinboro University Services, Inc.
Edinboro University Student Government Association
Resolution – Demolition of Chicken Coop at Porreco College (Erie campus)
Information – Finance and Administration
Finance and Administration Report
EU Financial Statements and Supplementary Information for Years Ended June 30, 2016
and 2015
Personnel transactions since October 24, 2016
Student Affairs (Dr. Mary Beth Mercatoris, Interim Dean of Students and Campus Life)
Information - Student Affairs
Student Affairs Report
University Advancement (Ms. Marilyn Goellner, Assistant Vice President for Advancement)
Information – Advancement
Advancement Report
Gifts-in-Kind received since October 24, 2016
Executive Committee/Representative Reports
Information – Advancement
PACT Executive Committee Report (Trustee Harold Shields)
Summary of December 6 conference call - PACT Executive Board and Council of Trustees
Chairs
2017 PACT Spring Conference – April 19-20, 2017
Dixon University Center
Accommodations: Harrisburg Hilton & Towers
NEXT Meeting of the EU Council of Trustees – date changed to March 22, 2017
Council of Trustees
Friday, December 16, 2016
Public Meeting 2:00 p.m.
Crawford Center Conference Room
AGENDA
• Old Business
Action
Minutes – Meeting held on November 9, 2016
Council of Trustees
Friday, December 16, 2016
Public Meeting 2:00 p.m.
Crawford Center Conference Room
AGENDA
• New Business
Executive
Action
Executive – Action
Resolution – Posthumous Honor of the Contributions of EU Trustee Ronald A. Steele
Council of Trustees
Friday, December 16, 2016
Public Meeting 2:00 p.m.
Crawford Center Conference Room
AGENDA
• New Business
Academic Affairs (Dr. Michael Hannan, Provost)
Information – Academic Affairs
Academic Affairs Report
Individuals Granted Emeritus Status
Program Revisions
Bachelor of Arts in Communication Studies
Bachelor of Arts in Political Science – International Affairs concentration
Minor in Special Education
Academic Affairs - Report
Edinboro University Council of Trustees
December 16, 2016
Accreditations and Recognitions
• During its September 20-22, 2016 meeting, the Commission on Collegiate Nursing Education (CCNE)
Board of Commissioners acted to grant accreditation to the baccalaureate degree program in nursing at
Edinboro University for 10 years effective February 22, 2016. The next on-site evaluation will occur in
the Spring of 2026.
• The Accreditation Board for Engineering and Technology (ABET) accreditation campus visit took place
on October 2-4. Positive feedback was received from the evaluation team.
• Edinboro University was named one of the Best Online Colleges in Pennsylvania for 2016-17 by
Affordable Colleges Online.
• Edinboro University was recognized for the 7th year in a row as “Military Friendly” by Victory Media.
The honor is awarded to institutions that are doing the most to embrace military students and dedicate
resources to ensure their success in the classroom and after graduation.
University Outreach and Campus Programs
• The Center for Faculty Excellence and Information Technology Services hosted a Professors Integrating
Technology (PIT) event in Ross Hall on October 26, 2016, for faculty members to learn about
technology and receive tips for integrating technology in the classroom. Topics that were covered
included: YouSeeU, Adobe Spark Video, Starfish, SMART Technology, Quality Matters and Dropbox.
• Edinboro University hosted its first Fall Internship Fair on November 1st in the Frank G. Pogue Student
Center Multipurpose Room. More than 60 employers participated in the event that was offered to all
students of all majors.
• Edinboro University hosted a Graduation Fair on November 15-16 in Frank G. Pogue Student Center for
students who are graduating in December. The fair is a one-stop-shop for pending graduates to pick-up
commencement tickets, cap and gown, tape an introduction video and complete an exit interview with
financial aid staff.
• Eight student teachers from Edinboro University traveled to Dublin, Ireland, November 19 –
December 14 as part of a study abroad program led by Slippery Rock University faculty member,
Dr. Robert Snyder.
• The 10th annual College Bowl competition was held on November 10th in the Frank G. Pogue Student
Center. Winning teams were as follows:
Undergraduate Competition:
First place:
Middle and Secondary Education and Educational Leadership
Second place:
Criminal Justice, Anthropology, and Forensic Studies
Third place:
Math and Computer Science
Fourth place:
Geosciences
Graduate Competition:
First place:
Speech, Language and Hearing
Second place:
Social Sciences
Third place:
Communication Studies
Faculty Recognition
• Professor Suzanne Proulx, Art Department, was commissioned by Febreze Air Purifiers to make
sculptures out of 40 pounds of dust – the average amount collected in a year in the average American
home. With the help of family, friends and students, Professor Proulx was able to create dust bunnies
-2Academic Affairs - Report
Edinboro University Council of Trustees
December 16, 2016
that look like actual bunnies. The finished sculptures are being displayed behind glass at Febreze
headquarters in Marlborough, Massachusetts.
•
•
•
•
•
Dr. Mary Elizabeth Meier, professor in the Art Department, was named Art Educator of the Year by the
Pennsylvania Art Education Association. Dr. Meier was honored during the association’s annual
conference on October 8.
Professor Umeme Sababu, Department Chair in the History, Politics, Languages and Cultures
Department, was invited to serve on the National Governing Board of the National Social Science
Association (NSSA). The NSSA is one of the largest interdisciplinary educational associations in the
United States, providing training for social scientists through publications, conferences and seminars.
On October 28, Dr. Mary Jo Melvin traveled with 40 Edinboro University students majoring in
Education to the Elk Valley Elementary School in Girard, PA, to provide high-quality literacy lessons to
approximately 658 students. The principal of Elk Valley sent a letter to President Walker, recognizing
Dr. Melvin’s work with the school over the past several years and complimented her commitment to
nurturing the joy of teaching and learning.
On November 10, Dr. Donald Sheehy and Dr. Robert Hass of the English and Philosophy Department
joined other scholars of the poetry of Robert Frost in a panel discussion at the Jefferson Educational
Society in Erie as part of their Global Summit VIII. The granddaughter of the late Robert Frost was also
a participant in the panel discussion. A play about the life of Frost entitled “This Verse Business” was
held in the Louis C. Cole Auditorium-Memorial Hall on November 12.
On November 29 Dr. Baher Ghosheh (Geosciences Department) and Dr. Andrew Smith
(Communication Studies Department), participated in a panel discussion about the daunting challenges
our new president faces in steering U.S. policies throughout the Middle East. The event, held in
Compton Hall, was presented by the North-Africa/West Asia Studies Committee (NAWA) of Edinboro
University. Dr. Jim Wertz (Journalism and Public Relations Department) served as moderator.
Student Recognition
• This past May, Edinboro University Honors students, Savannah Anderton and Stephanie Stevenson,
traveled to Spain as part of the annual PASSHE Summer Honors Program. The students hiked a 190mile section of the historic Camino de Santiago, the pilgrimage to the Cathedral at Santiago, where
-3Academic Affairs - Report
Edinboro University Council of Trustees
December 16, 2016
•
•
legend has it the remains of an apostle of Jesus, St. James, lie. Along the route, students participated in
classes centered around analyzing classic Spanish texts that pertained directly to the Camino.
Three Edinboro University Honors students presented at the 50th annual National Collegiate Honors
Council (NCHC) meeting in Seattle, Washington, on October 12-16. Letitia Cawley presented “The
Elements of Self-Portraiture”; Logan Erdner presented “Principles of Animation Driving Fine Art”; and
Megan Kunst presented on two traditional methods to construct a pair of 3D forensic facial
reconstructions on 3D printed human skulls.
Several Honors Scholars had the opportunity to contract a non-Honors course:
°
°
°
°
°
•
Mackenzie Bracken completed a story as a written work and is now converting it into a graphic
novel under the guidance of Professor Robert Hass.
Morgan Calahan is working with Professor Henry Lawrence on a series of scientific illustrations,
diagrams, and models on different physical elements of the ecosystem.
Erika Krasneski is working with Professor Terri White to manage and plan a “Disability
Carnival,” where students would be given various chances to experience disability.
Kathlyn Longtine is collaborating with Professor John Repp to write a full-length story in
addition to analyzing Nabakov’s Bend Sinister.
Emma Sullivan is working with Dr. Katherine Robbins-Hunt to coordinate a program to mentor
struggling student athletes and to collect and analyze data to evaluate the program’s
effectiveness.
Graduate student Stephanie Lambing presented her work entitled “Art Therapy Curriculum for Older
Adult Veterans with Mental Health and Neurological Diagnosis,” in an online seminar on December 3,
2016. Ms. Lambing discussed research supporting the curriculum, the approach, client artwork and the
group utilizing the curriculum at NAMI (The National Alliance on Mental Illness) Southwest
Washington.
Miscellaneous
• Laugh/Riot performances of “Night of the Living Dead” took place during the month of October in the
Diebold Center for the Performing Arts.
• Edinboro University’s Music Department hosted a Vocal Fall Concert on October 23 in the Louis C.
Cole Auditorium-Memorial Hall. Performers included the Edinboro University Singers, University
Chorale, selected soloists and Men’s Barbershop group.
• On October 24, Beth Zewe, Director of Continuing Education and Workforce Development. and
Ombudsperson, gave a presentation at the Erie Regional Manufacturing Partnership quarterly meeting
on the Workforce and Economic Development Network (WEDnet) and provided information about
Edinboro’s Quality Assurance Certificate program.
• The Edinboro University Clay Club hosted clay workshops October 26-27 in East Hall. Guest artist,
Joanna Powell, delivered an artist talk during an evening event.
• On November 11, Edinboro University ROTC and Veterans Success Center observed Veterans Day with
a 21-Gun Salute and Flag-Folding Ceremony. Guest speaker Sergeant 1st Class Nathaniel Wilson, a
Veteran student, spoke about the importance of family in the military and as a veteran.
• Edinboro University’s chapter of the Public Relations Student Society of America (PRSSA) won a
Silver Award in the 2016 Niagara Awards competition sponsored by the Public Relations Society of
America’s Northwestern Pennsylvania chapter. The Edinboro PRSSA chapter won in the category of
-4Academic Affairs - Report
Edinboro University Council of Trustees
December 16, 2016
“Special Events and Observances” for its sponsorship of PRSA Student Day on April 6 where students
and public relations professionals are brought together for a day of speakers, panels and networking.
• Edinboro University hosted an artist workshop and lecture by Russian-born ceramic artist Sergei Isupov
on December 1 in connection with an opening of an Erie Art Museum exhibition of the artist’s work.
Academic Affairs – Information
Edinboro University Council of Trustees
December 16, 2016
Emeritus Status Awarded – December 2016
EM ERI TUS
NAM E
Mrs. Rachael Burke
Dr. Dorothy Carlson
Dr. Tadesse Kidane-Mariam
Dr. Joseph Laythe - posthumous
Mr. Bruce Skolnick
Mr. Franz Spohn
DEPARTM ENT
Art
Nursing
Geosciences
History, Politics, Languages and Cultures
Academic Success
Art
Academic Affairs - INFORMATION
Edinboro University Council of Trustees
Friday, December 16, 2016
Program Revisions
Name of Program
Code
Description of Revisions/Reasons
N=new
R=Revision
M=Moratorium
1
2
Bachelor of Arts in Communication Studies
(UWCC approved 11-2-16; Pending Senate
approval 12-5-16)
Bachelor of Arts in Political Science –
International Affairs Concentration
R
The “C” or better requirement in English Skills courses will be dropped and “D” grade
courses will not count in the major but can be used as general education electives and
free electives.
R
This program is being revised to reflect the evolving nature of course offerings at
Edinboro University. MATH 260 (Elements of Statistics) changes to its new course
prefix/number, STAT 260; name of Section III in program requirements changes from
“Thematic Courses” to “International Relations”; changing name of Section IV from
“Regional Studies” to “Comparative and Thematic Studies”; GEOG 332 (Political
Geography) is moved from Section III of program requirements to Section IV; in
Section IV the list of available course options is expanded.
The revision for this minor replaces SPED 350 (Language and Literacy Skills for
Students with Disabilities) with SPED 335 (Positive Behavior Supports in Secondary
Settings). SPED 335 addresses classroom approaches for managing behaviors in
inclusive and special education settings. The additional preparation for students
pursuing this minor will better prepare them, as future teachers, to meet the academic,
behavioral, and social needs of students with exceptionalities.
(UWCC approved 11/30/16; Pending Senate
approval 12-5-16)
3
Minor in Special Education
(UWCC approved 11/30/16; Pending Senate
approval 12-5-16)
c:
R
Office of Admissions
Office of Financial Aid
Office of Institutional Research
Office of the Registrar
1
Council of Trustees
Friday, December 16, 2016
Public Meeting 2:00 p.m.
Crawford Center Conference Room
AGENDA
Enrollment Management (Dr. William Edmonds, Vice President for Enrollment Management)
Information – Enrollment Management
Enrollment Management Report
Enrollment Management – Report
Edinboro University Council of Trustees
December 16, 2016
ADMISSIONS
• Promoting EU by sending an e-card (e-mail) to inquiry pool, applicants, and student search names,
the message was have a Happy Thanksgiving. We also, provided links for calls to action, as well
as providing links for additional information.
• Publications Quantity List – Created a document for the number of print publications needed for
this year and to make adjustments as needed for next year.
• Porreco - Assistant Director of Admissions will be on the Porreco campus two mornings each
week, Monday and Tuesday from 8:00 AM to 12:00 noon to cover in the absence of the
Admissions and Financial Aid staff member.
• Spring 2017 Tartan Transfer Days 10:00 a.m. – 12:00 Noon and 1:00 – 3:00 p.m.
O Friday, January 27, 2017, Monday, February 13, 2017, Tuesday, March 21, 2017,
Thursday, April 13, 2017, and Thursday, May 4, 2017
• Tartan Transfer Days – Working with Marketing to have the dates and times placed on the website
and registration form active.
• Implemented and fully utilizing the approved admission criteria.
FINANCIAL AID EVENTS FOR FALL 2016
• Good News
o PHEAA Audit – On November 15-16, a representative from PHEAA was on campus to
perform an audit of 2015/16 state programs. There were no audit findings.
o Held on November 8 a FAFSA information session on the Porreco campus for the Trade
Act students. Nine (9) students were in attendance. The session helped alleviate the stress of
students needing to complete the FAFSA and clear any misunderstandings of what is
needed for the income adjustments paperwork.
o November 15 - Financial Aid Director spoke to GRAD students who are getting ready to
graduate or just needed extra information on loan repayments and exit counseling.
Approximately 20 students were in attendance.
• Initiatives
o Awarding for 2017/18 will begin mid-late January. Working with ITS to set up Banner and
get ready for the new awarding year. If we do not encounter any challenges with set up,
awarding for new students will begin in January and returning students shortly after that in
March or sooner.
• Ongoing projects
o Office efficiency and improvements to processes.
o Streamlining lender list on website- working with Great Lakes to compile a streamlined list
of lenders that provide private loans to our students. The purpose is to have a
comprehensive database of lenders we work with and the services provided by each. This
will alleviate the frustration of students searching the internet for private loan lenders who
meet their funding needs.
• Terms and Conditions
o Terms and Conditions will be placed in Banner for students to read and accept. We
received an approved template from PASSHE to be used for this purpose. The terms and
conditions describe financial terms, financial aid terms, and billing agreements. The form is
“housed” in the financial aid module, but will contain the information relating to payments
as well. The purpose is the inform our students of things regarding to bill payments and
financial aid to help them be more successful at EU and to alleviate some stress of students
-2Enrollment Management – Report
Edinboro University Council of Trustees
December 16, 2016
who feel they have not been informed of the billing, payment, and financial aid processes.
Students will view this information through their Scots account and will check a box stating
they have read the information. A process will be run to load the information into Banner.
o Porreco - a representative from the financial aid office will be on the Porreco campus two
afternoons each week, Wednesday and Thursdays from 1-4:30 p.m. to cover in the absence
of the financial aid representative.
MARKETING AND PRINT PUBLICATIONS
• Launched new email blasts for Graduate Studies, promoting Art Therapy and various
Education programs.
• Created Happy Thanksgiving email to large student database to stay in contact and drive
awareness.
• Conducted research on EU website Search Engine Optimization in an effort to select a program
and implement before the end of 2016.
• Based on results, revised movie theater digital retargeting plan to include all video ads, and no
banner ads.
• Expanded Transfer Student campaign with social media and geofencing. Email blast is also in
the works once the new CRM is in place.
• Created large EU ad in Erie Times News Thanksgiving edition to capture one of largest
readership days of the year.
• Finalized renewed sponsorship with Erie Bayhawks, giving EU higher ed exclusivity on arena
scoreboard with rotating digital messages.
• Pushed forward on production of Porreco College View Book.
• Began creating images and captions for new CRM that highlight individual programs and areas
of interest.
• Continued Winter Session promotion to encourage class registration.
• Worked with Dr. Edmonds to continue the process of selecting an external firm to conduct EU
marketing audit.
• Tracked web analytics as they relate to events in the marketing calendar.
• Assisted various departments with their design, marketing and publication needs, either through
our workflow ticket system or direct contact:
o Athletics football postcard
o Leadership Institute logo (in production)
o Learning/Living Communities logo (in production)
o Softball helmet designs (in production)
o MACS brochure/mailer (in production)
o EU non-emergency texting icon (in production)
o Honors Department letterhead (in production)
o EU holiday card (in production)
o Athletics winter sports posters (in production)
WEBSITE
• Met with Art Department to discuss expanded department pages.
• Created new landing page for Graduate Studies.
• Created concept layouts for individual program pages.
• Continued to field many tickets requesting updates, etc.
-3Enrollment Management – Report
Edinboro University Council of Trustees
December 16, 2016
VETERANS SUCCESS CENTER
• Veterans Day attracted 30 Veterans and numerous members of the Edinboro community to
campus for the annual flag ceremony and three volley salute. This was a significant increase
over the previous year.
• Pets and Vets had over 100 attendees consisting of students, Veterans, community members,
and potential students. The Student Veterans Association was able to donate $80 and 88 items
to the ANNA Shelter in Erie and the EARS rabbit shelter.
Council of Trustees
Friday, December 16, 2016
Public Meeting 2:00 p.m.
Crawford Center Conference Room
AGENDA
• New Business
Finance and Administration (Mr. Gil Brown, Vice President for Finance and Administration)
Action – Finance and Administration
President Walker recommends approval of Contracts and Purchases as reviewed
by the Council of Trustees for the period October 1-31 and November 1-30, 2016.
Resolution – Certification of Compliance with Board of Governors’ Policy 1985-04-A:
University External Financial Support
Edinboro University Alumni Association
Edinboro University Foundation, Inc.
Edinboro University Services, Inc.
Edinboro University Student Government Association
Resolution – Demolition of Chicken Coop at Porreco College (Erie campus)
Contracts & Purchases
October 2016
Council of Trustees Meeting
December 16, 2016
COUNCIL OF TRUSTEES
EDINBORO UNIVERSITY - REPORT OF CONTRACTS FROM 10/01/16 TO 10/31/16
Contractor's Name
Cost Center Name
Description
Funding Source
Expense Category
Amount
Allied Fire Protection
Systems Inc
Various
Inspection of Fire
Sprinkler Systems
Various
Contracted Maint Bldgs & Grounds
$
10,500.00
Amark
Environmental LLC
Library
Improvements
Remove Asbestos Baron-Forness Library
Unrestricted E&G
Projects
Hazardous Waste
Removal
$
464.00
Amark
Environmental LLC
Deferred Maint McComb
Remove Asbestos McComb Fieldhouse
Unrestricted E&G
Projects
Hazardous Waste
Removal
Anderson Coach
& Travel
Various
Transportation
for Tennis Team
Self-Supported
Funds
Athletic Team
Travel
Anita Szymanski
Community Music
School
Piano Lessons
Self-Supported
Funds
Specialized
Services
Arizon Company
Shops/Plant
Repair AC & Inflation
Controllers on the Dome
General Funds
Contracted Maint Bldgs & Grounds
5,346.00
C.W. Beal Inc
Deferred Maint Compton Hall
Interior Painting in
Compton Hall
Other E&G Funds
Contracted Maint Bldgs & Grounds
17,940.00
Combustion Service
& Equipment
Food Service Maint & Custodial
Repair Boiler in
Van Houten Dining Hall
Dining Hall Funds
Contracted
Repairs
5,000.00
James Reinarz
Community Music
School
Violin Lessons
Self-Supported
Funds
Specialized
Services
462.00
John Pintea
Sports Information
Announcer for
Women's Volleyball
General Funds
Game Support
Personnel
300.00
Keystone Fitness
Equipment Repair
University Center
Operations
Maintenance on
Fitness Equipment
Student Center
Funds
Contracted
Repairs
812.00
3,967.17
357.00
5,640.00
COUNCIL OF TRUSTEES
EDINBORO UNIVERSITY - REPORT OF CONTRACTS FROM 10/01/16 TO 10/31/16
Contractor's Name
Cost Center Name
Description
Funding Source
Expense Category
Amount
Mayer Brothers
Construction Co
Lot & Road
Repaving
Parking Lot
Repavement
Other E&G Funds
Contracted Maint Bldgs & Grounds
8,327.06
Perry Construction
Group Inc
Van Houten
Furnishings
Overhead Doors at
Van Houten Dining Hall
Unrestricted Auxiliary
Projects
Contracted Maint Bldgs & Grounds
18,600.00
Pittsburgh Stage
Incorporated
Shops/Plant
Theatrical Rigging
Equipment
General Funds
Contracted
Repairs
3,674.00
Rabe Environmental
Systems
East Hall
New Roof Mounted
Exhaust Fan
Other E&G Funds
Contracted Maint Bldgs & Grounds
4,500.00
Sarah Lee
Community Music
School
Bassoon Lessons
Self-Supported
Funds
Specialized
Services
Schaal Glass
Van Houten
Improvements
Remove/Replace
Insulated Glass Units
Dining Hall Funds
Contracted Maint Bldgs & Grounds
3,563.00
Stadium Solutions
Incorporated
Shops/Plant
Bleacher Inspection in
Various Locations
General Funds
Contracted Maint Bldgs & Grounds
3,682.00
TOTAL
425.00
$
93,559.23
COUNCIL OF TRUSTEES
EDINBORO UNIVERSITY-REPORT OF PURCHASE ORDERS OVER $10,000 FROM 10/01/16 TO 10/31/16
VENDOR-NAME
VENDOR-ADDRESS
DESCRIPTION
PO NUMBER
PO AMOUNT
Allen & Shariff
Engineering LLC
7061 Deepage Dr
Columbia MD 21045
Compton Hall Animal Facility AHU
Replacement Design Services
3900008321 $
16,775.00
Audio Visual
Innovations
2350 Eldo Rd
Ste B
Monroeville PA 15146
Cole Auditorium
Media Update Project
4500513323
14,625.00
Cleveland Brothers
Equipment Co
3950 Depot Rd
Erie Pa 16510
Facilities Loader Rental
4500511646
14,500.00
Edinboro University
Foundation
Edinboro University of PA
Edinboro PA 16444
Facilities Traditional Residence Hall
Laundry Machines Reimbursement
4500512268
12,900.00
Elsevier Science
Order Fulfillment
St Louis MO 63146
Library Annual Science
Direct Online Subscription
4500512623
27,563.23
James B
Schwab Co
2901 West 22nd St
Erie PA 16506
Campus-Wide Annual Copier
Maintenance & Repair Services
4500511879
61,548.40
Leader Graphics
1926 Peach St
Erie PA 16502
Admissions Vinyl
Graphic Applications
4500512249
10,480.00
MSL Direct Inc
4302 Old William Penn Hwy
Ste 200
Murrysville PA 15668
Admissions Printing &
Mailhouse Services
4500511872
35,889.90
OCLC Inc
6565 Kilgour Pl
Dublin OH 43017-3395
Library Subscription Services
4500511542
12,800.00
PA Dept of
General Services
PO Box 2833 Accts Receivable
Harrisburg PA 17101
Finance & Administration Annual Boiler,
Machinery and Excess Property
Insurances, Employee Performance Bond
4500512866
89,857.00
COUNCIL OF TRUSTEES
EDINBORO UNIVERSITY-REPORT OF PURCHASE ORDERS OVER $10,000 FROM 10/01/16 TO 10/31/16
VENDOR-NAME
VENDOR-ADDRESS
DESCRIPTION
PO NUMBER
Software Services
of Delaware Inc
1024 Justison St
Wilmington DE 19801
Information Technology Services Annual
Axiom Web Form License Renewal
4500511302
13,120.00
Taser International Inc
17800 North 85th St
Scottsdale AZ 85255
Police Department Taser Equipment
& 5-Year Assurance Plan
4500512465
34,434.56
Westchester Academic
Library
118 North Bedford Rd
Ste 302
Mt Kisco NY 10549
Library Subscriptions
4500512887
17,428.11
Yankee Book
Peddler Inc
999 Maple St
Contoocook NH 03229
Library Books
4500512594
25,000.00
TOTAL
PO AMOUNT
$
386,921.20
Contracts & Purchases
November 2016
Council of Trustees Meeting
December 16, 2016
COUNCIL OF TRUSTEES
EDINBORO UNIVERSITY - REPORT OF CONTRACTS FROM 11/01/16 TO 11/30/16
Contractor's Name
Cost Center Name
Description
Funding Source
Expense Category
$
Amount
Al's Awning
Shop Incorporated
Van Houten
Furnishings
Installation of Stationary
Awning Panels
Unrestricted Auxiliary
Projects
Contracted Maint Bldgs & Grounds
1,560.00
Ash Enterprises
Geosciences
Maintenance on Spitz
Model A3P Projector
General Funds
Contracted
Repairs
3,550.00
Conversion Image
Technology Inc
Library Administration
Annual Maintenance
on Minolta Microfilm
General Funds
Contracted Maint Office Equip
2,535.00
Culligan Water
Food ServiceMaint & Custodial
Water Softener Services
Dining Hall Funds
Contracted Maint Bldgs & Grounds
68,838.00
Development
Cubed Inc
University
Commencement
Student Commencement
Video Services
General Funds
Specialized
Services
4,921.50
Grise Audio
Visual Center
Open House
Events
Audio Visual Support
for Open House
Specialized
Services
General Funds
1,410.00
Grise Audio
Visual Center
University
Commencement
Audio Visual Support
for Fall & Spring
Commencement
General Funds
Specialized
Services
6,020.00
Heartland Campus
Solutions
Bursar
Federal Tax
Document Services
General Funds
Printing Services
Contracted
Jason Franz
Adaptive Athletic
Program
Wheelchair Basketball
Official
General Funds
Game Officials
16,000.00
940.00
COUNCIL OF TRUSTEES
EDINBORO UNIVERSITY - REPORT OF CONTRACTS FROM 11/01/16 TO 11/30/16
Contractor's Name
Cost Center Name
Description
Funding Source
Expense Category
Amount
John Leisering
Sports Information
Men's/Women's
Basketball Announcer
General Funds
Game Support
Personnel
810.00
Kimberly Joy
Morrow
Continuing
Education
Social Work
Professionals
Workshop
Special Programs
Professional
Services
900.00
Meadville Children's
Center
PA Pre-K Counts
Program
2016-2017 Budget for
Pre-K Counts Grant
Restricted Grant /
Contract - State
Subcontract
Expense
283,500.00
Nites Lites
University
Commencement
Audio & Lighting for
Fall & Spring
Commencement
General Funds
Specialized
Services
520.00
Paul Crider
Adaptive Athletic
Program
Wheelchair Basketball
Official
General Funds
Game Officials
Professional Service
Industries Inc
Fire & Safety
Industrial Hygiene
Services
General Funds
Contracted Maint Bldgs & Grounds
15,000.00
Raven Rental
University
Commencement
Audio Sound System
for Fall & Spring
Commencement
General Funds
Rental / Operating
Lease - Radio
Equipment
2,400.00
Scott Dow
Art Department
Carving Demonstration
General Funds
Speaker Fees
200.00
Sergei Isupov
Art: Ceramics
"Sculpting Techniques
Workshop"
General Funds
Speaker Fees
1,500.00
1,015.00
COUNCIL OF TRUSTEES
EDINBORO UNIVERSITY - REPORT OF CONTRACTS FROM 11/01/16 TO 11/30/16
Contractor's Name
Cost Center Name
Description
Funding Source
Expense Category
Temple Portable
Crushing Inc
Lot & Road
Repaving
Concrete Crushing
Other E&G Funds
Contracted Maint Bldgs & Grounds
Timber Ridge
Child Care Center
PA Pre-K Counts
Program
2016-2017 Budget for
Pre-K Counts Grant
Restricted Grant /
Contract - State
Subcontract
Expense
William R Kutz
Adaptive Athletic
Program
Wheelchair Basketball
Official
General Funds
Game Officials
Yardmaster of
PA LLC
Maintenance
Snow Removal
for Dome
General Funds
Contracted Maint Bldgs & Grounds
YMCA of Corry
PA Pre-K Counts
Program
2016-2017 Budget for
Pre-K Counts Grant
Restricted Grant /
Contract - State
Subcontract
Expense
TOTAL
Amount
10,000.00
105,300.00
940.00
50,000.00
259,200.00
$
837,059.50
COUNCIL OF TRUSTEES
EDINBORO UNIVERSITY-REPORT OF PURCHASE ORDERS OVER $10,000 FROM 11/01/16 TO 11/30/16
VENDOR-NAME
VENDOR-ADDRESS
DESCRIPTION
PO NUMBER
PO AMOUNT
AE Works LTD
6587 Hamilton Ave
Pittsburgh PA 15206
McComb Fieldhouse
HVAC Systems Assessment
& Feasibility Study
3900008360 $
20,715.69
American Chemical
Society
PO Box 182977
Columbus OH 43218-2426
Library Annual Web
Editions/ebooks
4500515857
19,165.00
Dell Marketing LP
One Dell Way
Round Rock TX 78682
Information Technology
Services PowerEdge Servers
4500514394
59,124.52
Educational Solutions
Enterprises
PO Box 700
Effort PA 18330
Physics Equipment
4500515199
14,060.00
Gaumard Scientific
Company
14700 Southwest 136 St
Miami FL 33196
Nursing Department
Birthing Simulator
4500514385
104,885.00
Hepner Air
Filter Service
3011 Henninger Rd
Cleveland OH 44109
Facilities
Air Filters
4500516053
12,500.00
HHSDR Architects
Engineers
40 Shenango Ave
Sharon PA 16416
Highlands Residence Halls
Stair Towers Design Services
3900008359
133,100.00
Keystone Fitness
Equipment Repair
PO Box 71
Edinboro PA 16412
Athletics
Fitness Equipment
4500515105
17,894.85
Plyler Overhead
Door Company
8850 Fry Rd
McKean PA 16426-1533
Van Houten Dining Hall
Overhead Door Replacement
4500513801
12,783.00
COUNCIL OF TRUSTEES
EDINBORO UNIVERSITY-REPORT OF PURCHASE ORDERS OVER $10,000 FROM 11/01/16 TO 11/30/16
VENDOR-NAME
VENDOR-ADDRESS
DESCRIPTION
PO NUMBER
TargetX
1000 River Rd
Conshohocken PA 19428
Admissions Mass Email
Software Subscription
4500513851
12,000.00
Whitlock
Corporation
9048 William Penn Hwy
Huntingdon PA 16652
Frank G Pogue
Theater Upgrade
4500514314
36,994.66
Yardmaster of
PA LLC
2305 Manchester Rd
Erie PA 16506
Zafirovski Dome
Snow Removal
4500514828
18,000.00
TOTAL
PO AMOUNT
$
461,222.72
Edinboro University Alumni Association
•
•
•
•
•
•
•
M emorandum of Understanding (expires June 30, 2019)
M emorandum of Understanding/Fighting Scot Plaza Loan Agreement
(effective until July 1, 2020)
Fiduciary Agreement between EU Foundation and EU Alumni Association
(renewable biennially; expires June 30, 2017)
Audited Financial Statements, June 30, 2016
Articles of I ncorporation (previously circulated - no changes)
ByLaws
Board of Directors
EDINBORO UNIVERSITY ALUMNI ASSOCIATION BOARD OF DIRECTORS
as of September 2, 2016
Dr. Michael Barnes ‘93
Vice President
17230 Corban Drive
Chagrin Falls, OH 44023
(H) 216-264-4510
mbarnes@mayfieldschools.org
Susan Crandall ’72, M’94
Secretary
10942 Tracy Drive
Meadville, PA 16335
(H) 814-807-0173
slcrandallart5@gmail.com
Scott Irlbacher ’04, M’06
President
1005 Norwood Avenue
Pittsburgh, PA 15202
(C) 412-951-5542
scottirlbacher@gmail.com
James Alexander ‘73
93 Metcalf Avenue
Jamestown, NY 14701
(H) 716-484-7459 (C) 716-485-6041
jim.alexander@dominionvoting.com
Adam Avenali ‘06
419 Calibre Lake Pkwy SE
Smyrna, GA 30082
(C) 814-594-0759
adamavenali@yahoo.com
Paul Belosh ‘69
108 Sunset Drive
Edinboro, PA 16412
(C) 814-450-9899
pmbelosh@yahoo.com
Allison Bressler ’03, M’05
2101 Northway Road Apt 1206
Williamsport, PA 17701
(C) 814-758-3441
aabressler@gmail.com
Mark Eisert ‘98
124 Harrison Drive
Edinboro, PA 16412
(H) 814-734-6785 (C) 814-397-0087
markeisert@gmail.com
Gregory Harris ’07, M’12
4065 Ellison Road
South Euclid, OH 44121
(C) 440-813-1615
gjharris8@yahoo.com
Michael Joseph ‘75
1007 Lakeside Drive
Edinboro, PA 16412
(C) 713-842-0043
mjoseph810@gmail.com
Mitchell Kallay ‘90
471 Barrington Ridge Road
Painesville, OH 44077
(H) 440-354-5787 (C) 440-479-1195
abelcet5mg@yahoo.com
Beth Lustig ‘01
200 N. Skytop Road
Edinboro, PA 16412
(C) 610-608-0074
thelustigs2005@gmail.com
Joseph Mineo ’73, M’78
Lifetime Member
4503 Basswood Drive
Erie, PA 16506
(H) 814-838-9949 (C) 814-450-6097
j.mineo@verizon.net
David Niemira ‘08
Treasurer
5254 West Lake Road
Edinboro, PA 16412
(C) 814-440-1313
davidaniemira@gmail.com
Eric Pope ’03, M’05
65 Sunflower Drive
Rochester, NY 14621
(C) 412-818-2726
emp15133@yahoo.com
Tony Ratcliff ‘14
1021 East 37th Street
Erie, PA 16503
(H) 814-881-4847
tr74511@gmail.com
Jaime Russell ’00, M’02
1521-1 Swordfish Lane
Carolina Beach, NC 28428
(C) 814-602-9352
russelljl1030@gmail.com
David Sheneman ‘64
Lifetime Member
661 West Corydon Street
Bradford, PA 16701
(H) 814-368-7895 (C) 814-558-8389
dsheneman@atlanticbb.net
James R. Stevens ‘85
106 Southfield Court
Pittsburgh, PA 15237
(H) 412-548-3012 (C) 412-818-0026
jstevens163@verizon.net
Mary Timashenka ’80, M’97
Immediate Past President
3034 Patio Drive
Erie, PA 16506
(C) 814-392-4556
mtimashenka@wjettv.com
Shaquan Walker ‘16
5 S Jardin Street Apt 3
Shenandoah, PA 17976
724-815-7127
edinborotrustee@gmail.com
Daniel J. Walsh ‘08
2913 Highland Road
Erie, PA 16506
(C) 724-456-4787
walsh@fnb-corp.com
M. Quinn Zahorchak ‘87
305 Kerry Court
Cranberry Township, PA 16066
(C) 412-523-0412
quinn.zahorchak@rmsmortgage.com
VACANT
ALUMNI ASSOCIATION BOARD OF DIRECTORS
as of September 2, 2016
Page 2
EDINBORO UNIVERSITY ALUMNI ASSOCIATION NON-VOTING LIAISONS
Antoinette Jackson
Non-Voting SGA Liaison
405 Scotland Drive
(W) 814-732-1476
president@edinborosga.com
Leta Jeffers ‘11
Non-Voting University Liaison
Director of Alumni Relations
& Annual Giving
(W) 732-1713
ljeffers@edinboro.edu
Daniel Higham ‘70
Non-Voting Council of Trustees Liaison
Susan Black-Keim
12538 Leslie Road
Non-Voting University Liaison
Meadville, PA 16335
Interim VP of University Advancement
(H) 814-724-7520
(W) 732-1732
(W) 814-337-4234x225
sblack@edinboro.edu
dhigham@usbfmi.com
VACANT
Non-Voting Foundation Liaison
Edinboro University Foundation, I nc.
•
•
•
•
•
•
•
M emorandum of Understanding (EXPI RED June 30, 2016); DRAFT M OU
Fiduciary Agreement between Edinboro University and EU Foundation (expires June 30, 2017)
Fiduciary Agreement between EU Foundation and EU Alumni Association (renewable biennially;
expires June 30, 2017)
Financial Statements and Supplementary I nformation, June 30, 2016 and 2015
Articles of I ncorporation (previously circulated - no changes)
ByLaws
Board of Directors
Edinboro University Foundation
Financial Statements and
Supplementary Information
June 30, 2016 and 2015
Edinboro University Foundation
Table of Contents
June 30, 2016 and 2015
Page
Independent Auditors’ Report
1
Financial Statements
Statement of Financial Position
3
Statement of Activities
4
Statement of Cash Flows
6
Notes to Financial Statements
7
Supplementary Information
Schedule of Functional Expenses - Management and General Expenses and
Program Services
28
Schedule of Rental Income and Expenses - Student Housing Facility
29
Schedule of Debt Service Coverage Ratio - Student Housing Facility
30
Baker Tilly Virchow Krause, LLP
20 Stanwix St, Ste 800
Pittsburgh, PA 15222-4808
tel 412 697 6400
tel 800 267 9405
fax 888 264 9617
bakertilly.com
Independent Auditors’ Report
Board of Directors
Edinboro University Foundation
Report on the Financial Statements
We have audited the accompanying financial statements of Edinboro University Foundation, which
comprise the statement of financial position, as of June 30, 2016 and 2015, and the related
statements of activities and cash flows for the years then ended, and the related notes to the
financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with accounting principles generally accepted in the United States of America; this
includes the design, implementation, and maintenance of internal control relevant to the preparation
and fair presentation of financial statements that are free from material misstatement, whether due
to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We
conducted our audits in accordance with auditing standards generally accepted in the United States
of America. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the entity’s preparation and fair presentation of the financial statements in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express
no such opinion. An audit also includes evaluating the appropriateness of accounting policies used
and the reasonableness of significant accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
1
An Affirmative Action Equal Opportunity Employer
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the
financial position of Edinboro University Foundation as of June 30, 2016 and 2015, and the
changes in its net assets and its cash flows for the years then ended in accordance with accounting
principles generally accepted in the United States of America.
Report on Supplementary Information
Our audits were conducted for the purpose of forming an opinion on the financial statements as a
whole. The accompanying supplementary information on pages 28-30 is presented for purposes of
additional analysis and is not a required part of the financial statements. Such information is the
responsibility of management and was derived from and relates directly to the underlying
accounting and other records used to prepare the financial statements. The information has been
subjected to the auditing procedures applied in the audit of the financial statements and certain
additional procedures, including comparing and reconciling such information directly to the
underlying accounting and other records used to prepare the financial statements or to the financial
statements themselves, and other additional procedures in accordance with auditing standards
generally accepted in the United States of America. In our opinion, the information is fairly stated in
all material respects in relation to the financial statements as a whole.
Pittsburgh, Pennsylvania
September 6, 2016
2
Edinboro University Foundation
Statement of Financial Position
June 30, 2016 and 2015
2016
2015
Assets
Current Assets
Cash and cash equivalents
Trustee held funds
Due from affiliated entities
Other current assets
$
Total current assets
1,231,984
168,415
82,120
360,807
$
1,642,613
168,415
86,700
612,650
1,843,326
2,510,378
Investments
22,092,846
21,432,276
Trustee Held Funds
17,728,389
17,274,476
Fixed Assets, Net of Accumulated Depreciation
84,939,672
88,435,671
Deferred Financing Costs
681,745
714,091
Beneficial Interest in Remainder Trust
299,383
299,383
Other Assets
719,542
293,484
$ 128,304,903
$ 130,959,759
$
$
Total assets
Current Liabilities
Accounts payable and accrued liabilities
Due to affiliated entities
Accrued interest payable
Construction contracts and retainage payable
Current portion of long-term debt
Total current liabilities
Endowments Held on Behalf of Others
Funds under investment management for:
Edinboro University of Pennsylvania
Edinboro University Alumni Association
Total endowments held on behalf of others
Long-Term Debt
Total liabilities
Net Assets
Unrestricted net assets, board designated
Unrestricted, undesignated
Accumulated losses on donor-restricted endowments
Total unrestricted net assets
Temporarily restricted net assets
Permanently restricted net assets
Total net assets
Total liabilities and net assets
141,623
183,100
3,307,495
168,415
1,615,000
5,415,633
5,337,288
13,689,521
1,680,448
13,342,947
1,765,683
15,369,969
15,108,630
110,823,319
112,398,913
131,608,921
132,844,831
(11,813,883)
(84,889)
82,500
(10,155,684)
(36,391)
(11,898,772)
(10,109,575)
2,028,117
6,566,637
2,143,765
6,080,738
(3,304,018)
(1,885,072)
$ 128,304,903
See notes to financial statements
3
164,400
261,899
3,337,574
168,415
1,405,000
$ 130,959,759
Edinboro University Foundation
Statement of Activities
Year Ended June 30, 2016
Temporarily
Restricted
Unrestricted
Public Support and Revenues
Rental income
Unrealized gains (losses) on investments
Contributions
Interest and dividend income, net of investment
expense
Portfolio management fee income
Realized gains on investments
Adjustment to cash surrender value
of life insurance
Other Income
Net assets released from restrictions:
Satisfaction of purpose restrictions
$
Total public support and revenues
Expenses
Program services
Management and general expenses
Fundraising expenses
Total expenses
$
(232,578)
1,109,549
119,831
195,535
-
42,093
9,462
10,426
-
$
490,663
$
-
12,859,440
(157,815)
1,603,297
161,924
195,535
9,462
(4,764)
-
(4,764)
10,426
(1,044,174)
-
-
14,307,254
(115,648)
485,899
14,677,505
15,668,139
391,340
36,972
-
-
15,668,139
391,340
36,972
16,096,451
-
-
16,096,451
(115,648)
(10,109,575)
Net Assets, Beginning
$
Total
1,044,174
(1,789,197)
Increase (Decrease) in Net Assets
Net Assets, Ending
12,859,440
74,763
3,085
Permanently
Restricted
(11,898,772)
2,143,765
$
See notes to financial statements
4
2,028,117
$
485,899
(1,418,946)
6,080,738
(1,885,072)
6,566,637
$
(3,304,018)
Edinboro University Foundation
Statement of Activities
Year Ended June 30, 2015
Temporarily
Restricted
Unrestricted
Public Support and Revenues
Rental income
Unrealized gains (losses) on investments
Contributions
Interest and dividend income, net of investment
expense
Portfolio management fee income
Realized gains on investments
Change in value of split-interest agreement
Adjustment to cash surrender value
of life insurance
Other Income
Net assets released from restrictions:
Satisfaction of purpose restrictions
Transfers and other adjustments
Total public support and revenues
Expenses
Program services
Management and general expenses
Fundraising expenses
Total expenses
$
12,433,265
12,742
287,128
(148,523)
723,047
$
Total
93,486
$
12,433,265
(135,781)
1,103,661
33,112
212,535
-
28,504
228,756
-
34,020
61,616
212,535
228,756
34,020
503,391
-
12,858
-
12,858
503,391
1,061,596
58,363
(1,061,596)
217,232
(275,595)
-
14,602,132
(12,580)
(135,231)
14,454,321
16,217,253
414,076
4,853
-
-
16,217,253
414,076
4,853
16,636,182
-
-
16,636,182
Decrease in Net Assets
(2,034,050)
Net Assets, Beginning
(8,075,525)
Net Assets, Ending
$
Permanently
Restricted
$ (10,109,575)
(12,580)
2,156,345
$
2,143,765
See notes to financial statements
5
(135,231)
(2,181,861)
6,215,969
$
6,080,738
296,789
$
(1,885,072)
Edinboro University Foundation
Statement of Cash Flows
Years Ended June 30, 2016 and 2015
2016
Cash Flows from Operating Activities
Decrease in net assets
Adjustments to reconcile decrease in net assets to
net cash provided by operating activities:
Depreciation and amortization expense
Unrealized investment losses
Change in value of split interest agreement
Adjustment to cash surrender value of life insurance
Realized investment gains, net
(Increase) decrease in:
Other assets
Due from affiliated entities
Increase (decrease) in:
Accounts payable and accrued liabilities
Due to affiliated entities
Accrued interest payable
Pledge payable
$
Net cash provided by operating activities
(1,418,946)
2015
$
3,572,363
157,815
4,764
(9,462)
3,603,092
135,781
(34,020)
(12,858)
(228,756)
(178,979)
4,580
(482,732)
68,079
(22,777)
(78,799)
(30,079)
-
51,427
40,760
(24,550)
(5,000)
2,000,480
Cash Flows from Investing Activities
Payments for fixed assets
(Increase) decrease in trustee held funds
Purchase of investments
Proceeds from sale of investments
Increase in agency endowment liability
929,362
(4,612)
(453,913)
(5,956,341)
5,147,418
261,339
Net cash provided by (used in) investing activities
(33,723)
273,704
(6,594,912)
6,428,330
347,260
(1,006,109)
Cash Flows from Financing Activities
Principal payments related to long-term debt
420,659
(1,405,000)
Net change in cash and cash equivalents
(1,120,000)
(410,629)
230,021
1,642,613
Cash and Cash Equivalents, Beginning
(2,181,861)
1,412,592
Cash and Cash Equivalents, Ending
$
1,231,984
$
1,642,613
Supplemental Disclosures of Non-cash Investing
and Financing Activities
Fixed assets included in construction contracts and
retainage payable
$
168,415
$
168,415
Supplemental Disclosure of Other Cash Flow Information
Interest paid
$
6,645,867
$
6,699,697
See notes to financial statements
6
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
1. Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations
Edinboro University Foundation (the "Foundation"), a not-for-profit organization, was formed
in 1998 for the benefit of the students, faculty, and staff of Edinboro University of
Pennsylvania of the State System of Higher Education (the “University”). Dedicating its time
and resources to developing private sources of financial support for the University's mission,
the Foundation strives to build permanent endowments that will support the University's
students, faculty, and staff in perpetuity. The Foundation also owns and operates student
housing facilities on the campus of the University.
The Foundation administers numerous individual charitable funds, each established with an
instrument of gift describing either the general or specific purposes for which grants are to
be made, usually from income only, but in some cases, from principal.
The Foundation has evaluated all subsequent events through September 6, 2016, which is
the date these financial statements were issued. See Note 15.
As evidenced by the accompanying financial statements, the Foundation had deficit
unrestricted net assets of approximately $11,899,000 and $10,110,000 as of June 30, 2016
and 2015, respectively, and recognized decreases in net assets of approximately
$1,400,000 and $2,200,000 for the years then ended. On August 25, 2016, the University
committed to a refinancing of the Foundation’s existing bonds and to assume both of the
bonds and related student housing property by which the bonds are secured. The
Foundation has represented that this proposed subsequent release of its bond obligations
will lead to improvements in its overall financial condition. The advanced refunding closing is
scheduled to occur on September 7, 2016. See Note 15.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Significant estimates used
in preparing these financial statements include depreciation of property and equipment, the
allowance for uncollectible accounts, and the fair value of investments and financial
instruments. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include certain investments in highly liquid debt instruments
purchased with original maturities of three months or less, excluding trustee held funds and
certain short-term instruments classified as investments.
7
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
Unconditional Promises to Give
Unconditional promises to give that are expected to be collected in future years are
recorded at the present value of estimated future cash flows. The discounts on those
amounts are computed using a risk-free interest rate applicable to the year in which the
pledge is made (this approach does not differ materially from the use of a risk-adjusted
rate). Amortization of the discount is included in contribution revenue.
Conditional promises to give are promises for which donor-imposed conditions specify future
and uncertain events whose occurrence or failure to occur release the donors from the
obligation to transfer the assets in the future. If and when such conditions have been
substantially met, these promises cease to be conditional, and revenues are recorded, as
appropriate.
Investments
Equity securities with readily determinable fair values and debt securities are valued at fair
value, based on quoted market prices as reported by the Foundation’s investment
custodians. Adjustments to reflect increases or decreases in market value, referred to as
unrealized gains and losses, are reported in the statement of activities.
The cost of investments received as gifts represents fair value as determined upon receipt.
The cost of investments sold is determined by use of the specific identification method.
All realized and unrealized gains and losses arising from the sale or appreciation
(depreciation) in the fair value of investments, and all ordinary income from investments, are
reported as changes in unrestricted net assets unless their use is temporarily restricted by
explicit donor imposed stipulations or by law.
Investments are comprised of a variety of financial instruments and are managed by
investment advisors. The fair values reported in the statement of financial position are
subject to various risks including changes in the equity markets, the interest rate
environment and general economic conditions. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to changes in the fair value
of investment securities, it is reasonably possible that the amounts reported in the
accompanying financial statements could change materially in the near term.
Trustee Held Funds
Trustee held funds include cash equivalents held by a bank trustee under the terms of a
loan agreement with the Pennsylvania Higher Educational Facilities Authority (“PHEFA”).
8
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
Fixed Assets
Fixed assets are stated at cost less accumulated depreciation, computed on a straight-line
basis over the lesser of the lease term or the estimated useful lives of the assets. The
estimated useful lives are as follows:
Assets
Life
Buildings and improvements
Furniture and fixtures
Equipment
Land improvements
Vehicles and heavy equipment
10-40 years
10 years
3-5 years
20 years
5 years
Expenditures for repair and maintenance costs which extend the useful lives of assets are
capitalized and routine maintenance and repair costs are expensed as incurred.
Deferred Financing Costs
Costs incurred in connection with the issuance of long-term debt have been deferred and
are being amortized over the term of the underlying loan agreement using the straight-line
method, which does not materially differ from the effective interest method. Amortization was
$32,346 for both of the years ended June 30, 2016 and 2015.
Beneficial Interest in Remainder Trust
The Foundation is a beneficiary under a charitable remainder unitrust, an arrangement in
which a donor establishes and funds a trust with specified distributions to be made to a
designated beneficiary over the trust’s term. Upon termination of this trust, the Foundation
will receive the assets remaining in the trust for endowment purposes.
Endowments Held on Behalf of Others
The Foundation holds and manages transferred assets for other governmental and not-forprofit organizations (namely, the University and the Edinboro University Alumni Association).
Such assets, which are included in investments in the accompanying statement of financial
position, are reported as endowments held on behalf of others (i.e. agency funds).
The University and the Edinboro University Alumni Association establish investment and
spending policies which govern these assets; the Foundation manages these assets within
such parameters. The Foundation recognizes the fair value of the assets transferred as an
increase in its investments and a corresponding liability attributable to the participating
governmental and not-for-profit organizations, with the related investment activity being
reported as an increase or decrease in the corresponding liability, as appropriate.
Endowment Investment Return
Total endowment investment return is composed of investment income, net realized gains
and losses on endowment investments, and net unrealized gains and losses on endowment
investments reported at fair value net of investment fees.
9
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
Endowment Spending Policy
Commonwealth of Pennsylvania Act 141 permits the Foundation to allocate to income each
year a portion of endowment return. The law allows not-for-profit organizations to spend a
percentage of the market value of their endowment funds, including realized and unrealized
gains. The percentage, which by law must be between 2% and 7%, is elected annually by
the Board of Directors. The endowment market value is determined based on an average
spanning three years. The Foundation’s spending policy allowed for a payout of up to 4% for
fiscal years 2016 and 2015, of the rolling three-year average balances, which is based on
market value.
Unrestricted, Temporarily and Permanently Restricted Net Assets
Unrestricted net assets are those whose use by the Foundation is not subject to donorimposed restrictions. Temporarily restricted net assets are those whose use by the
Foundation has been limited by donors to a specific time period or purpose. Permanently
restricted net assets have been restricted by donors to be maintained in perpetuity.
Board Designated Net Assets
The Foundation's Board of Directors has voluntarily approved segregations of unrestricted
net assets to be utilized for specific programs, projects and operational expenses. Such
items are reported as board designated net assets within the unrestricted net asset
category.
Rental Revenue Recognition
Rental revenue is recognized on a monthly basis as it is due under the terms of short-term,
operating lease agreements for student housing at the University. All revenue is recorded
net of estimated allowances for uncollectible receivables. Rental revenue is based on units
rented, which is dependent on student residency populations, by semester. See Note 15.
Donor Restricted Gifts
All contributions are considered to be available for unrestricted purposes unless specifically
restricted by the donor. Amounts received that are designated for future periods or restricted
by the donor for specific purposes are reported as temporarily restricted support that
increases that net asset class. When a donor restriction expires (i.e., when a stipulated time
restriction ends or purpose restriction is accomplished), temporarily restricted net assets are
reclassified as unrestricted net assets and reported in the statement of activities as net
assets released from restrictions.
Endowments and certain other investments are permanently restricted based on the donor's
specifications. Investment earnings available for distribution are recorded in unrestricted net
assets. Investment earnings with donor restrictions are recorded in temporarily or
permanently restricted net assets based on the nature of the restrictions.
10
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
In-Kind Gifts
Contributions of donated non-cash assets are recorded at their fair values in the period
received. Contributions of donated services that create or enhance non-financial assets or
that require specialized skills, are provided by individuals possessing those skills, and would
typically need to be purchased if not provided by donation, are recorded at their fair values
in the period received. Management believes that such contributions were not material to
the financial statements during the years ended June 30, 2016 and 2015.
Legacies and Bequests
The Foundation is a beneficiary under various wills, the total realizable value of which is not
presently determinable. Such amounts are recorded as contributions when clear title is
established and the proceeds are clearly measurable.
Income Taxes
The Foundation qualifies as a tax-exempt organization under Section 501(c)(3) of the
Internal Revenue Code (the “Code”). Accordingly no provision for income taxes has been
recorded in the accompanying financial statements. In addition, the Foundation has been
determined by the Internal Revenue Service not to be a private foundation within the
meaning of Section 509(a) of the Code.
The Foundation accounts for uncertainty in income taxes using a recognition threshold of
more-likely-than-not to be sustained upon examination by the appropriate taxing authority.
Measurement of the tax uncertainty occurs if the recognition threshold has been met.
Management determined that there were no tax uncertainties that met the recognition
threshold in fiscal years 2016 and 2015.
The Foundation’s policy is to recognize interest related to unrecognized tax benefits in
interest expense and penalties in management and general expense.
New Accounting Pronouncements
During May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting
Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. ASU
2014-09 establishes principles for recognizing revenue upon the transfer of promised goods
or services to customers, in an amount that reflects the expected consideration received in
exchange for those goods or services. During August 2015, the FASB issued ASU 2015-14,
which defers the effective date of ASU 2014-09. ASU 2014-09 is effective for fiscal years
beginning after December 15, 2018. The Foundation may elect to apply the guidance
earlier, but no earlier than fiscal years beginning after December 15, 2016. The
amendments may be applied retrospectively to each prior period presented or
retrospectively with the cumulative effect recognized as of the date of initial application. The
Foundation is currently assessing the effect that ASU 2014-09 and 2015-14 will have on its
results from operations, financial position and cash flows.
11
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
During April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest
(Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03
requires that debt issuance costs related to a recognized debt liability be presented in
balance sheet as a direct deduction from the carrying amount of that debt liability instead of
an asset. The recognition and measurement guidance for debt issuance costs are not
affected by this update. ASU 2015-03 is effective for annual periods beginning after
December 15, 2015, and interim periods within fiscal years beginning after December 15,
2016. Early adoption is permitted. The Foundation does not believe that the adoption of
ASU 2015-03 will have a material effect on its results of operations, financial position and
cash flows.
During May 2015, the FASB issued ASU No. 2015-07, Fair Value Measurement (Topic 820):
Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or
its Equivalent). This ASU was issued to address the diversity in practice relating to how
certain investments measured at net asset value are categorized in the fair value hierarchy.
The amendments in this update remove the requirement to categorize, within the fair value
hierarchy, all investments for which fair value is measured using the net asset value per
share practical expedient. ASU 2015-07 also removes the requirement to make certain
disclosures for all investments that are eligible to be measured at fair value using the
net asset value per share practical expedient. ASU 2015-07 is effective for the Foundation’s
fiscal year beginning July 1, 2016; early adoption is permitted. The Foundation is assessing
the impact that this update will have on its results of operations, financial position and cash
flows.
During January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall
(Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial
Liabilities. This new guidance is intended to improve the recognition and measurement of
financial instruments and eliminates the requirement to disclose the fair value of financial
instruments measured at amortized cost for institutions that are not public business entities.
For non-public business entities, ASU 2016-01 is effective for fiscal years beginning after
December 15, 2018, with early adoption permitted for fiscal years beginning after December
15, 2017. However, the new guidance permits entities that are not public business entities to
adopt upon issuance the provision that eliminates the requirement to disclose the fair value
of financial instruments measured at amortized cost. The Foundation elected to adopt this
provision in fiscal 2016. ASU 2016-01 is to be applied by means of a cumulative-effect
adjustment to the statement of financial position as of the beginning of the fiscal year of
adoption. The amendments related to equity securities without readily determinable fair
values (including disclosure requirements) should be applied prospectively to equity
investments that exist as of the date of adoption of ASU 2016-01. The Foundation is
assessing the impact that the remainder of this standard will have on its results of
operations, financial position and cash flows.
During February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02
establishes principles that require a lessee create a lease asset and a lease liability for
those leases classified as operating leases under previous accounting principles generally
accepted in the United States of America. ASU 2016-02 is effective for annual periods
beginning after December 15, 2019, and interim periods within fiscal years beginning after
December 15, 2020. The Foundation is currently assessing the effect that ASU 2016-02 will
have on its results of operations, financial position and cash flows.
12
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
During August 2016, the FASB issued ASU No. 2016-14, Not-For Profit Entities (Topic 958)
Presentation of Financial Statements of Not-for-Profit Entities. The new guidance is intended
to improve and simplify the current net asset classification requirements and information
presented in financial statements and notes that is useful in assessing a not-for-profit’s
liquidity, financial performance and cash flows. ASU 2016-14 is effective for fiscal years
beginning after December 15, 2017, with early adoption permitted. ASU 2016-14 is to be
applied retroactively with transition provisions. The Foundation is currently assessing the
impact this standard will have on its financial statements.
2. Investments
The carrying values of the Foundation’s investments consist of the following at June 30:
2016
Mutual funds/Common Funds
Common stocks
Money market funds
Total
2015
$
19,318,142
2,153,608
621,096
$
18,512,122
2,725,169
194,985
$
22,092,846
$
21,432,276
3. Fair Value Measurements
The Foundation measures its investments and charitable remainder trust at fair value on a
recurring basis in accordance with accounting principles generally accepted in the United States
of America. Fair value is defined as the price that would be received to sell an asset or the price
that would be paid to dispose of a liability in an orderly transaction between market participants
at the measurement date. The framework that the authoritative guidance establishes for
measuring fair value includes a hierarchy used to classify the inputs used in measuring fair
value. The hierarchy prioritizes the inputs used in determining valuations into three levels. The
level in the fair value hierarchy within which the fair value measurement falls is determined
based on the lowest level input that is significant to the fair value measurement.
The levels of the fair value hierarchy are as follows:
Level 1 - Fair value is based on unadjusted quoted prices in active markets that are
accessible to the Foundation for identical assets. These generally provide the most reliable
evidence and are used to measure fair value whenever available.
Level 2 - Fair value is based on significant inputs, other than Level 1 inputs, that are
observable either directly or indirectly for substantially the full term of the asset through
corroboration with observable market data. Level 2 inputs include quoted market prices for
similar assets, quoted market prices in markets that are not active for identical or similar
assets, and other observable inputs.
Level 3 - Fair value is based on significant unobservable inputs. Examples of valuation
methodologies that would result in Level 3 classification include option pricing models,
discounted cash flows, and other similar techniques.
13
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
The Foundation, using available market information and appropriate valuation methodologies,
has determined the estimated fair value of its financial instruments. However, considerable
judgment is required in interpreting data to develop the estimates of fair value.
Fair values of assets measured on a recurring basis are as follows at June 30, 2016:
Fair Value
Common stocks:
Consumer discretionary
Consumer staples
Energy
Financial
Healthcare
Industrials
Materials
Technologies
Telecommunications
Utilities
$
Total common stocks
Debt-based mutual funds:
United States treasuries
Investment grade securities
Other debt-based securities
Government National
Mortgage Association
Equity-based mutual funds:
Mid cap
International
Small cap
Unclassified
Commonfund:
Multi-Strategy Equity
Multi-Strategy Bond
International Equity
Total mutual funds
Money market funds
Total investments
Beneficial interest in remainder
trust
Total
$
263,346
240,373
151,301
337,336
320,267
214,820
56,717
427,760
64,098
77,590
Level 1
$
Level 2
263,346
240,373
151,301
337,336
320,267
214,820
56,717
427,760
64,098
77,590
$
Level 3
-
$
-
2,153,608
2,153,608
-
-
313,371
474,109
2,499,565
313,371
474,109
2,499,565
-
-
185,306
185,306
-
-
1,133,948
1,233,729
345,160
3,268,607
1,133,948
1,233,729
345,160
3,268,607
-
-
5,970,637
2,918,083
975,627
-
5,970,637
2,918,083
975,627
-
19,318,142
9,453,795
9,864,347
-
621,096
621,096
-
-
22,092,846
12,228,499
9,864,347
-
299,383
-
-
299,383
22,392,229
$
14
12,228,499
$
9,864,347
$
299,383
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
Fair values of assets measured on a recurring basis are as follows at June 30, 2015:
Fair Value
Common stocks:
Consumer discretionary
Consumer staples
Energy
Financial
Healthcare
Industrials
Materials
Technologies
Telecommunications
Utilities
$
Total common stocks
Debt-based mutual funds:
United States treasuries
Investment grade securities
Other debt-based securities
Government National
Mortgage Association
Equity-based mutual funds:
Mid cap
International
Small cap
Unclassified
Commonfund:
Multi-Strategy Equity
Multi-Strategy Bond
International Equity
Total mutual funds
Money market funds
Total investments
Beneficial interest in remainder
trust
Total
$
332,025
241,253
219,076
455,519
420,699
268,025
98,673
537,361
71,882
80,656
Level 1
$
Level 2
332,025
241,253
219,076
455,519
420,699
268,025
98,673
537,361
71,882
80,656
$
Level 3
-
$
-
2,725,169
2,725,169
-
-
813,449
230,431
1,641,880
813,449
230,431
1,641,880
-
-
329,740
329,740
-
-
1,226,148
1,737,073
872,166
1,631,551
1,226,148
1,737,073
872,166
1,631,551
-
-
6,126,009
2,789,870
1,113,805
-
6,126,009
2,789,870
1,113,805
-
18,512,122
8,482,438
10,029,684
-
194,985
194,985
-
-
21,432,276
11,402,592
10,029,684
-
299,383
-
-
299,383
21,731,659
$
15
11,402,592
$
10,029,684
$
299,383
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
Following is a description of the valuation methodologies used for assets measured at fair value.
There have been no changes in methodologies used at June 30, 2016 and 2015.
Common stocks: Valued at closing price reported on the active market on which the
individual securities are traded.
Money market funds are valued at quoted market prices for identical securities in the active
markets that the Foundation had the ability to access at the measurement date.
Commonfund: Valued based upon the unit values (NAV) of the funds held by the Foundation
at year end. Unit values are based upon the underlying assets of the funds derived from
inputs principally from or corroborated by observable market data, by correlation, or other
means. The Foundation invests in the following Commonfund funds:
Multi-Strategy Equity - The Multi-Strategy Equity program allocates assets across a
broad spectrum of public equity strategies in proportions considered optimal for a fully
diversified equity portfolio. The majority of the program's assets generally are invested
directly or indirectly in a portfolio of common stocks and securities convertible into
common stocks of U.S. companies. The program's allocation to the U.S. equity market
includes exposure to companies in the S&P 500 Composite Index, the benchmark for
the program, as well as companies not included in the index. The program seeks to
diversify its portfolio by allocating assets to common stocks and other equity securities of
foreign companies in both developed and emerging markets. In addition, the program
expects to invest in marketable alternative strategies that seek opportunities in domestic
and foreign markets for equity-type returns with low correlation to the equity markets.
The investment is valued at net asset value per share and has no unfunded
commitments or significant redemption restrictions.
Multi-Strategy Bond - The Multi-Strategy Bond program allocates assets across a broad
spectrum of fixed income sectors in proportions considered optimal for a fully diversified
fixed income portfolio. The majority of the program's assets generally are invested
directly or indirectly in dollar-denominated investment grade bonds and other fixed
income securities in an attempt to outperform the broad U.S. bond market. The program
seeks to diversify its portfolio by allocating assets to other fixed income securities and
strategies, including but not limited to global bonds, inflation-indexed bonds, high yield
bonds, emerging markets debt and opportunistic credit strategies. Under normal
circumstances, at least 80 percent of the net assets of the program will be invested
directly or indirectly in fixed income securities or cash. The benchmark for the program is
the Barclays Capital U.S. Aggregate Bond Index. The investment is valued at net asset
value per share and has no unfunded commitments or significant redemption
restrictions.
International Equity Fund - The International Equity Fund invests primarily in common
stocks and other equity securities of non-U.S. companies (including common stocks,
securities convertible into common stocks and warrants to acquire common stocks). Up
to 10 percent of the fund can be invested in equity securities of issuers located in
emerging markets. The fund is designed to outperform its benchmark, the Morgan
Stanley Capital International World ex-U.S. Index, over a full-market cycle, primarily
through active stock selection. Portfolio holdings will typically range from 150 to 300
equity securities. The investment is valued at net asset value per share and has no
unfunded commitments or significant redemption restrictions.
16
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
Beneficial interest in remainder trust: Valued using the income approach with significant
unobservable inputs based on fair value of the underlying investments. The assets are
recorded at the estimated present value of the Foundation’s future cash receipts from the
trust assets.
The methods described above may produce a fair value calculation that may not be indicative of
net realizable value or reflective of future values. Furthermore, although the Foundation believes
its valuation methods are appropriate and consistent with other market participants, the use of
differing methodologies or assumptions to determine fair value of certain financial instruments
could result in a different fair value measurement at the reporting date.
The following table sets forth a summary of changes in the fair value of Level 3 assets for the
years ended June 30:
2015
2016
Balance, beginning of year
$
299,383
Unrealized gains
$
-
Balance, end of year
$
299,383
265,363
34,020
$
299,383
The most significant unobservable inputs affecting the fair value of the beneficial interest in
remainder trust are the changes in the fair value of the assets comprising the trust, as well as
changes in the present value of the estimated future payments to beneficiaries. Significant
changes in any of these inputs in isolation could result in a significant change in the fair value
measurement. There were no changes in valuation techniques during 2016 and 2015.
4. Trustee Held Funds
The composition of trustee held funds is as follows at June 30:
2016
Under trust indenture, held by trustee, cash and cash
equivalents
$
Less funds allocated toward current construction
contracts and retainage payable
17,896,804
2015
$
168,415
17,442,891
168,415
Non-current portion of funds held by trustee
$
17,728,389
$
17,274,476
Portion of non-current funds held by trustee
reserved for debt service
$
8,566,101
$
8,481,633
17
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
Pursuant to the terms of the trust indentures underlying the Series 2008 and 2010 Bonds
(Note 6), the Foundation is required to maintain an amount equivalent to the lesser of: the
maximum annual debt service requirements payable on the bonds (other than the last fiscal
year during the term of the bonds); 125% of the average annual debt service on the bonds, or;
10% of the original proceeds of the bonds. There was $8,566,101 and $8,481,633 on reserve at
June 30, 2016 and 2015, respectively, which the Foundation considers to be a non-current
asset.
See Note 15.
5. Fixed Assets
Fixed assets consist of the following as of June 30:
2016
Buildings and improvements
Furniture and fixtures
Equipment
Land improvements
Vehicles and heavy equipment
Artwork
Construction in progress
$
Total
Less accumulated depreciation
Total fixed assets, net
$
98,864,671
3,400,265
1,630,524
976,956
258,197
138,034
1,222
2015
$
98,864,671
3,395,653
1,630,524
976,956
258,197
138,034
1,222
105,269,869
105,265,257
20,330,197
16,829,586
84,939,672
$
88,435,671
Depreciation expense was $3,500,611 and $3,531,342 for the years ended June 30, 2016 and
2015, respectively.
The Foundation had undertaken a project consisting of financing, through the issuance of taxexempt bonds through the PHEFA (Note 6), the costs of acquisition, construction, equipping
and furnishing student housing on the campus of Edinboro University of Pennsylvania. Phase I
consisted of a four-building, 796 bed student housing facility. Phase II consisted of a fourbuilding, 847 bed student housing facility. At June 30, 2013, construction of Phases I and II was
substantially complete. Primarily all of the assets noted above relate to the Student Housing
Facility.
In connection with the Student Housing Facility projects, the Foundation entered into a Ground
Lease Agreement with the University (classified as an operating lease) (Note 10), for the lease
of certain land upon which the student housing buildings are located. In addition to defining the
rentals to be paid for the premises described therein, the Ground Lease Agreement outlines
certain mutual covenants and agreements between the Foundation and the University, and also
indicates that title to the Student Housing Facility shall, upon the termination or expiration of the
lease, vest with the Commonwealth of Pennsylvania (“Commonwealth”), subject to the rights of
the University pursuant to an Agreement between the Commonwealth and the University.
18
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
In addition, the Foundation has contracted with the University to manage the Student Housing
Facility pursuant to the terms of a Management Agreement. Related to this agreement, the
Foundation received from the University $12,859,440 and $12,433,265 during the years ended
June 30, 2016 and 2015, respectively, of student housing rental income (which the University
billed and collected on the Foundation’s behalf) and paid to the University $4,311,014 and
$4,228,489 during the years ended June 30, 2016 and 2015, respectively, of student housing
facility operating expenses. At June 30, 2016 and 2015, the Foundation has a net receivable of
$235,448 and $120,884, respectively, from the University related to this agreement.
See Note 15.
6. Long-Term Debt
Long-term debt consists of the following as of June 30:
2016
Note payable (Series 2008 Bonds), Wells Fargo Bank,
N. A., as more fully described below, due in varying
annual installments through July 1, 2042, interest
rates of 4.95% to 5.95%.
Note payable (Series 2010 Bonds), Wells Fargo Bank,
N. A., as more fully described below, due in varying
annual installments through July 1, 2043, interest
rates of 3.63% to 6.00%.
Long-term debt
Less unamortized discount
Long-term debt, net of discount
Less current portion
Long-term debt, non-current portion
$
54,530,000
2015
$
55,085,000
58,740,000
59,590,000
113,270,000
114,675,000
831,681
871,087
112,438,319
113,803,913
1,615,000
1,405,000
$ 110,823,319
$ 112,398,913
Series 2008 Bonds
In February 2008, PHEFA issued its Edinboro University Foundation Student Housing
Project At Edinboro University of Pennsylvania Revenue Bonds - Series 2008 (the “Series
2008 Bonds”), the proceeds of which were loaned to the Foundation pursuant to a Loan
Agreement between PHEFA and the Foundation dated February 1, 2008 (the “Loan
Agreement”). The proceeds of the Series 2008 Bonds were used by the Foundation to
provide funds to: finance the cost of acquiring, constructing, furnishing and equipping a fourbuilding, 796-bed student housing facility (“Student Housing Facility”), including the
buildings, furniture, fixtures and equipment therein and certain demolition activities related
thereto, located on the main campus of the University on land leased by the Foundation
from the University; to fund a portion of the interest payments on the Series of 2008 Bonds
during construction of the Student Housing Facility and for a period of up to six months
thereafter; to fund a Debt Service Reserve Fund for the Series 2008 Bonds, and; to pay the
costs of issuing the Series 2008 Bonds.
19
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
Following the issuance of the Series 2008 Bonds, PHEFA assigned the Loan Agreement to
Wells Fargo Bank, N.A. (“Trustee”), as trustee, under a Trust Indenture dated February 1,
2008, as security for the Series 2008 Bonds.
Contemporaneously with the assignment of the Loan Agreement to the Trustee, the Trustee
and the Foundation entered into an open-ended leasehold mortgage and security
agreement as additional security for the Series 2008 Bonds, granting the Trustee a security
interest in the premises, buildings, machinery and equipment, all rents, royalties and
income, and the Ground Lease Agreement between the University (as lessor) and the
Foundation (as lessee).
Under the terms of the Loan Agreement, the Foundation is required to remit interest
payments to the Trustee on or before the 25th day of each calendar month in an amount
equal to one-sixth of the interest due on the next succeeding interest payment date.
Principal payments are due on or before the 25th day of each calendar month in amounts
equal to one-twelfth of the principal amount maturing on the next succeeding July 1 (if any)
commencing July 1, 2011. Payments required to effect mandatory redemption of principal
amounts are due in amounts equal to one-twelfth of the Series 2008 bonds subject to
mandatory redemption on the next succeeding July 1 (if any) beginning July 25, 2010.
Series 2010 Bonds
In May 2010, PHEFA issued its Edinboro University Foundation Student Housing Project At
Edinboro University of Pennsylvania Revenue Bonds - Series 2010 (the “Series 2010
Bonds”), the proceeds of which were loaned to the Foundation pursuant to a Loan
Agreement between PHEFA and the Foundation dated May 1, 2010 (the “Loan
Agreement”). The proceeds of the Series 2010 Bonds were used by the Foundation to
provide funds to: finance the cost of acquiring, demolishing, constructing, equipping and
furnishing of student housing on the campus of the University consisting of 856 beds
(“Student Housing Facility”); to fund a portion of the interest payments on the Series of 2010
Bonds during construction of the Student Housing Facility and for a period of up to six
months thereafter; to fund a Debt Service Reserve Fund for the Series 2010 Bonds, and; to
pay the costs of issuing the Series 2010 Bonds.
Following the issuance of the Series 2010 Bonds, PHEFA assigned the Loan Agreement to
Wells Fargo Bank, N.A. (“Trustee”), as trustee, under a Trust Indenture dated May 1, 2010,
as security for the Series 2010 Bonds.
Contemporaneously with the assignment of the Loan Agreement to the Trustee, the Trustee
and the Foundation entered into an open-ended leasehold mortgage and security
agreement as additional security for the Series 2010 Bonds, granting the Trustee a security
interest in the premises, buildings, machinery and equipment, all rents, royalties and
income, and the Ground Lease Agreement between the University (as lessor) and the
Foundation (as lessee).
20
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
Under the terms of the Loan Agreement, the Foundation is required to remit interest
payments to the Trustee on or before the 25th day of each calendar month in an amount
equal to one-sixth of the interest due on the next succeeding interest payment date.
Principal payments are due on or before the 25th day of each calendar month in amounts
equal to one-twelfth of the principal amount maturing on the next succeeding July 1 (if any)
commencing July 1, 2013. Payments required to effect mandatory redemption of principal
amounts are due in amounts equal to one-twelfth of the Series 2010 bonds subject to
mandatory redemption on the next succeeding July 1 (if any) beginning July 25, 2021.
Interest incurred on the notes was $6,615,788 and $6,675,147 for the years ended June 30,
2016 and 2015, respectively.
The discount on long-term debt is being amortized to expense over the term of the note.
This amortization amounted to $39,406 and $39,404 during the years ended June 30, 2016 and
2015, respectively.
Scheduled principal payments are as follows:
Years ending June 30:
2017
2018
2019
2020
2021
Thereafter
$
Total
1,615,000
1,795,000
2,005,000
2,105,000
2,215,000
103,535,000
$ 113,270,000
The loan agreement related to the bond issues contains certain covenants with which the
Foundation must comply. During the years ended June 30, 2016 and 2015, the Foundation was
not in compliance with the requirement to maintain at least 96% occupancy of the Student
Housing Facilities and for the year ended June 30, 2016, the Foundation was not in compliance
with the requirement to maintain a debt service coverage ratio of at least 1.2. Under such
circumstances, the Foundation must submit a corrective action plan within 30 days of the date
of this auditors’ report.
See Note 15.
7. Unrestricted Net Assets - Board Designated
The Foundation's Board of Directors has designated a portion of unrestricted net assets for the
following purposes as of June 30:
2016
Stipend Fund
Student Scholarships
Allied Health Building Lab at Porreco College Support
Total
21
2015
$
-
$
7,500
25,000
50,000
$
-
$
82,500
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
8. Temporarily and Permanently Restricted Net Assets
Temporarily restricted net assets are comprised of the following as of June 30:
2016
Various Edinboro University scholarships and related
programs
$
2,028,117
2015
$
2,143,765
Permanently restricted net assets are comprised of the following as of June 30:
2016
Investments to be held in perpetuity by donor stipulations
or by Pennsylvania law, the income from which is
generally available for scholarships and programs
Cash surrender value of donated life insurance policies
to benefit scholarship and programs
Beneficial interests in remainder trust for endowment
purposes
Total
$
$
6,182,697
2015
$
5,692,034
84,557
89,321
299,383
299,383
6,566,637
$
6,080,738
9. Endowment Funds
The Foundation’s endowment consists of approximately 200 individual funds established for a
variety of purposes. Its endowment includes both donor-restricted endowment funds and funds
designated by the Board of Directors to function as endowments. As required by accounting
principles generally accepted in the United States of America, net assets associated with
endowment funds, including funds designated by the Board of Directors to function as
endowments, are classified and reported based on the existence or absence of donor-imposed
restrictions.
The Board of Directors of the Foundation has interpreted Pennsylvania law as requiring the
preservation of the fair value of the original gift as of the gift date of the donor-restricted
endowment funds absent explicit donor stipulations to the contrary. As a result of this
interpretation, the Foundation classifies as permanently restricted net assets (a) the original
value of gifts donated to the permanent endowment, (b) the original value of subsequent gifts to
the permanent endowment, and (c) accumulations to the permanent endowment made in
accordance with the direction of the applicable donor gift instrument at the time the
accumulation is added to the fund. The remaining portion of the donor-restricted endowment
fund that is not classified in permanently restricted net assets is classified as either temporarily
restricted or unrestricted net assets based on the existence of donor restrictions or by law.
22
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
The Foundation considers the following factors in making a determination to appropriate or
accumulate donor-restricted endowment funds:
(1) The duration and preservation of the fund
(2) The purposes of the Foundation and the donor-restricted endowment fund
(3) General economic conditions
(4) The possible effect of inflation and deflation
(5) The expected total return from income and the appreciation of investments
(6) Other resources of the Foundation
(7) The investment policies of the Foundation
The Foundation has adopted investment and spending policies for endowment assets that
attempt to provide a predictable stream of funding to programs supported by its endowment
while seeking to maintain the purchasing power of the endowment assets. Endowment assets
include those assets of donor-restricted funds that the Foundation must hold in perpetuity or for
a donor-specified period(s) as well as board-designated funds. Under this policy, as approved
by the Board of Directors, the endowment assets are invested in a manner that is intended to
produce results that exceed the price and yield results of various indices such as the S&P 500,
Russell 2000, Barclays Capital U.S. Aggregate Bond and EAFE index while assuming a
moderate level of investment risk. The Foundation expects its endowment funds, over time, to
provide favorable results against these benchmark comparative indexes. Actual returns in any
given year may vary from this amount.
To satisfy its long-term rate-of-return objectives, the Foundation relies on a total return strategy
in which investment returns are achieved through both capital appreciation (realized and
unrealized) and current yield (interest and dividends). The Foundation targets a diversified asset
allocation that places a greater emphasis on equity-based investments to achieve its long-term
return objectives within prudent risk constraints.
Over the long term, the Foundation expects the current spending policy to allow its endowment
to continue to grow. This is consistent with the Foundation’s objective to maintain the
purchasing power of the endowment assets held in perpetuity or for a specified term as well as
to provide additional real growth through new gifts and investment return.
23
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
Endowment net asset composition by type of fund as of June 30, 2016:
Temporarily
Restricted
Unrestricted
Total donor restricted
endowments
$
(84,889)
$
Permanently
Restricted
1,459,789
$
Total
6,566,637
$
7,941,537
Changes in endowment net assets for the year ended June 30, 2016:
Temporarily
Restricted
Unrestricted
Endowment net assets,
beginning of year
$
Investment return
Contributions
Appropriation of endowment
assets for expenditure
Other changes:
Gifts and transfers to
University
Change in value of splitinterest agreements
Change in cash
surrender value of
life insurance
Other
Endowment net
assets, end of
year
(36,391)
$
1,182,907
$
Total
6,080,738
$
7,227,254
-
(183,474)
774,643
490,663
(183,474)
1,265,306
-
(576,402)
-
(576,402)
-
(4,010)
-
(4,010)
-
-
(48,498)
$
Permanently
Restricted
(84,889)
-
266,124
$
1,459,788
-
(4,764)
-
$
6,566,637
(4,764)
217,626
$
7,941,536
Endowment net asset composition by type of fund as of June 30, 2015:
Unrestricted
Total donor restricted
endowments
$
(36,391)
Temporarily
Restricted
$
24
1,182,907
Permanently
Restricted
$
6,080,738
Total
$
7,227,254
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
Changes in endowment net assets for the year ended June 30, 2015:
Temporarily
Restricted
Unrestricted
Endowment net assets,
beginning of year
$
Investment return
Contributions
Appropriation of endowment
assets for expenditure
Other changes:
Gifts and transfers to
University
Change in value of splitinterest agreements
Change in cash
surrender value of
life insurance
Other
Endowment net
assets, end of
year
$
(49,571)
$
Permanently
Restricted
1,480,820
$
Total
6,215,969
$
-
105,514
990
-
(468,241)
-
(468,241)
-
(1,174)
-
(1,174)
-
-
13,180
64,998
(36,391)
$
1,182,907
93,486
7,647,218
$
105,514
94,476
34,020
34,020
12,858
(275,595)
12,858
(197,417)
6,080,738
$
7,227,254
From time to time, the fair value of assets associated with individual donor restricted
endowment funds may fall below the level that the donor or law requires the Foundation to
retain as a fund of perpetual duration. The Board of Directors utilizes an extended three-year
market value average cycle to make this determination. In accordance with accounting
principles generally accepted in the United States of America, deficiencies of this nature that are
reported in unrestricted net assets were $84,889 and $36,391 as of June 30, 2016 and 2015,
respectively.
10. Operating Lease
The Foundation has entered into a non-cancelable operating lease for the rental of land from
the University ("Lessor"), as related to the Foundation's Student Housing Facilities (the “Ground
Lease Agreement”). Rent expense related to this lease was $37,845 and $36,742 for the years
ended June 30, 2016 and 2015, respectively. Significant terms of this Ground Lease Agreement
include the following:
The termination date of the lease is to be the earlier of July 1, 2054, or the date that all
mortgages related to the Student Housing Facility are satisfied beyond July 1, 2044;
Base rent for Phase I Project Facilities is to be $16,000 per year beginning in 2010; base
rent for Phase II Project Facilities is to be $16,650 per year beginning in 2012, and the
base rent shall be increased 3% per year through lease termination;
25
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
An additional annual "Percentage Rent" from Net Available Cash Flows (as defined)
(only due to the extent available in any one year) is due to Lessor;
An annual "System Fee" equal to 0.5% of gross room rental revenues is due to Lessor;
Throughout the lease term, Lessor has the option to purchase the Student Housing
Facility for its fair value;
At the termination or expiration of the lease, all title to and ownership of the Student
Housing Facilities shall automatically and immediately vest with the Commonwealth of
Pennsylvania (“Commonwealth”), subject to the rights of the University pursuant to an
Agreement between the Commonwealth and the University.
At June 30, 2016, the future minimum base rental payments under this operating lease are
summarized as follows (the additional annual rents and fees noted above are not currently
determinable, and are not included in the summary below):
Years Ending June 30:
2017
2018
2019
2020
2021
Thereafter
Total
$
38,980
40,149
41,354
42,594
43,872
2,488,878
$
2,695,827
See note 15.
11. Portfolio Management Fees
The Foundation assesses an asset management fee on managed scholarship and other
endowment funds to be used to support the programs and mission of its affiliated organizations.
This fee, which is calculated based on a percentage of the total fair value of investments and
billed to the University and Alumni Association, amounted to $195,535 and $212,535 for the
years ended June 30, 2016 and 2015, respectively.
26
Edinboro University Foundation
Notes to Financial Statements
June 30, 2016 and 2015
12. Related Party Transactions
The Foundation manages scholarship assets received from the University and Alumni
Association under an endowment custodial relationship (Note 1). These contributing
organizations did not grant the Foundation variance power (the ability to redirect the corpus)
and retained the ownership of the assets.
The Foundation receives and manages contributions from donors of assets intended for the
benefit of the University. Direct contributions of these assets are recorded on the Foundation's
records as contribution income and held in restricted net assets until the donors' requirements
have been satisfied, at which time the assets are released from restrictions and paid to the
University for various initiatives, awards, and scholarships. These gifts to the University were
$228,060 and $296,147 for the years ended June 30, 2016 and 2015, respectively.
During the years ended June 30, 2016 and 2015, the Foundation paid $541,258 and $700,008,
respectively, in indirect expenses to the University related to student housing activities.
As disclosed in Notes 5 and 10, the Foundation has entered into a ground lease agreement with
the University and has also contracted with the University to manage the operation of the
student housing facility.
See Note 15.
13. Concentration of Credit Risk
The Foundation maintains its cash and cash equivalents in bank deposit accounts, which at
times, may exceed federally insured limits. The Association has not experienced any losses in
such accounts. Management believes the Foundation is not exposed to any significant credit
risk related to its cash and cash equivalents.
14. Contingencies
The Foundation is currently a party to several actions involving a vendor and one of its
subcontractors regarding damages arising from negligent construction of a sprinkler system.
Outstanding payments are being withheld by the Foundation until the outcome of this matter has
been settled. Claims are currently pending before an arbitrator and the outcome is not expected
to materially affect the Foundation.
15. Subsequent Event
On August 25, 2016, the University committed to a refinancing of the Foundation’s Series 2008
and 2010 bonds and agreed to assume both the bonds and related student housing property by
which the bonds are secured. This advanced refunding of the bonds and transfer of property is
currently scheduled to occur on September 7, 2016. The consummation of this agreement
would result in the Series 2008 and 2010 bonds, the student housing property and all related
activities, and the trustee funds transferring to the University. The Foundation would then no
longer own and operate the student housing facilities.
27
Edinboro University Foundation
Schedule of Functional Expenses Management and General Expenses and Program Services
Years Ended June 30, 2016 and 2015
2016
Management and General Expenses
Personnel expenses
Board sponsored events
Professional fees
Investment expenses
Miscellaneous
Software and maintenance agreements
Insurance
Office supplies
Board meetings and conferences
Dues and memberships
Depreciation expense
Total management and general expenses
Program Services
Student housing facility expense
Scholarship payments
Gifts to Edinboro University
Projects and special events
Gifts to others
Advertising
Total program services
28
2015
$
264,700
50,796
30,311
10,881
16,126
8,945
1,259
2,315
5,165
842
$
216,172
82,548
52,215
29,405
15,336
5,968
1,244
4,446
3,705
2,404
633
$
391,340
$
414,076
$
14,590,614
692,104
228,340
154,961
2,120
-
$
15,300,207
615,149
296,147
5,500
250
$
15,668,139
$
16,217,253
Edinboro University Foundation
Schedule of Rental Income and Expenses Student Housing Facility
Years Ended June 30, 2016 and 2015
2016
Operating Revenues
Rental revenue
Summer rental revenue
Other revenue
$
Total operating revenues
12,451,317
379,450
28,673
2015
$
12,859,440
Operating Expenses
Depreciation
Maintenance
Indirect expenses
Utilities
Room
Salaries and benefits
Insurance
Professional fees
Bad debt (recovery) expense
Office supplies
Miscellaneous
Food supplies
Marketing and advertising
11,905,255
499,308
28,702
12,433,265
3,499,769
1,557,365
541,258
655,478
568,866
391,463
302,570
215,112
44,933
15,164
8,631
7,581
2,593
3,530,709
1,960,152
700,008
716,788
517,168
530,267
290,000
141,829
(12,964)
67,842
10,227
7,164
3,752
Total operating expenses
7,810,783
8,462,942
Operating income
5,048,657
3,970,323
(6,615,788)
118,651
74,763
10,256
(71,751)
(92,292)
(6,675,147)
41,632
12,742
503,391
(71,750)
(90,368)
(6,576,161)
(6,279,500)
Nonoperating Revenues and Expenses
Interest expense, long-term debt
Interest income, trustee held funds
Unrealized gains on investments
Insurance proceeds
Amortization of bond costs
Bond fees
Nonoperating expenses, net
$
Excess of Expenses Over Revenues
29
(1,527,504)
$
(2,309,177)
Edinboro University Foundation
Schedule of Debt Service Coverage Ratio Student Housing Facility
Years Ended June 30, 2016 and 2015
2016
$
Excess of Expenses over Revenues
Plus Non-Cash and Subordinate Items
Interest expense, long-term debt
Depreciation
Indirect expenses
Amortization of bond costs
One-time operating expenses*
Unrealized gains on investments
2015
(1,527,504)
$
6,615,788
3,499,769
541,258
71,751
500,139
(74,763)
(2,309,177)
6,675,147
3,530,709
700,008
71,750
1,076,584
(12,742)
Excess of Revenues Available for Debt Service
$
9,626,438
$
9,732,279
Annual Debt Service
2008 Bonds
2010 Bonds
$
3,877,125
4,353,663
$
3,764,874
4,315,273
Total Annual Debt Service
$
8,230,788
$
8,080,147
1.17
Debt Service Coverage Ratio
1.20
* One time operating expenses include repairs, maintenance and legal fees that were incurred
due to unexpected circumstances and not budgeted in the current year.
30
BYLAWS
OF
EDINBORO UNIVERSITY FOUNDATION
Revised: February 16, 2015
Edinboro University Foundation
BYLAWS
Revised and Approved: February 16, 2015
INDEX
Article One – Purposes, Offices, Fiscal Year, and Non-Discrimination ----------------- 1
Article Two – Notice, Waivers, and Meetings Generally ----------------------------------- 2
Article Three – Board of Directors -------------------------------------------------------------- 3
Article Four – Officers ----------------------------------------------------------------------------- 8
Article Five – Committees ------------------------------------------------------------------------ 10
Article Six – Indemnification of Directors, Officers, and Other
Authorized Representatives -------------------------------------------------------------- 12
Article Seven – Miscellaneous ------------------------------------------------------------------- 16
Article Eight – Donors’ Gifts and Directions ------------------------------------------------ 18
Article Nine – Fund Administration – Powers and Duties -------------------------------- 20
Article Ten – Distributions and Disbursements --------------------------------------------- 21
BYLAWS
OF
EDINBORO UNIVERSITY FOUNDATION
(The "Foundation")
ARTICLE ONE
PURPOSES, OFFICES, FISCAL YEAR, AND NON-DISCRIMINATION
Section 1.01 Purposes
(a)
Public Charity. The Foundation is incorporated under the Pennsylvania
Nonprofit Corporation Law of 1988 (the "Corporation Law") for the following purposes: to raise
funds for and to support Edinboro University of Pennsylvania (the "University"); to receive,
maintain, and/or borrow funds and to acquire, lease, construct, develop, and/or manage real or
personal property, or both, and, subject to the restrictions and limitations set forth in the Articles
of Incorporation (the “Articles”), to use and apply the whole or any part of such property and the
income from these funds and the principal of these funds for charitable, scientific, or educational
purposes, either directly or by contributions to organizations that qualify as exempt organizations
under Section 501(c)(3) of the Internal Revenue Code (the “Code”) and its regulations as they
now exist or as they may be amended; and to advance the objectives of the University.
(b)
No Private Inurement. No part of the net earnings of the Foundation shall
inure to the benefit of, or be distributable to, any Foundation officer, Director, or employee
thereof, except that the Foundation shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distributions in furtherance of the
purposes set forth herein. No substantial part of the activities of the Foundation shall be the
carrying on of propaganda, or otherwise attempting to influence legislation. The Foundation
shall not participate in or intervene in (including the publishing or distributing of statements) any
political campaign on behalf of any candidate for public office.
Section 1.02 Governing Authority. The Foundation shall be governed and operated in
accordance with the Corporation Law, the Articles, these Bylaws, and by the Board of Directors
(the "Board") with such policies as deemed prudent by the Board.
Section 1.03 Registered Office.
The registered office of the Foundation in
Pennsylvania shall be 210 Meadville Street, Alumni House, Edinboro, Pennsylvania 16412, until
otherwise established by an amendment of the Articles or by the Board and a record of such
change is filed with the Department of State in the manner provided by law.
Section 1.04 Other Offices. The Foundation may also have offices at such other places
within or without Pennsylvania as the Board may from time to time appoint or the business of
the Foundation may require.
Section 1.05 Fiscal Year. The fiscal year of the Foundation shall begin on the first day
of July of each year.
Section 1.06 Non-Discrimination. The Foundation endorses a non-discriminatory
policy as to its operations such that the Foundation shall operate without regard to national
origin, sex, color, age, religion, disability, organizational affiliation, or sexual orientation.
ARTICLE TWO
NOTICE, WAIVERS, AND MEETINGS GENERALLY
Section 2.01 Manner of Giving Notice. Whenever written notice is required to be
given to any person under the provisions of the Corporation Law or by the Articles or these
Bylaws, it may be given to the person either personally or by sending a copy thereof by first
class or express mail, postage prepaid, supplied by the Director of the Foundation for the purpose
of notice, by facsimile, or by electronic (email) mail. If the notice is sent by mail, it shall be
deemed to have been given to the person entitled thereto when deposited in the United States
mail or, in the case of facsimile or electronic mail, when received. A notice of the meeting shall
specify the place, day, and hour of the meeting and any other information required by any other
provision of the Corporation Law, the Articles, or these Bylaws.
Section 2.02 Notice Of Meetings of Board.
(a)
General Rule. Notice of a regular meeting of the Board need not be given.
Notice of every special meeting of the Board shall be given to each Director by telephone or in
writing at least twenty-four (24) hours (in the case of notice by telephone, facsimile, or electronic
mail) or forty-eight (48) hours (in the case of notice by express mail) or five (5) days (in the case
of notice by first class mail) before the time at which the meeting is to be held. Every such
notice shall state the time and place of the meeting. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the Board need be specified in a notice of the
meeting.
(b)
Notice of Action by Directors on Articles and/or Bylaws. In the case of a
meeting of the Board that has as one (1) of its purposes an action on the Foundation's Articles of
Incorporation ("Articles") and/or the Foundation's Bylaws (including but not limited to an
amendment, adoption, restatement, and/or repeal of the Articles and/or Bylaws), written notice
shall be given to each Director at least ten (10) business days before the time at which the
meeting is to be held. There shall be included in, or enclosed with the notice, a copy of the
proposed amendment and/or a summary of the changes to be effected thereby.
Section 2.03 Waiver of Notice.
(a)
Written Waiver. Whenever any written notice is required to be given
under the provisions of the Corporation Law, the Articles, or these Bylaws, a waiver thereof in
writing, signed by the person or persons entitled to the notice, whether before or after the time
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stated therein, shall be deemed equivalent to the giving of the notice. Except as otherwise
required by this subsection, neither the business to be transacted at, nor the purpose of, a meeting
need be specified in the waiver of notice of the meeting.
(b)
Waiver by Attendance. Attendance of a person at any meeting shall
constitute a waiver of notice of the meeting except where a person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the transaction of any business
because the meeting was not lawfully called or convened.
Section 2.04 Modification of Proposal Contained in Notice. Whenever the language
of a proposed resolution is included in a written notice of a meeting required to be given under
the provisions of the Corporation Law or the Articles or these Bylaws, the meeting considering
the resolution may without further notice adopt it with such clarifying or other amendments as do
not enlarge its original purpose.
Section 2.05 Exception to Requirement of Notice. Whenever any notice or
communication is required to be given to any person under the provisions of the Corporation
Law or by the Articles or these Bylaws or by the terms of any agreement or other instrument or
as a condition precedent to taking any corporate action and communication with that person is
then unlawful, the giving of the notice or communication to that person shall not be required.
Section 2.06 Use of Conference Telephone and Similar Equipment. One or more
persons may participate in a meeting of the Board by means of conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to this section shall constitute presence in person
at the meeting.
Section 2.07 Parliamentary Procedure. Except to the extent inconsistent with the
provisions of these Bylaws or any special rules which may from time to time be adopted by the
Board, the rules contained in the then current edition of Roberts Rules of Order shall govern the
meetings of the Board in all cases to which they are applicable
ARTICLE THREE
BOARD OF DIRECTORS
Section 3.01 Powers; Personal Liability.
(a)
General Rule. Unless otherwise provided by statute, all powers vested by
law in the Foundation shall be exercised by or under the authority of, and the business and affairs
of the Foundation shall be managed under the direction of, the Board. The Foundation shall have
no members.
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(b)
Standard of Care: Justifiable Reliance. A Director shall stand in a
fiduciary relation to the Foundation and shall perform his or her duties as a Director, including
duties as a member of any committee of the Board upon which the Director may serve, in good
faith, in a manner the Director reasonably believes to be in the best interests of the Foundation
and with such care, including reasonable inquiry, skill, and diligence, as a person of ordinary
prudence would use under similar circumstances. In performing his or her duties, a Director
shall be entitled to rely in good faith on information, opinions, reports, or statements, including
financial statements and other financial data, in each case prepared or presented by any of the
following:
(1)
One (1) or more officers or employees of the Foundation whom the
Director reasonably believes to be reliable and competent in the matters presented.
(2)
Counsel, public accountants, or other persons as to matters which
the Director reasonably believes to be within the professional or expert competence of
such person.
(3)
A committee of the Board upon which the Director does not serve,
duly designated in accordance with law, as to matters within its designated authority,
which committee the Director reasonably believes to merit confidence.
A Director shall not be considered to be acting in good faith if the Director has knowledge
concerning the matter in question that would cause his or her reliance to be unwarranted.
(c)
Consideration of Factors. In discharging the duties of their respective
positions, the Board, committees of the Board, and individual Directors may, in considering the
best interests of the Foundation, consider the effects of any action upon employees and trainees
of the Foundation and upon communities in which offices or other establishments of the
Foundation are located, and all other pertinent factors. The consideration of those factors shall
not constitute a violation of subsection (b).
(d)
Presumption. Absent breach of fiduciary duty, lack of good faith, or selfdealing, actions taken as a Director, or any failure to take any action, shall be presumed to be in
the best interests of the Foundation.
(e)
Personal Liability of Directors.
(1)
A Director shall not be personally liable, as such, for monetary
damages for any action taken, or any failure to take any action, unless:
(i)
the Director has breached or failed to perform the duties of
his or her office under this section; and
(ii)
the breach or failure to perform constitutes self-dealing,
willful misconduct, or recklessness.
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(2)
The provisions of paragraph (1) shall not apply to the
responsibility or liability of a Director pursuant to any criminal statute, or the liability of
a Director for the payment of taxes pursuant to local, state, or federal law.
(3)
The Foundation will enter into a transaction with an interested
person only if at least two-thirds (2/3) of the Directors then serving approve the
transaction as being fair to and in the best interests of the Foundation.
(f)
Notation of Dissent. A Director who is present at a meeting of the Board,
or of a committee of the Board, at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his or her dissent is entered in the minutes
of the meeting or unless the Director files a written dissent to the action with the secretary of the
meeting before the adjournment thereof or transmits the dissent in writing to the Secretary of the
Foundation immediately after the adjournment of the meeting. The right to dissent shall not
apply to a Director who voted in favor of the action. Nothing in this section shall bar a Director
from asserting that minutes of the meeting incorrectly omitted his or her dissent if, promptly
upon receipt of a copy of such minutes, the Director notifies the Secretary of the Foundation, in
writing, of the asserted omission or inaccuracy.
Section 3.02 Election of Directors. The initial Directors shall be elected by the
Incorporators. Thereafter, the Directors shall be elected by the current Board at its annual
meeting following the presentation of a report by the Governance Committee and nominations
for election having been made by current members of the Board.
Section 3.03 Number, Term of Office, and Resignation.
(a)
Number. The Board shall consist of no less than five (5) voting Directors
and no more than twenty (20) voting Directors.
(b)
Qualifications. Each Director of the Foundation shall be a natural person
at least eighteen (18) years of age who need not be a resident of Pennsylvania. In addition, at
least three (3) members of the Board shall be citizens at large who are not affiliated by reason of
employment with either a governmental agency or educational institution. One (1) non-voting
Director shall be nominated by the Council of Trustees of the University and one (1) voting
Director shall be nominated from a slate of three (3) individuals proposed by the Edinboro
University of Pennsylvania Alumni Association, each to serve as liaison between the appointing
body and the Foundation.
(c)
Term of Office. Except as otherwise provided herein, each Director may
hold office for a maximum of three (3) sequential three (3) year terms or until his or her earlier
death, resignation, or removal; provided, further, that the appointed Directors nominated by the
Council of Trustees and the Alumni Association shall not be subject to such limitation but shall
serve at the pleasure of the appointing body; and provided, further, that any Director may be
invited to rejoin the Board after at least one (1) year’s absence from the Board, and may
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thereafter hold office again for a maximum of three (3) sequential three (3) year terms; and
provided, further, that, by majority vote of the remaining members of the Board, the requirement
of one (1) year’s absence may be waived in the case of a Director whose absence would, in the
judgment of such remaining members, be detrimental to the interests of the Foundation by reason
of such Director’s leadership role in one or more ongoing projects of the Foundation. A decrease
in the number of Directors shall not have the effect of shortening the term of any incumbent
Director.
(d)
Resignation. Any Director may resign at any time upon written notice to
the Foundation. The resignation shall be effective upon receipt thereof by the Foundation or at
such subsequent time as shall be specified in the notice of resignation.
(e)
Leaves of Absence. Any Director may request a leave of absence. At the
discretion of the other Directors of the Board, the Board may grant the leave and permit the
Director to return to Board service if the leave of absence expires before completion of his or her
term on the Board. If the leave will extend beyond the expiration date of the Director’s term, the
Board may treat the Director’s position as vacant and replace the Director pursuant to
Section 3.04. The Board may consider the Director for a subsequent term in accordance with
Section 3.03(c) above.
Section 3.04 Vacancies.
(a)
General Rule. Vacancies in the Board, including vacancies resulting from
an increase in the number of Directors, may be filled by a majority vote of the remaining
members of the Board though less than a quorum, or by a sole remaining Director, and each
person so selected shall be a Director to serve for the balance of the unexpired term, and until a
successor has been selected and qualified or until his or her earlier death, resignation, or removal.
(b)
Action by Resigned Directors. When one (1) or more Directors resign
from the Board effective at a future date, the Directors then in office, including those who have so
resigned, shall have power by the applicable vote to fill the vacancies, the vote thereon to take
effect when the resignations become effective.
Section 3.05 Removal of Directors. Any Director may be removed with or without
cause by the affirmative vote of three-quarters (3/4) of the Directors then in office. Such vote
shall be taken at a meeting called for such purpose. All Directors shall be given written notice of
the time and place of the meeting at which the removal vote will be taken at least ten (10) days
before such meeting, and the Director whose removal has been proposed shall be given an
opportunity to present information to the Board before or at such meeting.
Section 3.06 Place of Meetings. Meetings of the Board may be held at such place
within or without Pennsylvania as the Board may from time to time appoint or as may be
designated in the notice of the meeting.
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Section 3.07 Organization of Meetings. At every meeting of the Board, the Chair, or,
in the case of a vacancy in the office or absence of the Chair, the Vice Chair, or, in the case of a
vacancy in the office or absence of both the Chair and the Vice Chair, the Secretary, shall act as
Chair of the meeting.
Section 3.08 Regular Meetings. At least four (4) regular meetings of the Board shall
be held at such time during each fiscal year and at such place as shall be designated from time to
time by resolution of the Board. One (1) of such regular meetings shall be designated by
resolution of the Board as the Foundation's annual meeting.
Section 3.09 Special Meetings. Special meetings of the Board shall be held whenever
called by the Chair or by two (2) or more of the Directors.
Section 3.10 Quorum of and Action by Directors.
(a)
General Rule. A majority of the voting Directors in office of the
Foundation shall be necessary to constitute a quorum for the transaction of business, and the acts
of a majority of the Directors present and voting at a meeting at which a quorum is present shall
be the acts of the Board.
(b)
Action by Written Consent. Any action required or permitted to be taken
at a meeting of the Directors may be taken without a meeting if, prior or subsequent to the action,
consent or consents thereto by all of the Directors in office is filed with the Secretary of the
Foundation.
Section 3.11 Compensation.
The Board shall serve as Directors without
compensation, although a Director may be reimbursed for expenses, which have been approved
by the Board. In addition, a Director may be a salaried officer of the Foundation.
Section 3.12 Attendance. Prior to a meeting of the Board, a Director shall notify the
Chair, or his or her designee, if he or she is unable to attend. Failure to notify the Chair of his or
her absence a reasonable time prior to a meeting will be an unreported absence for purposes of
this Section 3.12. If a Director has two (2) unreported absences of a regularly scheduled meeting
of the Board during the span of the fiscal year, he or she shall be deemed to have resigned from
the Board and shall be so notified in writing, unless the Board in its sole and absolute discretion
determines this Section 3.12 should not apply.
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ARTICLE FOUR
OFFICERS
Section 4.01 Officers Generally.
(a)
Number, Qualifications, and Designation. The officers of the Foundation
shall be a Chair, Vice Chair, Secretary, Treasurer, and such other officers as may be elected in
accordance with the provisions of Section 4.03. The Chair, Vice Chair, Secretary, and Treasurer
shall be voting Directors of the Foundation. Any number of offices may be held by the same
person. Employees of the University may not violate the Commonwealth of Pennsylvania
Adverse Interest Laws and, therefore, may not serve as a voting Director and may not
execute/sign checks or legal contracts on behalf of the Foundation and its Board.
(b)
Resignations. Any officer may resign at any time upon written notice to
the Foundation. The resignation shall be effective upon receipt thereof by the Foundation or at
such subsequent time as may be specified in the notice of resignation.
(c)
Bonding. The Foundation may secure the fidelity of any or all of its
officers by bond or otherwise.
(d)
Standard of Care. Except as otherwise provided in the Articles, an officer
shall perform his or her duties as an officer in good faith in a manner he or she reasonably
believes to be in the best interests of the Foundation and with such care, including reasonable
inquiry, skill, and diligence, as a person of ordinary prudence would use under similar
circumstances. A person who so performs his or her duties shall not be liable by reason of
having been an officer of the Foundation.
Section 4.02 Election and Term of Office. The officers of the Foundation, except the
Chair and those elected by delegated authority pursuant to Section 4.03, shall be elected every
other year by the Board, and each such officer shall hold office for a term of two (2) years and
until a successor has been elected and qualified or until his or her earlier death, resignation, or
removal.
Section 4.03 Subordinate Officers, Committees, and Agents. The Board may from
time to time elect such other officers and appoint such committees, employees, or other agents as
the business of the Foundation may require, including one or more assistant secretaries and one
or more assistant treasurers, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these Bylaws or as the Board may from time to time
determine. The Board may delegate to any officer or committee the power to elect subordinate
officers and to retain or appoint employees or other agents or committees thereof and to
prescribe the authority and duties of such subordinate officers, committees, employees, or other
agents.
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Section 4.04 Removal of Officers and Agents. Any officer or agent of the Foundation
may be removed by the Board with or without cause. The removal shall be without prejudice to
the contract rights, if any, of any person so removed. Election or appointment of an officer or
agent shall not of itself create contract rights.
Section 4.05 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification, or any other cause shall be filled by the Board or by the officer or
committee to which the power to fill such office has been delegated pursuant to Section 4.03, as
the case may be, and if the office is one for which these Bylaws prescribe a term shall be filled
for the unexpired portion of the term.
Section 4.06 Authority. All officers of the Foundation, as between themselves and the
Foundation, shall have such authority and perform such duties in the management of the
Foundation as may be provided by or pursuant to resolutions or orders of the Board or in the
absence of controlling provisions in the resolutions or orders of the Board, as may be determined
by or pursuant to these Bylaws.
Section 4.07 The Chair. The Chair of the Board shall preside at all meetings of the
Board, serve as Chair of the Executive Committee, and perform such other duties as may from
time to time be requested by the Board.
Section 4.08 The Vice Chair. The Vice Chair also shall be the Chair-Elect. The Vice
Chair shall assume the office of the Chair of the Board at the expiration of the term of the
incumbent Chair. In addition, in the absence of the Chair, the Vice Chair shall preside at all
meetings of the Board, serve as Chair of the Executive Committee, and perform such other duties
as may from time to time be requested by the Board.
Section 4.09 The Secretary. The Secretary or an Assistant Secretary shall record (i) all
the votes of the Directors; (ii) the minutes of the meetings of the Board; and (iii) the minutes
generated by the committees of the Board, in a book or books to be kept for that purpose. The
Secretary shall see that notices are given and records and reports properly kept and filed by the
Foundation as required by law. Further, the Secretary shall perform all duties incident to the
Office of Secretary and such other duties as may from time to time be assigned by the Board.
Section 4.10 The Treasurer. The Treasurer or an Assistant Treasurer shall have or
provide for the custody of the funds or other property of the Foundation; shall collect and receive
or provide for the collection and receipt of moneys earned by or in any manner due to or received
by the Foundation; shall deposit or provide for the deposit of all funds in his or her custody as
Treasurer in such banks or other places of deposit as the Board may from time to time designate;
shall, whenever so required by the Board, render an account showing all transactions as
Treasurer and the financial condition of the Foundation; and, in general, shall discharge such
other duties as may from time to time be assigned by the Board.
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ARTICLE FIVE
COMMITTEES
Section 5.01 Committees Generally.
(a)
Establishment and Powers. The Board may, by resolution adopted by a
majority of the Directors in office, establish one (1) or more committees to consist of one (1) or
more Directors of the Foundation. Each committee may include non-Directors as voting
committee members who may be appointed by the Foundation Chair, the Board, and/or by the
committee Chair. Any committee, to the extent provided in the resolution of the Board, shall
have and may exercise all of the powers and authority of the Board, except that a committee shall
not have any power or authority as to the following:
(1)
The creation or filling vacancies in the Board.
(2)
The adoption, amendment, or repeal of these Bylaws.
(3)
The amendment or repeal of any resolution of the Board that by its
terms is amendable or repealable only by the Board.
(4)
Action on matters committed by a resolution of the Board to
another committee of the Board.
(b)
Alternate Committee Members. The Board Chair may designate one (1)
or more persons as alternate members of any committee who may replace any absent or
disqualified member at any meeting of the committee for the purposes of any written action by
the committee. In the absence or disqualification of a member and alternate member or members
of a committee, the member or members thereof present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously appoint another person to act at
the meeting in the place of the absent or disqualified member.
Board.
(c)
Term. Each committee of the Board shall serve at the pleasure of the
(d)
Committee Procedures. The term "Board of Directors" or "Board” when
used in any provision of these Bylaws relating to the organization or procedures of or the manner
of taking action by the Board shall be construed to include and refer to the Executive Committee
or any other committee of the Board.
(e)
Appointment of Committee Chairs and Committee Members. Except for
the Executive Committee, the Board Chair shall appoint committee Chairs and, in consultation
with the committee Chair, the members of each committee. Committee Chairs must be Directors
of the Foundation. Committee Chairs and members shall serve concurrent terms with Board
officers.
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(f)
Minutes. Each committee of the Board shall generate its own minutes and
records and deliver them to the Secretary or Assistant Secretary.
Section 5.02 Executive Committee.
The Foundation shall have an Executive
Committee consisting of the following persons: Chair, Vice Chair, Secretary, Treasurer, Chairs
of all standing committees, and the prior Board Chair. The Executive Committee shall supervise
and annually review the performance of the Foundation's Executive Director, and shall make
recommendations to the Board concerning salary. The Executive Committee shall have the
power to act for the Board on matters arising in the regular course of business and between
regular meetings of the Board, in accordance with these Bylaws; provided, however, that such
authority shall not extend to those matters described in Section 5.01(a). At least four (4) regular
meetings of the Executive Committee shall be held at such time during each fiscal year and at
such place as shall be designated from time to time by the Executive Committee.
Section 5.03 Finance Committee. The Foundation shall have a Finance Committee
consisting of a Treasurer and other persons having experience in financial, budgeting, and/or
audit functions. The Finance Committee shall function as the fact-finding committee to advise
the Board on the Foundation's finances and expenditures. The Finance Committee shall present
financial reports to the Board and shall be responsible for the initial preparation of the
Foundation's annual budget for presentation to the Board for consideration. The Finance
Committee shall also arrange for an annual audit of the Foundation's books and accounts by an
independent accountant.
Section 5.04 Investment Committee. The Foundation shall have an Investment
Committee consisting of persons having experience in investment matters. The Investment
Committee shall oversee the management of the Foundation’s investment portfolio and shall
make recommendations to the Board concerning the spending rate on the Foundation’s invested
funds.
Section 5.05 Development Committee. The Foundation shall have a Development
Committee consisting of persons interested in establishing positive relationships with donors and
friends of the Foundation and University. The Committee shall: (i) assist the University in
making contribution and grant proposals; (ii) identify prospective donors and friends of the
Foundation and University; (iii) develop endowment building and planned gifting strategies for
the Foundation; and (iv) increase community awareness of the Foundation and University.
Section 5.06 Housing Committee. The Foundation shall have a Housing Committee
consisting of individuals interested and knowledgeable in the oversight of real property and
improvements that may be owned, developed, and/or managed by the Foundation. Such property
includes, but is not limited to, student housing (dormitories), office space, storage space,
commercial and non-commercial real estate, and the tangible personal property devoted to real
estate-related assets. The Housing Committee shall oversee the management of such property
interests and shall make recommendations to the Board concerning the properties.
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Section 5.07 Governance Committee. The Foundation shall have a Governance
Committee which shall be responsible for the following:
(a)
The Governance Committee shall cultivate, recruit and orient new Board
members and evaluate the operations of the Board to ensure that the Board is operating in an
effective manner and fulfilling its fiduciary responsibility. The Governance Committee shall
research prospective new Directors and Officers, and make recommendations to the Board of a
slate of Officers and/or Directors whenever vacancies may occur.
(b)
The Governance Committee shall be responsible for the review of the
Foundation's Articles and/or Bylaws. In accordance with the notification provisions of Section
2.2(b) of Article Two, the Governance Committee shall make recommendations to the Board for
any proposed amendment to the Foundation's Article and/or Bylaws. The Committee shall also
review and respond to any questions and suggested changes to the Articles and/or Bylaws made
by the Board or by any of the Foundation's other committees.
Section 5.08 Other Committees. The Chair may from time to time appoint such other
committees of the Board as the Chair deems appropriate. Such committees shall be strictly
advisory in nature and shall have no power or authority to act on behalf of the Foundation,
except to the extent that such powers and authority have been specifically delegated to the
committee by resolution of the Board.
ARTICLE SIX
INDEMNIFICATION OF DIRECTORS, OFFICERS,
AND OTHER AUTHORIZED REPRESENTATIVES
Section 6.01 Scope of Indemnification.
(a)
General Rule.
The Foundation shall indemnify an indemnified
representative against any liability incurred in connection with any proceeding in which the
indemnified representative may be involved as a party or otherwise by reason of the fact that
such person is or was serving in an indemnified capacity, including without limitation, liabilities
resulting from any actual or alleged breach or neglect of duty, error, misstatement or misleading
statement, negligence, gross negligence, or act giving rise to strict liability or products liability,
except:
law;
(1)
where such indemnification is expressly prohibited by applicable
(2)
where the conduct of the indemnified representative has been
finally determined by a court:
meaning
(i)
of 15
to constitute willful misconduct or recklessness within the
Pa. C.S. Sections 13(b) and 1746(b) and 42 Pa.
- 12 -
C.S. Section 8365(b) or any superseding provision of law sufficient in the
circumstances to bar indemnification against liabilities arising from the conduct;
or
(ii)
to be based upon or attributable to the receipt by the
indemnified representative from the Foundation of a personal benefit to which the
indemnified representative is not legally entitled; or
(3)
to the extent such indemnification has been finally determined in a
final adjudication to be otherwise unlawful.
(b)
Partial Payment. If an indemnified representative is entitled to
indemnification in respect of a portion, but not all, of any liabilities to which such person may be
subject, the Foundation shall indemnify such indemnified representative to the maximum extent
for such portion of the liabilities.
(c)
Presumption. The termination of a proceeding by judgment, order,
settlement, or conviction or upon a plea of nolo contendere shall not of itself create a
presumption that the indemnified representative is not entitled to indemnification.
(d)
Definitions. For purposes of this Article:
(1)
"indemnified capacity" means any and all past, present, and future
service by an indemnified representative in one or more capacities as a Director,
officer, employee, or agent of the Foundation, or, at the request of the Foundation,
as a Director, officer, employee, agent, fiduciary, or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan, or other
entity or enterprise;
(2)
"indemnified representative" means any and all Directors and
officers of the Foundation and any other person designated as an indemnified
representative by the Board (which may, but need not, include any person serving
at the request of the Foundation as a Director, officer, employee, agent, fiduciary,
or trustee of another corporation, partnership, joint venture, trust, employee
benefit plan, or other entity or enterprise);
(3)
"liability" means any damage, judgment, amount paid in
settlement, fine, penalty, punitive damages, excise tax assessed with respect to an
employee benefit plan, or cost or expense of any nature (including, without
limitation, attorney fees and disbursements); and
(4)
"proceeding" means any threatened, pending or completed action,
suit, appeal, or other proceeding of any nature, whether civil, criminal,
administrative, or investigative, whether formal or informal, and whether brought
by or in the right of the Foundation, a class of its security holders, or otherwise.
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Section 6.02 Power to Purchase Insurance. The Foundation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a representative of the
corporation against any liability asserted against him or her and incurred by him or her in any
such capacity, or arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him against that liability.
Section 6.03 Proceedings
Initiated
by
Indemnified
Representatives.
Notwithstanding any other provision of this Article, the Foundation shall not indemnify under
this Article an indemnified representative for any liability incurred in a proceeding initiated
(which shall not be deemed to include counter-claims or affirmative defenses) or participated in
as an intervener or amicus curiae by the person seeking indemnification unless such initiation of
or participation in the proceeding is authorized, either before or after its commencement, by the
affirmative vote of a majority of the Directors in office. This section does not apply to
reimbursement of expenses incurred in successfully prosecuting or defending the rights of an
indemnified representative granted by or pursuant to this Article.
Section 6.04 Advancing Expenses. The Foundation shall pay the expenses (including
attorney fees and disbursements; subject, however, to Section 6.06) incurred in good faith by an
indemnified representative in advance of the final disposition of a proceeding described in
Section 6.01 or the initiation of or participation in which is authorized pursuant to Section 6.02
upon receipt of an undertaking by or on behalf of the indemnified representative to repay the
amount if it is ultimately determined by a court that such person is not entitled to be indemnified
by the Foundation pursuant to this Article. The financial ability of an indemnified representative
to repay an advance shall not be a prerequisite to the making of such advance.
Section 6.05 Payment of Indemnification. An indemnified representative shall be
entitled to indemnification within thirty (30) days after a written request for indemnification has
been delivered to the Secretary of the Foundation; subject, however, to Section 6.06.
Section 6.06 Procedure. As soon as practicable after receipt by an indemnified
representative of notice of the commencement of any action, suit, or proceeding specified in this
Article, the indemnified representative shall, if a claim with respect thereto may be made against
the Foundation under this Article, notify the Foundation in writing of the commencement or
threat thereof; however, the omission so to notify the Foundation shall not relieve the Foundation
from any liability under this Article unless the Foundation shall have been prejudiced thereby or
from any other liability which it may have to the indemnified representative other than under this
Article. With respect to any such action as to which the indemnified representative notifies the
Foundation of the commencement or threat thereof, the Foundation may participate therein at its
own expense and, except as otherwise provided below, to the extent that it desires, the
Foundation, jointly with any other indemnifying party similarly notified, shall be entitled to
assume the defense thereof with counsel selected by the Foundation to the reasonable satisfaction
of the indemnified representative. After notice from the Foundation to the indemnified
representative of its election to assume the defense thereof, the Foundation shall not be liable to
the indemnified representative under this Article for any legal or other expenses subsequently
- 14 -
incurred by the indemnified representative in connection with the defense thereof other than as
otherwise provided below. The indemnified representative shall have the right to employ his or
her own counsel in such action, but the fees and expenses of such counsel incurred after notice
from the Foundation of its assumption of the defense thereof shall be at the expense of the
indemnified representative unless: (i) the employment of counsel by the indemnified
representative shall have been authorized by the Foundation; (ii) the indemnified representative
shall have reasonably concluded that there may be a conflict of interest between the Foundation
and the indemnified representative in the conduct of the defense of such proceeding; or (iii) the
Foundation shall not in fact have employed counsel to assume the defense of such action. The
Foundation shall not be entitled to assume the defense of any proceeding brought by or on behalf
of the Foundation or as to which the indemnified representative shall have reasonably concluded
that there may be a conflict of interest.
Section 6.07 Contribution. If the indemnification provided for in this Article or
otherwise is unavailable for any reason in respect of any liability or portion thereof, the
Foundation shall contribute to the liabilities to which the indemnified representative may be
subject in such proportion as is appropriate to reflect the intent of this Article or otherwise.
Section 6.08 Mandatory Indemnification of Directors, Officers, etc. To the extent
that an authorized representative of the Foundation has been successful on the merits or
otherwise in defense of any action or proceeding referred to in 15 Pa. C.S. Sections 1741 or 1742
or in defense of any claim, issue, or matter therein, such person shall be indemnified against
expenses (including attorney fees and disbursements) actually and reasonably incurred by such
person in connection therewith.
Section 6.09 Contract Rights; Amendment or Repeal. All rights under this Article
shall be deemed a contract between the Foundation and the indemnified representative pursuant
to which the Foundation and each indemnified representative intend to be legally bound. Any
repeal, amendment, or modification hereof shall be prospective only and shall not affect any
rights or obligations then existing.
Section 6.10 Scope of Article. The rights granted by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification, contribution, or
advancement of expenses may be entitled under any statute, agreement, vote of shareholders or
disinterested Directors or otherwise both as to action in an indemnified capacity and as to action
in any other capacity. The indemnification, contribution, and advancement of expenses provided
by or granted pursuant to this Article shall continue as to a person who has ceased to be an
indemnified representative in respect of matters arising prior to such time, and shall inure to the
benefit of the heirs, executors, administrators, and personal representatives of such a person.
Section 6.11 Reliance on Provisions. Each person who shall act as an indemnified
representative of the Foundation shall be deemed to be doing so in reliance upon the rights
provided by this Article.
- 15 -
Section 6.12 Interpretation. The provisions of this Article are intended to constitute
bylaws authorized by 15 Pa. C.S. Sections 513 and 1746 and 42 Pa. C.S. Section 8365.
ARTICLE SEVEN
MISCELLANEOUS
Section 7.01 Checks. All checks, notes, bills of exchange, or other orders in writing
shall be signed by such person or persons as the Board may from time to time designate.
Section 7.02 Contracts.
(a)
General Rule. The Board may authorize the delivery of any instrument on
behalf of the Foundation, and such authority may be general or confined to specific instances.
(b)
Statutory Form of Execution of Instruments. Any note, mortgage,
evidence of indebtedness, contract or other document, or any assignment or endorsement thereof,
executed or entered into between the Foundation and any other person, when signed by one or
more officers or agents having actual or apparent authority to sign it, or by the Chair or Vice
Chair and Secretary or Treasurer of the Foundation, shall be held to have been properly executed
for and on behalf of the Foundation, without prejudice to the rights of the Foundation against any
person who shall have executed the instrument in excess of his or her actual authority.
Section 7.03 Interested Party Transactions. The Foundation recognizes that the
skills, talents, and relationships of its officers and members of its Board are among its richest
assets. The Foundation also is aware that acquiring goods or services from, or engaging in
transactions with, its officers, Directors, members of their families or entities in which they have
a financial interest or with which they are affiliated (such persons and entities are referred to
collectively as “Interested Parties”) may create an appearance of impropriety. In order to protect
the Foundation against any improper appearance, the Foundation will restrict its business
dealings with Interested Parties as follows:
(a)
The Foundation may acquire goods or services from, or otherwise transact
business with, an Interested Party if the Board determines in its judgment that the goods or
services provided to the Foundation are, or the transaction is, on terms no less advantageous to
the Foundation than the terms that are available to the Foundation from third parties. Moreover,
the Foundation anticipates that any such acquisition may be on terms that are more advantageous
to the Foundation than those generally extended by third parties. If an Interested Party offers
terms which are as advantageous to the Foundation as terms offered by another vendor, the
Foundation may, but shall not be required to, consider other benefits derived by it from the
Interested Party (e.g., past or anticipated services rendered or financial support) in selecting
between otherwise equally desirable vendors.
- 16 -
(b)
Whenever the Foundation is considering acquiring goods or services from,
or entering into a transaction with, an Interested Party, the details that create the Interested Party
relationship shall be disclosed to the Foundation in writing to the Board.
(c)
The Foundation shall enter into a transaction with an Interested Party (an
“Interested Party Transaction”) only if the Board is made aware of the information referred to in
Subsection 7.03 (b) and the majority of the Directors then serving approve the transaction as
being fair to and in the best interests of the Foundation. Additionally, the Executive Committee
shall have the authority to act for the Board in granting the approval contemplated by this
paragraph. For purposes of the preceding two sentences, any Director or Executive Committee
member who is (or has an interest in or is related to) the Interested Party that is a party to a
proposed transaction shall not be considered a Director or Executive Committee member then
serving (including, without limitation, for the purpose of determining a quorum), shall not
participate in the vote on the transaction, and shall not attend any meeting while approval of the
transaction is considered. Notwithstanding the foregoing, however, prior approval by the Board
shall not be required if (a) emergency circumstances make such approval impractical (in which
event the transaction shall be reported to the Board promptly after the fact), or (b) if the
transaction falls below a de minimis threshold established by the Board.
(d)
The Board (or a committee established by the Board) may:
(1)
Develop procedures and guidelines (collectively called “Policies”)
regarding Interested Party Transactions;
(2)
Monitor transactions with Interested Parties; and
(3)
Establish such criteria as it may deem appropriate for de minimis
transactions that need not be approved hereunder.
Section 7.04 Deposits. All funds of the Foundation shall be deposited from time to
time to the credit of the Foundation in such banks, trust companies, or other depositories as the
Board may approve or designate, and all such funds shall be withdrawn only upon checks signed
by such one or more officers or employees as the Board shall from time to time determine.
Section 7.05 Corporate Records. The Foundation shall keep complete and accurate
books and records of account and minutes of the proceedings of the Directors. Any books,
minutes, or other records may be in written form or any other form capable of being converted
into written form within a reasonable time.
Section 7.06 Financial Reports. The Foundation shall prepare annual financial
statements, which may be consolidated, including at least a balance sheet as of the end of each
fiscal year and a statement of income and expenses for the fiscal year. The financial statements
shall be prepared on the basis of generally accepted accounting principles, shall be audited by a
public accountant, and shall be accompanied by the report of the accountant.
- 17 -
Section 7.07 Incidental Profits. Whenever the lawful activities of the Foundation
involve among other things the charging of fees or prices for its services or products, it shall
have the right to receive such income, and, in so doing, may make in incidental profit. All such
incidental profits shall be applied to the maintenance and operation of the lawful activities of the
Foundation, and in no case shall be divided or distributed in any manner whatsoever among the
Directors or Officers of the Foundation, except as otherwise permitted by law.
Section 7.08 Amendment of Bylaws. These Bylaws may be amended or repealed, or
new Bylaws may be adopted, by vote of a majority of the Board at any duly organized annual or
special meeting of the Board called in accordance with the notification requirements as set forth
in Section 2.02(b) of these Bylaws. Any change to the Foundation's Bylaws shall take effect
when adopted unless otherwise provided in the resolution effecting the change.
Section 7.09 Dissolution. Upon dissolution of the Foundation or the winding up of its
affairs, the assets of the Foundation shall be distributed exclusively to the University unless the
University has been closed. If the University is closed, then Foundation assets shall be
distributed to charitable, religious, scientific, testing for public safety, literary, or educational
organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal
Revenue Code and its regulations as they now exist or may be amended.
ARTICLE EIGHT
DONORS' GIFTS AND DIRECTIONS
Section 8.01 General Rule. Donors may make gifts to or for the use of the Foundation
by naming or otherwise identifying the Foundation as a recipient or as trustee. The Board may,
as necessary, designate one or more financial institutions to hold and administer all donor gifts.
The Board shall also establish the appropriate gift acceptance policies and coordination with
University policies.
Section 8.02 Governing Instruments. Each donor, by making a gift to or for the use
of the Foundation, accepts and agrees to all the terms of these Bylaws and Articles of
Incorporation and provides that the gift shall be subject to the provisions for presumption of
donors' intent, for variance from donors' direction and for amendments and termination, and to
all other terms of the Articles of Incorporation and Bylaws.
Section 8.03 Remainder Interests. If a gift is made to the Foundation in trust to make
income or other payments for a period of a life or lives or other period to any individuals or for
non-charitable purposes, followed by payments to or for the use of the Foundation, or in trust to
make income or other payments to or for the use of the Foundation, followed by payments to any
individuals or for non-charitable purposes, only the payments to or for the use of the Foundation
shall be regarded as Foundation funds subject to these Bylaws and only when the Foundation
becomes entitled to their use, but the Board may take such actions as it from time to time deems
necessary to protect the Foundation's rights to receive such payments.
- 18 -
Section 8.04 Donor Direction. Any donor may, with respect to any gift of Ten
Thousand Dollars ($10,000) or more, give directions to: (a) particular purposes of the University
to be supported, (b) manner of distribution including amounts, times, and conditions of payments
and whether from principal or income, (e) a name as a memorial or otherwise for a fund given, or
addition to a fund previously held, or anonymity for the gift, and (d) reasonable limits on or
additions to investment or administrative powers of the Foundation. All such directions by
donors shall be followed except as may be contrary to these Bylaws, Board policies, and the
charitable purposes of the Foundation.
Section 8.05 Commingle Funds Memorials. No gift shall be required to be separately
invested or held unless it is necessary in order to follow any other direction by the donor as to
purpose, investment, or administration, or in order to prevent tax disqualification, or is required
by law. Directions for naming a fund as a memorial or otherwise may be satisfied by keeping
under such name accounts reflecting appropriately the interest of such fund in each common
investment.
Section 8.06 Rejection of Gifts. Each fund of the Foundation shall be presumed to be
intended: (a) to be used only for charitable purposes, (b) to be productive of a reasonable return
of net income which is to be distributed at least annually or if accumulated is to be accumulated
only in a reasonable amount and for a reasonable period for a charitable purpose or purposes, and
(c) to be used only for such of those purposes and in such manner as not to disqualify the gift
from deduction as a charitable contribution, gift, or bequest in computing any federal income,
gift, or estate tax of the donor or the donor's estate and not to disqualify the Foundation from
exemption from federal income tax as a qualified charitable organization and shall not be
otherwise applied. If a direction by the donor, however expressed, would, if followed, result in
use contrary to the intent so presumed, or if the Board is advised by counsel that there is a
substantial risk of such result, the direction shall not be followed, but shall be varied by the
Board so far as necessary to avoid such result, except that if the donor has clearly stated that
compliance with the direction is a condition of such gift, then the gift shall not be accepted in
case of such advice unless an appropriate judicial or administrative body first determines that the
condition and direction need not be followed. Reasonable charges and expenses of counsel for
such advice and proceedings shall be proper expenses of the Foundation.
Section 8.07 Changed Circumstances. Whenever the Board decides that conditions or
circumstances are such or have so changed since a direction by the donor as to purpose, or as to
manner of distribution or use, that literal compliance with the direction is unnecessary,
undesirable, impractical, or impossible, or the direction is not consistent with the Foundation
primarily serving effectively the needs of the University, it may, by affirmative vote of at least
two-thirds (2/3) of its Directors order such variance from the direction and such application of
the whole or any part of the principal or income of the fund to other charitable purposes as in its
judgment will then more effectively serve such needs (subject to such approvals, if any, as may
be required under law). Whenever the Board decides that a donor's direction as to investment or
administration has, because of changed circumstances or conditions or experience, proved
impractical or unreasonably onerous and impedes effectual serving of such needs, the Board may
- 19 -
order variance from such direction to such extent as in its judgment is necessary, subject to such
approval, if any, as may be required under law.
ARTICLE NINE
FUND ADMINISTRATION - POWERS AND DUTIES
Section 9.01 General Rule. Gifts to or for the use of the Foundation shall, upon
acceptance and receipt, vest in the Foundation. The investment, reinvestment, and disposition of
such gifts shall be subject to the direction and control of the Board as set forth in these Bylaws
and the Foundation’s policies as same may be amended from time to time.
Section 9.02 Validity of Gift. The Foundation shall not be responsible for the validity
of any gift received. If a donor's direction would, if followed, result in use contrary to the intent
presumed by these Bylaws, or if the Foundation is advised by counsel that there is a substantial
risk of such result, the Foundation may decline to accept the gift until a determination is obtained
as provided in these Bylaws or the direction is varied as provided herein.
Section 9.03 Powers. Solely for the purpose of carrying out the charitable purposes of
the Foundation, the Foundation and the Board shall have, in addition to all nonprofit corporate
powers under the Corporation Law and other powers granted by the Articles or these Bylaws or
by donors' directions, but subject to limitations expressly provided by donors' directions and
provisions or other provisions hereof, the following discretionary powers with respect to
property received and/or each fund held or established by or for the Foundation:
(a)
Investment and Reinvestment. To retain property in the form and
condition in which it is received, to invest and reinvest from time to time in any securities,
obligations, or other property of any kind it may deem advisable, including any common fund,
trust, or account(s) maintained by it;
(b)
Disposition of Property. To sell, lease for any period, convey, transfer,
exchange, deliver, and dispose of all or any part of the assets of any fund, and make contracts
concerning any such assets, all at such prices, for such terms as to credit and otherwise, and
whether by public auction or private negotiation, as it deems best;
(c)
Voting. To vote or refrain from voting any corporate or other securities;
to give proxies; to exercise or sell subscription rights and pay security assessments; to consent to
extension or renewal or refunding of obligations and liens or security therefore; to hold property
in its name or the name of a nominee without disclosing the interest of the Foundation except in
its accounting; to participate in reorganizations, mergers, consolidations, foreclosures, and
liquidations, and to join with other security holders in delegating authority to, depositing
securities with, and acting through committees, depositories, voting trustees, and the like and
receive and hold securities or property thereby received; and to settle, compromise, contest,
prosecute, or abandon claims in favor of or against any Foundation assets, all as it deems best;
- 20 -
(d)
Allocation. To allocate receipts and disbursements to principal or income
in accordance with reasonable accounting principles;
(e)
Management. To execute and deliver receipts, bills of sale, conveyances,
assignments, transfers, powers of attorney, contracts, releases, deeds of trust, mortgages, and
other instruments incident to any transaction; and
(f)
Selection of Agents. To employ attorneys and agents and special
assistance as needed, and retain and pay reasonable compensation for services and expenses
thereof, and to pay such compensation as is fair, reasonable, and customary at the time, and as
may be established from time to time by advance written agreements with the Board, and to
charge all such amounts in equitable proportions to the funds held by the Foundation.
Section 9.04 Third Party Reliance. No one dealing with the Foundation need inquire
concerning the validity of anything the Foundation purports to do, nor see to the application of
anything paid or transferred to or upon order of the Foundation and anyone dealing with the
Foundation with respect to any asset of any fund may rely without inquiry upon the authority of
the Foundation in any action it purports to take, and upon a certificate by any executive officer of
the Foundation with respect to any fact pertinent to any fund or funds, asset, or administration.
Section 9.05 Board as Fiduciary. The Foundation and its Board shall serve in a
fiduciary capacity and shall refrain from exercising any powers in such manner as to disqualify
the Foundation from federal income tax exemption as a qualified charitable organization or any
gift from deduction as a charitable contribution, gift, or bequest in computing federal income,
gift, or estate tax of the donor or an estate.
ARTICLE TEN
DISTRIBUTIONS AND DISBURSEMENTS
Section 10.01 Distribution Determination. The Board shall from time to time, but not
less frequently than annually, (a) determine all distributions to be made from net income and
principal pursuant to provisions of these Bylaws and donors' directions from time to time
applicable, and make, or authorize and direct the payments to organizations or persons to whom
payments are to be made, in such amount and at such times and with such accompanying
restrictions, if any, it deems necessary to assure use for the charitable purposes and in the manner
intended, and (b) determine all disbursements to be made for administrative expenses incurred by
the Board and direct the payment thereof and funds to be charged.
Section 10.02 Board Vote. All determinations shall be by affirmative vote of a majority
of the Board, unless otherwise expressly provided herein or by direction of the donor as a
condition of the gift (which is nevertheless subject to variance as provided in these Bylaws).
Section 10.03 Principal Distributions. Determinations may be made to distribute
capital from funds given without directions as to principal or income as well as pursuant to
- 21 -
directions expressly permitting use of principal, but the Board shall make such determinations as
far in advance as the Board deems practicable so as to adjust its investment policies accordingly,
and may, upon investment advice as to how the desired distribution and any necessary
liquidation of investments can most economically be accomplished, adjust its directions for
distribution so far as it deems practicable accordingly.
Section 10.04 University Needs. The Board shall gather and analyze and conduct
investigation and research as the Board from time to time deems necessary or desirable in order
to determine the most effective agencies and means for meeting the needs of the University
through distribution of funds given for charitable purposes, and may direct disbursements for
such fact gathering in an analysis, investigation, and research from funds given for such purposes
or from funds given without direction as to purpose. Disbursements for administrative expenses
incurred by the Board shall be paid first from any funds directed by a donor to be used for such
purposes and to the extent such funds do not cover the cost of such administrative expenses, then
the difference shall be paid from the Foundation's general funds.
CERTIFICATE
I, _________________________, certify that the foregoing Bylaws are as last amended
and approved by the Board on February 16, 2015.
____________________________
Secretary
1264890v11
- 22 -
Edinboro University Foundation Board of Directors February 2016
Board Member
Executive Director
Christopher J. Cuzzola
DECEASED 12/1/16
Campbell, Dr. Mary Jo
Home Address
Term I nformation
Board Office
Committee
Chair
Governance
Executive
ccuzzola@eupfoundation.org
4334 Prestwick Dr
Erie, Pa 16506
maryjocampbell1@verizon.net
5431 Linden Avenue
Edinboro, PA 16412
(814) 734-7649
814-881-0962
Frampton, Mr. Dennis
* * non-voting
drf1248@zoominternet.net
Herbe, Mr. David
Spouse: Theresa
dherbe@skmco.com
Howard, Mr. Dennis
Spouse: Dianne
Employment
246 DeVore Drive
Meadville, PA 16335
(814) 333-9771
2933 Madeira Drive
Erie, PA 16506
(814) 838-9371
denhoward@aol.com
7634 Francis Road
Girard, PA 16417
(814) 734-1456
Retired
Edinboro University Professor of Elementary Educatio Appointment Date: June 13'
Term Expires: Oct 2016
President
C & J Industries
760 Water Street, P. O. Box 499D
Meadville, PA 16335
(814) 724-4950 Ext. 7500
Schaffner Knight & Minnaugh
1001 State Street, Suite 1300
Erie, PA 16501
(814) 454-1997 Ext. 217
Council of Trustees Liaison
Appointment Date: Sept. 11'
Term Expires: Oct 2016
Lord Corporation-Retired
Lord Corporation
Appointment Date: Dec. 10'
Appointment Date: June 13'
Housing
Treasurer
Chair
Chair
Executive
Finance
Executive
Finance
Housing
Term Expires: Oct 2016
* 1st full term begins Dec. 2011
Kirk, Mr. James
Spouse: Deborah Jean Kirk
Rinn, Mr. Steven
Spouse: Angie Rinn
Santelli, Mr. Patrick
Spouse: Patricia Santelli
Scalise, Mr. Charles G.
kirkj2814@gmail.com
12814 Forrest Drive
Edinboro, PA 16412
home: (814) 734-7556
cell: (814) 392-8534
srinn@hbkswealth.com
521 Seminole Drive
Erie, PA 16505
psantelli@verizon.net
2913 Swansea Cresent E.
Allison Park, PA 15101
home: (412) 487-2338
cell: (412) 780-3680
cscalise@hands-erie.org
HANDS
7 E 7th Street
Erie, PA 16501
First National Bank- Retired
Building 44 of terrace XVII
10390 Washington Palm Way
Fort Myers, FL 33966
Appointment Date: June 12
Executive
Finance
Investment
Term Expires: Oct 2016
HBK Wealth Advisors
5121 Zuck Road
Erie, PA 16506
work: (814) 490-7102
Term Expires: Oct 2016
Retired
Pfizer, Inc.
Appointment Date: June 12
Chair
Appointment Date: June 13
Chair
Executive
Finance
Investment
Governance
Vice Chair
Executive
Finance
Investment
Term Expires: Oct 2016
President/CEO
Appointment Date: Dec 2011
Secretary
Chair
Housing
Executive
Term Expires: Oct 2017
C:\Shares\Worddata\COT\affiliated agreements\affiliated organizations pref office file\2016 compliance documents\Foundation\Board of Directors-February 2016.xls
Edinboro University Services, I nc.
•
•
•
•
•
M emorandum of Understanding (expires June 17, 2019)
Financial Statements and Accompanying I nformation – June 30, 2016 and 2015
Articles of I ncorporation (previously circulated – no changes)
ByLaws
Board of Directors
EDINBORO T]NIYERSITY SERYICES, INC.
FINAi\CIAL STATEMENTS
AND ACCOMPAI\IYING INFORMATION
June 30,2016 and20l5
---ooOoo--CONTENTS
PAGE
t-2
lndependent Auditor' s Report
Statements of Financial Position
a
J
Statements of Activities and Changes in Net Assets
4
Statements of Cash Flows
5
Notes to Financial Statements
Accompanying Information
6-11
:
Departmental Schedules of Operations Information
---ooOoo---
t2-13
&H
CPAs
& Consultants
August 2,20T6
Board of Directors
Edinboro University Services, Inc.
Edinboro, Pennsylvania
Independent Auditor' s RePort
Report on the Financial Statements
We have audited the accompanying financial statements of Edinboro University Services, Inc. (a
nonprofit orgarization), which comprise the statements of financial position as of June 30,2016
and-2015, and the related statements of activities and changes in net assets and cash flows for the
years then ended, and the related notes to the financial statements.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with accounting principles generally accepted in the United States of America; this
includes the design, implementation and maintenance of internal control relevant to the preparation
and fair presentation of financial statements that are free from material misstatement, whether due
to fraud or error.
Auditor'
s
Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We
conducted our audits in accordance with auditing standards generally accepted in the United States
of America. Those standards require that we plan and perform the audits to obtain reasonable
assurance about uihether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditor's judgment,
including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the entity's preparation and fair presentation of the financial statements in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express
no such opinion. An audit also includes evaluating the appropriateness of accounting policies used
and the reasonableness of significant accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
-1H|LL, BARTH & K|NG
LLC | 6603 SUMMIT DRTVE CANFIELD, OHIO 44406
|
TEL 330-758-8613 FAX 330-758-0357
|
HBKCPA COM
Opinion
In our opinion, the financial statements referred to above present fairly, in all materiai respects,
the financial position of Edinboro University Services, lnc. as of June 30,2016 and2015, and the
changes in its net assets and its cash flows for the years then ended in accordance with
accounting principles generally accepted in the United States of America.
Report on Accompanying Information
Our audit was conducted for the purpose of forming an opinion on the financial statements as a
whole. The accompanying information included on pages 12 md 13 is presented for purposes of
additional analysis and is not a required part of the financial statements. Such information is the
responsibility of management and was derived from and relates directly to the underlying
accounting and other records used to prepare the financial statements. The information has been
subjected to the auditing procedures applied in the audits of the financial statements and certain
additional procedures, including comparing and reconciling such information directly to the
underlying accounting and other records used to prepare the financial statements or to the financial
statements themselves, and other additional procedures in accordance with auditing standards
generally accepted in the United States of America. In our opinion, the information is fairly stated
in al1 material respects in relation to the financial statements as a whole.
ll,:// ts^,A qt",f
Certified Public Accountants
-2-
LLL
EDINBORO UNIVERSITY SERYICES, INC.
STATEMENTS OF F'INANCIAL POSITION
June 30,2016 and 2015
20t6
20t5
ASSETS
CURRENT ASSETS
equivalents
Accounts receivable
Commissions and due from vendors
Inventories
Prepaid expenses
Cash and cash
1,493,289 $ 1,771,128
S
TOTAL CURRENT
82,549
23,583
644,951
30,954
170,94A
50,777
696,308
35,351
2,724,504
ASSETS 2,275,326
689,312
NET PROPERTY AND EQUIPMENT - NOTE B
2.964.638
$
722,937
$ 3.447^441
LIABILITIES AND NET ASSETS
CURRENT LIABILITIES
Accounts payable and accrued expenses
$
181,287
$
2,783,351
UNRESTRICTED NET ASSETS
197,043
3,250,398
$ 2.964"638 $ 3,447.447
See accompanying notes
a
-J-
to financial statements
EDINBORO UNIVERSITY SERVICES, INC.
STATEMENTS OF ACTIVITIES AND CHANGES IN NET ASSETS
Years ended June 30,2016 and 2015
2016
201s
PERCENT
PERCENT
OFNET
OFNET
REVENUES
AND OTHER
REVENUES
AND OTHER
AMOUNT
SUPPORT
AMOLINT
SUPPORT
UNRESTRICTED NET ASSETS
REVENUES AND OTHER SUPPORT
Net sales:
$ 3,336,098
94.48
$ 3,575,377
155,848
4.41
39,354
1.11
176,942
49,917
100.00
70.72
3,802,230
100.00
2,497,490
2,653,974
69.80
INCREASE IN UNRESTRICTED
NET ASSETS BEFORE
OPERATING EXPENSES 1,033,810
29.28
1,148,256
30.20
567,297
261,963
16.06
7.42
494,451
13.00
237,400
6.24
(13,360)
(0.38)
12,641
42,827
1.21
45,362
0.33
1.19
22,907
0.65
0.56
0.90
31,922
16,545
30,235
0.84
0.44
0.80
47,107
1.33
65,234
4,835
0.14
0.83
30,646
1.72
0.05
0.81
1.17
Books and supplies
Copy center
Vending
TOTAL NET REVENUES
AND OTHER SUPPORT 3,531,300
Cost of goods
sold
94.04
4.65
1.31
OPERATING EXPENSES
Salaries and wages
Payroll taxes and benefits
Change in accrued benefits
Maintenance and repair
Supplies
Professional services
Insurance
Depreciation
19,767
31,876
Advertising
Credit card discount fees
Other expenses
TOTAL OPERATING EXPENSES
29,469
57,801
1,072,471
Interest income
Gain (loss) on sale of assets
(1.08)
(12.29)
(433,823)
5,095
44,450
1,010,778
137,478
1.64
30.36
(38,661)
OTHER INCOME (DEDUCTIONS)
Philanthropic activities - NOTig C
1,892
342
(428,386\
3.61
(10.64)
0.01
(404,569)
5,092
(133)
(12.14)
(399,610)
(10.s 1)
0.14
0.13
0.00
DECREA SE IN LINRESTRICTED
NET ASSETS
LINRESTRICTED NET ASSETS
Beginning of year
End ofyear
(467,047)
_(BnL
Q62,132)
3,250,398
_LZ,133sst
3,512,530
$ 3.250.398
See accompanying notes to financial statements
-4-
(6.90)
EDINBORO UNIYERSITY SERVICES, INC.
STATEMENTS OF CASH FLOWS
Years ended June 30, 2016 and20l5
2016
2015
$ 3,646,885
$ 3,808,215
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers
(3,966,375)
(3,916,679)
Cash paid to suppliers and employees
5,095
lnterest received
(264,699)
NET CASH USED IN OPERATING ACTIVITIES
5,092
(153,068)
CASH FLOWS FROM INVESTING ACTIVITIES
500
342
Proceeds from sale ofassets
(13,482)
(34,940)
NET CASH USED IN INVESTING ACTIVITIES
(13,140)
(34,440)
NET DECREASE INCASHAND CASH EQUIVALENTS
(277,839)
Purchase of properly and equipment
(1
87,508)
CASH AND CASH EQUIVALENTS
1,958,636
1,771,128
Begiruring of year
End ofyear
_s
1,493289_
_$
1J71,128_
s
(467,047)
$
(262,132)
RECONCILIATION OF DECREASE IN UNRESTRICTED NET
ASSETS TO NET CASH USED IN OPERATING ACTIVITIES
Decrease in unrestricted net assets
Adjustments to reconcile decrease in unrestricted net assets
to net cash used in operating activities:
47,107
Depreciation
(342)
(Gain) loss on sale of assets
65,234
133
Decrease in accounts receivable
88,391
19,631
(Increase) decrease in commissions and due from vendors
27,194
(13,646)
Decrease in inventories
51,357
50,164
4,397
(3,046)
(t5,756)
(9,406)
(Increase) decrease in prepaid expenses
Decrease in accounts payable and accrued expenses
NET CASH USED IN OPERATING ACTIVITIES
See accompanying notes
-5-
$J?S!pe)
to financial statements
_$_!-s3,o6g)_
EDINBORO UNI\TERSITY SERYICES, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2016 and2015
NOTE A
-
SUMMARY OF SIGNIF'ICANT ACCOTINTING POLICIES
This summary of significant accounting policies is presented to assist in understanding the
orga;rization's financial statements. The financial statements and notes are representations of the
orgarization's management, who is responsible for their integrity and objectivity. These
accounting policies conform to accounting principles generally accepted in the United States of
America and have been consistently applied in the preparation of the financial statements.
Or
ganizati o n Activity
:
Edinboro University Services, Inc. (the organization) is a corporation organized,under the NonProfit Corporation Law of the Commonwealth of Pennsylvania. The organization renders a
variety of services (e.g. text book and supplies sales, vending, and printing services), which
supplement services provided by Edinboro University of Pennsylvania (University).
Basis of Accounting:
The financial statements are presented on the accrual basis of accounting in accordance with
accounting principles generally accepted in the United States of America.
Basis of Presentation:
The organizationis required to report information regarding its financial position and activities
according to three classes ofnet assets; unrestricted net assets, temporarily restricted net assets,
and permanently restricted net assets.
Unrestricted net assets are not subject to donor restrictions.
Temporarily restricted net assets result from contributions, grants or other inflows of assets
whose use by the organization is limited by donor- or grantor-imposed stipulations that either
expire by passage of time or can be fulfrlled and removed by actions of the orgatization prirsuant
of those stipulations, from other asset enhancements and diminishments subject to the same kinds
ofstipulations and from reclassifications to or from other classes ofnet assets as a consequence
of donor- or grantor-imposed'stipulations, their expiration by passage of time, or their fulfillment
and removal by actions of the organrzation pursuanl to those stipulations.
Permanently restricted net assets result from contributions, grants, and other inflows of assets
whose use by the organization is limited to donor- or grantor-imposed stipulations that neither
expire by passage of time nor can be fulfilled or otherwise removed by actions of the
organization, from other asset enhancements and diminishments subject to the same kind of
restrictions and from reclassifications from or to other classes ofnet assets as a consequence of
donor- or grantor-imposed stipulations.
-6-
EDINBORO UNIVERSITY SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30,2016 and 2015
NOTE A
- SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Basis of Presentation (Continued):
The organization has no temporarily or permanently restricted net assets at June 30,2016 and
20t5.
The organization reports gifts of cash and other assets as restricted support if they are received
with donor stipulations that limit the use of the donated assets. When a donor restriction expires,
that is, when a stipulated time restriction ends or purpose restriction is accomplished, temporarily
restricted net assets are reclassified to unrestricted net assets and reported in the statement of
activities as net assets released from restrictions. The organizationdid not solicit contributions
during 2016 afi2075, and has no plans to do so in the near term.
Revenue Recognition:
Revenue is recognized at the point of sale and reported as increases in unrestricted net assets
unless use of the related assets is limited by donor-imposed restrictions. Expenses are reported as
decreases in unrestricted net assets. Gains and losses on other assets or liabilities are reported as
increases or decreases in unrestricted net assets unless their use is restricted by explicit donor
stipulation or by law. Expirations of restrictions on net assets are reported as net assets released
from restrictions between applicable classes of net assets.
Cash and Cash Equivalents:
Cash and cash equivalents consist of cash. For purposes of the statement of cash flows, the
organization considers all instruments with an original maturity at date of purchase of three
months or less to be cash equivalents.
Concentration of Credit Risk:
The organizationmaintained cash and cash equivalents with a financial institution in excess of
the amount insured by the Federal Deposit lnsurance Corporation.
Accounts Receivable, Commissions and Due From Vendors:
Receivables consist of trade receivables, commissions on vending sales and amounts due from
certain suppliers. Trade accounts receivable are stated at the amount management expects to
collect from balances outstanding at year end. Based on management's assessment of the credit
history with customers having outstanding balances and current relationships with them, it has
concluded that no allowance for doubtful accounts at June 30,2016 u'd2015 is necessary. The
potential risk is limited to the amount recorded in the financial statements.
-7-
EDINBORO UNIVERSITY SER\TCES, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30,2016 and 2015
Inventory:
Inventory is reported at the lower of cost (first-in, frst-out) or market determined through the
point of sale system. The major classes of inventory are new and used books and supplies.
Prepaid Expenses:
Prepaid expenses consist primarily of prepaid premiums on various insurance policies and
software maintenance contracts.
Property and Equipment:
Properly and equipment are recorded at cost. Depreciation is computed using the straight-line
method over the estimated useful lives of the related assets.
Accounts Payable and Accrued Expenses:
Accounts payable consists of trade payables. Accrued expenses consist principally of payroll tax
withholdings, accrued payroll and benefits, and compensated absences.
Income Taxes:
The organizationhas received a federal income tax exemption under 501(c)(3) of the Internal
Revenue Code. As such, no provision for income taxes is reflected in the accompanying
financial statements.
Impairment of Long-Lived Assets:
Long-lived assets held and used by the orgarrtzation are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. Assets to be disposed of are reported at the lower of the carrying amount or the fair
value less costs to sell.
Advertising:
The organizationexpenses the production costs of advertising as incurred. Advertising expense
for the years ended Jtme 30, 2016 and2015 totaled $4,835 and $1,892, respectively.
-8-
EDINBORO UNIVERSITY SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30,2016 and 2015
NOTE A _ SUMMARY OF' SIGNIF'ICANT ACCOUNTING POLICIES (CONTINUED)
Use of Estimates:
The preparation of financial statements in accordance with accounting principles generally
accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts
revenue and expenses during the reporting period. Actual results may differ from those
estimates.
of
Subsequent Events:
Management evaluated all activity of the orgaruzation through August 2,2016,the date the
financial statements were available to be issued, and concluded that no subsequent events have
occurred that would require recognition or disclosure in the financial statements or notes.
NOTE B
- PROPERTY
AND EOTIIPMENT
Property and equipment are stated at cost and depreciation is calculated on the straight-line
method, based on the estimated useful lives of the related property and equipment. Assets with
an economic useful life of greater than one year and not acquired for resale are capitalized.
Buildings are depreciated over 30 years and equipment and fixtures over 5 years.
Properly and equipment is comprised of the following at June 30:
2016
$ 123,000 $ 123,000
931,203 931,203
782,119 771,559
1,936,322 1,925,762
depreciation
r,147,010 1,102,925
pROpERTy
g 722,937
NET
AND EQUIPMENT $ 689,312
Land
Buildings
Equipment and fixtures.
Less accumulated
20ts
-9-
EDINBORO TINIVERSITY SERYICES, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016 and2015
NOTE C _ RELATED PARTY TRANSACTIONS AND PHILANTHROPIC ACTIVITIES
The organization makes annual contributions to University related activities, which represents a
portion of the organtzation's net income that is retumed to the cErmpus community in the form of
contributions to various activities and programs.
Amounts contributed by the orgarrization to University related activities were as follows for the
years ended June 30:
20t5
2016
University Services, Inc. Academic Achievers Awards
General campus contributions (University)
Student Hardship Grant (fJniversity)
Student Government Association contributions
Homecoming donations
Porreco Promise endowment
Other
TOTALS
$
60,000
1 15,010
200,000
17,000
10,000
30,000
1,913
_$__13w3_
$
60,000
95,900
200,000
17,000
0
30,000
1,769
404,569
The University provides direct support service (utilities, maintenance, etc.) to the facilities owned
by both the University and the organization. These costs approximated the amount of
philanthropic activities and totaled $233,823 for 2016 and $204,5 69 for 2015.
NOTED_RETIREMENTPLAN
All
permanent employees of the organization are covered under a cost-sharing multiple-employer
defined benefit retirement plan operated by the Pennsylvania State Employee's Retirement
System (System). Generally, benefits vest after five years of credited service. The System's
funding policy, as set by the System's Board, provides for periodic active participant
contributions at statutory rates. The System's funding policy also provides for periodic employer
contributions at actuarially determined rates, expressed as a percentage of annual covered payroll,
such that they, along with employee contributions and an actuarially determined rate of
investment return are adequate to accumulate assets to pay benefits when due. The organization
recorded $110,124 and $81,401 in retirement plan expenses for the years ended June 30, 2016
and 20I 5, respectively.
-10-
EDINBORO UNIVERSITY SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 2016 and2015
NOTE E
,
i
i
-
OPERATING LEASES
The organizationleases office equipment under operating lease agreements expiring at various
dates through 2021. Rental expense charged to operations totaled $30,977 and $24,817 for 2016
and2015,respectively. Following is a sunmary of future minimum lease payments under
operating leases that have initial or remaining noncancellable terms in exciss of one year as of
lune 30,2016:
Year ending
,
i
'
\
2017
20t8
20lg
$
2o2o
2021
TOTAL: $
28,474
24,442
24,442
rg,572
963
96S%
NOTE F _ CONCENTRATIONS
,
The organization operates entirely in and around Edinboro, Pennsylvania and is entirely
dependent on the students enrolled at the University. The organizationwould experience a
severe negative financial impact if enrollment declined dramatically.
-11-
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Sk{fi#H, e?sar eke *e*4*cetgned,
a* teaea thre*
are r**ideer** of thc 0swanweetrSh *f Feansy3.ve*i.a
$miead $faflce, *L3.
{,*ga&heE
fcs
$erv*.cee,
*f
xho:a
*kre pur*sse
Ia*,,
aS wh*m
asrd ciEi"aeas
*re *f fut 3. *ge, having
aea*e
of, flbe
iatr*d themeel"vca
*f *r6ca*zirag Sdinb*re Stage Co3.}.ege Sftlde*t
and beiag d*gi.r*uc *f, bcc*mi"ag iaeerp*rar*$ f.m aee*rda*e*
wiflh etre pr*:r{si*'?s a*d r*gu{r*aner,tts of Ck* AaL of eha Seaer*l A*eea*}.y
ef th*
**sffi*as?*a}tia
*f
FcxaeyS.venie ?cc*wu
as th* *'td*:rprofia Corp€:raeion
L&?'i, appraved }*f*y 5, 1.933r *s *sreradad, d* hereby dee?.*re, sel fsreh
e{rd
eertify aa f*ll+we:
3".
?3:aL flhe neme a:f Eta* corp*seal$&
$tr:**arL $ervlces, T,*rc,, arzd eh*e
S€p*rE?aer?.t.
a*id
of, Sfare r*$.*h,ta *ix eroaths
ie Edieb*xe Sta8e eeltege
*axa* has beeix
of
*}re d*re
regist*red wtth
af
eke* appS.ieeflicn
flhe
*f
thls charter.
2, ?h** rla* !s*ati*n *r:€
regi*ter*d of,fiee ia *ki.s
p.ost
*fff*e addres* erf, its iai8iaL
ls E*inbor* St*La
fl*reeax'r*a3.e?r
e*L3"e9*o Ediab*r*,
Eri"e **e.:aa*y, F*xneyS.vani*,
3.
E?r* purpo*€
regrxlaLe, *xtd *per*Ce
&r.L*gcs
*f
chc .Er,ard of Freside*ce
sf lhe
P*n*eylvaati.*
*r by reglel*Li.*pe *6 thc Eepareme*,t *g {*Aiis lrrstrucLiss:.
Such acfr,lvi&ies wsa:t€ include
pr*vidiag f*r a etuder:t
l.unch e*carttcrs axd aresek baxe i.a ra*reatian r*o,es
*upp3.y
$L*ra, for
tr doxsrlt*tLes, for
vaxding
*aehinee, for admi.nietering a sfudemf e*Livity fiiad, f,or admin{sflerlng a $eud€rrt
araian" E*get3rer wit?r aay ect,i"vi8f.es
*f, the C*rp*r*tierrr
sr
ffi*y deea: des{"rahle
*3.
-
ceteop*}.uus which Eh* Board of, Ej.reeE*rg
for studeut *+elfar*n
Lr**Luf"l,*g aLL
I
8sur.1tt8{es cq&so$ant
ldtth fhc f,oregolng and requlCIlte to
esfecEuaEe
this {o o eorporat,{.on t+hi.ch Seltq or prof{,t, lnaldenL or otherwLoe, to its membetr$.
the
and
sorxrep
4.
5.
1'he ternn
of lto
That the
&&mes ams{ mddreoses oE
Ex{st,ence Lo perpeLuol.
the {neorporatore ere:
llryryg
Addreee
thourse R. &'{$.&}.er
Vaughn S. I{erhe}.
Wi}.l.J,elrr A. tlornell
Harry Barl&cy
.Ismeg lfurrtson
&dlnboro, Pennoylvanio
&"
who
Sd{nhoron FennaylvanLa
&dlnboro, Pennaytvenla
Sd{nboro, Fennoylvanla
Edl.nboro, Sennoylvanle
Thet the foll,owing er&"nenres end eddreeaee
of the peroonr
are g9 mct cE dlrectore umt{L thc e[ectlon of the{r Bueees$or&:
.Serye
Addreos
Thomao R. $$.tLer
Vaughn E. ?lerhel
wtl['{,ern A. eornelt.
$dtnboro r. P*nncylvenlo
&d{nboro, Pennoylvanto
Edtnboro, Pennoylvcnte
Edlnboto, Fennsylventa
fidinboro, PeunoyLvcn{a
Herry Earlley
Jomcs tr{arrlson
*'\'.J
7. Ttt*t thle
";Sn
r
,*..*. -.*-;-
corporatlon l,s orgonlaed upo& a noneSoek bael.a.
.',,../
F
(sEAr)
/,.r!r"*"^,q4!.
(sEALl.
.l"n
t_-
)
:.5::::($sat)
CO}il'SONWEA},?TI
(sEAr)
OF PSNNSYLVAI{IA
I
cot'l{TY 0s' Efi,[u
SSi
I$efore me, & Notary Publ{e
personal}y {tppe&reO \7U",lIro"'
?.
J Arxrr /-/av-r'tlorlt
three of tbs above
the fCIre8olng
Rorned
{netruilnent,
in
A' e "'-n"ll,
lncorporotore,
to bs thelr act
opectfied.
and
for the sald &eetc and county,
fo .Xhn /i. /e-Sa) dn"l
ln due form of Los scknowledged
and deed for the purpotes thereln
who
f\
(.
WITNES$ my
hand and
i
of office the I tr
--rd')
t
at-1,^;.t*
day of ,fe rr
*.0,1
1963.
-^y4
C,u*e-e* [grm*t*
sffi t'--l
Filed
8376
this;--daY
sEc, 3 ? tc l.J3
ol'
19
Commonweal th of PennsYlva lti;r
f)cpartment of State
83
(l-int,for numbering)
lrticlrs ol
Anudnanl0omilic tlrll;rolit
Crnrrti$
lnL9\
COMMONWI-AI,'I'H OF PENNSYI,VANIA
DEI'ART|\,IEN'T OT' STATE
coRl,ott,{TloN IIUREAU
Secretarv of the Commonweltlth
I
(Box for Certilication)
lrr compliance with the requirements of l5 Pir. S. $79OS (relating tq articlcs ol amendmenl). the undcr
srgnerl'norrpiofit corporation, desiring to amend it$ Articles, does hereby certiS that:
I
The name ol the corporation is;
Edtnboroq-?,.r!o. ?ri!?onu
Rf,;,-!cnt' Rahiiit,o:,
'[n,"
.
i. 't't,,'
a66rt.ss of irs registered ofiice in rhis Commonwealth is (the DepartmL'nt of state is hereby iluthoriz(d
to corr(,ct rht' Ibllowing statement to contbrm to thc records of the Dcpartment.t:
Edinboro Universitv
of
Pennsylvania
Edinboro
ll,
Thr.' statrrte by or under which
15&7001
4. Thr, dirte
i
PorrrsYlvani
a
L6444
it was incorporated is:
et.seq.
of its incorporation
September
(Chcck. and if appropriate, complete one of the following);
E
n
The amendment shall be effective upon filing these Articles of Amendment in the Depa(ment
ol'Statc.
The amendment shall be effectivc on:
(DAIE}
q
7
(Check one of the following):
l5
tr
The amendmenr was adopted by thr: members pursuant to
tr
The amendmenr was adopted by the troard of directors pursuant to
Pa. S, $7904(a).
Thr: lrmenclment adopted by the corporation. set forth rn full. is as follows:
l5
Pa. S. $7904(b).
.
8376
OSCB t3-7905 (Rav. fi-72)-2
IN l ES INlONl \l:llEREOF, rhe undcrsigned corporation hus causcd these Articles'of Amcndment
ht' signcd llt' a duly authorizcd oflict'r und its corporatc seal, dulv attestcd bv anothcr such officer. to
December
13rh
hereuntt,l al fi xt'd t his
dav of
, l ejg_.
dinboro
84
tq
llc
By:
.Secnetat"r'
ITIILT
SECRETAFY A9-SISTANT S€CREIARY ETC
I
{CORPORATE SEAT)
INSTRUCTIONS FOR COI\{Ptr.ETION OF T6N I.
A. Any necessary copir-,s of Form
DSCB:
t7.2 rConscnt to Appropriirtion ol'n-amc) or Form DSCIi;17:'i
(Consent to Use of $,imilar Nante) shall a,:cornpany Articles ol'Amcndnrent cffecting a changc of'namt'.
B.
C.
Any necessary go'vijrnmental approvals shall accompan-v this form.
II' the action wari eruthorizcd bv a bodv other than the board of directors Paragraph 6 should bt' modilied
.rccordingly.
D. l5 Pa S. $7906(c) requires thet the c(lrporation shall
advertise its intentior| to file or the filing of Arti(lt's
of Amendment. Prools of publicatiou of such advcrrising should not be dclivered to the Departnrt'nt. ,.
but should be liled with the minuteli of the corporatiotr.
,n' !d,1u
:'-
:
tltlr\
1!\ !5
^'i1
lZ
,':.i
-\
"'-'
ci7 i,\ l,'
_ ,...r\\:\
1l:,
I)u
,(,
l
r.1 '.) _''-'
\
')c,.qRD 4
eE
r^lJ .*4 rr,t v c es
,""tt
8376
.lulv
BI-r
'19, 1983
Pnqe 2
l-lool Eoomtorc polieins unri Jroecrlrrrrrs. Alsr: rliserrssed was Mr. Gravesr produetivitvr
job cllactivencss nnd eRpabil ities.
l)at't'ow Alrrtrtrnettts: l')r. Strnusbnrrglr alrd VIrs..Iolrnsorr will be rneeting with the
lTr;ITs eoLrtoniTn,{-Tile rcnewal ol thcir ernployment eontraet. Thev witt report
thc outeo'ne to thc Roard at tlre nc.xt rneeting.
i:0N'l'tl,ACl' s'tA ttrs
Mrs. 'Iohnson reported Mr. i4iller's verbal nssrrrlrnee of his eooperation townrds a smooth
trnnsition lrorn his serviees to Cantcenrs, wlrich will begin on Arrgrrst 8, lg83 and enri
rro later thnn Arrgrrst 24th.
An ineorne st;ttetnertt frorn Crrstom iVtanagernent for the Collcge t]nion Crill was subrnitterl
rlnd reviewed. Tlte Roard is still rrnsatislied with the rate o[ response on the part ot
cttsto,n For:ds itr tltis arerr. Severnl idens r,t'crc iJisr:usserl r:oir{:erning geriei.ai innprorrernent-s
in the [oor1 surviee operation in ttre LIrrir:n.
suPl)oR'r oPtlRA',n()NS
i\4is..Iohttson reported tltat ol the vendors rrpproacherl approxirnatelv ten wecl there hrts heon only one relrlv (whieh rryns one o[ non-interest) eoneerrrinq an insrrrirnee
SrlbJlaeknlles will tre aeqttired rrrrtil ;ur ovcrull sntis[aetory prrel lllrltt.
'\'l iss Ilrrgh,
scr:ontlcri trv \4r. l,el'llcr, rnr)vcr't tlrrrl'rVI r.s..lohnsort rlo whnt is neeessrrrv to
qr'-t. irnmorli;ttc e()vcrll{fe rttlrl ttlso trrl lor approval ol the Rortrd nt tlre Oetober or Novernher rneetinq. Mrs..Iohnson will, in
tlttl lnerttrtitne, eotttaet rtrt Tlre Comtnrtnwertltlr i.s willin;1 to ileccpl lwo vnns lrom SSt. The [inrrl;rroecrlgroji,rrr'
ireirrrl r:rrrried orrt t<: eornplt:te ilrc trtrnslcr of ownerslriJr.
yAr.]jf[fl Ititrllllt,
i\{r. Ilerlrcl has vcrball.y agrced to pay his outstilndine obligation to SSI rlpon reeeipt of
valid,'ltion lrorn tlte probation ofliee. Tlre valirlation is presentlv l-reing.seeurerl hV Mr.
Devirre.
NAMn
qllauclr.
ivl
r. 'lrottil,
,:a
rr iCd.
riprNBorro.
tJ
NIV Ii ITSI'I Y SIiTtVICES,
tNC.
sceottderl hv itilr. l)elletier, rnoveci tlrat "the nnrne rsttrrlent Scrviees,
IneorprtraterJt llr: eltanrlcd to'tlrlinbrlro [Jrriversity Services, Ineorporittcdr." 'flte rnotion
LqRc!_tli q[ !
"s'il.]At4 cl,EANriltr'
-
?ARtlow pr,Acrj
Mr. Long, qeeonderl l-ry Mr. Pelleticr, movocl l.lrnt ",1 rnaxirnum oI t3,000.00 will rre
all,ltterl frrr tlre prrrelrlsc ol a stearn elcrrlcr irntJ leeessor:ies for rlsc at Drryrow pl6ee.r
l'lte rnot i,)n ORrrie<].
BYLAWS OF EDINBORO U]\IIYERSITY SERIIICES, IAIC,
(A Non-Profit Corporation Organized and Existing
[Jnder and by Yirtue of the Lows of the
C o mmo nw e alt h of P ennsylv ani a)
ARTICLE I
OFFICES AI{D FISCAL YEAR
SECTION 1.01. Registered Office.' The registered office of the corporation in the
Commonwealth of Pennsylvania will be at 237 McNemey Hall, Edinboro, Pennsylvania 16444,
until otherwise established by a vote of majority of the Board of Directors in office ("the Board"),
and a statement of such change is filed in the Department of State, or rurtil changed by an appropriate
antendment of the Articles of Incorporation.
SECTIOI{ 1.02. Other Offices.
The corporation may also have offices at such other
places within or without the United States of America as the Board may from time to time appoint
or the business ofthe corporation requires.
SECTIO]V I .03. Fiscal Year.
The fiscai year of the corporation
will begin
on the 1't
day ofJuly in each year.
ARTICLE II
BOARD OF DIRECTORS
SECTIO^I 2.01. l,lumber. The Board of Directors witt consist of not less than seven
(7) nor more than eleven (11) regular directors.
SECTIOIT 2.02. Powers.
The Board wiil have fulI power to conduct, manage and
direct the business and affairs of the corporation. A1l powers of the corporation are hereby granted
to and vested in the Board.
SECTIOI{ 2.03" Qualification and Selection
several directors
will
Qualifications of classes of the
be as follows:
Class I - One member of the Councii of Trustees will be appointed by the Chairperson
of the Council of Trustees of Edinboro University of Pennsylvania by notification in writing to the
Secretary of the Corporation.
-1-
less than Four (4) nor more than seven (7) members who will be non
employees of Edinboro University of Pennsylvania will be nominated and approved by the Board
of Directors by notification in writing to the Secretary of the Corporation.
Class
II - Not
Class IiI - Two (2) members will be appointed by the President of the Student
Government Association of Edinboro University of Pennsylvania by notification in writing to the
metnbers so appointed and to the Secretary of the Corporation.
SECTIOI\I 2.04. Terms. The terms of all Directors will be for one (1) year, or until
their successors quality. Directors may succeed themseives.
SECTION 2.05. Organization. Ai every meeting of the Board, the President, or in
case of the absence of the President, one of the following offrcers present in the following order:
Vice-President, Secretary and Treasurer in their order of rank and seniority, or a chairman chosen
by a majority of the directors present, will preside, and the secretary, or in his/her absence, any
person appointed by the chairman of the meeting, will act as Secretary.
SECTIOI{ 2.06. Resignations. Any director of the .o*orurron
may resign at any
time by giving written notice to the President or the Secretary of the corporation. Such resignation
will take effect at the date of the receipt of such notice or at any later time specified therein and,
unless otherwise specified therein, the acceptance of such resignation will not be necessary to make
it effective.
SECTIOI\I 2.07. Vacancies.
The Board may declare vacant the office of a director
if he or she is declared of unsound mind by an order of court, or convicted of a felony, or for any
other proper cause, or if within sixth (60) days after notice of hisftrer selection, he or she does not
accept such office either in writing or by attending a meeting of the Board.
Any vacancy or vacancies in the Board because of death, resignation, removal in any
manner, disqualification, an increase in the number of directors, or any other cause, ffiaY be fiiled
by a majority of the remaining members of the Board though less than a quomm, at any regular or
special meeting. Each person so elected will be a director to serve for the balance of the unexpired
term.
SECTIOI\I 2. 08. Place of Meetine. Meetings ofthe Board may be held at such place
as the Board may
from time to time appoint, or as may be designated in the notice of the meeting.
SECTION 2.09. Regular Meetings.
Regularmeetings of the Board will be held at
such time and place as will be designated from time to time by the President of the Corporation. If
the date fixed for any such regular meeting be a legal holiday iurder the laws of the State where such
meeting is to be held, then the same will be held on the next succeeding business day, not a Saturday,
or at such other time as may be determined by the President of the Corporation. At such meetings,
-2-
the Board will transact such business as may properly be brought before the meeting.
SECTIOI{
10.
2Special Meetings. Special meetings of the Board will be held
whenever called by the President or by two or more of the directors. Notice
of each meeting will be
given to each director by telephone or in writing at least twenty-four (24)
hours (in the case If notice
by teiephone or facsimile) or five (5) days (in the case of noiice by mail) befoie
the time at which
the meeting is to be heid. Every such notice will state the time ur,i ptu".
of the meeting.
Notice of any meeting of the Board during any emergency resulting from
warlike damage or an attack on the United States or any nuclear or atomic disaster will be givar only
to such of the directors as it may be feasibie to reach at the time and by such means as may be
feasible at the time, including publication or radio. To the extent required to constitute a quorum
at any meeting of the Board during such an emergency, the officeri of the corporation who
are
present will be deemed, in order of rank and within the same rank
in order of seniority, director for
such meeting.
I.
SECTION 2.1
Quorum, Manner of Acting and Adjournment. Except as
otherwise provided in Section 2.09 of this Article, a majority of the directois in
office will be present
at each meeting in order to constitute a quorum for the transaction of business.
Every director will
be entitled to one vote. Except as otherwise specified in the articles or by these
bylaws or provided
by statute, the acts of a majority of the directors present at a meeting at which a quorum present
ii
will be the acts of the Board. ln the absence of a quorum a majority of the directors present and
voting may adjoum the meeting from time to time until a quomm is present. The directors will act
only as a board and the individual directors will have ro po*", * r.r"h except that any action whieh
rnal'be taken at a meeting of the Board may be taken without a meeting, if a consent or consents in
writing setting forth the action so taken wiil be signed by all of the directors in office and will be
filed with the secretary of the corporation.
SECTIOI\I
2.I2.
Executive and Other Committees. The Board may, by
resolution adopted by a majority of the directors in office, establish an Executive Committee and one
or more other committees, each committee to consist of two or mbre directors of the corporation.
Tire Board may designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In the absence or
disqualification of a member, and the alternate or alternates, if any, designated for such members,
or any committee, the member or members thereofpresent at any meeting and not
disqualified from
voting, whether or not he or she or they constitute a quomm, may unanimously appoint another
director to act at the meeting in the place of *y rrr.h absent or disqualified member. Each
committee of the Board will serve at the pleaswe of the Board.
The Executive committee will have and exercise all of the powers and
authority of the Board in the management of the business and affairs
of the corporation, except that
the Executive Committee will not have any power or authority
as to the following:
-3-
(1) The filing of vacancies in the Board.
(2) The adoption, amendment or repeal of the
bylaws.
(3) The amendment or repear of any resolution
of the Board.
pursuanttoresorurio,Jh"t;ffi
i:'",xlff ,3,'#*::Lyffi ;1.r*:::,il:,:.ffi
these bylaws or the Nonprofit corporation
Law
Tll#l;
of 1988 in the Board as such, by any other committee
of the Board may make ,""o*-.rrdations to the Board
or Executive commiuee concerning the
exercise of such powers and authority.
The establishment of any committee of the Board
and the deiegation thereto
of power and authority will not alone relieve
any diiector of his fiduciary duty to the corporation.
designatedtoreplace""#:l!!x,':::1",iil'J:H,L:ffi
a quorum
::ffi [i:
*Tffl :1",11ffi ffi
for the transaction of business.-and acts of a majoriry
of the directors in office designated
to a committee or their repracements will
be the acts of tir" committee.
"[Tf
Each committee will keep regular minutes of rwv
and report such
"4 its proceedings
r^vvvvu,
proceedings periodically to the Board.
Section 2.08,2.a9, and2.10 will be applicable
to committees of the Board.
SECTI)I{ 2' 13" Interested
Directors or officers; euorum. No contract or
transaction between the corporation and
one or more of its directors or officers or between the
corporation and any other corporation,
parlnership, association or other organlzatlon in which
one
or more of its directors or officers are
directorc o, offi."rs, or have a frnancll interest, will
be
void
or voidable solely for such reason, or soiely because
the director or officer is present at or
participates in the meeting of the
Board which authorizes the contract or transaction,
or solely
because ofhis or their votes are co,nted
for such pr.por.., if,
(1) The material facts as to the relationship
or interest ahd as to the contract or
transaction are disclosed or are known
to the Board und th" Board in good faith authorizes the
contract or transaction by the affrrmative
votes of a majority of the disinterested directors, even
though the disinterested directors are
less than u quo**l o,
(2) The confact or tansaction is fair as
to the corporation as the time it is authorized,
approved or ratified, by the Board.
ofa quorum
section.
Common or interested directors may be counted in determining
the presence
in this
al a meeting of the Board which authorizes
a contract or transaction specified
-4-
ARTICLE
III
NOTICE - WAIVERS - MEETINGS
SECTIOII 3.01. I'lotice, Wat Constitutes.
Whenever written notice is required
to be given to any person under the provisions of the articles, these bylaws or the Nonprofit
Corporation Law of 1988, it may be given to such people, either personally or by sending a copy
thereof by first class mail, postage prepaid or by facsimile to hislher address supplied by him to the
corporation for the purpose of notice. If the notice is sent by mail or by facsimile, it will be deemed
to have been given to the person entitled thereto when deposited in the United States mail or with
a facsimile to such people. A notice of meeting will specify the place, day and hour of the meeting
and any other information required by law or these'bylaws.
When a meeting is adjourned, it will not be necessary to give any notice of
the adjourned meeting or of the business to be transacted at an adjoumed meeting, other than by
announcement at the meeting at which such adjournment is taken.
SECTION 3.02. fil'aivers and Notice.
Whenever written notice is required to be
given under the provisions of the articles, these bylaws, or the Nonprofit Corporation Law of 1988,
a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, will be deemed equivalent to the giving of such notice. Except as
otherwise required by Section 6.06 of these bylaws, neither the business to be transacted at nor the
purpose of a meeting need be specified in the waiver of notice of such meeting.
Attendance of a person at any meeting will constitute a waiver of notice of
such meeting, except where a person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting was not laufully
called or convened.
ARTICLE IV
OFFICERS
SECTIOI{ 4.01. I'{umber, Qualifications and Designation.
The offrcers of
the corporation will be a president, secretary, and treasurer and other offices as may be elected in
accordance with the provisions of Section 4.03 of this Article. The offices of the corporation will
be not less than three (3) nor more than six (6). Any number of offices may be held by the same
person. Officers may but need not be directors of the corporation. The president and secretary will
be natr,ral persons of fult age; the treasurer may be a corporation, but if a natural person will be of
full
age.
SECTION 4.02. Election and Term of Office.
The officers of the corporation,
except those elected by delegated authority pursuant to Section 4.03 of this Article, will be elected
-5-
annually by the Board and each such officer will hold his office until the next annual organization
meeting of the Board and until his successor will have been elected and qualified, or until his earlier
death, resignation or removal.
SECTIO^I 4.03. Subordinate Officers, Committees and Agents.
The Board
rnay from time to time elect other officers and appoint such committees, employees or other agents
as the business of the corporation may require, including one or more assistant secretaries, and one
or more assistant treasurers, each of whom will hold office for such period, have such authority, and
perform such duties as are provided in these bylaws, or as the Board may from time to time
determine. The Board may delegate to any officer or committee the power to elect subordinate
officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe
the authority and duties of such subordinate officeis, committees, employees or other agents.
SECTIOAI 4.04. Resignotions. Any officer or agent may resign at any time by giving
written notice to the Board, br to the president or the secretary of the corporation. Arry such
resignation will take effect at the date of the receipt of such notice or at any later time specified
therein and, unless otherwise specified therein, the acceptance of such resignation will not be
necessary to make it effective.
SECTION 4.05. Removal. Any offrcer, committee, employee or other agent of the
corporation may be temoved, either for or without cause, by the Board or other authority which
elected, retained or appointed such officer, committee or other agent whenever in the judgment of
such authorif the best interests of the corporation wiil be served thereby, but such removal will be
without prejudice to the contract rights of any person so removed.
SECTIOI'{ 4.06. Vacancies. A vacancy in any office because of death, resignation,
rentoval, disqualification, or any other cause, will be fitled by the Board by the officer or committee
to which the power to fiIl such office has been delegated pursuant to Section 4.03 of this Article, as
the case may be, and if the office is one for which these bylaws prescribe a term, will be filled for
the unexpired portion of the term.
SECTION 4.07. General Powers.
A11 officers of the corporation, as between
themselves and the corporation, will respectively have such authority and perform such duties in the
management of the property and affairs of the corporation as may be determined by resolutions or
orders of the Board, or, in the absence of contolling provisions in resolutions or orders of the Board,
as may be provided in these bylaws.
SECTIOII 4.08. The President. The president witi be the chief executive offrcer of
the corporation and will have generai supervision over the activities and operations of the
corpgration, subject, however, to the control of the Board. The President will preside at all meetings
of the members of the Board, and will perform other duties as may from time to time be requested
of him by the Board. The president will sign, execute and acknowledge, in the name of the
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corporation, deeds, mortgages, bonds, contracts or other instruments, authorized by the Board accept
in cases where the signing and execution thereof will be expressly delegated by the Board, or by
these bylaws, to some other officer or agent of the corporation. In general, will perform all duties
incident to the office of president, and other duties as from time to time may be assigned to him by
the Board.
SECTION 4.0g. The Secretory. The secretary or an assistant secretary will attend
ail meetings of the Board and will record all the votes of the directors and the minutes of the
meetings of the Board and of the committees of the Board in a book or books to be kept for that
purpose; will see that notices are given and records and reports properly kept and fi1ed by the
corporation as required by law; shall be the custodian of the seal of the corporation and see that it
is affixed to all documents to be executed on behalf of the corporation under its seal. ln general, will
perform all duties incident to the office of secretary, and other duties as may from time to time be
assigned to himftrer by the Board, the chairman or the president.
SECTIO]t{ 4.10. Treasurer. The treasurer or an assistant treasurer will have or
provide for the custody of the funds or other properly of the corporation and will keep a separate
bank account of the same to his/her credit as treasurer; will collect and receive or provide for the
collection and receipt of moneys earned by or in any manner due to or received by the corporation;
will deposit all funds in his/her custody as treasurer in such balks or other places of deposit as the
Board may from time to time designate; will, whenever so required by the Board, render an account
showing his transactions as teasurer, and the financial condition of the corporation; and, in general,
will discharge other duties as may from time to time be assigned to him/her by the Board or the
President.
ARTICLE V
LIMITATION OF PERSONAL LIABILITY OF DIRECTORS;
INDEMIYIFICATION OF DIRECTORS, OFFICENS AND OTHER
AATH O KIZE D RE PRE S E NTATIW S
SECTIOI{ 5.01. Limitation of Personal Liability of Directors. A director
of the corporation will not be personally liable for monetary damages as such for any action taken,
or any failure to take any action, unless:
(a) the director has breached or failed to perform the duties of his or her offrce
defined in Section 5.02 below; and
as
(b) the breach or failure to perform constitutes self deaiing, wiltful misconduct or
recklessness.
The provisions of this Section will not apply to (a) the responsibility or
liability of a director pursuant to any criminal statute, or (b) the liability of a director for the payment
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of taxes pursuant to local, state or federal law.
SECTI)N 5.02. standard of care and Justifiable Reliance.
(A) A director of the corporation will stand in a fiduciary relationship
to the
corporation' and will perform his or her duties as a director,
including tris or her duties as a member
of any committee of the Board upon which he or she *uy
,.*., in good faith, in a manner he or she
reasonably believes to be in the best interests of the corporation,
and with such care, including
reasonable inquiry, skill and diligence, as a person of
ordinary prudence would use ,nder similar
circumstances' In performing his or her duties, a director
will be entitled to rely in good faith on
information, opinions, reports or statements, including financial
statements and other financial d.at4
in each case prepared or presented by any of the folJwing:
(i) One or more officers or employees of the corporation whom the
director
t'easonably believes to be reliable and competent in
the matters presented;
directorreasonabryr.{:1":?ffi:'Iffffifi::H1il:"?:::X"r"r.':.,:[#*Tiffi;.H[]r.
(iii) A committee of the Board upon which he or she does not serve, duly
designated in accordance with law, as to the matters
within its designated authority, which
committees the director reasonably believes to merit confidence.
A director will not be considered to be acting in good faith if he or she
has knowiedge concerning the matter in question that would
cause his or her reliance to be
unwarranted.
(B) In discharging the duties of their respective positions,
the Board, committees of
the Board and individual director may, in considering
the best interests of the corporation, consider
the effects of any action upon employees, upon persons
with whom the corporation has business and
other relations and upon communities which thi offices
or other estabiishments of or related to the
corporation are located., and ali other pertinent factors.
The consideration of those factors will not
constitute'a violation of subsection (A) of this Section.
(C) Absent breach of fiduciary duty, lack of good faith or
self-dealing, actions taken
as a director or any failure ts take any action *itt
u. preJumed to be in the best interests
of the
corporation.
SECTION
5.03.
in
Indemnification
Third
Proceedings. The
corporation will indemnify any person who was
or is a party or is threaiened to be made a parfy to
any
pending or completed action, suit or proceeding, whether civil,
.threatened,
criminal,
administrative or investigative (othei than an action
by or in the right of the corporation) by reason
of the fact that he or she is or was a representative of
the corporation, or is or was serving at the
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Pare
request of the corporation as a representative of another corporation, parhership, joint venture, trust
or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him/her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawfrrl. The termination of
any action, suit or proceeding by judgement, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, will not have itself create a presumption that the person did not act in
good faith and in a marlner which he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his or her conduct was unlawfirl.
SECTION 5.04. Indemnification in Derivative Actions.
The corporation will
indemnify any person who was or is a party or is threatened to be made a parry to any threatened,
pending or completed action or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he or she is or was a representative of the corporation, or is or was
serving at the request of the corporation as a representative of another corporafion, parbrership, joint
venture, trust or other enterprise against expenses (including attomey's fees) actually and reasonably
incurred in corurection with the defense or settiement of such action or suit i.f he or she acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and accept that no indemnihcation will be made in respect of any claim, issue or
matter as to which such person will have been adjudged to be liable for negligence or misconduct
in the performance of his or her duty to the corporation unless and on-ly to the extent that the Court
of Common Pleas of Philadelphia County of the court in which such action or suit was brought wiil
determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, such people is fairly and reasonably entitled to indemnity for such
expenses which the Court of Common Pleas or other court will deem proper.
SECTIOI{ 5.05. Mandatory Indemnification
Notwithstanding any contrary
provision of the articles or these bylaws, to the extent that a representative of the corporation has
been successful on the merits or otherwise in defense of any. action, suit or proceeding referred to
in either Section 5.03 or Section 5.04 above, he or she will be indemnified against expenses
(including attomey's fees) actualiy and reasonably incurred by him or her in connection therewith.
SECTIOI'I 5.06. Determinqtion of Entitlement to Indemnification Unless
ordered by a court, any indemnification under Section 5.03 or 5.04 above will be made by the
corporation only as authorized in the specific case upon determination that indemnification of the
representative is proper in the circumstances because he or she has met the applicable standard of
conduct set forth in such paragraph. Such determination will be made:
,
(A) by the Board by a majority vote of a quorum consisting of directors, who were
not parties to such action, suit or proceeding; or
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(B) if such a quorum is not obtainable, or, even if obtainable, a majority vote of a
quorum of disinterested directors so directs, by independent legal counsel in a written opinion.
SECTIO^I 5.07. Advancing Expenses.
Expenses incun'ed in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of the finai disposition
of such action, suit or proceeding as authorized by the Board in a specific case upon receipt of an
undertaking by or on behalf of the representative to repay such amounts unless it will ultimately be
determined that he or she is entitled to be indemnified by the corporation as authorized in Paragraphs
I through 3 above.
SECTION 5.08. Indemnification of Former Representatives.
Each such
indemnity may continue as to a person who has ceased to be a representative of the corporation and
may inure to the benefit of the heirs, executors and administrators of such people.
SECTIOLf 5.09. Insurance.
The corporation will have the power to purchase and
maintain insurance on behalf of any person who is or was a director, offrcer, employee or agent of
the corporation or is or was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against such people and incurred by such people in any capacity or arising out of
such person's status as such, whether or not the corporation would otherwise have the power to
indemnify such people against such iiability.
SECTIOI'{ 5.10. Reliance on Provisions.
Each person who will act as an
authorized representative of the corporation will be deemed to be doing so in reliance upon the rights
of indemnification provided by this Article.
ARTICLE VI
MISCELLAI,{EOUS
SECTION 6.01. Corporate Seal.
will have a corporate
seal in the
form of a'circle containing the name of the corporation. The year of incorporation and such other
details as may be approved by the Board.
The corporation
SECTION 6.02. Checks. Allchecks,notes,billsofexchangeorotherordersinwriting
will be signed by such one or more officers, agents or employees as the Board may from time to time
determine.
SECTIOIT{ 6.03. Contracts. Except as otherwise provided in these bylaws, the Board
may authorize any officer or officers, agent or agents, to enter into any contract or to execute or
deliver any instrument on behaif of the corporation, and such authority may be general or confined
to specific instances.
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10-
SECTION 6.04. Deposits.
A11tunds of the corporation will be deposited from time
to time to the credit of the corporation in such banks, trust companies,
or other depositories as the
Iloard may approve or designate.
SECTION 6.05. Annual Report of the Board. The Board will direct the president
and treasurer to present at the annual meeting of the Board a report
showing in appropriate detail the
following:
(i) The assets and liabilities, including the trust firnds, of the corporation as of the end of the
fiscal year immediately preceding the date of the report.
(2) The principal changes in assets and liabilities including trust fimds, during
the year
immediateiy preceding the date of the report.
(3) The revenue or receipts of the corporation, both unrestricted
and restricted to particular
purposes, for the year immediateiy preceding the date of the
report, including separate d.ates with
respect to each trust fund held by or for the corporation.
(4) The expenses or disbursements of the corporation, for both general and restricted
purposes, dwing the year immediately preceding the date
of the report, includlng separate data with
t'espect to each trust firnd held by or for the corporation. The
annuai report of the Board will be filed
rvith the minutes of the annual meeting of the Board.
SECTIOI! 6.06. Amendment of By-Laws. These bytaws may be amended or
repeaied, or new bylaws may be adopted, by vote of a majority
of the Board of the corporation in
office at any regular or special meeting. Such proposed amendment, repeal or new
bylaws, or a
summary thereof' will be set forth in any notice of such meeting, whethei
regular or special.
The foregoing By-Laws, comprisingpf elsven (11) pages, were adopted as the
By-Laws of
Edinboro University Services, Inc., on J//a,/Oa
The By-Laws in efflect at present are the
same as
adopted on such dates by the Corporation.
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Edinboro University Services, Inc.
2O1_1.h2..s
CORPORATE RESOLUTION
lune29,20L2
that the Board of Edinboro University Services, lnc., authorize and approve a change to
BYLAWS of Edinboro University services, lnc. to read as follows:
BE lT RESOLVED
the
SECTTON
.
2.03. Quolification and Selection. (3d paragraph)
Ctass lt- Not less than Four
(4t
memhers who wilt be non.employees of Edinboro
University of Pennsylvonio will be nominoted ond approved by the Board of Directors by notification in
writing to the Secretary of the Corporation."
This language will supplant the previous stipulation that
members" be class ll
Ha
members.
rry Gorton, President
'Not
Iess
than Four (4) nor more than (7)
'
r
D-e({,L
Corporate Officer
Edinboro University Services, Inc.
2Ot2/13..O9
CORPORATE RESOLUTION
June 25,2013
that the Board of Edinboro University Services,.lnc., authorize and approve to change
the BYLAWS of the Corporation, SECTION 2.03, to read:
BE IT RESOLVED
"Closs I - One member of the Council of Trustees will be oppointed by the Chairperson of the Council
Trustees of Edinboro University of Pennsylvanio by notification in writing to the Secretory of the
Corporation. This is an ex-officio position with non-voting rights and the Closs I member sholl not be
permitted to serve as on Officer of the Corporotion."
}-*