All Committees

SPECIAL Committee

Committee on Associated Entities

Situation

The University of North Carolina System and its constituent institutions and affiliates establish and maintain governance and financial relationships with numerous Associated Entities, 501(c) non-profit organizations that raise, hold, and manage private funds on behalf of the institution. These relationships support scholarships, athletics, capital campaigns, and real estate development. Section 600.2.5.2[R] of the UNC Policy Manual, Regulation on Required Elements of University-Associated Entity Relationship, sets the governance standards entities must meet, including board composition, audit, compensation, indemnification, debt notification, and Board approval, and prescribes the contents of their annual reports. Currently, no standing committee of the Board of Governors has oversight of Associated Entities as its primary responsibility.

Associated Entities hold substantial private capital and real property outside the state's direct control in the aggregate, enough to warrant a special committee of the Board. While Section 600.2.5.2[R] of the UNC Policy Manual contemplates institution-level review by each board of trustees, no System-level forum exists for the Board to compare compliance across institutions or test the adequacy of current compliance thresholds. The Board has previously used special committees to study discrete, time-bound governance questions before deciding whether a standing committee is warranted. A special committee can establish the facts Systemwide of Associated Entity relations and recommend a permanent structure for oversight.

Action

The Special Committee on Associated Entities shall examine and report to the Board on the governance and financial oversight of Associated Entities of the UNC System, its constituent institutions, and affiliates. This committee will deepen the Board's understanding of the scope, structure, and compliance of these entities and will identify opportunities to strengthen accountability and stewardship while streamlining oversight. Guided by the System's mission and strategic priorities, it may recommend changes to Associated Entity policies, oversight structure, and reporting practices. The committee's work may include, but is not limited to:

  • Compliance of associated entities with North Carolina G.S. 116-30.20, Sections 600.2.5 / 600.2.5.2[R] of the UNC Policy Manual, and applicable governance requirements;
  • Governance composition, financial controls, and audit practices of University Foundations and Endowment Funds;
  • Approval, removal, and debt-notification thresholds applicable to entities; and
  • Stewardship of philanthropic and endowment resources, as well as risk, transparency, and accountability in these relationships Systemwide.

This authorization shall expire no later than September 18, 2027, unless continued by affirmative action of the Board or the chair of the Board, pursuant to The Code, Chapter 300 – Section 303.