Hagerstown Community College Foundation Incorporated

“The executive committee shall consist of the officers of the board, the past president, the executive director, and the president of the college. The primary function of this committee is the management of the foundation subject to such limitations as the board of directors of the foundation by resolutions may provide. Duties shall include, but are not limited to: functioning on behalf of the board of directors between board meetings managing the board's agenda limiting the board's workload to key issues and tasks planning for the year's activities.”

“The membership of the foundation shall consist of 32 individuals, 29 of whom shall be voting members. The composition of the membership shall be as follows: 1) the president of hagerstown community college, who shall be an ex-officio and non-voting member. 2) one (1) member of the faculty of the college elected by the faculty assembly to serve for a three-year period. 3) one (1) or two (2) members of the board of trustees of the college who will be appointed annually by the chair of the board of trustees of the college. 4) one (1) person to be designated by the alumni association of the college to serve for a three-year period. 5) a number not to exceed twenty-five (25) persons for a three-year period with at least six (6) persons being elected annually. These persons are to be named by a majority of the members designated in numbers (1-4 above,) plus the remaining members of this category who are not up for election in that year. 6) the director of student financial aid and director of institutional advancement shall be ex-officio and non-voting members.”

“New members of the governing body are appointed by a majority of the existing members, some of which are non-voting members.”

“The form 990 was prepared by tax advisors of a national accounting firm with information provided by management. The foundation does not require the entire board to approve the form 990 before it is filed. The foundation president and treasurer have authority to review and approve on behalf of the board.”

“Prior to board or committee action on a contract or transaction involving a conflict of interest, a director or committee member having a conflict of interest and who is in attendance at the meeting shall disclose all facts material to the conflict of interest. Such disclosure shall be reflected in the minutes of the meeting. A director or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a conflict of interest shall disclose to the chair of the meeting all facts material to the conflict of interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting. A person who has a conflict of interest shall not participate in or be permitted to hear the board's or committee's discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting. A person who has a conflict of interest with respect to a contract or transaction that will be voted on at a meeting may be counted in determining the presence of a quorum for purposes of the vote. The person having a conflict of interest may not vote on the contract or transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person's ineligibility to vote shall be reflected in the minutes of the meeting. An action on a contract or transaction shall be approved if it receives the affirmative vote of a majority of the disinterested persons entitled to vote.”

“The foundation makes its governing documents, conflict of interest policy, and financial statements available for public inspection upon request.”

“Write off of uncollectible pledges -17,393.”