• Establishes the overall annual goals of the Association, in consultation with the board chair, consistent with the Association's strategic plan and long-range planning goals
• Seves as a clearinghouse for the board. Gives preliminary study to all matters coming to its attention, and if desired, delegates the work to an appropriate operational or programmatic committee or chair-appointed task force for further study, review, and recommendation
• Receives and reviews reports and recommendations from all committees appointed by the board chair
• Approves and/or assists in the Association's long-range planning
• If required by emergency circumstances, takes official action, with proper board notification, on behalf of the Board of Directors when the board is not in session
• Establishes procedures for maximum utilization of each board member's potential
• Participates in the selection, supervision, and evaluation of the chief executive of the Association, in consultation with the president of Iowa State University

Executive Committee Chair
Jon Fleming

Board Members
Deborah M. Tharnish, Chair-elect
Kevin Drury, Immediate Past Chair
Jeffrey Larson, Vice Chair of Records
Warren Madden, Treasurer
K. Dwayne Vande Krol, Vice Chair of Finance
Jeffery W. Johnson, ISUAA President

Staff Liaison
Elaine Smuck

GOVERNANCE COMMITTEE (Return to top)

Objective: To assist the Board of Directors in fulfilling its responsibilities for developing the volunteer leaders of the Iowa State University Alumni Association. The committee provides oversight for the Board on matters of governance of the Association. The Association's president/CEO and staff members are responsible for implementing the procedures that are adopted by the committee.

The committee meets at least quarterly, and more frequenly as the committee deems necessary. The committee shall review and reassess its role and responsibilities at least every two years and recommend any proposed changes to the Board.

The committee is responsible for reviewing and making recommendations to the Board on matters of core governance and Board composition issues. The chair-elect shall serve as the chair of the Governance Committee.

Responsibilities:

• Develops and recommends for Board approval criteria for nominations and composition of the Board and Board committees
• Establishes and administers a self-evaluation process for each individual Board member and the Board as a whole. The committee should contact Board members who are not meeting the Board's approved attendance policy or obligations to determine said Board member's interest in continuing to serve on the Board.
• Recommends proper recognition and awards for Board members, where feasible
• Monitors stated objectives of the Board and committees
• Identifies and facilitates the recruitment of qualified candidates willing to serve on the Board
• Presents to the Association's members a proposed slate of Board candidates willing to serve on the Board, in accordance with the requirements in the Bylaws
• Oversees Board orientation and education
• Presents for Board approval proposed appointments, recognition of, and service to various auxiliary and constituent groups
• Reviews governing documents of the Association and Board, including Articles of Incorporation, Bylaws, and any governance policies of the Association, including ethics and grievance policies, for accuracy and strategic focus and makes recommendations for amendments to such documents to the Board or Executive Committee
• Reviews, annually, the Board of Directors Handbook

Governance Committee Chair
Deborah M. Tharnish

Board Members
Carol L. Anderson
Matthew Craft
Ronald J. Hallenbeck
Melvin R. Weatherwax

Board Associate
Dick Horton

University Representative
Tahira K. Hira

ISU Foundation Representative
Kevin Stow

Staff Liaisons
Elaine Smuck
Jeffery W. Johnson

OFFICERS NOMINATING COMMITTEE (Return to top)

Objective: To nominate officers for the Alumni Association Board of Directors. The committee consists of the chair, immediate past chair, and an elected director. The elected director cannot be a current officer and must be in the fourth or fifth year of his/her term and must not be interested in serving as an officer for the upcoming year. This individual chairs the committee.

Responsibilities:

• Solicits officer recommendations from board members by April 1
• Meets by phone or in person to slate officers for the new fiscal year or to fill officer vacancies
• Prepares the slate in time to mail to all board members 10 days in advance of the May meeting, which will provide all board members with an opportunity for write-in candidates

Officers Nominating Committee Chair
Jennifer A. Swanson

Board Members
Kevin Drury
Jon Fleming

Staff Liaisons
Jeffery W. Johnson
Elaine Smuck

FINANCE COMMITTEE (Return to top)

Objective: To promote the sound financial management of the Iowa State University Alumni Association, consistent with the strategic plan of the Association and the highest ethical standards. This committee is responsible for the board's financial oversight and fiduciary responsibilities. The committee monitors and evaluates the Association's financial resources and adherence to operating and capital budgets. The committee recommends and interprets financial policy and monitors its implementation.

Responsibilities:

• Reviews on a quarterly basis the departmental and overall financial performance of the Association's operations
• Reviews material variances between budgeted and actual results and, where necessary, assures that appropriate management action is being taken to correct those variances
• Ensures the creation of meaningful and accurate financial statements and their timely distribution to the board
• Assists the board, in conjunction with the ISUAA finance director, in its understanding of the Association's financial position and results of operations
• Works with the ISUAA chief executive and finance director to develop long-range financial and capital plans, consistent with the strategic plan of the Association
• Develops and recommends to the Executive Committee all financial policies for approval by the entire board
• Reviews quarterly, or as often as deemed necessary, the performance of the Association's investments
• Reviews quarterly, or as often as deemed necessary, the investment strategies utilized by the Association, and ensures that those strategies are consistent with both the investment policy and strategic plan of the Association
• Evaluates supplemental budget requests, and if approved, forwards such requests to the Executive Committee for further action
• Reviews the proposed annual budget of the Association, and forwards, with any recommended changes, to the Executive Committee and board for further action
• Performs other oversight functions as requested by the full board

Finance Committee Chair
K. Dwayne Vande Krol

Board Members
Benjamin Biller
Michael K. Guttau
Randall Hertz
Warren Madden
Donald C. Zuck

Board Associates
Donald H. Jordahl
Ray Meister
Terry Wycoff

Staff Liaisons
Jeffery W. Johnson
Elaine Smuck

ALUMNI CENTER COMMITTEE (Return to top)

Objective: To oversee the construction phase and operational plans for the future Iowa State University Alumni Center

Responsibilities:

• Works with the university, ISUAA Governance Committee, and legal counsel to ensure that the proposed policies and procedures presented to the ISUAA Board of Directors do not pose any concerns
• Takes action necessary to have policies and procedures presented to the ISUAA Board of Directors reviewed by the ISUAA Governance Committee and legal counsel, particularly in the areas of liquor liability and alcohol policies and indemnification language
• Further develops a list of needed equipment and furniture for the rentable spaces and a Basis of Costs Schedule outlining the charges for renting such equipment. (This Basis of Costs sheet will be attached to the rental agreement for space use.)
• Works directly with ISU Facilities Planning & Management (FP&M) through data sharing and discussions to prepare Life Cycle Cost spreadsheets, using FP&M data to show the following:
  • Cost of maintenance based on existing data from ISU
  • Actual cost of building materials and the value of the building at time of construction and depreciation over long-term
  • Account numbers listed on a usable spreadsheet to track AA costs to project the building operations and maintenance costs onto a rolling budget
  • Value of the "sinking" fund (escrow account for building repairs)
• Obtains cost values and expectations for the Geothermal System and shares data with FP&M
• Works with FP&M on landscaping plans and costs
• Works to establish cost, vendor, and plan for the alumni recognition wall
• Works with the ISU Foundation to market the alumni recognition wall to alumni
• Discusses with FP&M the "owner's" responsibilities regarding when ISUAA's presence is required and what ISUAA's participation is in areas of review and decision-making during the construction phase

Alumni Center Committee Chair
Ronald J. Hallenbeck

Board Members
Faye Abbes
Dan Determan
Craig Foss
Dave Gieseke
Marcia Stahly

Board Associate
Linda Glantz Ward

University Representatives
Bill Hoefle
Warren Madden
Roger Graden
Lynn Burnett
Marcia Melone

Staff Liaisons
Jeffery W. Johnson
Jan Breitman
Julie Larson

AWARDS REVIEW AND SELECTION COMMITTEE (Return to top)

Objective: To serve as the impartial liaison to the ISUAA Board of Directors in selecting ISUAA awardees by reading, reviewing, and ranking awards nominations of outstanding alumni, faculty/staff, students, and friends. Based upon individual award criteria, members of this committee select award recipients of the ISUAA awards to be honored.

The chair and chair-elect positions of the Awards Review and Selection Committee will be held only by elected members of the ISUAA Board of Directors.

Current members of the ISUAA staff, Board of Directors, and Awards Review and Selection Committee are ineligible to receive ISUAA awards.

Selection of the Committee: The current board chair, in consultation with the ISUAA chief executive and the ISUAA assistant to the chief executive, will make assignments based upon ISUAA staff committee liaisons' recommendations of potential individuals who are not currently serving a term on the ISUAA Board of Directors.

Committee Terms: Members of the ISUAA Board of Directors may serve terms of two to three years each, with the option to be reappointed. Board associates (non-ISUAA Board of Directors members) and university liaisons will serve a term of three years each, with the option to be reappointed. Terms will be served based upon the academic calendar year, July through June annually.

Committee members include the following:
Chair/Chair-Elect (board members)   2**
Board of Directors                           2
University Liaison                            1
Board Associates                           2

**These positions must be consistent and serve the minimum two-year commitment.

Time commitment: Based upon the current award deadlines of Feb. 1, Aug. 1, and Dec. 1, awards committee members must be available for the following:

• a one-hour phone conference call(s) in January and March of each year
• One on-campus meeting in September of each year
• Consultation via e-mail throughout the year

Responsibilities:

• Process nominations by reading, reviewing, and ranking a set of 10-40 nominations in a one-month time-frame based upon the criteria established for each award
• Possesses the ability to think analytically and objectively
• Recommends changes or improvements to ISUAA Board of Directors and staff on the awrads selection process, awards criteria, nomination forms, etc.
• Recommends strategies to better recognize and bring greater visibility to the awards program and its recipients (on and off campus), especially the Distinguished Achievement Award recipients
• Recommends the creation of future awards, or the elimination/merger of current awards offered by the Association
• Suggests strategies to build and diversify the applicant pool for Association-sponsored awards

Timeline:

• Assignment of Board of Directors members to the Awards Review and Selection Committee will be made by the end of June each year
• The ISUAA chief executive and the ISUAA assistant to the chief executive need to be notified in May of each year if there are non-Board of Directors member positions to be filled. Open position(s) must be filled by July of each year to be included in the award selection process and for those chosen individuals to attend the September awards selection meeting.

Awards Review and Selection Committee Chair
Carol L. Anderson

Chair-elect
Barbara Correll

Board Members
Steven Cox
Melvin R. Weatherwax

University Representative
Carole Custer (term expires '08)

Staff Liaison
Julie Larson

MEMBERSHIP AND REVENUE ENHANCEMENT COMMITTEE (Return to top)

Objective: To advise staff on membership matters, member services, affinity programs, sponsorships, advertising, and new revenue opportunities, and to review, recommend, and monitor benefits and services offered to Alumni Association members and other constituents.

Committee members are appointed by the board chair and serve a one-year term, or longer at the discretion of the board chair.

Responsibilities:

• Maintains principles and enhances policies and procedures that the staff will use to evaluate current and create or reinstate future affinity, sponsorship, and advertising programs
• Reviews staff proposals and information from market research data to adjust dues rates and to introduce, improve, or eliminate Association member benefits or affinity programs
• Suggest avenues for using technology to strengthen the visibility and accessibility of Association benefits and services
• Explores new sponsorship, advertising, and other revenue opportunities to help ensure the Association's financial stability
• Engages board members in developing an ongoing list of potential members, donors, sponsors, and advertisers for Alumni Association programs and services

Membership and Revenue Enhancement Committee Chair
Steven Cox

Board Members
Faye Abbes
Barbara Correll
Dave Gieseke
Scott Stanzel
Ruby Trice

Board Associates
Tim Coble
Becky Stadlman

Student Representative
Dan Determan

Staff Liaisons
Scott Dahl
Carole Gieseke
Shellie Henry
Sara Gatchel

AUDIT COMMITTEE (Return to top)

Objective: To review the fiduciary actions of the Association to ensure that appropriate accounting policies and internal controls are established and followed. The committee is also responsible for ensuring that the Association issues financial statements and reports on time and in accordance with its regulatory obligations.  Furthermore, the committee serves as the link between the Association and its independent, outside auditor. 

The Audit Committee, shall, at its sole discretion, have the authority to review any of the operations of the Association, its board, or any of the board committees.  The members of the committee are independent of management and cannot be currently serving on the Executive Committee. The committee reports directly to the board as a whole.

Responsibilities:

Pre-Audit

• Reports the appointment (or reappointment) of the independent audit firm directly to the Board of Directors. (I)
• Reviews and approves the scope and approach of the audit as proposed by the independent auditor. (I)
• Reviews the independent auditor’s fee arrangements. (I)
• Reviews, with the Association’s counsel, any legal matters, including the chief executive’s compensation and benefits, to ensure that no irregularities exist. (I)

Audit

• Institutes special investigations, if necessary, and, if appropriate, hires special counsel or outside experts to assist. (I)
• Reviews management letters, including management responses and any plans to address recommendations made by the external auditors. (RA)
• Reviews and approves the results of the audit with the external auditors. (RA)

Post-Audit

• Answers board members’ questions about the annual independent audit. (SR)
• Conducts a post-audit review of the financial statements and audit findings, including any significant recommendations made by the independent auditor in conjunction with its audit. (RA)
• Reviews the performance of the independent auditor. (I)

Other

• Monitors compliance with the Association’s code of ethics and conflict-of-interest and nepotism policies. (RA)
• Reviews the findings of any examinations by regulatory or tax agencies. (I)
• Provides oversight of the internal control structure of the Association, and periodically reviews the adequacy of the control structures with the external auditors. (SR)
• Monitors compliance with federal, state, and other regulatory reporting requirements. Reviews accounting changes or regulations proposed or adopted by regulatory bodies or by Association management. (SR)
• Reviews tax policy changes from the Internal Revenue Service and proposed changes to Association programs or activities with respect to their potential impact on the Association’s tax-exempt status or the Association’s definition of tax-exempt activities, respectively, under IRC 501(c)(3).  (SR)

Audit Committee Chair
Mark Schuling

Independent Members
Dave Benson
Amy Kahler

Board Associates of the Finance Committee
Terry Wycoff
Ray Meister

Staff Liaison
Don Behning

Committee Action Key:
I: Committee will INFORM board of action taken
RA: Committee will RECOMMEND ACTION to the board
SR: Committee will provide a SUMMARY REPORT to the board.

ISU Alumni Association Audit Committee Charter

PURPOSE
The Iowa State University Alumni Association Audit Committee (hereinafter Audit Committee) is appointed by the Iowa State University Alumni Association Board of Directors (hereinafter Board) to oversee the accounting and financial reporting processes of the Iowa State University Alumni Association (hereinafter ISUAA) and audits of the financial statements of the ISUAA. The Audit Committee shall assist the Board in monitoring (1) the integrity of the financial statements of the ISUAA, (2) the compliance by the ISUAA with legal and regulatory requirements, and (3) the independent auditor’s qualifications, performance and independence. The Audit Committee shall have and may exercise all the powers of the Board with respect to the specific authority delegated to the Audit Committee in this Charter or hereafter specifically delegated to the Audit Committee by the Board, except as may be prohibited by law.

The independent auditors of the ISUAA are ultimately accountable to the Audit Committee. The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the work of the independent auditor, including resolution of disagreements between management and the independent auditor. In fulfilling that responsibility, the Audit Committee has the authority and responsibility to select, evaluate, and, where appropriate, replace the independent auditors. The Audit Committee shall also have the authority to approve all audit engagement fees and terms, as well as all significant non-audit engagements of the ISUAA’s independent auditor. The Audit Committee also has the responsibility for evaluating and determining that the audit engagement team has the competence necessary to conduct the audit engagement in accordance with Generally Accepted Auditing Standards (“GAAS”).

COMMITTEE MEMBERSHIP STRUCTURE
The Audit Committee shall consist of five (5) members appointed for staggered three-year terms by the Board. Audit Committee members may be removed by the Board. The Audit Committee shall consist of three (3) members independent of the ISUAA. The Audit Committee shall consist of two Associate Board members of the ISUAA. All committee members must have the ability to read and understand a set of financial statements with comparable breadth and complexity of accounting issues. The members of the Audit Committee shall be appointed by the Board on the recommendation of the Governance Committee. No member of the Audit Committee shall be appointed to more than two consecutive three-year terms. The Board of Directors shall also elect a chairman of the Audit Committee. It is the responsibility of the chairperson of the Audit Committee to schedule meetings and provide the Audit Committee with a written agenda for all meetings. A majority of the Audit Committee members shall constitute a quorum for the transaction of business. No Audit Committee member may accept any consulting, advisory or other compensatory fee from the ISUAA.

RESPONSIBILITIES
The Audit Committee shall:

Financial Statement and Disclosure Matters
1. Review the annual audited financial statements with management, including the ISUAA President, Business Manager and other employees deemed necessary by the Audit Committee, and the independent auditor, including major issues regarding accounting and auditing principles, practices, and judgments, as well as the adequacy and effectiveness of accounting and financial internal controls that could significantly affect the ISUAA’s financial statements.

2. Review an analysis prepared by management and the independent auditor of significant financial reporting issues and judgments made in connection with the preparation of the ISUAA’s financial statements.

3. Meet periodically with management to review the ISUAA’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including a review of the adequacy of reserves.

4.  Periodically discuss and review the ISUAA’s approach to risk assessment and risk management.

5. Review major changes to the ISUAA’s auditing and accounting principles and practices as suggested by the independent auditor, internal auditors, or management.
 
6. Discuss with the independent auditor any material changes to the ISUAA’s accounting principles and any matters required to be communicated by the independent auditor relating to the conduct of the audit including the independent auditor’s judgments about the quality of the ISUAA’s accounting principles and estimates.

7. Review such other matters with the independent auditor as are required.

Oversight of the ISUAA’s Relationship with the Independent Auditor
1. Retain, evaluate on an annual basis, and, if necessary, replace the independent auditor.

2. Approve all services, including non-audit engagements, to be provided by the independent auditor prior to the engagement. The Audit Committee may delegate the authority to pre-approve non-audit services to one or more members of the Audit Committee in an amount not to exceed $5,000, but any such approval shall be reported to the Audit Committee at or prior to its next regularly scheduled meeting.

3. Be responsible for determining the compensation paid to the independent auditor for both audit and non-audit related services.

4. Establish clear hiring policies for employees or former employees of the independent auditor.
 
5. Review the independence of the independent auditors, giving consideration to the range of audit and non-audit services performed by them. In this connection, the Audit Committee is responsible for ensuring the independent auditors furnish at least annually a formal written statement delineating all relationships with the ISUAA.

6. Review and evaluate the lead partner of the independent auditor team.

7. Obtain and review a report by the independent auditor, at least annually, describing the firm’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review of the firm or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with any such issues and all relationships between the independent auditor and the ISUAA; and report conclusions to the Board.

8. Meet with the independent auditor and the senior internal auditing executive prior to the annual audit to review and approve the planning, scope, adequacy, and staffing of the annual audit.

9. Review with the independent auditor any problems or difficulties the auditor may have encountered and any management letter provided by the auditor and the ISUAA’s response to that letter. Such review should include:
 a) Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information.
 b) The level of satisfaction by the independent auditor that it has had timely access to all relevant data and information.
 c) Any changes required in the planned scope of the internal and external audit.
 d) The internal audit department responsibilities, budget and staffing. 

Compliance Oversight Responsibilities
1. Review with the ISUAA’s General Counsel legal matters that may have a material impact on the financial statements, the ISUAA’s compliance policies and any material reports or inquiries received from regulators or governmental agencies.

2. Establish procedures for the receipt, retention, and treatment of complaints received by the ISUAA regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

3. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

4. Perform a self-evaluation of the Audit Committee’s performance on an annual basis.

5. Adopt an orientation program for new Audit Committee members. All Audit Committee members are encouraged to attend educational programs to enhance their Audit Committee membership.

6. Make regular reports to the Board.

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the ISUAA’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles and the Applicable Rules and Regulations. These are the responsibilities of management and the independent auditor. It is also not the duty of the Audit Committee to conduct investigations, or to assure compliance with laws and regulations and the ISUAA’s Code of Ethical Conduct.

The Audit Committee shall have the authority to engage outside advisors, including legal, accounting or other consultants to advise the Audit Committee or as it determines necessary to carry out its duties. The Audit Committee may request any officer or employee of the ISUAA or the ISUAA’s outside counsel or independent auditor to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee.

The Audit Committee will meet as often as the members shall determine to be necessary or appropriate but at least four times during each year. In addition, the Audit Committee will make itself available to the independent auditors of the ISUAA as requested. Reports of meetings of the Audit Committee shall be made to the Board at its next regularly scheduled meeting following the Audit Committee meeting, accompanied by any recommendations to the Board approved by the Audit Committee.

ADDITIONAL COMMITTEES, TASK FORCES, AND LIAISONS (Return to top)

Risk Management Task Force
Jeffrey Larson (Chair)
Tahira K. Hira
Ruby Trice
Donald C. Zuck
Cory Hanson
Jeffery W. Johnson

CEO Evaluation
Kevin Drury (Chair)
Jennifer A. Swanson
Deborah M. Tharnish
Tahira K. Hira
Julie Larson

Admissions Liaison
Benjamin Biller

Legislative Liaison
Randall Hertz

Young Alumni Council Liaison
Matthew Craft

ISU Intercollegiate Athletic Council Appointees
Donald H. Jordahl
Jay Eliason