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The Citadel Alumni Association ______________________________________

Officer, Director & Committee Chair Handbook

Table of Contents CAA Board of Directors Information…………………… Overview………………………………………………… District Director Summary……....…………..…….…..... Sample Checklist…………………………………...... CAA Committees………………..……………………... CAA Operational Overview…………………………...... The Citadel and Affiliated entities ……………………... CAA Club Starter Guide (excerpts)……………………..

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CAA Board of Directors Information (Information is linked in the electronic version)

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Click for CAA Bylaws Click for CAA Board of Directors Click for CAA Past Minutes and IRS Form 990s Click for Board Policies Click for CAA Standing and Adhoc Committees Click for Contact information and Clubs by District Click for CAA Board of Directors Strategic Plan (2026) Click for Board of Visitors members Click for Staff

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Overview The Citadel Alumni Association (“the Association, CAA”) was founded as Association of Graduates on November 19, 1852. The Association is incorporated as a charitable organization under the in the state of South Carolina and is qualified as a tax-exempt organization under Section 501(c)(3) of the United States Internal Revenue Code. Governance of the Association is executed through its Officers and Directors, who are elected in accordance with the bylaws established by The Citadel Alumni Association membership. The mission of the Association is to provide a private, self-sustaining, non-profit organization to support, advance and promote the ideals and purposes of The Citadel, the Military College of South Carolina, the Corps of Cadets, and the Alumni; to foster, perpetuate and preserve the history, memories, values and traditions of The Citadel, the Military College of South Carolina, the Corps of Cadets and the Alumni; and to sell, award and determine the right to wear the ring of The Citadel, which ring and the trademark thereto are owned by the Association. In addition to being a membership-based, self-sustaining, non-profit organization, The Citadel Alumni Association manages endeavors for all alumni through an agreement with The Citadel. The activities of The Citadel Alumni Association in support of The Citadel are administered by the staff of both the Association and the Office of Alumni Affairs. The overall focus of this cooperation is fostering philanthropy through engagement, collaboration, and feedback from alumni of The Citadel.

District Director Summary

This reference guide as not all-encompassing but has been developed by past Directors to provide CAA Officers, District Directors, and Committee Chairs pertinent information to execute the mission of The Citadel Alumni Association and fulfill the needs of the alumni within their respective districts.

1. The duties of a District Director for The Citadel Alumni Association include, but are not limited to: A. Actively fulfilling their role as a fiduciary to the members of the Association as a member of the Board of Directors of The Citadel Alumni Association. B. Being familiar with, and execute, the Association’s mission, bylaws, policies, procedures, and practices. C. Committing to increasing Association membership as trustee of The Citadel Alumni Association D. Attending all board meetings during their terms of office. Per the Bylaws, a District Director who does not attend one meeting each calendar year is deemed inactive for the balance of his or her term. E. Volunteering to actively contribute to committees and provide other support requested by the Association President. F. Ensuring that information about activities of The Citadel and The Citadel Alumni Association is provided to alumni in their areas using the resources provided and mandated by the Association when speaking in a capacity as a Director. 2. Other aspects of their position which a District Director should consider: pg. 2

A. Alumni clubs are independently led by locally elected leadership and are an essential engagement network and Directors are the linkage for coordinating the efforts of The Citadel Alumni Association in supporting these organizations. B. Directors should ensure that local clubs and areas have an active Citadel Alumni Recruiter Program. This program will provide the needed information to young men and women seeking a Citadel education. C. Directors should assist in coordinating support for activities of the Corps of Cadets when events are held outside the Charleston area. The Citadel Alumni Association or college administration needs to provide notification to the appropriate areas when events are scheduled. D. Directors should encourage the local clubs and assist them in working towards Gold Star Club status, which includes the annual Corps Day Muster and other important engagement events. E. Directors should attend as many local club meetings as possible within the District and Assist the local clubs to organize their meetings with speakers of interest to the alumni. F. Directors are the key to promoting the activities of local clubs and should work to have them recognized, including annual Association awards presented at the annual membership meeting.

Sample Director Checklist NOVEMBER – JANUARY RECOMMENDED ACTIONS o Attend the Annual Members Meeting at Homecoming o Determine Committee Assignments with Executive Committee o Talk to Chairperson of Assigned Committees for action items o Conduct monthly call with president of each local club within District to determine activities and local actions o Ensure that local clubs within District have initiated work for Muster Meeting in March o Review Gold Star Club requirements with president of each club o Ensure that local clubs within District have a person designated to represent the Citadel Alumni Recruiter o Ensure that local clubs within District have a Citadel Family Association Liaison o Develop list of club activities and items associated with District to report at January Board Meeting o Ensure that committee assignment actions are completed and reported to Committee Chair prior to January Board Meeting (if applicable) o Attend January Board Meeting o Report out to District through club presidents – what happened at Board Meeting FEBRUARY – APRIL RECOMMENDED ACTIONS o Conduct monthly call with each club president o Ensure local clubs are on track to conduct muster in March o Track local club activities towards Gold Star Club Status o Develop list of club activities and items associated with District to report at April Board Meeting pg. 3

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Ensure that committee assignment actions are completed and reported to Committee Chair prior to April Board Meeting (if applicable) Attend April Board Meeting Report out to District through club presidents – what happened at Board Meeting

MAY – JULY RECOMMENDED ACTIONS o Conduct monthly call with each club president o Track local club activities towards Gold Star Club Status o Talk with local presidents of each club about Gold Star Report and due date in August o Ensure that committee assignment actions are completed and reported to Committee Chair o Talk with president of local clubs to encourage submissions to the Awards AUGUST – OCTOBER RECOMMENDED ACTIONS o Conduct monthly call with each club president o Obtain Gold Star Club Report and provide endorsement and submit to CAA (Mid- Sept) o Develop list of club activities and items associated with District to report at September Board Meeting o Ensure that committee assignment actions are completed and reported to Committee Chair o Attend September Board Meeting o Encourage local club presidents to get out the vote for CAA Elections o Report out to District through club presidents – what happened at Board Meeting o Encourage CAA members within district to attend annual CAA meeting

CAA Committees

The Citadel Alumni Association Board of Directors accomplishes much of its work through committees, which assume efforts assigned by the board, submit proposals to the board for discussion and action, and enhance board efficiency through a combination of standing and ad hoc committees as outlined in the Association bylaws. Committee chairs are selected by the requirements in the Association Bylaws. The size of a committee depends on the needs of the board and the organization and a commonsense assessment of how many people are needed to carry out the committee's work. The Executive Committee will monitor the activities of all committees in the pursuance and performance of the mission, budget and policies of each committee and the Association Executive Director is an ex officio member of all standing and temporary committees. Committees will conduct meetings at least biannually. Reports are to be filed by the chair with the Executive Director and distributed to the Board upon the request of the President. Unless stated elsewhere in the Association Bylaws, the term of committee membership will be from time of appointment until a successor committee is appointed. Whenever possible the Members of each committee should have an educational and work experience which will benefit the activities and goals of the committee. Committee chairs should develop statements of the committee’s responsibilities, principles and goals and full board's responsibility to regularly assess how each committee is functioning. The CAA standing committees are: 1. 2. 3. 4.

Executive Finance Membership Cadet Recruitment (associated with Citadel Alumni Recruiters) pg. 4

5. Elections 6. Governmental Relations 7. Awards 8. Long-Range Planning 9. Distinguished Citadel Alumni List 10. Rings 11. Big Red

Operational Overview

Citadel Clubs -- Requirements range from mailing lists, supplies, coordination for guest speakers and suggested best practices (Gold Star requirements, club bylaws, Muster events). CAA Elections -- Collected and verified nominations for a Board of Visitors seat, CAA vice-president and district director elections and sent information and ballots (via U.S. mail and electronically) to members of CAA. Received paper and electronic ballots and provided them to the CAA Election Committee. Athletic Event Support-- Operated hospitality services during home football games, held or cohosted events with local Citadel Clubs at away sporting events CAA Awards-- Assisted the CAA Awards Committee with resolutions and plaque engravings for CAA awards. Parents’ Day Weekend -- Coordination of the ring presentation in McAlister Field House. More than 420 rings were presented to the seniors in front of a gathering of several thousands. Fall Ring Program (seniors) -- Fulfilled the daily operations for payment of rings for the senior class including verifying eligibility. CAA Senior Dinner -- This event strengthens the bonds between the senior class and CAA at a dinner the night prior to seniors receiving their rings. Homecoming -- Planned and coordinated the weekend theme and associated college events. Additionally, the CAA assists reunion classes with planning their official 5-year reunions through scheduling, mailings, tailgate tents and class-specific events and dedications. Spring Ring Program (Juniors) – Execute sizing and ordering for rising seniors, including miniature and jewelry order fulfillment. Gold Corps – Annually integrate a spring reunion event for Alumni who have already celebrated their 50th reunion during Corps Day weekend and in conjunction with The Krause Leadership Symposium. Corps Day Weekend -- CAA sponsored the birthday party for the Corps in Coward Hall. In addition, CAA donated money and rental spaces to the Principled Leadership Symposium weekend which brought close to 100 delegates to the campus for seminars and social gatherings. Muster Ceremonies -- Provided information and lists of graduates who passed to support Alumni Club Muster events in March.

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CAA Legislative BBQ – Completing mailings, tickets, space and catering arrangements, signage and nametags, and processing over 1600 alumni, friends and members of the state legislature and officials who attended this event in Columbia each spring. CAA Life Membership Solicitation and Ceremony -- Garnering membership from graduating seniors and conducting a formal ceremony during graduation week which draws 700+ new members and guests annually. Matriculation Day -- Arranged for the distribution of alumni news magazines in an effort to encourage parents to join the CAA in support of the college. The Holliday Alumni Center is location where all incoming knobs and families meet before reporting to campus. Annual Membership Solicitation -- Process dues payments, address changes and alumni news items to support yearly membership. Rentals -- The Alumni Office manages the rental of the Holliday Alumni Center for campus and private events. Hollings Hall – Engaged in new contract in 2015 with the U.S. Army Corps of Engineers Charleston office and operate as the lessor for that facility. CAA Alumni Travel -- Worked closely with travel partners to offer a variety of opportunities for members of CAA including the Scotland trip during the Regimental Band and Pipes performance at the Edinburgh Military Tattoo in 2015. Social Media -- Increased efforts to involve alumni and friends through Twitter and weekday Facebook posts. . CAA Website -- A complete redesign of the CAA website launched in 2015-- all while managing updates and changes to the current portal. Electronic Newsletter -- Sent monthly “Through the Data Port” electronic newsletters to the approximately 16,000 alumni with email addresses on file in the alumni database. Updated the database constantly based on invalid and defunct information. College, Association, Class and Citadel Club Communications -- Provided routine e-mailing of information to alumni based on requests. College Publications -- The annual undergraduate Commencement and Citadel Graduate programs are produced by this office as well as other publications for other campus offices. Student Alumni Association -- The student alumni association promotes The Citadel’s image and stimulate the interest and participation of the cadets in the progression of The Citadel through a host of events and opportunities for cadets. Career Fairs – The Holiday Alumni Center is host to two annual career fairs sponsored by Career Services as well as other career fairs sponsored by outside entities Campus Operations – CAA Staff contribute input to campus strategic planning including the Institutional Planning Committee, Payment Card Industry compliance, Enterprise Risk Management, Campus Housing planning and Communications and Marketing.

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The Citadel and Affiliated Entities

The Citadel’s mission is to educate and develop its cadets and students to become principled leaders in all walks of life by instilling the college’s core values in a disciplined and intellectually challenging environment. The core values of The Citadel are honor, duty and respect. • •

Click for The Citadel’s mission statement Click for The Citadel’s organization chart

The Citadel Foundation The Citadel Foundation, a 501(c)3 charitable organization, was established with the primary purpose of providing financial assistance and support exclusively for The Citadel. Founded in 1961 as The Citadel Development Foundation, the organization was initially tasked with raising money exclusively for educational purposes through the academic endowment fund. The Citadel Foundation, as it is known today, emerged from a campus-wide consolidation of fundraising entities in 2000 and is now responsible for raising funds for all purposes except athletic scholarships, which remain primarily under the purview of The Citadel Brigadier Foundation. Donations to The Citadel Foundation go to a variety of programs including academic scholarships, faculty support, athletic facilities, individual academic schools, program funds, and vital expenses not covered by tuition or fees. The Citadel Foundation's endowment provides funds each year for an academic enhancement grant to The Citadel. This grant significantly enhances the college's ability to achieve excellence in the education of principled leaders. The annual grant from The Citadel Foundation's academic endowment represents only a portion of TCF's support of the college each year. When combined with unrestricted annual operating contributions and other gifts and grants from alumni, corporations, foundations, and friends of the college, the Foundation generally provides in excess of $10 million each year to support and advance The Citadel's mission. • •

Click for TCF Staff and Board of Directors Click for TCF Annual Report

The Citadel Brigadier Foundation Since 1949, Brigadier Foundation members have made a major impact on the success of the Citadel Bulldogs. Over 60 years ago, The Brigadier Club funded the first scholarship for a cadet-student-athlete at The Citadel. Its mission was to help provide scholarship monies to a small athletics department in Charleston, SC whose teams had yet to win a championship in any sport. Today, assistance is provided to approximately 225 cadet-studentathletes as a 501(c)3 charitable organization. Because no state monies are received in the Athletic Department’s budget for scholarship aid, the money raised by The Citadel Brigadier Foundation is critical to the Bulldogs fielding competitive teams throughout the year. •

Click for TCBF Staff and Board of Directors

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CAA Club Starter Guide (excerpts)

Citadel alumni clubs are independent organizations rather than subsidiaries of The Citadel Alumni Association through bylaws, policies, guidelines, and best practices. Citadel alumni clubs are required to notify the Association of their purpose and interests and comply with the rules and regulations set by The Citadel Alumni Association to become and remain recognized and supported entities. The full guide is provided to alumni clubs to outline the programs and services offered to new and existing clubs by the Office of Alumni Affairs and The Citadel Alumni Association (CAA). Starting an Alumni Club Clubs are started by alumni taking the initiative to form a club or by the CAA district directors seeking out alumni volunteers based on a geographic area which is not served by an existing club. Clubs must have an active membership of at least five (5) alumni and there are population thresholds which best facilitate success. The following procedures are in place to initiate a Citadel alumni club: Check the association website (www.citadelalumni.org) for the current club listing to ensure a club does not already exist in or near the geographical area (i.e. club “footprint”). Because new clubs cannot infringe on existing club footprints, new club organizers must first contact existing club leadership to request the sharing or assuming of areas. The association will not provide contact information or recognize a new club formed in or near a registered existing club without concurrence from the existing club. Contact the area’s association district director and call the association at 843-953-7696 to discuss the proposed new club footprint, mission and goals with the alumni club coordinator, who will explain the support available. The alumni club coordinator will provide a list of local alumni names and addresses within the proposed club footprint. Email addresses will not be provided, but the association can assist with sending electronic correspondence to alumni in the proposed footprint per the CAA E-Communications policy. The club organizer(s) should meet once the geographic alumni list is finalized and plan the first organizational meeting. The association will reproduce, stuff and mail, through USPS, the first club letter and/or assist with an electronic communication. Once the club has organized, the appointed or elected club leader should forward to the association a list of officers, to include their home and business telephone numbers and e-mail addresses. A list of tentative scheduled dates for club meetings should also be included. Maintaining an Alumni Club The Citadel Alumni Association is a registered 501(c)(3) non-profit organization recognized by the State of South Carolina and the U.S. government. While The Citadel Alumni Association can provide support for clubs, there are limitations to the services and support the organization can provide. The association cannot on behalf of a club: • • •

Sign contracts Hold liability for finances, events or functions Be held responsible for any tax obligation

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The association strongly encourages groups to establish a policy for handling chapter and club funds and accounting procedures. A club also may choose to file as a non-profit corporation in its respective state. Please contact a financial and/or legal advisor in your state for appropriate guidance on how to file as a non-profit corporation. Bylaws are required for non-profit status and are a recommended governing document for all clubs. The Association encourages all clubs to manage their college fundraising efforts through The Citadel Foundation. The new club and its officers should view their role as a support group for the college, as well as, an opportunity for socializing and networking. Some suggested best practices for clubs include: •

Submit annual reports of club activities and contacts to the appropriate district director and the association by July 1st. This and other specific activities are a requirement for registered clubs to be considered for The Citadel Alumni Association’s Gold Star club program.

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Market club information and events by utilizing the many platforms the association has to support club, including social media and other forms of online engagement.

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Conduct an annual Corps Day Muster. The Muster should be held on or near March 20th, in accordance with the CAA muster planning guide.

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Encourage campus officials to attend or speak at club events. The Citadel President’s Office should be contacted directly when requesting the President at 843-953-5012. Requests for coaches and athletic personnel are handled by The Citadel Brigadier Foundation at 843-953-5277. Be prepared to assume the cost of travel expenses.

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Provide support to varsity and club sport teams, academic groups and campus clubs which may be traveling in your club’s area.

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Submit write-ups and pictures of club activities to the Alumni News at alumninews@citadelalumni.org. In order to have the opportunity of highlighting your club in the magazine, electronically send a picture (proper names and graduation years of alumni in photo) and a short write-up of the activity or event.

Gold Star Alumni Club and CAA Awards The requirements to earn the Gold Star club award at the annual Citadel Alumni Association meeting during Homecoming may be amended occasionally but goal is to keep the process as simple as possible, while ensuring that each club meets the standard set forth by the CAA Board of Directors. Annual requirements are available on the CAA website at www.citadelalumni.org. Completed annual reports covering the period from July to the next July must be submitted to the District Director representing a club's region for endorsement. All clubs are encouraged to submit annual reports to their District Director regardless of meeting all of the Gold Star criteria. A club must earn Gold Star status in order to be considered for a Club of the Year award and a club can obtain club of the year once every three years. The amount of annual involvement supporting The Citadel and The Citadel Alumni Association reported by a club is a significant factor in being considered for the Club of the Year award.

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CAA award nominations also will be a weighing factor for Club of the Year awards; thus members who submit award nominations should ensure they note their club affiliation when submitting a nomination for the following CAA awards (criteria at http://www.citadelalumni.org/awards): • • • • • • • • •

Alumnus/a of the Year Honorary Life Member Distinguished Life Member Young Alumnus of the Year District Director of the Year Club President of the Year The Carroll N. LeTellier Award Club of the Year Small Club of the Year

Cadet Recruiting and Cadet Sendoff Overview Citadel Alumni Recruiters The Citadel Alumni Recruiters (CAR) are affiliated with the association, operated by The Citadel Office of Admissions and their mission is accomplished by dedicated alumni who provide a vital role in the recruitment of prospective Citadel students. Clubs can play a pivotal role in recruiting future cadets and all clubs are encouraged to have a CAR representative. This is also as requirement for the Gold Star club program. Cadet Send-off Planning Go to www.citadelalumni.org/cadetsendoff to register your club event by April 30th each year. On that site, you will find coordinating instruction and the procedure for securing incoming cadet contact information. CAA Muster Planning Guide The first Citadel alumni muster was held in 1998 and is an association initiative designed to facilitate an annual coming together of all alumni of the institution, with the purpose of recognizing those in the long gray line of the South Carolina Corps of Cadets who have passed away during the preceding year. The tradition of Texas A&M, which has conducted musters since 1883, has been used to develop a new tradition for The Citadel. In honoring those who can no longer stand formation, the event creates a rallying point for alumni. This simplifies the process of getting alumni together by establishing a set date for the rendezvous. Alumni will come to know that the muster is always on an exact date -- Corps Day, March 20th -- no matter what day of the week it occurs. In that regard, the muster is indeed a formation. All graduates and former members of the Corps are expected to report. Wherever two or more Citadel graduates are gathered, there will be an annual Citadel alumni muster. This information is published for the purpose of providing suggestions for planning and organizing a muster and guidelines for conducting one.

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Policy Manual for Officers, Directors, and Committee Chairs Of The Citadel Alumni Association Conflicts of Interest Policy Compensation Policy Joint Venture Policy Record Retention Policy Record Retention Schedule Whistleblower Policy E-Communication Policy Acceptable Use of Electronic Communications and Social Media CAA Finance Committee-- Statement of Policy

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CAA Conflicts of Interest Policy Officers, board members, committee chairs, and members have a fiduciary duty to conduct themselves without conflict with the interests of The Citadel Alumni Association (CAA). Regarding matters relating to CAA, they must at all times act in the best interest of CAA and shall comply with CAA Bylaws and policies of the South Carolina Non-Profit Corporation Act related to Standards of Conduct Title 33, Chapter 31. Article 8, Subsection C. This includes, but not limited to financial interests, policies, and official positions of CAA. All actual and potential conflicts of interest, whether financial or otherwise, shall be disclosed or reported to the President of the CAA and the Executive Director at the time such a conflict arises or when the officer, board member, committee chair, committee member, or staff member becomes aware of the conflict. Conflict of interest issues or allegations that cannot be resolved informally by the President and Executive Director shall be referred to the Executive Committee for determination, and any sanction necessary to correct a conflict of interest. The CAA member subject to an adverse determination or sanction may appeal the Executive Committee’s decision to the Board of Directors at its next scheduled meeting. Article I Purpose The purpose of this conflicts of interest policy is to protect the interest of The Citadel Alumni Association (hereinafter the “Association”) when it is contemplating entering a transaction or arrangement that might benefit the private interest of an officer or director of the Association. This policy is intended to supplement but not replace Sections 33-31-831 or 33-31-832 of the South Carolina Code or other applicable state laws governing conflicts of interest applicable non-profit and charitable corporations. Article II Definitions 1.

Interested Person

Any director, officer, or member of a committee with Board-delegated powers who has a direct or indirect Financial Interest, as defined below, is an Interested Person. 2.

family:

Financial Interest A person has a Financial Interest if the person has, directly or indirectly, through business, investment, or a. b. c.

nature.

ownership or investment in any entity with which the Association has a transaction or arrangement; a compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement; or a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Association is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in

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A Financial Interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a Financial Interest may have a conflict of interest only if the appropriate Board or committee decides that a conflict of interest exists.

Duty to Disclose

Article III Procedures

In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of his or her Financial Interest and all material facts to the Directors and members of committees with 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 or she shall leave the Board of Directors of the Association (the “Board”) or committee 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 a. b. c. d.

An Interested Person may make a presentation at the Board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. The Chairman of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the Board or committee shall determine whether the Association can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Association’s best interest and for its own benefit and whether the transaction is fair and reasonable to the Association and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.

Prohibited Transactions

Notwithstanding, anything in this policy to the contrary, an Interested Person shall not, during his or her period of service as a director, officer or member of a committee with Board-delegated powers and for a period of 12 months thereafter, invest, or receive an ownership interest, through stock, options, phantom stock or otherwise, in any entity or venture in which the Association maintains an ownership interest excepting the Association’s investments in publicly traded securities including mutual funds. Provided, however, the Board, upon a vote of 75% of its members not counting the affected director, may waive the applicability of the above-

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described prohibition with respect to the 12-month period following a director’s period of service as a director, officer, or member of a committee with Board-delegated powers. 5.

Violations of the Conflicts of Interest Policy a. b.

If the Board or committee has reasonable cause to believe that a member has failed to disclose an actual or possible conflict 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. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the Board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Article IV Records of Proceedings

The minutes of the 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 Board’s or committee’s decision as to whether a conflict of interest in fact existed. 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 therewith. Article V Compensation Committees

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Association for services is precluded from voting on matters pertaining to that member’s compensation. Article VI Annual Statements Each director, principal officer, and member of a committee with Board-delegated powers shall annually sign a statement, which affirms that such person— a. b. c.

has received a copy of the Conflicts of Interest Policy, has read and understands the policy, has agreed to comply with the policy, and

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understands that the Association is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its taxexempt purposes. Article VII Periodic Reviews

To ensure that the Association operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum include the following subjects: a.

Whether compensation arrangements and benefits are reasonable and are the result of arm's-length bargaining.

Whether transactions with parties are properly recorded, reflect reasonable payments for goods and services, further the Association’s charitable purposes and do not result in inurement or impermissible private benefit. Article VIII Use of Outside Experts

The Executive Committee on June 3, 2021 adopted the following policy in order to properly and fairly determine the need to engage counsel or other outside experts: Prior to engaging CAA Counsel or other outside experts at CAA expense, all Officers, ExCom members, the Executive Director, and Committee Chairs shall a) inform the ExCom of the purpose sought, b) provide the ExCom of the estimated time CAA Counsel or other outside experts expect to spend, and c) receive the approval of the ExCom. This policy does not apply to the engagement of CAA Counsel or other outside experts for 4 hours or less on a particular purpose, project, or issue. For 4 hours or less, the President may authorize the engagement of CAA Counsel or other outside experts. Adopted 3 June 2021 by unanimous vote of those present.

CAA Compensation Policy Article I Purpose The purpose of this Compensation Policy is to protect the interest of The Citadel Alumni Association (the “Association”) when it is contemplating a compensation arrangement for services to be rendered to the Association. Subject to the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) and other applicable federal and state laws, the Board of Directors of the Association (the “Board”) has sole and absolute authority and discretion to interpret, amend, modify or terminate this Compensation Policy.

Article II Compensation pg. 5

The following provisions are intended to address compensation of officers, members of the Board, and other individuals as determined by the Board (“Covered Individuals”). (a)

Compensation.

(i) “Compensation” includes the following: salary or wages; deferred compensation; retirement benefits; fringe benefits (e.g., personal vehicle, meals, lodging, personal family and educational benefits, payment of personal travel, entertainment, or other expenses such as athletic or country club membership and dues); transfers or favors which are not de minimis or insubstantial in nature; and/or the personal use of other gifts, payments or transfers intended or used for the personal benefit of the transferee. Compensation does not include transfers, payments or reimbursements to persons for ordinary and necessary business expenses of the Association, which expenses are incurred by the person(s) on behalf of the Association and which satisfy the substantiation requirements described in Section 1.274-5 of the Treasury Regulations. It is intended that such expenses include, but are not limited to, per diem and mileage allowances in connection with Center meetings. (ii) “Reasonable Compensation” is the amount of Compensation that would ordinarily be paid for similar services by similar organizations under similar circumstances as of the date the Compensation arrangement is entered. (b)

Procedure for Determining Reasonable Compensation.

The Board or any committee authorized by the Board to undertake decisions pursuant to this Compensation Policy with respect to the compensation of Covered Individuals will determine Reasonable Compensation consistent with the following: (i) the governance policies and practices of the Association; (ii) the conflict of interest policy of the Association; and (iii) provisions which give rise to the “rebuttable presumption of reasonableness” described in Section 53.4958-6(a) of the U.S. Treasury Regulations. Consistent with the preceding paragraph, the determination of Reasonable Compensation shall also include the following elements: (i) In advance of payment, the compensation arrangement will be approved by members of the Board or the appropriate authorized committee composed of persons who do not have a conflict of interest with respect to the compensation arrangement being determined; (ii) The Board or the appropriate authorized committee will consider data and information as to the comparability of the compensation package prior to making its determination, (e.g., data and information about compensation paid by similarly situated taxable or tax-exempt organizations for similar services, current compensation surveys compiled by independent firms, or actual written offers from similarly situated organizations competing for the services of the person whose compensation is being determined by the Board or the appropriate authorized committee); (iii) The Board or the appropriate authorized committee will adequately document the basis for its determination concurrently with making that determination, which documentation shall include the Board or the appropriate authorized committee’s written or electronic recordation of the following: (a)

The terms of the transaction that was approved and the date it was approved;

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(b) The members of the Board or the appropriate authorized committee who were present during debate on the transaction that was approved and the names of those who voted for it; (c) The comparability data considered by the Board or the appropriate authorized committee; and (d) Any actions taken with respect to the determination of the reasonableness of a transaction by anyone who is otherwise a member of the Board or the appropriate authorized committee, but who had a conflict of interest with respect to the transaction. Article III Periodic Reviews To ensure that the Association operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, the Board shall conduct periodic reviews of this Compensation Policy and its actual implementation. The periodic reviews shall, at a minimum, ensure that the following steps are taken: (a) The Board shall determine whether Compensation, which the Association has provided, complies with the policies and standards described herein and constitutes Reasonable Compensation; and (b) The Board shall determine whether Compensation transactions are properly recorded, reflect reasonable payments for goods and services, further the Association’s charitable purposes and do not result in private inurement, impermissible private benefit or in an excess benefit transaction. Article IV Use of Outside Advisors and Experts The Executive Committee on June 3, 2021 adopted the following policy in order to properly and fairly determine the need to engage counsel or other outside experts: Prior to engaging CAA Counsel or other outside experts at CAA expense, all Officers, ExCom members, the Executive Director, and Committee Chairs shall a) inform the ExCom of the purpose sought, b) provide the ExCom of the estimated time CAA Counsel or other outside experts expect to spend, and c) receive the approval of the ExCom. This policy does not apply to the engagement of CAA Counsel or other outside experts for 4 hours or less on a particular purpose, project, or issue. For 4 hours or less, the President may authorize the engagement of CAA Counsel or other outside experts. Adopted 3 June 2021 by unanimous vote of those present.

CAA Joint Venture Policy Article I Purpose The objective of this Joint Venture Policy is to protect the tax-exempt status of The Citadel Alumni Association (the “Association”) in situations in which it may enter into a joint venture with one or more parties that are not exempt from federal income taxation. This Joint Venture Policy provides guidelines to consider when making pg. 7

decisions about whether the Association will enter into a joint venture, and, if such an arrangement is entered into, how it may be structured to protect the Association’s tax-exempt status. Article II What is a Joint Venture? For purposes of this Joint Venture Policy, a joint venture is any joint ownership or contractual arrangement between the Association and one or more parties that are not exempt from federal income taxation, through which there is an agreement to jointly undertake a specific business enterprise, investment, or exempt-purpose activity. A joint venture does not include arrangements intended primarily to result in the production of income or the appreciation of property, if substantially all of the income generated by the arrangement consists of investment income, such as dividends, interest, annuities, royalties, rents, and capital gains. Article III Policy When the Association is contemplating entering into a joint venture with one or more parties that are not exempt from federal income taxation, the Association will consider the implications such a venture could have on its taxexempt status, and will undertake to negotiate terms and safeguards to protect that status. Any contracts entered into shall be negotiated at arm’s length, or on terms that are even more favorable to the Association. Depending on the circumstances, the Association may include some or all of the following safeguards in a joint venture arrangement to protect its tax-exempt status: •

Control over the joint venture sufficient to ensure the joint venture furthers the Association’s tax-exempt purposes.

•

Requiring that the joint venture give priority to tax-exempt purposes over maximizing profits to those participants in the venture who are not exempt from federal income taxation.

•

Prohibiting the joint venture from engaging in activities that would jeopardize the Association’s taxexempt status.

CAA Record Retention Policy Article I Purpose The Citadel Alumni Association (the “Association”) has developed and implemented internal protocols, which are memorialized herein and are intended to set forth the Association’s policies and procedures regarding the retention and disposal of “Records” (as defined herein) (the “Record Retention Policy”). The purpose of this Record Retention Policy is to ensure that necessary Records are adequately protected, maintained and ultimately disposed at the proper time. This Record Retention Policy is also implemented to ensure that the Association, its governing body, officers, members, volunteers, employees, and agents shall not knowingly destroy a document with the intent to obstruct or influence an “investigation or proper administration of any matter within the jurisdiction of any department or agency of the United States…or in relation to or contemplation of such matter or case,” in accordance with the Sarbanes-Oxley Act of 2002, as amended. pg. 8

In all cases, the Board of Directors of the Association (the “Board”), or any person or committee authorized by the Board to administer this Record Retention Policy, shall prudently maintain or dispose of Records in accordance with the policies and procedures outlined herein. Article II Records “Records” shall mean all information related to the activities of the Association that is inscribed on a tangible medium or stored electronically or in another medium, which can be retrieved at any time. Records include, but are not limited to, documents, e-mails, paper and electronic files containing data or other information, handwritten notes, voicemail recordings, internet browser information, e-faxes, electronic calendars, blogs, chat room/bulletin board postings, word-processing documents, spreadsheets, and presentations. Regardless of physical form or characteristic, recorded information constitutes Records if produced, collected, received, or retained in pursuance of law or in connection with the activities of the Association. Notwithstanding the foregoing paragraph, certain correspondences, documents and other information, in any form, may be excluded from the definition of “Records” if they record minor or routine inquiries or information that can be discarded without violation of custom, law or practice upon the completion of the relevant matter (“Non-Records”). Examples of Non-Records include, but are not limited to, e-mails scheduling a meeting, drafts of meeting agendas and minutes, form letters that require no follow-up, and routine letters and notes that require no follow-up such as notes of appreciation and congratulations. The Board, or any officer or committee authorized by the Board to administer this Record Retention Policy, may determine that certain Non-Records are useful for future reference and should be retained. Article III Policy Administration The schedule attached hereto and incorporated herein as Appendix A contains the maintenance, retention and disposal schedule for Records (the “Record Retention Schedule”). The Board is responsible for the administration and proper implementation of this Record Retention Policy and accompanying Record Retention Schedule. The Board may amend the Record Retention Schedule from time to time to ensure that the Association is in compliance with local, state and federal laws and that the Record Retention Schedule includes the appropriate documents and record categories applicable to the Association. The Board may delegate its authority herein to any person or committee. Article IV Records Retention (a)

General Guidelines.

(i) Unless otherwise stated, only one original (or copy) of the Records shall be retained. Upon approval by the Board, or any person or committee authorized by the Board to maintain the Records, paper Records may be destroyed once they are stored electronically or in some other retrievable medium. However, if pg. 9

the Board, or any person or committee authorized by the Board to maintain the Records, deem any original paper Records to have unique history or other intrinsic value, they shall be retained in paper form. (ii) Handwritten notes with content contained in Records that are retained by the Association should be destroyed if the original is finalized and the Board or any officer or committee authorized by the Board approves the disposal of such handwritten notes. (iii) Records should not be retained if they are no longer needed for the operation of the Association or otherwise required by state or federal law. (b)

Retention Period. (i)

The retention period for specific Records are set forth in the Record Retention Schedule.

(ii) In the event that the Records Retention Schedule does not specify the treatment of a particular category of Records, such category of Records shall be retained for a minimum period of seven (7) years, unless otherwise determined by the Board in consultation with legal counsel. Article V Records Disposal The Board, or any person or committee authorized by the Board to administer this Record Retention Policy, is responsible for the ongoing process of identifying Records that have met the required retention period and overseeing their disposal. Article VI Suspension of Disposal (a) The Association expects all members of the governing board, officers, volunteers, employees or other persons to comply fully with the Record Retention Schedule and the retention period set forth in Article IV subject to the following exception: In the event the Association is served with a subpoena or request for Records or any member of the governing board, officer, volunteer, employee or other person becomes aware of a governmental audit or investigation concerning the Association or the commencement of any litigation against or concerning the Association, such member of the governing board, officer, volunteer, employee or other person shall promptly inform the President of the Board and any further disposal of Records shall be immediately suspended and all Records shall be preserved, until such time as the President of the Board, with the advice of legal counsel, determines otherwise. (b) The President of the Board shall promptly inform all members of the governing board, officers, volunteers, employees, and other persons of any suspension in the disposal of Records. Article VII Confidentiality (a) Records containing Private Information (as defined herein) must be kept secure, and must not be disclosed except on a “need to know” basis or as required by contract or state or federal law. “Private pg. 10

Information” means data or information of the Association of a sensitive or confidential nature, including, but not limited to confidential agreements, donor lists, personal employee records (including social security numbers, compensation, medical information, and disciplinary information), credit card information and passwords. Copies of Private Information must be kept to a minimum and their location, whether physical or electronic, shall be closely monitored by the Board, or any officer or committee authorized by the Board to maintain such Private Information. Paper Records that are retained and contain Private Information must be clearly marked “Confidential” and maintained in a secure location. (b) Disclosure of Records containing Private Information in violation of this Record Retention Policy will be viewed as a serious offense and may result in disciplinary action, up to and including termination. Such conduct may also give rise to other actions, including civil lawsuits. Article VIII Public Disclosure (a)

General.

(i) In accordance with regulations set forth by the Internal Revenue Service and the aforementioned Article, the Association, after receiving a written or in-person request at the Association’s principal office, shall make certain annual returns and applications for exemption (“Public Disclosure Documents”) available for public inspection. The Association will provide copies of such Public Disclosure Documents to individuals that request them. (ii) If the Association receives an in-person request at the Association’s principal office for copies of Public Disclosure Documents, then, absent undue hardship to the Association, the request will be honored the day the request was made. If the Association receives a written request for copies of Public Disclosure Documents, the Association will provide such copies within thirty (30) days of the request. (iii) The Association charges reasonable copying costs and, if applicable, the actual cost of postage before providing copies of Public Disclosure Documents. If the Association receives a written request for such copies, the Association shall provide notice of the approximate cost of the copies within seven (7) days of receipt of the request. (b) Types of Documents. Public Disclosure Documents subject to public inspection and copying include the following: (i) Application for exemption (Form 1023 or 1024), all attachments and all correspondence with the IRS about the Association’s tax exempt status; (ii)

Form 990 from the previous three (3) years; and

(iii)

Any Form 990-T filed after August 17, 2006. Article IX Amendment

pg. 11

The Board has sole and absolute authority and discretion to interpret, amend, modify or terminate this Record Retention Policy. This Record Retention Policy does not create, nor should it be viewed as creating a contractual obligation between the Association and any members of the governing body, officers, volunteers, employees, or other persons.

CAA Record Retention (Schedule) Policy Description of Record(s)

Disposition

I. Accounting and Finance Accounts Payable ledgers and schedules

Seven years

Accounts Receivable ledgers and schedules

Seven years

Year end Financial Statements and Audit Reports, including work papers and other Permanent documents that relate to the audit Internal Audit Reports

Three years

Annual Plans and Budgets

Two years

Cancelled checks for important payments such as taxes, property, special contracts, Permanent Checks should be filed etc. with papers pertaining to the underlying transaction. Bank statements, cancelled checks, (excluding cancelled checks for important Seven years payments such as taxes, property, special contracts, etc.) check registers, investment statements, and related documents Employee Expense Reports

Seven years

General Ledgers

Permanent

Interim Financial Statements

Seven years

Notes Receivable ledgers and schedules

Seven years

Investment Records

Seven years investment

Credit card records and receipts

Three years

Bank reconciliations

Three years

Chart of Accounts

Permanent

after

sale

II. Contracts Contracts and related documents (including any proposal that resulted in the Seven years after expiration or contract and all other supportive documentation) termination.

pg. 12

III. Corporate Records Incorporation documents including articles of incorporation, bylaws, and related Permanent documents office.

Store

principal

Tax-exemption documents including application for tax exemption (IRS Form Permanent. Store at principal 1023), IRS determination letter, and any related documents office. These records must be made available for public inspection upon request. Minutes of all meetings of the Board, resolutions adopted by the Board, records of Permanent all actions taken the Board without a meeting, and records of all actions taken by office. committees of the Board

Store

principal

List of names and business or home addresses of current directors and officers

Permanent

Licenses and Permits

Permanent

Policy and Procedures Manual

Permanent-current version with revision history

Annual Reports

Permanent

IV. Correspondence and Internal Memoranda Non-Records

Two years

V. Electronic Documents All electronic mail (both internal and external sources)

One year

Internet cookies

Once per month

VI. Grant Records Original grant proposal