Sc4 Foundation

“In light of organizational services being performed for the sc4 foundation by the community foundation of st. Clair county (the "community foundation") under the memorandum of understanding, it should be noted that these two organizations share five board members in common. However, given governance structures, policies, and board sizes of the two organizations, no single or handful of trustees together could control nor place undue influence on any business or activities conducted by either foundation's board, committees or staff. Also, the foundation's governance is structured to engage key community leaders from all business aspects and geographic areas of the county, and thus, given this approach and the board size (at 17), there inevitably will be some situations where a business relationship may arise between trustees. In all such instances, sc4 foundation has had no involvement otherwise with the respective businesses to which the trustees may have relationships. Furthermore, the community foundation as servicer for sc4 foundation, takes measures to maintain transparency, keep any transaction at arm's-length, and identify and enforce its conflict of interest policy and procedures. For transparency, we believe additional disclosure is warranted to address relationships between one or more sc4 foundation's board members and indirect financial relationships involving assets held by the community foundation. Those relationships are as follows: 1. Four sc4 foundation trustees have business relationships with one another at eastern michigan bank. Those are trustees will oldford, jasmine williams, steve schweihofer and tim ward, with the first two being currently employed by eastern michigan bank and the last two serving on its board. Will oldford, is its president, and jasmine williams is a commercial loan officer. Although the community foundation maintains a deposit account with eastern michigan bank and at times, sc4 foundation may have shared unit ownership in pooled investments including funds held in that bank account, those investment decisions are overseen by the community foundation's separate finance & investment committee (with 13 members) as advised by its independent investment advisor. Furthermore, these bank accounts meet the same requirements / criteria of accounts offered to non-profit organizations and the general public, and none of these trustees are authorized signers on those accounts and could not otherwise conduct activity for those accounts. 2. Similarly to the banking relationship noted above, christine newberry is vice president and trust officer for huntington national bank. In that position, she is the assigned relationship officer for an investment account owned by the foundation. That said, the assets held in that respective investment account represent a portion of designated asset classes within the foundation's pooled investments. Sc4 foundation has a shared unit ownership in these pooled investments; however, the specific investments held are at the investment direction of the community foundation's finance & investment committee as advised by its independent investment advisor. Consequently, ms. Newberry has no influence on the decisions or can otherwise control the assets. 3. Two other sc4 foundation trustees have business relationships directly with the college (sc4) that are typical to similar interactions within the community given their positions and their business or organization. However, any and all such business arrangements would be negotiated by college staff and its college board of trustees, none of which serve on the sc4 foundation board. These two trustees are: duncan smith, president of all star services, who provides vending services to the college; and randy fernandez, city manager for marysville, michigan, who has entered into a sports agreement for a "south campus" (soccer field and running track) in marysville. In both these instances, sc4 foundation has not provided an”

“The sc4 foundation modified their bylaws for the number of directors from a minimum of 15 directors to a minimum of 9 directors, and the maximum number was changed from 25 directors to 17 directors.”

“Following approval of its audited financial statements, the board separately reviews and approves the form 990 prior to filing.”

“Under its agency fund and supplemental memorandum of understanding servicing agreements, sc4 foundation adopted policies and practices that align to the community foundation of st. Clair county (the "community foundation"). Annually, the board updates potential conflicts of interests and approves its delegation of grant-making authority, outlining how grants and awards will be made through its decentralized system of committees. As a component of st. Clair county community college (sc4), some donor funds may award grants directly to sc4 in support of its programs, operations or facilities. However, the bulk of awards are made in the form of scholarships to students at sc4, with distribution being made to sc4 on those students' behalf. Under the annual grant-making authority delegation, selection of student scholarship awards is delegated to sc4's director of financial services and her staff, who are independent from the sc4 foundation fund donors. Following the college's non-discriminatory practices, sc4 staff members match recipients to specified criteria for each of sc4 foundation donor funds. For each scholarship cycle, a list of student awards is provided to the community foundation's program team for processing. Community foundation program team staff review awards and address any potential conflicts of interest among the scholarship selection committee members. Subsequently at time of sc4 invoicing, they work with sc4 staff to document and record scholarship withdrawals or forfeitures. The role of the board's appointed scholarship oversight committee is to ensure donor funds actively make awards, and where appropriated spending budgets are not being spent, assess the reasons and recommend board action as appropriate.”

“The sc4 foundation is a component of the st. Clair county community college (sc4) and as such, its financial statements would get incorporated into sc4's audited financial statements. The sc4 foundation continues to operate under an agency fund and supplemental memorandum of understanding servicing agreements with the community foundation of st. Clair county for fund management and organizational services. Such agreements were executed in 2018, with the primary goal of this new collaboration to enhance endowment fund management and increase philanthropic support for st. Clair county community college and its students. Whereas scholarship selection was transitioned back to sc4 staff in 2020, all other fund management and organizational services are performed by the community foundation of st. Clair county. Through the duration of the memorandum of understanding, the sc4 foundation's corporate governing documents, information on its conflict of interest policy, its audited financial statements and form 990's are available by the community foundation of st. Clair county upon request.”

“Sc4 foundation is a component of st. Clair county community college (sc4). As such, there were a few related transactions: 1. Sc4 foundation provided grants to sc4 aggregating $37,686 (net of cfscc's third party share) for its facilities and/or programs. 2. Sc4 provides student scholarship selection for sc4 foundation at no cost (as a related organization), which results in a reported in-kind gift and expense of $7,265. This amount represents the cost allocation of 110 hours of time (wages/benefits) for sc4 staff performing such services for the fiscal year-ended june 30, 2022.”