Mission

Administrative Fee Policy

Mission

The Colorado Mountain College Foundation (Foundation) builds sustainable community support for the needs and strategic priorities of Colorado Mountain College and its students.

Purpose of the Policy

As the facilities and programs of Colorado Mountain College (College) expand, the role of the Foundation is critical. Fundraising at the Foundation not only includes soliciting contributions, but also gift processing and accounting as well as donor stewardship. Hence, to recover a portion of the Foundation’s management costs, an administrative fee will be assessed for all gifts. The Foundation also serves as a Fiscal Agent for Government and Complex Grants the College receives, for which an administrative fee is required to ensure sound reporting and programmatic management.

Definitions

Fund Types

• Current Use Fund: a fund established to receive and expend gifts intended by the donor to be used for current purposes or programs; a fund that is not an endowment.
• Endowed Fund: a fund established to receive and invest gifts made by donors with a portion of the earnings used for restricted or unrestricted purposes. An endowed fund protects the gift in perpetuity by responsibly investing the principal (corpus) and distributing an annual payout realized from a portion of the investment income allowing the fund’s real value to increase over time.

Gift Types

• Gift: the charitable and irrevocable transfer of money or property given voluntarily. Gifts may be designated for specific purposes and the donor may require reporting on the use of gifted funds, but they may not require returns be they financial, or real or intellectual property. Some gifts may receive naming recognition.
• Grant: A grant is essentially synonymous with a gift except that they come from a charitable foundation or corporation.
• Government Grant: A grant that is resourced via State or Federal funding.
• Gift-in-kind: the charitable and irrevocable transfer of tangible property given voluntarily. These transfers are motivated by something other than consideration or expectation of financial return or contractual obligation.
• Pledge: the promise of a gift made legally binding by signed agreement.
• Program Income: funds appropriately received by the Foundation to further a program of the University and Foundation, which are not philanthropic, including, but not limited to ticket sales, membership, royalty payments, sales of tangible property, and sponsorships.

Policy

To offset the costs of fundraising, gift management, administration, and scholarship support the Foundation will assess a one-time administrative fee upon receipt by the Foundation.

For non-Governmental Grants, and Gifts or Grants that do not require extensive grant reporting requirements and/or program coordination, the administrative fee is determined as a percentage of the contribution according to the following sliding administrative fee scale:

Gift Amount

• > / = $500,000 has a 3% Administrative Fee Rate
• $100,000 - $499,999 has a 4% Administrative Fee Rate
• < / = $99,999 has a 5% Administrative Fee Rate

Gifts or Grants from College or Foundation employees are exempt from administrative fees. To offset Grant report requirements and Program Coordination requirements of Government Grants and/or complex non-Governmental Gifts or Grants, the CMC Foundation will utilize the 10% Federally allowed de minimis rate of 10%, or greater if allowed.

1. Where a grant or gift agreement between/among the relevant parties specifically addresses the administrative fee, the grant or gift agreement takes precedent with respect to the administrative fee.
2. Requests to waive the administrative fee must be approved by the Chief Executive Officer (CEO) of the Foundation in counsel with the Executive Committee (Committee) of the Foundation or the Committee Chair should the CEO determine that such counsel is necessary. Such approvals will be documented in writing. Any waiver must be in the best interests of the Foundation and the College.
3. The administrative fee will be disclosed to donors at the time of the gift.
4. The balance of the gift will be allocated to the intended purpose(s).

Changes to this policy
This policy has been reviewed and approved by the Foundation Board of Directors. The Board must approve any changes to or deviations from this policy.

Cash and Investment Policy

Mission

The Colorado Mountain College Foundation (Foundation) builds sustainable community support for the needs and strategic priorities of Colorado Mountain College and its students.

Purpose of the Policy

The Colorado Mountain College Foundation, Inc. (Foundation) is a non-profit corporation organized under Section 501(c) (3) of the Internal Revenue Code (Code) and incorporated under Article 40, Title 7 of the Colorado Revised Statutes of 1973. The Foundation adopted, amended, and restated Articles of Incorporation May 23, 2006. The Foundation was established primarily to promote the welfare, development, growth, and being of Colorado Mountain Junior College District (College) but also to support affairs of its community. The Foundation’s fiscal year runs from July 1 through June 30.

In carrying out its mission, the Foundation raises funds which it must administer, manage, and invest. Such funds may be contributed without restriction (unrestricted), with temporary restriction(s) (temporarily restricted) or with permanent restriction(s) (permanently restricted). The purpose of the Cash and Investment Policy Statement is to establish a clear understanding of 1) the nature of the Foundation’s financial assets and scope, 2) applicable laws, regulations, and principles, 3) the identity of the Foundation’s fiduciaries, delegation authority, responsibilities, 4) standards of conduct of fiduciaries, 5) investment objectives, philosophy, strategy, asset allocation, and tolerable risk, 6) investment vehicles, 7) spending policy, 8) rebalancing policy, 9) coordination of fiduciary responsibilities, 10) monitoring process, 11) policy review process, and 12) approval and effective date.

I. Nature of Financial Assets and Scope

The Foundation has unrestricted financial assets which may be used as its fiduciaries deem necessary including for operational costs; such funds are accumulated from administrative fees on contributions per the Foundation’s Administrative Fee Policy as amended February 18, 2021 and undesignated donor contributions. The Foundation also has temporarily restricted financial assets which it will utilize according to donor restrictions generally over a period of one – five years. The Foundation also has temporarily restricted assets generated from the net investment and distribution activity on its permanently restricted endowments; such funds may be used at any time in accordance with applicable law or controlling gift agreement. Finally, the Foundation has permanently restricted financial assets, or endowments, which are permanently invested and will not be used barring revision to the pertinent gift agreement by the donor and the Foundation, the expiration of a period of time, or the occurrence of a certain event per the applicable gift agreement in the case of a termendowment or action by the Foundation Board of Directors in the case of a quasiendowment. Administration of endowment funds are also governed by the Foundation’s separate Endowment Policy.

This policy is intended to apply to all financial assets of the Foundation.

II. Applicable Laws and Principles

This policy is intended to comply with all pertinent local, state, and federal laws and regulations, and financial accounting standards including, but not limited to: the Internal Revenue Code; Sarbanes-Oxley; Colorado Revised Statutes, in general; Colorado Revised Statute 15-1-11 “Uniform Prudent Management of Institutional Funds Act” (UPMIFA), specifically; Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC).

Should the terms of a gift agreement conflict with established policy, the gift agreement will control presuming such gift agreement is legal; where the terms of a gift agreement are or become illegal, the applicable law will control.

In the future, should laws, regulations, or Foundation policies be enacted or amended which apply to this policy, this policy will be deemed to be amended to comply with such laws or regulations until such time as this policy can be formally amended or restated.

III. Fiduciaries, Delegation Authority, and Responsibilities

The following are fiduciaries with respect to the Foundation’s financial assets and possess delegation, authority, and responsibilities as described below. All fiduciaries are required to complete the Foundation’s annual Conflict of Interest Disclosure Statement (Exhibit A).

A. Board of Directors: The Foundation Board of Directors (Board), including the Foundation Chief Executive Officer (CEO) as an ex-officio member, has the ultimate fiduciary responsibility for the Foundation’s financial assets and management and investment thereof. The Board is responsible for ensuring that appropriate policies governing the management of the financial assets are in place, implemented, and operating effectively. The Foundation CEO appoints the members of the Finance & Investment Committee, and the Board has the authority to delegate the responsibilities to the Finance & Investment Committee for drafting, implementing, and overseeing the execution of this Cash and Investment Policy. However, the Board retains the responsibility for approving this policy.

B. Finance & Investment Committee: The Finance & Investment Committee (Committee), including the Board Chair and CEO as ex-officio members, is responsible for drafting, implementing, and overseeing the execution of this Cash and Investment Policy, but may delegate the responsibility for drafting this policy as it deems necessary; however, the Committee must approve the draft policy and recommend it to the Board for its approval. The Committee may also delegate its responsibilities to the Committee Chair as it deems necessary for the expeditious execution and operation of this policy. The Committee is also responsible for approving investment strategy; hiring investment managers and investment consultants, if any; and monitoring portfolio performance of Investment Managers on a regular basis (quarterly at a minimum) to ensure compliance with this policy. The Committee will meet a minimum of two times per year with the Investment Manager(s) and Investment Consultant to review relevant quarterly investment performance, economic outlook, and other items as necessary. The Committee will report to the Board the status of and outlook for the Foundation’s financial assets at the Board meetings.

C. Investment Manager: The Investment Manager (Manager) implements the strategy for which it is retained by purchasing, selling, or holding the specific investments to achieve the Foundation’s investment objectives, and has full discretion to make all investment decisions for the assets placed under its domain while operating within the policies, guidelines, and constraints outlined in this statement. Managers may utilize active and passive investment management. The Manager will meet with the Finance & Investment Committee a minimum of two times per year or more often as the Committee deems necessary.

D. Foundation Accountant: The Foundation Accountant (Accountant) is generally responsible for the coordination of the other fiduciaries with respect to the management and investment of the Foundation’s financial assets. The Accountant records gifts to the Foundation in the Foundation’s accounting software according to the terms of the respective gift agreement and/or the terms of the Foundation’s Gift Acceptance Policy as amended April 25, 2013. Additionally, the Accountant reviews, manages, and reconciles cash and investments on a daily, monthly or annual basis, as appropriate, and requests/suggests transfers between cash and investment accounts as necessary; monitors investment between/among Managers and investment sector on a monthly basis; attends any meetings between the Committee and Manager and/or Custodian; and performs other cash and investment duties as assigned by the Committee.

E. Other Foundation Staff: Due to proper segregation of duties, the Accountant is not responsible for handling directly contributions to the Foundation. Various other Foundation “staff” including the Foundation’s Regional Development Officers (who are College employees and/or independent contractors as of the date of this policy) receive funds for the Foundation, log such contributions, deposit funds into the Foundation’s accounts and/or authorize/transfer funds between/among the Foundation’s accounts. 

F. Custodian: The Custodian safeguards the assets of the portfolio and is responsible for the settlement of securities bought and sold, collecting dividends and interest payments from the securities in the portfolio, and administering corporate actions on securities held, such as stock splits and dividends. The Custodian also provides monthly and annual accounting reports and disburses funds.

IV. Standards of Conduct of Fiduciaries

In carrying out their duties, the fiduciaries will adhere to the following standards of conduct in managing and investing the Foundation’s financial assets:
A. Purpose: Subject to the intent of a donor expressed in a gift instrument, consider the charitable purposes of the Foundation and the purpose of the funds.
B. Prudence, Loyalty, Obedience: Manage and invest the funds in good  faith and with the care that an ordinarily prudent person in a like position would exercise under similar circumstances in addition to complying with the duties of 1) loyalty which requires a fiduciary to always act in the best interest of the Foundation putting personal or private interest aside and avoiding any conflicts of interest or reporting such conflicts on the Foundation’s annual Conflict of Interest Disclosure Statement (Exhibit
A) and 2) obedience which requires a fiduciary to comply with applicable fiduciary law while keeping the Foundation true to its mission.
C. Costs: Incur only costs that are appropriate and reasonable in relation to the assets, the purposes of the Foundation, and the skills available to the Foundation including, but not limited to, management and custodial fees, consulting fees, and transactions costs.
D. Fact Verification: Make a reasonable effort to verify facts relevant to the management and investment of the funds.
E. Pooling: Pool funds for purposes of management and investment if advantageous to the Foundation.
F. Considerations: Except where otherwise provided by a gift instrument, consider the following: general economic conditions; the possible effect of inflation or deflation; the expected tax consequences, if any, of investment decisions or strategies; the role that each investment or course of action plays within the overall investment portfolio of the Foundation; the expected total return from income and the appreciation of investments; other resources of the Foundation; the needs of the Foundation to make distributions and preserve capital; an asset’s special relationship or special value, if any, to the charitable purposes of the institution.
G. Entire Portfolio: Except as otherwise provided by a gift instrument, make management and investment decisions about an individual asset not in isolation, but rather in the context of the Foundation’s portfolio of investments as a whole and as a part of an overall investment strategy
having risk and return objectives reasonably suited to the investment type and to the Foundation.
H. Permitted Investments: Except as otherwise provided by a gift  instrument, invest in any kind of property or type of investment consistent with this policy.
I. Diversification: Except as otherwise provided by a gift instrument, diversify Foundation investments unless, because of special circumstances, the purposes of the Foundation are better served without diversification.
J. Portfolio Rebalancing: If necessary, rebalance the portfolio to bring the funds into compliance with the purposes, terms, and distribution  requirements of the Foundation.
K. Special Skills: Except as otherwise provided by a gift instrument, use special relevant skills or expertise that the fiduciary possesses in managing and investing the Foundation’s financial assets.

V. Investment Philosophy, Objectives, Strategy, Asset Allocation, and Tolerable Risk

The Foundation recognizes that a strategic asset allocation plan implemented in a consistent and disciplined manner will be the major determinant of the Foundation’s success in managing its financial assets. While preservation of capital is important, the Foundation also believes that varying degrees of investment risk are generally rewarded with compensating returns and that it is not a breach of fiduciary responsibility to pursue riskier investment strategies if such strategies are in the Foundation’s best interest on a risk-adjusted basis and is consistent with sufficient liquidity and investment risks that are prudent and reasonable given prevailing capital market conditions. The Committee may waive or modify any of the restrictions in these guidelines in appropriate circumstances and as allowed by law. Any such waiver or modification will be made only after a thorough review of the Manager and investment strategy involved; an addendum supporting such investment strategy will be maintained as a permanent record of the Committee. All waivers and modifications will be reported to the Board at the meeting immediately following the granting of the waiver or modification.

Risk management is focused on understanding both the investment and operational risks to which the Foundation is exposed; the objective is to minimize operational risks and require appropriate compensation for investment risks which the Foundation is willing to accept.

New funds sent to a Manager for investment will be designated as Short-term, Intermediate-term or Long-term funds, as appropriate, if necessary.

A. Short-term Investments: The Foundation has estimated the amount of funds to be disbursed in the next fiscal year for operations and the programs of its mission, and reviews/revises this estimate annually or more often as required. Additionally, the Foundation has established and reviews annually the target cash balance as an average of its typical disbursements. Given the Short-term investment period for such disbursements, the equivalent 1) the estimated funds to be disbursed in the next fiscal year; and 2) the target cash balance will be deposited or invested 100% in cash and equivalents with the objective of preserving principal with minimal risk (Exhibit B). Acceptable investments include checking and savings accounts, money market funds, certificates of deposit, commercial paper, United States (US) Treasury Bills and notes, US Government mortgage-backed securities, and Colorado Mountain College Foundation Cash and Investment Policy Approved February 23, 2023 Page 5 of 10 Certificate of Deposit Account Registry Service (CDARS); maturities, if applicable, should be staggered in 30-, 60- and 90- day investments.

Foundation funds in deposit accounts to take advantage of Federal Deposit Insurance through the Federal Deposit Insurance Corporation (FDIC) must not materially exceed the deposit limit (currently $250,000 per depositor per institution), and such accounts’ structure must comply with other applicable terms per the FDIC insurance program.

The Foundation recognizes that such an amount is necessary to ensure funds available for agreements, such as scholarships, being paid in the current fiscal year as well as those to be paid in the following fiscal year as a result of the spring scholarship award process.

Net investment earnings from Short-term investments will remain in the Short-term investments until disbursed.

See additional parameters and guidance regarding Short-term investments at VI. – A. Investment Vehicles – Cash & Equivalents.

B. Intermediate-term Investments: The Foundation has estimated the amount of funds to be disbursed in two – five years in connection with the programs of its mission, and reviews/revises this estimate annually or more often as required. Given the Intermediate-term investment period for such disbursements, the lesser of 1) the estimated funds to be disbursed in the next 2 – 5 fiscal years and 2) the total cash and investments balance less the Long-term Investments balance and Short-term Investments balance will be invested with the object of consistently providing a stable stream of spendable interest and dividends that increases over time at least as fast as the general rate of inflation as measured by the All Items Consumer Price Index for All Urban Consumers (CPI-U) to preserve relative purchasing power with a moderate level of risk (Exhibit B). Asset allocation guidelines are as follows with the actual allocations addressing the concurrent goals of income and safety of principal:

• Cash & Equivalents = 0% – 10% Allocation Range
• Fixed = 40% – 60%
• Equity = 40% – 60%

Net investment earnings from Intermediate-term investments will remain in the Intermediate-term investments until transferred to the Short-term investments for disbursement.

C. Long-term Investments: The Foundation has a Long-term investment period for permanently restricted funds, or endowment corpus, and for funds to be disbursed in excess of five years as estimated and reviewed/revised by the Foundation annually or more often as required. Long-term investment shall be invested with the goal of generating annual income that may be spent according to donor restrictions for the purpose of awarding named scholarships, faculty support, and/or other designation per the donor. Therefore, such amounts will be invested pursuing a growth strategy with the objective of achieving a total return that meets the spending rate of 4% plus the rate of inflation as measured by the All Items Consumer Price Index for All Urban Consumers (CPI-U) while maintaining a moderate level of risk (Exhibit B). Asset allocation guidelines are as follows with the actual allocations addressing the concurrent goals of total return and minimizing risk:

• Cash & Equivalents = 0% – 10% Allocation Range
• Fixed = 40% – 60%
• Equity = 40% – 60%

Net investment earnings from Long-term investments classified as temporarily restricted will remain in the Long-term investments until transferred to the Intermediate- or Short-term investments. Net investment earnings from Long-term investments classified as permanently restricted under a Foundation “hybrid endowment” agreement will remain in the Long-term investments as corpus.

See additional parameters and guidance regarding Investment Vehicles in section VI. Investment Vehicles.

VI. Investment Vehicles

The Investment Manager has complete discretion over the timing and selection of securities for the assets under its management so long as the following guidelines and restrictions are followed. Note that, should a manager utilize mutual funds to implement any of the aforementioned investment strategies and asset allocations, only funds with no initial or front-end load should be purchased.

A. Cash and Equivalents: The Foundation will exercise sufficient due diligence to minimize investing in cash and cash equivalents that will become illiquid. A Manager may invest in the highest quality commercial paper, repurchase agreements, US Treasury Bills, certificates of deposit, and money market funds to provide income, liquidity for disbursements, and preservation of principal. Commercial paper assets must be rated at least A1 by Standard & Poor’s (S&P) or P-1 by Moody’s Investor Service (Moody’s). No more than 5% of the assets under the management of a manager may be invested in the obligations of a single issuer with the exception of the United States Government and its agencies.

Un-invested cash reserves shall be kept to a minimum; short-term, cash-equivalent securities are not usually considered an appropriate investment vehicle for investment. However, such vehicles are appropriate as depository for income distributions from longer-term investments or as needed for temporary placement of funds directed for future investment in the longer-term capital markets. Also, such investments are the standard for contributions to the current fund or for current operating cash.

B. Fixed Income Securities: The purpose of fixed income investments, both domestic and international, is to provide diversification and a predictable and dependable source of current income. It is expected that fixed income investments will not be totally dedicated to the long-term bond market but will be flexibly allocated among maturities of different lengths according to interest rate prospects. Fixed income instruments should reduce the overall volatility of the portfolio and provide a deflation hedge. This component includes both the domestic fixed income market and the markets of the world’s other developed economies. It includes, but is not limited to, US Treasury and government agency bonds, foreign government and supranational debt, public and private corporate debt, mortgages and asset-backed securities, and non-investment grade debt. Fixed income also includes money market instruments including, but not limited to, commercial paper, certificates of deposit, time deposits, bankers’ acceptances, repurchase agreements, and US Treasury and agency obligations.

The total fixed income portfolio is further delineated into two types: Investment Grade and High Yield. The Investment Grade portfolio will be invested in domestic issues and is expected to provide cash flow and relatively less volatility than the equity asset classes. The High Yield portfolio will be invested in below-investment grade securities that have been issued by going concerns; such securities display a lower correlation to many asset classes with the objective of reducing overall portfolio volatility and exhibit higher yields to maturity than investment grade bonds thereby improving the Foundation’s net cash flow. The High Yield portfolio will be less than or equal to 15% of total fixed income securities.

Investments in fixed income securities should be managed actively to pursue opportunities presented by changes in interest rates, credit ratings, and maturity premiums. Investments of a single issuer, with the exceptions of the US Government and its agencies (including Government National Mortgage Association, Federal National Mortgage Association, and Federal Home Loan Mortgage Corporation) may not exceed 5% of the total market value of assets under a Manager’s direction.

C. Equity Securities: The purpose of equity investments, both domestic and international, in the Foundation is to provide capital appreciation, growth of income, and current income with the recognition that this asset class carries with it the assumption of greater market volatility and increased risk of loss. This component includes domestic and international common stocks traded on the world’s stock exchanges or over-the-counter markets.

Public equity securities shall generally be restricted to high quality, readily marketable securities of corporations that are traded on the major stock exchanges, including NASDAQ. Equity holdings must generally represent companies meeting a minimum market capitalization requirement of $200 million, with reasonable market liquidity. Decisions as to individual security selection, number of industries and holdings, current income levels and turnover are left to broad Manager discretion subject to the standards of fiduciary prudence. However, no single major industry shall represent more than 20% of the portfolio’s total market value under the Manager’s direction, and no single security shall represent more than 5% of the portfolio’s total market value under the Manager’s direction.

D. Derivatives: The Manager must seek permission from the Committee to include derivative investments in the Foundation’s portfolio. The Manager will report to the Committee on an annual basis or as requested by the Committee the approximate percentage of holdings of derivatives in their investments and provide examples of the current types of derivatives being used. To minimize risk and volatility, each manager using derivatives shall 1) exhibit expertise and experience in utilizing such products, 2) demonstrate that such usage is strategically integral to their security selection, risk management or investment processes, 3) demonstrate acceptable internal controls regarding these investments, and 4) maintain the asset value in derivatives in the range of 0 to 5% of asset value under the Manager’s control.

E. Hedge Funds: The Manager must seek permission from the Committee to include hedge fund investments in the Foundation’s portfolio. The object of hedge funds is to diversify Foundation assets and provide returns with low correlation to the public equity and fixed income markets via structural advantages, including controlling market exposure through hedging and increased exposure to manager skill through unconstrained investment management and opportunistic investing. Equity-oriented or market-neutral hedge funds (i.e.: Long/Short, Macro Event Driven, Convertible Arbitrage, and Fixed Income strategies) can be both domestic and international market-oriented. These components may be viewed as equity-like or fixed income-like strategies as defined by their structures and exposures.

F. Other Alternatives: Unless a specific type of alternative investment is allowed in this document, the Manager must seek permission from the Committee to include alternative investments in the Foundation’s portfolio. Alternative investments may be favored because their returns generally have a low correlation with those of standard asset classes. Alternative investments other than stocks, bonds, and cash may include the following addition to those alternatives previously discussed.

1. Commodities, or any homogenous good traded in bulk on an exchange such as, but not limited to, precious metals and grain. To be considered a commodity, an item must satisfy three conditions: a) it must be standardized, b) it must be usable, and c) its price must vary enough to justify creating a market for the item.
2. Equity real estate held in the form of professionally managed, income-producing commercial and residential property. If approved by the Committee, such investment may be made only through professionally managed pooled real estate investment funds, as offered by leading real estate managers with proven track records.

G. Prohibited Investments and Transactions: In addition to those restrictions outlined above, a Manager is prohibited from borrowing money, pledging assets, and trading uncovered options, currencies, or exchange traded funds (ETFs) that employ leverage or other strategies prohibited in this policy, without the advance approval of the Committee. The Manager is also restricted from investing in private placements and restricted stock unless otherwise permitted by the Committee. Managers may not invest in securities whose issuers are or are reasonably expected to become insolvent or who otherwise have filed a petition under any state or federal bankruptcy or similar statute.

VII. Spending Policy

A. Short-term Investment: The entire Short-term investment balance at any point in time is expected to be expended within one year from the measurement date. The Short-term investment is funded by transfers from the Intermediate-term or Long-term investments.

B. Intermediate-term Investment: The entire Intermediate-term investment balance at any point in time is expected to be expended within two to five years from the measurement date. The Intermediate-term investment is funded by transfers of net investment income from the Long-term investment as stipulated below or of funds in excess of the target Short-term investment balance.

C. Long-term Investment: For those funds invested Long-term as endowment corpus or possibly net investment earnings thereon, the maximum allowable spending amount is 4.5% of the average fair market value for such funds calculated over a rolling twelve quarter period ending the December 31st immediately preceding the fiscal year end of June 30th subject to the following. With respect to endowments in existence for less than 12 quarters, the maximum allowable spending amount of 4.5% shall be calculated on the average fair market value during the number of quarters that endowment has been in existence, as calculated on December 31 immediately preceding the fiscal year end of June 30th. In keeping with the Foundation’s Endowed Scholarships Policy, and subject to any specific gift agreement, the original corpus of any endowment shall not be invaded or reduced.

1. Subject to the intent of a donor expressed in a gift agreement, the Foundation may appropriate for expenditure or accumulate so much of an endowment fund as the Foundation determines is prudent for the uses, benefits, purposes, and duration for which the endowment is established. Unless stated otherwise in the gift agreement, the assets in an endowment fund are donor-restricted assets until appropriated for expenditure by the Foundation. In making a determination to appropriate or accumulate, the Foundation shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and shall consider, if relevant, a) the duration and preservation of the endowment fund, b) the purposes of the Foundation and the endowment fund, c) general economic conditions, d) the possible effect of inflation or deflation, e) the expected total return from income and the appreciation of investments, f) other resources of the Foundation, and g) this policy.
2. To limit the authority to appropriate for expenditure or accumulate under subsection 1) of this section, a gift agreement must specifically state the limitation.
3. Terms in a gift agreement designating a gift as an endowment or a direction or authorization in the gift agreement to use only “income”, “interest”, “dividends” or “rents, issues, or profits”, or “to preserve the principal intact”, or words of similar import a) create an endowment fund of permanent duration unless other language in the gift agreement limits the duration or purpose of the endowment fund, and b) do not otherwise limit the authority to appropriate for expenditure or accumulate under subsection 1) of this section. Colorado Mountain College Foundation Cash and Investment Policy Approved February 23, 2023 Page 9 of 10. For those funds invested Long-term as non-endowment-related temporarily restricted funds or the net investment earnings thereon, the entire balance may be spent according to donor stipulations, if any.

Funds may be transferred from the Long-term Investment to either the Intermediate- or Short-term Investments as necessary to facilitate disbursement.

The maximum allowable spending amount does not necessarily need to be spent within the year and can continue to remain in the account for Long-term growth.

VIII. Rebalancing Policy

The Foundation expects the Manager to rebalance the portfolio within the targeted ranges stated in section V. above on a quarterly basis so as not to cause undue expense to be allocated to the portfolio or more frequently at the direction of the Committee. The purpose of rebalancing is to control portfolio risk and maintain the policy asset allocation within the targeted ranges. When the assets are out of their stated ranges, they are rebalanced back to the target weight unless extreme market conditions require implementation of prudent alternatives. Tactical rebalancing which represents portfolio positioning to opportunistically capture Short-term market anomalies is also permissible as long as the trades do not violate the stated ranges for each asset class and do not cause undue expense to the portfolio.

IX. Coordination of Fiduciary Responsibilities

From the Foundation’s position, the implementation of this policy for daily operations, communications with fiduciaries, and reporting is delegated to the Foundation’s Chief Executive Officer who may further delegate to the Foundation Accountant and Staff as deemed necessary. Board and Committee members retain the right to communicate directly with the Investment Manager and Custodian. The Investment Managers and Custodian may only delegate their responsibilities as outlined previously or as agreed to in applicable contracts/agreements with the Foundation.

X. Monitoring Process

Performance reports shall be compiled at least quarterly and presented to the Committee for its review at least quarterly. The portfolio’s investment performance and asset class components will be measured against commonly accepted benchmarks. Consideration shall be given to the extent that investment results are consistent with the investment objectives, goals, and guidelines as set forth in this statement. The Committee intends to evaluate the portfolio over a typical market cycle, usually a five-year period, but reserves the right to terminate a Manager for any reason including 1) investment performance which is significantly less than anticipated given the discipline employed and the risk parameters established, 2) failure to adhere to any aspect of this Cash Investment Policy including timely communication and reporting requirements, 3) significant qualitative changes to the Investment Manager’s organization, 4) unacceptable justification of poor results.

The Investment Manager will be reviewed regularly regarding performance, personnel, strategy, research capabilities, organizational and business matters, and other qualitative factors that may impact their ability to achieve the desired investment results.

The goals of each Investment Manager are 1) to meet or exceed the market index or blended market index selected and agreed upon by the Committee that corresponds to the style of investment management and 2) to achieve investment returns net of fees that meet or exceed the distribution rate as outlined in VII. Spending Policy above plus CPI-U, 3) to maintain a level of risk in the portfolio that is consistent with the risk associated with the index.

XI. Policy Review Process

At a minimum, this Cash and Investment Policy will be reviewed by the Committee on an annual basis during the Committee meeting to review the investment performance for the investment year ended December 31 and updated if necessary. Additionally, should the Committee deem it necessary to amend or update this policy at any other time, the Committee may do so.

XII. Approval and Effective Date

This Cash and Investment Policy and any changes to it will be recommended by the Committee to the Board and approved by that Board.

Changes to the policy

This policy has been reviewed and approved by the Foundation Board of Directors. The Board must approve any changes to or deviations from this policy.

Approved on February 23, 2023

Foundation Board and Volunteer Code of Conduct Policy

Mission

The Colorado Mountain College Foundation (Foundation) builds sustainable community support for the needs and strategic priorities of Colorado Mountain College (College) and its students.

Purpose of the Policy

This Fundraising Code of Conduct Policy articulates the ethics and values all individuals fundraising on behalf of the Foundation agree to uphold. This code applies to the Foundation Board of Directors, Foundation staff, contractual fundraisers and volunteers. The purpose of the code of conduct is to observe and promote the highest standards of personal and professional conduct to enhance the integrity of the Foundation and promote the utmost donor confidence. This policy is based on the code of ethics developed by the Association of Fundraising Professionals and Council for the Advancement and Support of Education.

Code of Conduct

The Foundation is dedicated to the highest standards of ethical conduct in its fundraising activities and business operations. Foundation Board members, staff, consultants and volunteers represent the integrity of both the Foundation and the College as well as the fundraising profession. Hence, those fundraising on behalf of the Foundation agree to uphold the highest personal and professional conduct and to abide by the College’s Policies and Procedures and the Foundation’s Code of Conduct as outlined below.

In accordance with the standards set forth by the Association of Fundraising Professionals, the Foundation Board of Directors, Foundation staff, contractual fundraisers and volunteers:

1. Shall not engage in activities that harm the Foundation.
2. Shall not engage in activities that conflict with their fiduciary, ethical and legal obligations to the Foundation.
3. Shall effectively disclose all potential and actual conflicts of interest; such disclosure does not preclude or imply ethical impropriety.
4. Shall not exploit any relationship with a donor or prospective donor.
5. Shall comply with all applicable local, state and federal civil and criminal laws.
6. Shall recognize their individual boundaries of competence and be forthcoming and truthful about their experience and qualifications.
7. Shall present and supply fundraising services honestly and without misrepresentation.
8. Shall refrain from knowingly infringing the intellectual property rights of the Foundation at all times. Individuals shall address and rectify any inadvertent infringement that may occur.
9. Shall protect the confidentiality of all privileged information relating to the Foundation, Colorado Mountain College and potential or actual donors and shall not disclose privileged or confidential  information to unauthorized parties.
10. Shall adhere to the principle that all donor and prospect information created by, or on behalf of, the Foundation are the property of the Foundation and shall not be transferred or utilized except on behalf of the Foundation.
11. Shall return all materials and information to the Foundation upon completion of a campaign and/or conclusion of engagement.
12. Shall not accept personal gifts from donors, other than token gifts.
13. Commissions, contingent fees or fees based on percentage of funds raised are strictly prohibited.
14. Shall not pay finder’s fees, commissions or percentage compensation based on contributions.
15. Shall take a donor-centric approach to all cultivation, solicitation and stewardship activity.

This code of conduct shall be included in the contract terms for all contractual fundraisers.

Violations of this code of conduct may constitute grounds for termination, suspension of payment or legal action for recovery of damages.

Changes to the code of conduct

This code of conduct has been reviewed and approved by the Foundation Board of Directors. The Board must approve any changes to or deviations from this policy.

Approved on February 22, 2024

Conflict of Interest Policy

Mission

The Colorado Mountain College Foundation (Foundation) builds sustainable community support for the needs and strategic priorities of Colorado Mountain College and its students.

Purpose of the Policy

The purpose of the Conflict-of-Interest Policy is to protect the Foundation as a tax-exempt organization when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Foundation or might result in a possible excess benefit transaction. This Policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Policy

A. Definitions

1. Interested Person. Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
   1. An ownership or investment interest in any entity with which the Foundation has a transaction or arrangement,
   2. A compensation arrangement with the Foundation or with any entity or individual with which the Foundation has a transaction or arrangement, or
   3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Foundation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section C, Paragraph 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

B. Procedures

1. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest.
   1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/ she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
   2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
   3. After exercising due diligence, the governing board or committee shall determine whether the Foundation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
   4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Foundation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of Conflicts of Interest Policy.
   1. If the governing board or committee has reasonable case to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
   2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

C. Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

D. Compensation

1. A voting member of the governing board who receives compensation, directly or indirectly, from the Foundation for services is precluded from voting on matters pertaining to that member’s compensation.
2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Foundation for services is precluded from voting on matters pertaining to that member’s compensation.
3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Foundation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

E. Annual Statements

Each director, principal office and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

1. Has received a copy of the conflicts of interest policy,
2. Has read and understands the policy,
3. Has agreed to comply with the policy, and
4. Understands the Foundation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

F. Periodic Reviews

To ensure the Foundation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax exempt status, periodic reviews shall be conducted. The periodic review shall, at a minimum, include the following subjects:

1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Foundation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

G. Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Foundation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

Changes to the policy

This policy has been reviewed and approved by the Foundation Board of Directors. The  Board must approve any changes to or deviations from this policy.

Approved on February 22, 2024

Database Access and Management Policy

Mission

The Colorado Mountain College Foundation (Foundation) builds sustainable community support for the needs and strategic priorities of Colorado Mountain College (College) and its students.

Purpose of the Policy

The Foundation’s data is some of its most valuable assets. This Database Access and Management Policy articulates guidelines for the access and management of data.

Policy

The Foundation maintains donor, alumni and contact information, scholarship applicants and applications, and financial records in databases. Data records shall be kept in accordance with all applicable laws and regulations. Access to data is restricted to select Foundation staff per their role and through password-protected processes. Data infrastructure, access and security is reviewed annually through the Foundation’s audit.

Guidelines to assist the management of the databases are as follows:

• For each transaction, and when otherwise appropriate, the donor and financial databases will be updated to reflect accurate donor and account information.
• Contact information and giving information may be shared with fundraising consultants and other volunteers, in accordance with all applicable laws and regulations and Foundation policies.
• Staff, contractual fundraisers and volunteers are required to complete and submit a contact form following meetings and contact with prospective or current donors.
• In order to ensure a complete database of College alumni records, the Foundation will import College graduate data from the College’s student database.
• The maintenance and supervision of donor records will be the responsibility of the Database Coordinator.
• Public facing scholarship information will be kept up-to-date per scholarship agreements and fund balances by the Scholarship Coordinator; balances are also maintained in financial accounts by the Foundation Accountant.
• Scholarship applications will be archived once per year.
• Access to information related to scholarship applicants is controlled by the Scholarship Coordinator to ensure the privacy of scholarship applicants.
• Financial accounts are maintained by the Foundation Accountant and backed up nightly through the College server.

Changes to the policy

This policy has been reviewed and approved by the Foundation Board of Directors. The Board must approve any changes to or deviations from this policy.

Approved on February 23, 2023

Donor Naming Opportunities Policy

Mission

The Colorado Mountain College Foundation (Foundation) builds sustainable community support for the needs and strategic priorities of Colorado Mountain College and its students.

Purpose of this Policy

The Foundation works with Colorado Mountain College (College) to offer a number of philanthropic naming opportunities to donors. The purpose of this Donor Naming Opportunities Policy is to set forth guidelines for the identification and approval of such opportunities.

Policy

The Colorado Mountain College Board of Trustees retains the authority for granting naming opportunities for significant buildings, facilities, features or portions of facilities (not including single rooms within a multi-room facility). The Foundation will identify and propose naming opportunities and associated gift amounts for approval by the College President and Board of Trustees. Naming opportunities include buildings and significant portions of buildings or facilities; equipment and systems; titled positions and chairs; as well as academic, certificate and auxiliary programs.

1. The Foundation’s Chief Executive Officer (CEO) will identify and propose naming opportunities and associated gift amounts to the Executive Committee to then seek approval from the College President and Board of Trustees.
2. The following Guidelines for granting naming opportunities are intended to serve as guidance, and not as absolute requirements, for proposed naming rights, recognizing that the size and nature of gifts will vary and that each proposed naming opportunity will be subject to review by both the Board of Directors and the college Board of Trustees

a. Buildings

1. Funding for naming a new building is proposed to be generally and in most cases one half (50%) of the construction costs (not inclusive of design and infrastructure) of the facility.
2. Funding for existing buildings will be addressed on a case-by-case basis.
3. To allow for the recognition of longtime contributors to the College/Foundation, donors with a long and consistent history of giving may have their cumulative giving (for any program or campus) factored into the considerations for a named giving opportunity.

b. Spaces within buildings

1. Gift amounts for spaces within buildings will be determined on a case-by-case basis using the space’s location, size, use and prominence.
2. Other donor recognition opportunities (e.g., walkway bricks, landscape features) may be developed as part of specific fundraising campaigns.

c. Equipment and systems

1. Gift amounts for equipment and systems will be determined on a case-by-case basis using the value of the equipment or system, purpose and/or role of the equipment or system. The minimum level of funding for naming an equipment/system is one half (50%) of the total cost of the equipment or system.

d. Endowed naming opportunities. Endowed gifts are invested in perpetuity to ensure a steady source of support over time. Naming opportunities include:

1. Titled positions and chairs
   1. Gift amounts for such programs will be determined on a case-by-case basis depending upon the discipline and visibility of the position.
   2. The College is responsible for the selection of the faculty member for the position and chair holders.
2. Academic, certificate and auxiliary programs
   1. Gift amounts for such programs will be determined on a case-by-case basis depending upon the discipline, the size and scope of the program, local/regional visibility and prominence of the program.
3. To formalize a commitment with a donor, a Gift Agreement is required. The Gift Agreement will detail the purpose of the gift, payment schedule (including start date), description of entity to be named and naming language. The Gift Agreement must be signed by the Foundation CEO and the donor and may be signed by the College President as well.
   1. If the gift is a multiyear pledge, the signed Gift Agreement must further specify the amount of the total gift that must be received for plaques/signage to be installed or for the entity to assume the appropriate name. The Gift Agreement will further specify the timeframe for receipt of that amount.
4. All plaque and signage language will be approved by the donor before ordering it, but it should conform to basic standards established by the Foundation.
5. Demolished or renovated buildings and space may be renamed. The Foundation will work with the original donor to use his/her name in a manner that honors the size of the original gift and is consistent with the donor’s intent.
6. In the case of a merger, the Foundation will work with the donor to rename the named opportunity to reflect the merger. However, the donor will incur all costs associated with changing the name.
7. The College reserves the right to withdraw from a Gift Agreement if the name of an individual or organization, which has been bestowed, comes into disrepute in the College or in the “general public.”

Definitions

Total cost of facility - The total cost of a facility includes architect’s fees, preconstruction and site prep, construction, landscaping, furnishings and equipment.

Changes to the policy

This policy has been reviewed and approved by the Foundation Board of Directors. The Board must approve any changes to or deviations from this policy.

Approved on February 23, 2023

Donor Privacy Policy

Mission

The Colorado Mountain College Foundation (Foundation) builds sustainable community support for the needs and strategic priorities of Colorado Mountain College and its students.

Purpose of the Policy

The Foundation recognizes and values the privacy of its donors. This Donor Privacy Policy outlines the collection and use of donor information.

Policy

The Foundation is committed to respecting the privacy of donors. However, tax laws in the United States require the Foundation to keep contact information and contribution level of donors on file. The types of donor information that the Foundation collects and maintains are as follows:

• Name, date of birth, gender, address, second address (if applicable),
  telephone number(s) and e-mail address (es)
• Spouse/partner name
• Degree(s), degree date(s) and College identification number, if applicable
• Giving information
• Information on events attended, publications received and special requests
  for information
• Information provided by the donor in the form of comments and suggestions

The Foundation uses donors’ information to understand their interests in its mission, to update them on the Foundation’s plans and activities, to thank donors for their donation, and to distribute receipts the donations. Access to donor information is restricted to select Foundation staff, contractors, Board of Directors and volunteers whose primary duty is to
further the legitimate philanthropic mission of the Foundation through a password-protected database and locked files. Information is shared with staff, contractual fundraisers and volunteers only on a “need-to-know” basis, and is not to be distributed.

The Foundation assures donors that their information will not be sold to any third party.

Changes to the policy

This policy has been reviewed and approved by the Foundation Board of Directors. The Board must approve any changes to or deviations from this policy.

Approved on February 23, 2023.

Colorado Mountain College Foundation Endowed Scholarships

Policy Statement

Contributions to the Scholarships Endowment of Colorado Mountain College (College) will create an enduring and permanent partnership between the College and the citizens of the region. Funds in the Scholarships Endowment will be managed and maintained on behalf of the College by the Colorado Mountain College Foundation (Foundation).

The monies generated from the prudent investment of the Scholarships Endowment will guarantee that each year more people will be able to attend the College and realize their dreams. Endowed scholarships encourage and enable students to pursue academic excellence in their field of study of higher professional competencies.

Funds obtained through individual or corporate gifts to the Scholarships Endowment are donated with the express understanding that only the interest income from such funds may be used. Therefore, a minimum balance of $50,000 is necessary for the establishment of a permanent endowment. If a smaller amount is received, earnings from that account will be re-invested until the minimum of $50,000 is reached.

Endowments that have a total fund balance below $35,000 (30% below the required $50,000) for three consecutive years or more, may be merged into a like-purpose or local campus endowment. The Foundation will make every effort to reach the donor, or donor representative, prior to a merger of endowed funds.

Endowment funds may be given either for a specific named purpose or given with no specific conditions. If a specific purpose is designated, the Donor must establish conditions for the awarding of funds in writing at the time the gift is made to the College. If no specific criteria are established, the interest income from these funds will be distributed at the discretion of the Foundation as an integral part of the College's Financial Aid Program.

Students are selected to receive awards from the Scholarships Endowment in accordance with procedures established by the Foundation. Students who meet the selection requirements may apply for any scholarship. Recipients will be notified in a timely manner. The Donor may also choose to be notified of the award and provided information and a brief history of the recipient.

Endowed scholarship funds must be on deposit at least one year prior to the first year of the award. Donors may increase the amount of retained principal at any time in order to increase the value of each scholarship awarded or to expand the number of scholarships offered each year.

The Foundation’s Cash and Investment Policy has the intended purpose of managing an annual scholarship in perpetuity, as defined by the donor(s). Endowment funds are typically invested for long-term growth and target a distribution rate of 4.5% of total average earnings of the prior three years. Any earnings above the 4.5% are reinvested with the overarching objective to provide full distribution of the intended scholarship award in perpetuity.

For endowments that state a designated award value vs. the usage of a 4.5% distribution, the Foundation has the authority to increase the annual award level to allow for cost-of-living adjustments over time, up to the 4.5% distribution allowance.

The Foundation’s Board of Directors reviews the investment percentage annually and reserves the right to make changes to the percentage distributed as it determines necessary.

Per Foundation policy, a one-time 3%-5% administrative fee will be charged to cover associated costs of processing the contribution to the Foundation. This fee can be paid separately or taken directly out of the gift.

Once endowed, should market conditions cause a reduction in the corpus of the endowment such that the Foundation is not able to satisfy the scholarship award designated, the Foundation reserves the right to halt the distribution of funds until such time as the corpus recovers to an amount where distributable earnings are once again available to award. The Foundation will consult with its investment committee when making these decisions and will advise the donor if the donor’s whereabouts are known.

If at a future time, the intent of the gift is no longer applicable (i.e., designated for a program that no longer exists), or should use of the earnings from the corpus of the above-described fund become impractical, the Foundation shall use said funds in a way that most closely resembles the original intent of the donor(s) and the fund corpus shall remain property of the Foundation.

The Foundation will always make a good faith effort to clear any press releases with each party (Donor(s) and College) prior to any actual media release regarding donations and endowments.

Should any of the above be violated by either party, or should it be mutually deemed appropriate, the name of the scholarship may be changed.

Fraud Policy

Mission

The Colorado Mountain College Foundation (the “Foundation”) builds sustainable community support for the needs and strategic priorities of Colorado Mountain College and its students.

Purpose of the Policy

The Foundation requires its directors, officers, and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. In connection with this requirement, this policy is intended to prevent or address acts of fraud.

Definition of Fraud

Fraud generally involves a willful or deliberate act with the intention of obtaining an unauthorized benefit, such as money or property, by deception or other unethical means. It includes the intentional, false representation or concealment of a material fact for the purpose of inducing another to act upon it. Examples of fraud include, but are not limited to:

• Embezzlement, misappropriation, or other financial irregularities
• Forgery or alteration of documents (checks, timesheets, purchase orders, contractor agreements, electronic files, or other financial or official documents)
• Improprieties in the handling or reporting of money or financial transactions
• Misappropriation of funds, supplies, inventory, equipment, or any other asset
• Authorizing or receiving payment for goods not received or services not performed
• Profiteering as a result of insider knowledge of the Foundation’s activities
• Disclosing confidential and proprietary information to outside parties
• Accepting or seeking anything of personal material value from contractors, vendors, or persons providing services/materials to the Foundation
• Destruction, removal, or inappropriate use of records, furniture, fixtures, and equipment

Reporting Responsibility

It is the responsibility of all directors, officers, and employees to comply with this policy and to report fraudulent or suspected fraudulent activity.

No Retaliation

No director, officer, or employee who in good faith reports a fraudulent or suspected fraudulent activity shall suffer harassment, retaliation, or adverse employment consequence due to the report. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. This policy is intended to encourage and enable board members, employees, and others to raise serious concerns within the Foundation prior to seeking resolution outside the Foundation.

Reporting Violations

This policy encourages employees to share their questions, concerns, suggestions, or complaints with someone who can address them properly. Board members and employees are encouraged to report any concerns to the Foundation Chief Executive Officer, the Colorado Mountain College (“CMC”) COO and Chief of Staff, or the CMC General Counsel.

Policy Violations

CMC shall designate a person who is responsible for investigating and resolving all reported complaints and allegations concerning violations of this Policy and shall advise the Chief Executive Officer of the results of such investigation.

Accounting and Auditing Matters

The CMC designee shall address all reported concerns or complaints regarding suspected fraudulent activities or matters regarding internal controls or auditing. The Foundation’s Board Chair and Treasurer shall be immediately notified of any such complaint and work with the CMC designee until the matter is resolved.

Acting in Good Faith

Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed may indicate a violation of the Code. Any allegations made maliciously or knowingly false will be viewed as a serious disciplinary offense.

Confidentiality

Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

Changes to the Policy

This policy has been reviewed and approved by the Foundation Board of Directors. The Board must approve any changes to or deviations from this policy.

Approved on February 23, 2023

Gift Acceptance Policy

Mission

The Colorado Mountain College (CMC) Foundation (Foundation) builds sustainable community support for the needs and strategic priorities of Colorado Mountain and its students.

Purpose of this Policy

This Gift Acceptance Policy governs the acceptance of all gifts to the Foundation on behalf of Colorado Mountain College (College). It also provides guidance to donors and supporters of the Foundation when making gifts to the organization.

Policy

The Foundation will accept unrestricted gifts and gifts to support specific campaigns and projects, provided that such gifts are consistent with the College’s purpose, mission, priorities and values.

The Chief Executive Officer (CEO) of the Foundation is responsible for determining if gifts or proposed gifts to the Foundation meet the above criteria. If any gift or prospective gift is inconsistent with the above definition, or unusual in nature, the CEO will bring this to the attention of the Executive Committee to determine acceptability, in accordance with this Gift Acceptance Policy, as well as consult with CMC Leadership. The Foundation Board of Directors has delegated such responsibility to the Executive Committee. The Foundation strives to partner with each of its donors to accept gifts that advance the College’s educational mission. The Foundation complies with all IRS regulations under Code Sections 170(a) and (c) which allow a tax deduction for charitable contributions made “to or for the use of” qualified Code Section 501 (c) (3) organizations.

1. The Foundation will seek the advice of appropriate counsel in matters relating to the acceptance of gifts when appropriate. Review by counsel is required for:
   1. closely held stock transfers that are subject to restrictions or buy-sell agreements;
   2. gifts involving contracts, such as bargain sales or other documents requiring the Foundation to assume an obligation;
   3. transactions with potential conflicts of interest; and,
   4. other instances in which use of counsel is deemed appropriate by the Executive Committee.
2. The Foundation will encourage all prospective donors to seek the assistance of personal legal and/or financial advisors in matters relating to their gifts for tax and estate planning consequences. This Gift Acceptance Policy is intended to provide guidance to the Foundation Board regarding acceptance of prospective gifts and donors are responsible for ensuring that a proposed gift furthers their own best interests.
3. The following gifts are acceptable:
   1. Cash
   2. Publicly traded securities
   3. Closely held securities
   4. Tangible personal property
   5. Real property
   6. Bargain sale
   7. Oil, gas and mineral interests
   8. Retained life estate
   9. Life insurance
   10. Charitable remainder unitrust
   11. Charitable remainder annuity trust
   12. Charitable lead trust
   13. Charitable bequest
   14. Retirement plans
   15. Support organization
4. The following guidelines govern the acceptance of each type of gift:

a) Cash – Gifts of cash in any amount can be accepted by the Foundation without the approval of the Executive Committee. These gifts can take the form of currency, check or credit card contributions. Checks shall be made payable to the Colorado Mountain College Foundation.

b) Publicly traded securities – Appreciated publicly traded securities that are readily marketable, including stocks, bonds and mutual funds, will be encouraged and can be accepted by the Foundation without the approval of the Executive Committee. Such gifts may be transferred three ways: 1) Depository Trust Company (DTC) transfer; 2) establishing an account at the donor’s brokerage firm in the name of Colorado Mountain College Foundation, Inc. and transferring by the donor’s broker; or 3) mailing or giving actual physical certificates accompanied by stock power.

All marketable securities shall be sold as soon as possible unless otherwise directed by the Executive Committee. If restrictions are placed on the sale of a security, the Committee will determine whether such restrictions are acceptable.

All gifts of appreciated stock will be processed quickly and efficiently as soon as administratively possible (typically one to two business days) to ensure a minimum effect from market volatility and to maintain positive donor relations.

The value of such gifts will be determined by the average of the high and low of the security on the date of the gift. If the gift is made on a weekend or holiday, the gift will be valued according to the average of the mean values on the preceding and succeeding business days. The date of the gift is determined by the date of the postmark if the stocks are mailed or the date the securities are actually delivered to an account in the name of the Foundation.

c) Closely held securities – The value and marketability of closely held securities are more challenging to determine than publicly traded securities; therefore, closely held, restricted or infrequently traded securities may be accepted only upon approval of the Executive Committee on a case-by-case basis and shall be valued according to Internal Revenue Service (IRS) regulations. Gifts will be reviewed to determine that:

• • There are no restrictions on the security that would prevent the Foundation from ultimately converting those gifts to cash assets;
  • The security is marketable; and,
  • The security will not generate any undesirable tax consequences for the Foundation.

Without the proper approvals of the Executive Committee and the Foundation Board of Directors, gifts will not be accepted that require the Foundation to become a principal in a joint venture or business activity in which it participates fully in the risks of operation and has more than limited liability for the conduct of the business (e.g., as a general partner or principal in a joint venture).

Further review and recommendation by appropriate counsel may be sought before making a final decision on the acceptance of such gifts. Every effort will be made to sell non-marketable securities as soon as possible.

d) Tangible personal property (Gifts-In-Kind) – A Gift-In-Kind is a voluntary contribution of tangible personal property such as art, collectibles, books, equipment or other personal assets or materials. A Gift-in-Kind contribution of tangible personal property may only be accepted when said gift can be used to advance the educational mission of the College and/or enhance the quality of education offered to our students and/or when said gift may be readily sold for cash to benefit the College. Due to the potential liability and inadvertent risks that may be associated with any Gift-In-Kind, the ultimate acceptance of all such gifts rests with the Executive Committee of the Board of Directors of the Foundation based on the written recommendation of the Chief Executive Officer (CEO) of the Foundation. The CEO shall have the discretion to accept any gift valued below $3,000 without bringing such gifts before the Executive Committee for approval unless the CEO deems it appropriate. Since any Gift-In-Kind may also present the College with issues of liability and/or unexpected expenditures, Gift-In-Kind Acceptance Procedures and Gift-In-Kind Forms have been developed (see attached) to meet the needs and interests of both the donor(s) of the gift and the College personnel involved in the gift. All Gift-In-Kind donations shall be approved by the CEO prior to being accepted and are not considered assets of the College until said approval is granted in writing.

The CEO of the Foundation shall review all gifts of tangible personal property using at least the following criteria:

1. • Does the tangible personal property fulfill the purpose of the Foundation and the mission of the College?
   • Is the tangible personal property marketable?
   • Are there any undue restrictions on the use, display or sale of the tangible personal property?
   • Are there any carrying costs involved with the ownership of the tangible personal property once it is transferred as an asset to the College?

Title to the tangible personal property should be clear and unencumbered and properly documented in accordance with the Gift-In-Kind Acceptance Procedures. No gift of tangible personal property subject to the requirement of ownership in perpetuity shall be accepted without the specific approval of the Executive Committee. The Executive Committee will have the final determination on the acceptance of such gifts. The acceptance of any gift of tangible personal property will be communicated to the Foundation’s Board of Directors prior to transference of the asset to the College.

e) Real property – All gifts of real property will be carefully reviewed for any contingent liabilities. Prior to the acceptance of real property, the Executive Committee may require an initial environmental review to ensure that the real property has no associated environmental or other liabilities. A Phase 1 Environmental Site Assessment (ESA) may be required for nonresidential property and appropriate follow-up is required should any problems be revealed. Said reviews and follow-ups must be performed and documented by a properly licensed or appropriately certified professional and, generally, the costs will be borne by the donor.

In addition, if there is any question regarding boundaries, easements or access to the property, the Foundation will require a current independent appraisal, preliminary title report and a survey at the expense of the donor. Terms or restrictions regarding the property’s use or subsequent sale by the Foundation must be considered by the appraiser and be approved by the Executive Committee. Each of these pre-acceptance conditions also benefits the donor in that they are critical in ascertaining the true value of the gift in the determination of the donor’s tax or estate planning consequences.

The Foundation will not hold real property for more than two years to circumvent the Internal Revenue Service (IRS) tax reporting requirements. All gifts of real property will be considered using the following criteria:

1. • is the real property beneficial to the educational mission of the College;
   • is the real property marketable at a reasonable resale value under current or near-term market conditions;
   • are there any restrictions, reservations, easements or other limitations associated with the real property;
   • are there carrying costs, which may include insurance, property taxes, mortgages, notes, assessments, etc. associated with ownership of the real property; and,
   • do the appropriate environmental assessments indicate that the real property has no associated liabilities?

Because of the unique nature of proposed gifts of real property, the Executive Committee will carefully review all gifts of real property and submit a formal recommendation to the Board of Directors on whether to accept the gift. The College President and College Board of Trustees will approve all gifts of real property that are held on behalf of the College and not re-sold. All requirements provided for within the Foundation’s policies must be complied with.

f) Bargain sale – All bargain sales must satisfy the guidelines for outright gifts of tangible personal property and real property. Acceptance of debt-encumbered property is unlikely if the loan exceeds 50% of the real property value. Factors to consider include:

• availability of institutional funds to purchase the real property;
• the Foundation must determine that it will use the real property, or that there is a viable market for sale of the real property that allows for sale within 12 months of receipt; and,
• costs to safeguard, insure and manage expenses associated with the real property (including property tax, if applicable) during the holding period.

The Executive Committee will carefully review all gifts offered under conditions of a bargain sale and communicate their decision to the Foundation’s Board of Directors prior to transference of the asset to the College.

g) Oil, gas and mineral interests – The Foundation may accept oil, gas or mineral interests when appropriate. All gifts of oil, gas and mineral interests will be considered using the following criteria:

• gifts of surface rights should have a value of $20,000 or more;
• gifts of oil, gas and mineral interests should generate at least $3,000 per year in royalties or other income, as determined by the average of the three years prior to the gift;
• the real property appurtenant to the oil, gas and mineral interests should not have environmental or other liabilities that make receipt of the gift inappropriate;
• a working interest may only be accepted when there is a plan to minimize potential liability and tax consequences; and,
• the real property appurtenant to the oil, gas and mineral interests should undergo a comprehensive environmental review to ensure that neither the College nor the Foundation has any current or potential exposure to environmental liability.

The Executive Committee will carefully review all gifts of oil, gas and/or mineral interests and communicate their decision to the Foundation’s Board of Directors prior to transference of the asset to the College.

h) Retained life estate – All retained life estates must satisfy the guidelines for outright gifts of real property. All gifts of a retained life estate will be considered using the following criteria:

• the minimum value for such gifts is $100,000;
• consideration will be given to the responsibility for property repairs, taxes, insurance and other expenses; and,
• the Foundation should discourage a current gift from a small estate if the property value represents too large a portion of the total gift. Instead, a testamentary gift by will should be encouraged so that the donor is protected against unforeseen emergencies.

Donors will have all documents reviewed by their own legal counsel. The Executive Committee will carefully review all gifts of retained life estates and communicate their decision to the Foundation’s Board of Directors prior to transference of the asset to the College.

i) Life insurance – A gift of life insurance can be made by naming the Foundation as an owner and beneficiary of an existing or new life insurance policy. Donors are encouraged to consult their financial or other advisors to understand the tax ramifications of such a gift. The Foundation will only accept ownership of a life insurance policy where the Foundation is the sole death beneficiary.

As term insurance policies seldom remain in force until the death of the insured, they are not encouraged.

j) Charitable remainder unitrust – To justify the donor’s start-up costs for legal and accounting fees, the suggested fair market value for establishing a charitable remainder unitrust is $100,000.

The Foundation will not serve as trustee. Trustee fees will be paid by the trust and not by the Foundation.

It is unlikely that the Foundation will partake in the creation of a unitrust that generates a charitable deduction less than or equal to 15 percent of the gift value.

The final trust document must be prepared or approved by an attorney
representing the donor.

k) Charitable remainder annuity trust – To justify the donor’s start-up costs for legal and accounting fees, the suggested fair market value for establishing an annuity trust is $100,000.

The Foundation will not serve as trustee. Trustee fees will be paid by the trust and not by the Foundation.

It is unlikely that the Foundation will partake in the creation of an annuity trust that generates a charitable deduction less than or equal to 15 percent of the gift value.

The final trust document must be prepared or approved by an attorney
representing the donor.

l) Charitable lead trust – The recommended minimum funding value for a lead trust is $500,000.

The Foundation will not serve as trustee. Trustee fees will be paid by the trust and not by the Foundation.

The final trust document must be prepared or approved by an attorney
representing the donor.

m) Charitable bequest – Donors to, and supporters of, the Foundation are encouraged to make bequests to the Foundation through wills and trusts.

Whenever possible, the Foundation will review in advance any restrictions or conditions placed on a bequest to the Foundation.

To avoid any conflicts of interest, no representative of the Foundation should be named in a donor’s will or trust or act in an official capacity such as witness, attorney-in-fact, executor or trustee.

n) When the Foundation receives notice of a charitable bequest, the Foundation’s staff will monitor the distribution from the estate or trust to ensure proper treatment. Staff will also coordinate an appropriate response in expressing regrets and gratitude to family and friends.

o) Retirement plans – Donors will be encouraged to consult their tax advisors to understand the tax ramifications of such a gift. In being mindful of federal tax law, the Foundation will not generally encourage a donor to transfer an Individual Retirement Account (IRA) or other retirement plan account to the Foundation prior to the donor’s death as this will be treated as a withdrawal of the account by the donor.

Whenever possible, the Foundation will review in advance a beneficiary designation to make sure the language used will result in proper distribution to the Foundation. The donor should contact their plan administrators to complete the appropriate change of beneficiary forms.

p) Support organization – The recommended minimum to establish a support organization is $1,000,000. To justify participation, a significant portion of the assets and distributions of the Support Organization must be earmarked to benefit the Foundation. If a Support Organization calls for a Foundation representative on its Board of Directors, the request must be submitted to the Executive Committee and be signed by the appropriate Foundation executive officers.

The Support Organization should make distributions for the benefit of the Foundation at least annually, unless funds are accumulated for later distribution for specific projects.

5. Additional provisions
   1. Securing appraisals and legal fees for gifts to the Foundation: It will be the responsibility of the donor to secure and pay for an appraisal, where required, and independent legal counsel for all gifts made to the Foundation.
   2. Valuation of gifts for development purposes: The Foundation will record a gift received by the Foundation at its valuation for gift purposes on the date of the gift and shall value all gifts consistent with IRS regulations. If valuation of the gift on the day that it is officially made becomes impractical (i.e., in the case of gifts of real property), valuation shall be determined by the most recent appraisal used to assess the charitable opportunity to begin with.
   3. Responsibility for IRS filings upon sale of gift items: The Executive Committee of the Foundation is responsible for filing IRS Form 8282 upon the sale or disposition of any asset sold within two or three years of receipt by the Foundation when the charitable deduction value of the item is more than $5,000. The Foundation must file this form within 125 days of the date of the sale or disposition of the asset.
   4. Acknowledgement of all gifts. The Foundation will comply with current IRS requirements in acknowledgement of gifts. Most forms of planned gifts listed above shall qualify the donor(s) for recognition within The Davenport Legacy Society of the Foundation. The annual income generated for the Foundation via other instruments (i.e. a charitable Lead Trust, etc.) shall allow for the donor(s) to be recognized within the 14’er Society of the Foundation.

Definitions

Bargain sale – A sale of real or tangible personal property to a charitable organization for an amount less than its fair market value. The excess of the value over the sales price represents a gift.

Cash – Outright gifts of cash that are made in the form of cash, check or Visa/MasterCard/American Express.

Charitable bequest – Gifts that are made through a will.

Charitable lead trust – A trust from which a charity receives income for the duration of the trust, after which time the principal is either returned to the donor or distributed to other people.

Charitable remainder annuity trust – An irrevocable trust arrangement, established by a donor, to provide payments of a certain sum (established at the inception of the trust and to be at least five percent of its then fairmarket value) to one or more noncharitable beneficiaries for life or a term not to exceed 20 years, after which time the remainder is distributed to one or more qualified charities.

Charitable remainder unitrust – Through irrevocable trust arrangement, the trust is established by one or more donors to pay, at least annually, a set percentage (to be at least five percent of the fair market value of the trusts’ assets as valued annually) to one or more noncharitable beneficiaries for life or for a term not to exceed 20 years, with the
remainder being distributed to one or more qualified charities.

Closely held securities – Securities that are not broadly or publicly
traded. Their value and marketability are more challenging to determine than publicly held securities.

Gift – A voluntary transfer of assets from a person or an organization to the Foundation where no goods or services are expected, implied or forthcoming for the donor.

Life insurance – 1a) A gift of a paid-up policy irrevocably assigned to a charity. 1b) A gift of a policy, irrevocably assigned to a charity, on which
premiums are owed. If the donor continues paying the premiums, either to the insurance company or to the charity, the premiums are a charitable gift. Premiums paid either to the insurance company or to charity are tax-deductible. 1c) A gift of the death proceeds of a policy of which a charity has been named the beneficiary.

Oil, gas and mineral interests – An interest giving its owner the right to "participate" in bonuses received in leasing along with the right to "participate" in any oil or gas found.

Publicly traded securities – Securities that can easily be converted to cash at a reasonable price such as stocks and bonds.

Real property – Land, together with any buildings, fencing or other relatively permanent structures affixed to the land, plus any other rights attendant.

Retained life estate – An arrangement whereby the donor makes a gift of a personal residence or property and retains the right to occupy the property for life.

Retirement plan – The donor makes the charity the first, second
or last beneficiary for all or part of the proceeds left in a retirement fund at death.

Support organization – A separate public charity established to
support one or more charities.

Tangible personal property – Any property (other than cash, securities and real property ) that can be touched, moved and accurately or approximately appraised, such as antiques, art, automobiles, jewelry or furnishings.

Changes to the policy

This policy has been reviewed and approved by the Foundation Board of Directors. The Board must approve any changes to or deviations from this policy.

Approved on February 22, 2024

Gift Processing Policy

Mission

The Colorado Mountain College Foundation (Foundation) builds sustainable community support for the needs and strategic priorities of Colorado Mountain College and its students.

Purpose of the Policy

This Gift Processing Policy supports the effective processing of all gifts received by the Foundation.

Policy

The Foundation appreciates the generosity of the community and its donors. Gifts must be processed, recorded and acknowledged in a manner that protects the interests of both the Foundation and its donors.

All gifts must be processed, recorded and acknowledged by the Foundation’s central office. Any gift, including related information and original correspondence, received by local campuses, college projects, programs or other Foundation representatives must be forwarded immediately to the Foundation’s office. Guidelines to assist the processing, recording and acknowledgement of gifts are as follows:

1. All gifts will be recorded according to the donor’s intended use; i.e., unrestricted, restricted (i.e., for a specific campaign or project), endowment, etc.
2. In accordance with the Foundation’s administrative fee policy, fees are charged at the time the gift is allocated to its intended purpose.
3. For each gift, the donor and financial databases will be updated to reflect accurate information for the donor and financial account.
4. All gifts will be deposited immediately. If a gift cannot be deposited immediately (i.e., bank closure or holiday), it will be stored in a locked drawer in the Foundation’s central office.
5. A regular report of gifts will be circulated to appropriate staff and Foundation representatives for information and special acknowledgement.
6. All gifts will be acknowledged promptly using appropriate thank you correspondence. If receipts are included, they must feature the wording required by the Internal Revenue Service (IRS).
   • All gifts will receive a receipt that will include the required IRS language. If no goods or services were received in exchange for the gift, insert, “No goods or services were received in exchange for your gift. Therefore, the full amount of your contribution is tax-deductible as allowed by law.” If a good or service was received, the Foundation must inform the donor of its fair market value in order for the donor to know the tax-deductible portion of the contribution. For example, by inserting, “In exchange for your contribution of $500, you received a book with an estimated fair market value of $75, so $425 may be treated as a charitable donation.”

Changes to the policy

This policy has been reviewed and approved by the Foundation Board of Directors. The Board must approve any changes to or deviations from this policy.

Approved on February 22, 2024

Philanthropic Pledge Policy

Mission

The Colorado Mountain College Foundation (Foundation) builds sustainable community support for the needs and strategic priorities of Colorado Mountain College and its students.

Purpose of this Policy

The Foundation works to create diverse giving opportunities for its donors. This Philanthropic Pledge Policy governs the acceptance of multiyear pledges by the Foundation.

Changes to the policy

The Foundation welcomes multiyear pledges. Pledges of three to five years are acceptable for major gifts; and up to ten years for leadership gifts. Guidelines to assist the receipting, processing, and monitoring of pledges are as follows:

1. All pledges will be formalized by a pledge agreement that details the purpose of the gift, payment schedule (including start date), and how the donor wishes to be acknowledged. The pledge agreement must be signed by the donor and the Foundation (CEO).
2. The Foundation central office will manage and monitor all pledges; sending pledge reminder letters no less than four weeks in advance of pledge installment dates.
3. Should a donor indicate an existing pledge agreement requires modification, a written confirmation outlining the changes must be in writing and signed by the donor and Foundation CEO.
4. The Foundation CEO may be notified of pledges 30 days past due. The Foundation CEO or other appropriate Foundation representative will contact the donor directly.
5. If a pledge payment is 12 months delinquent, the pledge will be considered in default and the amount will be written off by the Foundation, subject to the discretion of the Foundation CEO.
6. Requests to terminate a pledge must be submitted in writing and include a brief statement of justification. The Foundation CEO must approve all pledge terminations. An entire pledge balance, or the remaining portion of a pledge, may be written off.
7. Pledge defaults associated with a previously assigned naming opportunity will be handled in a manner appropriate to the particular pledge, and on a case-by-case basis determined by the Executive Committee.

Definitions

1. Pledge – A commitment to give a specific dollar
   amount according to a fixed time schedule
2. Pledge default – When a donor fails to fulfill a pledge agreement

Changes to the policy

This policy has been reviewed and approved by the Foundation Board of Directors. The Board must approve any changes to or deviations from this policy.

Approved February 23, 2023

AMENDED AND RESTATED BYLAWS OF COLORADO MOUNTAIN COLLEGE FOUNDATION, INC.

A COLORADO NON-PROFIT CORPORATION

(HEREINAFTER REFERRED TO AS THE “CORPORATION”)

ARTICLE I

Offices

1. Principal and Business Offices. The principal office of the Corporation in the State of Colorado shall be located at 802 Grand Avenue, Glenwood Springs, Colorado, 81601.  The Corporation may have such other offices within the State of Colorado as the Board of Directors may determine or as the affairs of the Corporation may require from time to time. 
2. Registered Office. The Corporation shall have and continuously maintain in the State of Colorado a registered office, and a registered agent whose office is identical with such registered office, as required by the Colorado Nonprofit Corporation Act.  The registered office may be, but need not be, identical with the principal office in the State of Colorado, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

Board of Directors

1. General Powers. The affairs of the Corporation shall be governed by its Board of Directors (the “Board”), and all the rights, powers, duties, responsibilities relative to the management and control of this Corporation’s property and affairs are vested in the Board.  These powers exist in the Directors meeting as a group and not in individual Directors, except as delegated by the Board.  The Directors have a duty to exercise reasonable care and prudence in the administration of the affairs of this Corporation and are responsible to disburse the funds and property received by the Corporation only for the purposes for which they were received.  The Board shall require a regular accounting of all funds disbursed by the Corporation.  Directors need not be residents of the State of Colorado.  Loans shall not be made by the Corporation to its Directors or officers. 
2. Number, Tenure and Qualifications. The number of Directors shall be at least seven and not more than twenty-five, with the exact number to be determined from time to time by the Board.  Each Director shall be nominated by the Board Governance Committee and shall be elected by the Board on one or more dates during each year specified by the Board from time to time.  Upon recommendation by the Board Governance Committee and approval by majority vote of the Directors then serving, a Director shall hold office for an initial term of up to one, two or three years, and may serve additional terms of such length as may be fixed by the Board, provided that no person may serve as a Director for more than eight consecutive years. Partial initial terms of less than six months, with full voting rights, do not count towards a Director’s years of service. All Director terms scheduled to expire during any given fiscal year shall expire simultaneously on June 30 of that year. All Directors whose current term expires during any given fiscal year and who are nominated by the Board Governance Committee and elected for an addition term, shall begin their new term on July 1 of that fiscal year.  Upon service by a Director of eight consecutive years of service, the Director must leave the Board and will be eligible for re-election after a minimum of twelve months Persons shall be considered as Directors if they have expressed a willingness to assist the corporation in achieving its purposes.  The Board shall use reasonable efforts to achieve balanced geographical representation on the entire board. 
3. Regular Meetings. The Board shall hold no fewer than three (3) regular meetings per year at such place as may be decided by the Board of Directors or the Chair within the Colorado Mountain Junior College District, upon written notice at least ten (10) calendar days prior to the meeting.
4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chair or one-third of the membership of the Board.  The Chair of the Board shall fix the place within the Colorado Mountain Junior College District for holding any special meeting of the Board called as provided in the previous sentence. 
5. Notice of Special Meetings. Notice of any special meeting of the Board of Directors shall be given at least five calendar days previously thereto by written notice delivered by mail or by e-mail to each Director at his/her address as shown by the records of the Corporation.  If mailed, such notice shall be deemed given on the day deposited in the United States mail with postage thereon prepaid. If by email, such notice shall be deemed given when sent.  Any Director may waive notice of any meeting.  The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  The business to be transacted or the purpose of any special meeting of the Board does not need be specified in the notice or waiver of notice of such meeting, except where these Bylaws may otherwise require the same.
6. Quorum. A simple majority of the number of Directors serving as the Board shall constitute a quorum for the transaction of business at any meeting of the Board; if less than a simple majority of the Directors are present at said meeting a majority of the Directors present may adjourn the meeting to another time or place, without notice other than announcement at the meeting, until a quorum shall be present.  Board members with a conflict of interest on specific matters requiring a vote from the Board must abstain from voting
7. Manner of Acting. The act of a simple majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these Bylaws.
8. Proxies. Proxies shall not be allowed in any vote taken of the Board or its committees.
9. Vacancies. Any vacancy occurring in the Board and any Directorship to be filled by reason of an increase in the number of Directors shall be filled in the same manner as described above in Paragraph 2.  A Director elected to fill a vacancy shall be elected to begin a new term.
10. Compensation. Directors shall not receive any stated salaries for their services, but certain expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board.
11. Informal Action by Directors. Any action required by law to be taken or which may be taken at a meeting of Directors, may be taken with or without notice and without a meeting if consent in writing or via email, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof.  Consent shall be sufficient if it is executed in counterparts, in which event all of such counterparts, when taken together, shall constitute one and the same consent.
12. Meetings by Telephone. Members of the Board or any committee thereof may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time.  Such participation shall constitute presence in person at the meeting.  The Chair shall determine when participation by presence in person shall be required.
13. Attendance. Absence by an individual Board member from more than three (3) successive Board meetings shall be grounds for removal of that member from the Board in accordance with Paragraph 14 below.
14. Resignation and Removal. Any Director may resign at any time by delivering a written resignation to the Board of Directors.  The acceptance of such a resignation shall not be necessary to make it effective.  Any Director may be removed at any time for cause (defined as that member’s lack of adherence to the provisions of these Bylaws and / or the currently in-effect governing policies of the Board) by the affirmative vote of a majority of all of the Directors, provided that the notice of the meeting where such action is taken specified that one of the items on the agenda for said meeting shall be the proposed removal of such Director.

ARTICLE III

Officers

1. Officers. The officers of the Corporation shall be a Chair, a Vice-Chair, a Treasurer, a Secretary, and such other officers as may be elected or appointed in accordance with the provision of this Article.  The Board may elect or appoint such other officers as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board.
2. Appointment and Term of Office. A slate of officers shall be nominated by the Board Governance Committee and elected by the Board at the same time each year that Board members are scheduled for election pursuant to Article II, Paragraph 2 above.
3. Removal and Resignation. Any officer elected by the Board may be removed by the Board whenever in its judgment the best interests of the Corporation would be served thereby.  Any officer elected by the Board may resign at any time by giving written notice to the Corporation. 
4. Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board.
5. Chair. The Chair shall, subject to the direction and supervision of the Board (i) serve as the Chief Governance Officer of the Corporation and shall thus be responsible for assurance that the Board fulfills its governance tasks as outlined in these Bylaws and in the Board’s current governing policies, and (ii) shall perform all other duties incident to the office of Chair of the Board and as from time to time may be assigned to the Chair by the Board of Directors, including but not limited to presiding over all meetings of the Board and acting as the authorized signatory for the Board.  The Chair’s term shall last one year, with a maximum of three one-year terms.
6. Vice-Chair. Upon the death, absence, or disability of the Chair, the Vice-Chair shall have and assume the authority, powers and duties of the Chair.  The Vice-Chair shall have such additional duties as are prescribed by the Board of Directors.  Upon request of the Chair, the Vice-Chair shall advise and consult with the Chair.  The Vice-Chair’s term shall last one year, with a maximum of three one-year terms. 
7. Secretary. The Secretary shall keep or cause to be kept the corporate records in accordance with these Bylaws.  The Secretary shall ensure that required notice is given for Board meetings, and that minutes are duly recorded and signed by the Secretary after approval. The Secretary’s term shall last one year, with a maximum of three one-year terms.
8. Treasurer. The Treasurer shall chair the Finance and Investment Committee.  He or she shall be responsible for recommending the operating budget to the Board, recommending and updating policies regarding management of the Foundation’s cash and investments, ensuring the Board’s financial policies are being followed, reporting to the Board on finances,  overseeing the custody relationship regarding assets managed by outside parties, and overseeing all Foundation cash and investment accounts. The Treasurer’s term shall last one year, with a maximum of three one-year terms.
9. Chief Executive Officer. The Board shall have a professional manager who will be known as the Chief Executive Officer (CEO) and the Foundation CEO shall report to President of Colorado Mountain College. Hiring of the CEO and negotiating her/his employment arrangement and administration of her/his performance review shall be the responsibility of the College President with input from the Foundation Board.  The CEO shall administer the day to day affairs of the Corporation in accordance with these Bylaws, the Corporation’s Governing Policies, Colorado Mountain College Policies and Procedures, and an employment agreement.  The CEO shall also be responsible for the employment of additional staff in a manner consistent with the Corporation’s Governing Policies.  The CEO shall serve as an ex-officio member of all Corporation committees.

ARTICLE IV

Committees

The Board may establish, from time to time, such committees as it may deem necessary to assist it in its work.  The resolution establishing such committees shall state the purpose, timeline and authority of each committee.  Unless stipulated otherwise within these Bylaws or the Corporation’s Governing Policies, the CEO appoints a chairperson and membership of each Board Committee.

ARTICLE V

Contracts, Checks, Deposits and Funds

1. Contracts. The CEO is authorized to sign contracts on behalf of the Corporation.  However, the execution of all contracts shall be in accordance with the purchasing and contracts policies, procedures and guidelines of Colorado Mountain College and in consultation with the Colorado Mountain College Purchasing office. The CEO shall sign all gift agreements, donor contracts and grants.
2. Checks, Drafts, and Other Instruments. All checks, drafts or orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by the CEO or designee, if only one signature is required.  If two signatures are required, the CEO and/or the Chair and/or other Board member(s) and/or Colorado Mountain College staff as has been deemed appropriate and voted on by the Board shall sign such document.
3. Deposits. All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select.   
4. Gifts. The Board of Directors may accept on behalf of the Corporation, and in conformance with the Corporation’s Governing Policies, and Colorado Mountain College Policies and Procedures, when necessary, any donation, contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. A gift acceptance committee of the Board shall exist to evaluate complex and /or obscure gifts as determined by the Foundation CEO.  The Board shall safely keep and manage such gifts, and shall disburse and distribute the same in the Board’s sole discretion consistent with its corporation purposes and the Corporation’s Governing Policies, and at all times in a manner which maintains the Corporation’s tax-exempt status under the Internal Revenue Code of 1986. 

ARTICLE VI

Books and Records

            The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board and its committees.  All books and records of the Corporation may be inspected in conformance with the Colorado Non-Profit Corporation Act.

ARTICE VII

Fiscal Year

            The fiscal year of the Corporation shall be July 1 through June 30. 

ARTICLE VIII

Indemnification and Insurance

1. Indemnification. No officer or Director of the Corporation shall be personally liable for any debts or obligations of the Corporation.  No officer or Director of the Corporation shall be held liable for actions taken or omissions made in the performance of his duties as an officer or Board member, except for wanton or willful acts or omissions.  The Corporation shall and does hereby indemnify and hold harmless each person and his heirs and personal representatives who shall serve at any time hereafter as a Director or officer of the Corporation from and against any and all claims, judgments and liabilities to which such persons shall become subject by reason of either now, heretofore or hereafter serving as a Director or officer of the Corporation, or by reason of any action alleged to have been heretofore or hereafter taken or refrained from by any such Director or officer except for wanton and willful acts or omissions.  The Corporation shall indemnify any such officer or Director against, and shall reimburse such person for expenses, including attorney’s fees, actually and reasonably incurred by such officer or Director in connection with the defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been an officer or Director of the Corporation, except in relation to matters as to which he is adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty to the Corporation.

The rights accruing to any person under the foregoing provisions of this section shall not exclude any other right to which such person may lawfully be entitled, nor shall anything herein contained restrict the right of the Corporation to indemnify or reimburse such person in any proper case, even though not specifically herein provided for.  The Corporation, its Directors, officers, employees and agents, shall be fully protected in taking any action or making any payment or in refusing so to do in reliance upon the advice of legal counsel.  The indemnification herein provided shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any other Bylaw, agreement, vote of members or disinterested Directors, or otherwise, both as to action in an official capacity and as to action in any other capacity while holding such office; and shall continue as to such person who has ceased to be a Director, officer, employee or agent, and shall inure to the benefit of the heirs and personal representatives of such person.

2. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is, or was, a Director, officer, or employee 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 person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify him against liability under the provisions of this section or of the Colorado Non-Profit Corporation Act.

ARTICLE IX

Waiver of Notice

            Whenever any notice is required to be given under the provisions of the Colorado Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice. 

ARTICLE X

Distribution Upon Dissolution

            Upon the dissolution of this Foundation or the winding up of its affairs, the board of directors, after paying or making provision for the payment of all of the debts and obligations of the Foundation shall distribute the remaining assets of the Foundation to Colorado Mountain College, and if the College is not then in existence as an independent junior college district, or is not then an exempt organization under Section 501(c)(3) of the Code, then to one or more organizations that have similar purposes as the College and qualify, at the time of the distribution, as exempt organizations under Section 501(c)(3) of the Code, as the Board of Directors shall determine.  No director or officer of the Foundation or any private individual shall be entitled to share in the distribution of any of the assets of the Foundation upon its dissolution.

ARTICLE XI

Miscellaneous

            These Bylaws may be amended or repealed and new Bylaws adopted by the vote of a simple majority of members of the Board at any Board meeting or by the written consent of all of the Directors of the Corporation. 

CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:

(1)  That I am the present duly elected and acting Secretary of Colorado Mountain College Foundation, Inc., a Colorado non-profit corporation; and

(2)  That the foregoing Bylaws, comprising eight (8) pages, constitute the Bylaws of said corporation duly adopted by unanimous consent of the Board of Directors thereof dated effective the 22^nd day of November, 2021.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation effective the  22^nd day of November, 2021.     

By:  Rob LeVine ,  Secretary