Director's Handbook

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)……………………..

1 2 2 3 4 5 7 8

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

o o o o o o o o o

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

o o o

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.

•

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.

•

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

•

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.

•

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

•

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.

1.

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.

4.

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-

pg. 3

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.

2.

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

pg. 4

d.

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.

b.

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;

pg. 6

(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

of

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

at

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

at

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

Seven years after completion of grant period

Grant agreement and subsequent modifications (if applicable)

Seven years after completion of grant period

All requested IRS/grantee correspondence including “no change” in exempt status Seven years after completion of grant period Final grantee reports, both financial and narrative

Seven years after completion of grant period

All evidence of returned grant funds

Seven years after completion of grant period pg. 13

All pertinent formal correspondence, including opinion letters of counsel

Seven years after completion of grant period

Report assessment forms

Seven years after completion of grant period

Documentation relation to grantee evidence of invoices and matching or challenge Seven years after completion of grants that would support grantee compliance with the grant agreement grant period Pre-grant inquiry forms and other documentation for expenditure responsibility Seven years after completion of grants grant period Grantee work product produced with grant funds

Seven years after completion of grant period

VII. Insurance Records Annual Loss Summaries

Ten years

Audits and Adjustments

Three years adjustment

Certificates Issued to The Citadel Alumni Association

Permanent

after

final

Claims Files (including correspondence, medical records, injury documentation, Permanent etc.)

Group Insurance Plans-Active Employees

Until plan terminated

is

amended

or

Group Insurance Plans-Retirees

Permanent or until six years after death of last eligible participant

Inspections

Three years

All Insurance Polices

Permanent

Journal Entry Support Data

Seven years

Loss Runs

Ten years

Releases and Settlements

Twenty-five years

VIII. Legal Files and Papers Legal Memoranda and Opinions

Seven years after close of matter

Litigation Files

One year after expiration of appeals or time for filing appeals

Court Orders

Permanent

Requests for Departure from Records Retention Policy

Ten years

pg. 14

IX. Payroll Documents Employee Deduction Authorizations

Four years after separation

Payroll Deductions

Seven years after separation

W-2 and W-4 Forms

Seven years after separation

Garnishments, Assignments, Attachments

Seven years after separation

Labor Distribution Cost Records

Seven years

Payroll Registers (gross and net)

Seven years

Time Cards/Sheets

Three years after separation

Unclaimed Wage Records

Six years

X. Personnel Records Commissions/Bonuses/Incentives/Awards

Seven years after separation

EEO-I / EEO-2 – Employer Information Reports

Two years after superseded or filing (whichever is longer)

Employee Earnings Records

Seven years after separation

Employee Handbooks

Permanent-current version with revision history

Employee Medical Records (excluding health insurance claims records and first- Thirty years after separation aid records for one-time treatment of minor injuries) Employee Personnel Records (including individual attendance records, Permanent withholding information, garnishments, test results, training and qualification records, receipt of at-will disclaimer and sexual harassment policy) Employee Application and Resumes (Hired Applicants only)

Seven years after separation

Promotions, demotions, letter of reprimand, termination

Seven years from date action taken

Employment Contracts – Individual

Seven years after separation

Employment Records – Correspondence with Employment Agencies and Three years from date of hiring Advertisements for Job Openings decision Employment Records – All Non-Hired Applicants (including all applications and Two – Four years (Four years if resumes – whether solicited or unsolicited, results of post-offer, pre-employment file contains any correspondence physicals, results of background investigations, if any, related correspondence) which might be construed as an offer) Job Descriptions

Three years after superseded

Personnel Count Records

Three years

pg. 15

Forms I-9

Three years after hiring, or one year after separation, whichever is later

XI. Pension Documents and Supporting Employee Data Retirement and Pension Records

Permanent

XII. Property Records Correspondence, Property Deeds, Assessments, Licenses, Rights of Way

Permanent

Original Purchase/Sale/Lease Agreement

Permanent

Property Insurance Policies

Permanent

XII. Tax Records Tax-Exemption Documents and Related Correspondence

Permanent

IRS Rulings

Permanent

Excise Tax Records

Seven years

Payroll Tax Records

Seven years

Tax Bills, Receipts, Statements

Seven years

Tax Returns – Income, Franchise, Property

Permanent

Tax Workpaper Packages – Originals

Seven years

Sales/Use Tax Records

Seven years

Annual Information Returns – Federal and State

Permanent

IRS or other Government Audit Records

Permanent

XIII. Contribution Records Records of Contributions

Permanent

Documents evidencing terms of gifts

Permanent

XIV. Fiscal Sponsor Project Records Sponsorship Agreements

Permanent

CAA Whistleblower Policy pg. 16

Article I Purpose The Citadel Alumni Association (the “Association”) has developed and implemented internal protocols, which are memorialized herein and are intended to prevent or deter illegal practices and violations of the Association’s internal policies and procedures (the “Whistleblower Policy”).

This Whistleblower Policy provides general procedures regarding the reporting and investigation of allegations of “Misconduct,” as defined herein. The Association encourages and requests that members of the governing board, officers, members, volunteers, employees, agents and other persons associated with the Association use the guidance set forth in this Whistleblower Policy to report any suspected Misconduct. In all cases, the Board of Directors of the Association (the “Board”), the Executive Committee, the Chief Integrity Officer, or any person(s) or other committee authorized by the Board to administer this Whistleblower Policy, shall conduct investigations of alleged Misconduct in a discrete and confidential manner to the fullest extent permitted under state and federal law. For all purposes herein, the “Chief Integrity Officer” is an investigating officer of the Association who is principally responsible to oversee the administration of this Whistleblower Policy pursuant to the terms contained herein.

Article II Misconduct “Misconduct” is any action or activity of a member of the Board, officer, member, volunteer, employee, advisor, or agent of the Association, which is undertaken in the performance of the person’s official duties or with the appearance or representation of being undertaken in the performance of official duties, whether or not the action or activity is within the scope of his duties, and that: (i) is in violation of any federal or state law or regulation, including, but not limited to, corruption, malfeasance, bribery, theft, fraudulent claims, fraud, coercion, or conversion; (ii) constitutes misuse or misappropriation of Association property, willful omission to perform duty, or an intentional violation of an Association policy, procedure, rule or regulation; (iii) is economically wasteful or involves gross misconduct, incompetence or inefficiency or creates for the Association potential exposure to liability and financial irregularities; (iv) suggests strongly that the action or activity is the result of a criminal act; (v) is an unauthorized invasion, alteration or manipulation of records and computer files; (vi) is in pursuit of a benefit or advantage in violation of the Association’s conflict of interest policy; or (vii) interferes with an Association investigation conducted in accordance with this policy, including the withholding, destruction or tampering with evidence or any effort to influence, coerce, intimidate or retaliate against Whistleblowers or witnesses.

Article III Report Misconduct (a)

Filing a Report.

(i) Any person may report an allegation of Misconduct pursuant to the procedures described in this Article III. Reports may be made anonymously; however, anonymity may hinder or prolong an investigation of Misconduct. The Association encourages reports of Misconduct to be made in writing, so there is a clear understanding of the issues raised. Reports should focus on facts, avoid speculation, and refrain from pg. 17

drawing conclusions. investigative process.

Reports should include as much specific information as possible to facilitate the

Persons who make a claim of Misconduct under this Whistleblower Policy in bad faith or who know or have reason to know that such claim is false or materially inaccurate, may be subject to disciplinary sanctions, including reprimand, suspension, demotion, or termination. (ii) Members of the Board, officers, volunteers, employees, and agents of the Association shall submit reports of Misconduct directly to the Chief Integrity Officer. The Executive Committee shall appoint a person to act as the Chief Integrity Officer of the Association who (1) is a member of the Association, (2) is not an employee of the Association, (3) is knowledgeable concerning the resources and procedures of the Association, and (4) shall investigate any allegation of Misconduct in a fair and impartial manner. The Executive Committee may appoint the President to serve as the Chief Integrity Officer. The Chief Integrity Officer shall report directly to the Board or any committee authorized by the Board to provide oversight pursuant to this Whistleblower Policy. (iii) If members of the Board, officers, volunteers, employees, or agents of the Association are uncomfortable speaking with the Chief Integrity Officer, or if the Chief Integrity Officer is the subject of suspected Misconduct, any such person may submit reports of Misconduct directly to any member of the Board. (iv)

Board.

All anonymous reports of alleged Misconduct must be in writing and sent directly to the

(v) Reasonable care will be taken when dealing with reports of Misconduct to avoid baseless allegations, premature notice to persons suspected of Misconduct, disclosure of Misconduct to persons not involved with the investigation, and violations of an individual’s rights under the law. (b)

Authority of Chief Integrity Officer.

In addition to any other powers specifically provided herein, the Chief Integrity Officer shall be empowered with the following responsibilities, duties and authority: (i) The Chief Integrity Officer shall have the principal responsibility for investigating allegations of Misconduct and compliance with the procedures outlined herein. (ii) The Chief Integrity Officer shall have principal responsibility for reporting allegations of Misconduct to the Board and consulting with any person(s) who assist in the investigation of allegations of Misconduct. (iii) In some instances, a funding entity or regulatory agency may require a report of an allegation of Misconduct. The Chief Integrity Officer shall determine the nature and timing of such communications. (iv) The Chief Integrity Officer shall report allegations of suspected losses of money, securities or other property pursuant to the terms of any contracts with insurance or bonding companies.

Article IV Investigate Misconduct pg. 18

(a) Within five (5) business days of receipt of the report of Misconduct, the Chief Integrity Officer shall notify the submitter of the report that the report was received. If the report was sent directly to the Executive Committee or the Board, the President of the Board shall notify the individual within five (5) days of receipt of such report. It is not possible to acknowledge receipt of anonymously submitted reports. (b) The Chief Integrity Officer shall coordinate the investigation and enlist the efforts of the appropriate staff within the Association to conduct the investigation or may solicit investigative services outside of the Association. In addition, the Chief Integrity Officer shall (i) ensure that the Executive Committee, the Board, or any funding and regulatory agencies, as appropriate, are adequately informed of allegations of Misconduct; (ii) ensure that appropriate resources and expertise are allocated in order to effect a timely, comprehensive and objective investigation; (iii) ensure that there are no conflicts of interest on the part of any party involved in specific investigative units; (iv) monitor the progress of the investigation; and (v) coordinate and facilitate as an advisor in determining the corrective and remedial action to be taken. The Board, or any committee appropriately authorized by the Board, shall determine the corrective and remedial action to be taken. (c) All officers, employees, volunteers, agents, and members of the Board of the Association have a duty to cooperate with investigations conducted under this Whistleblower Policy.

Article V Confidentiality (a) To the greatest extent possible within the limitations of law, the need to investigate reports of Misconduct and investigations pertaining thereto shall be kept in the strictest confidence. Persons who submit reports of Misconduct should be advised that their identity may become known for reasons beyond the control of the Association, and they should be prepared to be interviewed by an investigator. (b) Disclosure of suspected Misconduct to persons who are not involved in the investigation shall be viewed as a serious offense and may result in disciplinary action, including but not limited to termination of employment, dissociation with the Association, removal from the Board or any position as an officer of the Association. Such conduct may also give rise to other actions, including civil lawsuits.

Article VI Protect Against Retaliation (a) Members of the Board, officers, volunteers, employees, and agents of the Association and other persons who, in good faith, report suspected Misconduct shall not suffer any retaliation, including but not limited to threats, harassment, abuse, discrimination or any adverse employment consequence, as a result of such disclosure and will be protected from such retaliation by the Association. However, this protection from retaliation is not intended to prohibit supervisors, managers or administrators from taking action, including disciplinary action, in the usual scope of their duties and based upon valid performance-related factors. (b) The Chief Integrity Officer, the Executive Committee, and the Board shall promptly investigate any complaint of retaliation. Any person that is found to have retaliated against an individual who reported pg. 19

Misconduct, in good faith, shall be subject to discipline, including but not limited to termination of employment, dissociation with the Association, removal from the Board or any position as an officer of the Association.

Article VII Amendment The Board has sole and absolute authority and discretion to interpret, amend, modify or terminate this Whistleblower Policy. This Whistleblower Policy is intended as guidance for reporting and investigating allegations of Misconduct. This Whistleblower Policy does not create, nor should it be viewed as creating a contractual obligation between the Association and any members of the Board, officers, volunteers, employees, or agents of the Association.

E-Communication Policy Effective August 2005 Statement of Purpose: The goodwill of our alumni is an invaluable asset to The Citadel. In the process of cultivating relationships, information is shared with the college based upon mutual respect and trust. The explosive growth of e-communications calls for a studied approach as to how this communication tool is used in communicating with alumni. At best, unwanted e-mail violates trust and jeopardizes relationships; at worst, it violates federal law. It is the goal of this office to create a policy that respects the wishes of our alumni, nurtures good relationships through useful communication, and complies with best practices and legal guidelines. As technology and awareness of best practices in this area continue to evolve, it is intended that the policy outlined in this document will evolve, also.

With these goals in mind, all e-communications to Citadel alumni covered by this policy will be handled utilizing the following assumptions: 1. Permission based - We will initially assume all alumni for whom we have e-mail addresses as “opted-in” for e-communications from the overall institution.

2. Opt-out – Each e-communication will contain a link allowing the recipient to opt-out of further ecommunication.

3. Content and distribution - All broadcast e-communications will be sent through the Online Community (OLC) broadcast e-mail tool 4. Content should have intrinsic value to the recipient.

5. Be sure that messages including upcoming events are sent well in advance of the event (or an RSVP deadline) and are pertinent to all recipients for that message.

6. Messages should be concise, no more than 4-5 items.

7. Each message should contain an accurate subject line.

8. Messages requesting donations or regarding fundraising will NOT be sent via e-mail.

9. To avoid cluttering the in-boxes of our alumni, a maximum of 2 e-mails per alumnus will be sent per week.

pg. 20

10. Messages that a club president or District Director wishes to reach a broader audience should be submitted for inclusion in the Through the Data Port newsletter to Brent.Richardson@Citadel.edu by the 25th of each month.

11. A maximum of 2 e-mails should be sent regarding any one event.

12. Any notification of updated personal information should be forwarded to the Alumni Office so that we may keep the database as accurate as possible.

13. Each CP or DD will be responsible for e-communications sent from his/her OLC account.

Acceptable Use of Electronic Communications and Social Media Effective August 2005 The CAA provides networking opportunities through websites, email, and various social media channels, including but not limited to Facebook, Twitter and LinkedIn. These networks are intended to facilitate communication among individual members of The Citadel community and between these users and The CAA. The CAA encourages Citadel Clubs and organizations to engage with alumni through these digital and social channels. The CAA will advise and assist alumni groups and Citadel Clubs in providing timely, relevant and high-quality content to alumni.

These policies and guidelines have been developed to assist individuals and alumni groups online, while protecting the reputation and brand of The CAA. All alumni are representatives of The CAA and The Citadel and should follow the same standards of conduct online as they would in face-to-face interactions.

1. Purpose: • • • • • • •

To ensure The CAA’s official presence in electronic communication and social media are coordinated, maintained and supportive of The CAA’s mission 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 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.

To outline policies and procedures for coordinating and maintaining The Citadel’s official presence in social media venue To provide policies for all social media sites, including personal pages To provide guidance for personal use of social media

2. Applicability: This policy applies to CAA staff, part-time staff, officers, candidates for office, club officials, volunteers and others that maintain a social media presence in the furtherance of CAA official duties. It also applies to all other users participating in activity on these sites. This includes all social media regardless of where the service is hosted.

3. Definitions pg. 21

A. Social Media refers to any technology-based network designed to facilitate social interactions in a virtual environment. Examples are Facebook, YouTube, Flickr, wikis, blogs, Twitter, Digg and Reddit. These media allow the creation and exchange of user-generated material.

B. Users are those who participate in activity on CAA and Citadel electronic media and include alumni, parents, faculty, staff, students, and friends.

C. Social Media Administrator is the person designated to manage and maintain a social media presence.

D. Administrator Privileges refers to the access documentation that allows a social media administrator to log into and manage a social media presence.

4. Policies: It is the policy of The CAA to maintain an environment that promotes ethical and responsible conduct in all online network activities. It shall be a violation of this policy for any user to engage in any activity that does not conform to the established purpose and general rules and policies of The CAA. 5. By using CAA resources, users assume personal responsibility for appropriate use of these resources and agree to comply with CAA policies and all other applicable university policies, as well as city, state and federal laws and regulations.

6. Users of these CAA resources are strongly encouraged to review and understand these policies.

A. Authorized CAA social media sites will not promote political or commercial interests. The social media administrator will ensure no such posts are made or are promptly removed.

B. The social media administrator is required to remove posts that are disparaging of individuals or institutions, obscene or otherwise inappropriate.

C. Authorized social media sites will conform to The Citadel’s core values.

D. The inappropriate use of social networks, which includes personal attacks, derogatory language, profanity, off-color or sexual humor, incriminating photos or copyright violations, is subject to removal by the Alumni Association.

E. Laws and policies respecting contracting, and conflict of interest apply online and in the social media context. Applicable policies and guidelines, including The Citadel’s Human Resources guidelines and policies, for interacting with students, parents, alumni, donors, media, all other Citadel constituents, and the public apply online and in the social media context.

F. Do not post confidential or proprietary information about The Citadel, cadets, students, employees, alumni, or others, such as releasing personal information about others, such as name, address, or phone number. Do adhere to all applicable college privacy and confidentiality policies.

G. The CAA or The Citadel’s name, logo, or images including of The Citadel Ring may not be used to promote a product, cause, charity or political party or candidate.

H. Since The CAA is a 501(c)(3) organization, our clubs and their social pages cannot be perceived as taking a stance on any political issue or candidate, even if the candidate is a Citadel alumna/ae. For example, you cannot send messages about a specific candidate or ballot initiative, re-post or re-tweet messages from or on behalf of a candidate, publicize a political campaign fundraising activity or use any club resource in a way that could be interpreted as supporting a particular position in an upcoming election. pg. 22

I. Read and follow the Terms of Service of any social media platform employed.

J. When posting, be mindful of the copyright and intellectual property rights of others, The CAA and The Citadel. Follow copyright and compliance laws and guidelines when applicable. Do use the Facebook sharing or Twitter retweet functions to share when possible.

K. Never post updates about athletic recruits or contact recruits or their families directly.

L. Advertisements not sponsored by The CAA, its clubs or The Citadel are not allowed in social media posts or comments.

M. Because we are a public institution, The CAA is not allowed to block users from posting in our public forums unless that user violates a policy stated here. We encourage an open exchange and discussion of opinions. However, we reserve the right to remove messages that contain advertising, are off topic, use offensive or inappropriate language, are intended to defame, infringe someone's rights, are a violation of law or can be proven as false. Repeated violations may result in that user being blocked from future posting.

N. The CAA will not tolerate social media posts or comments include activity or information that is illegal or fraudulent, that are mass mailings or spam; that inaccurately imply endorsement, approval or sponsorship by The CAA or The Citadel, that can be confused with official communications of The CAA or The Citadel, that violate other users’ privacy or that are hateful, threatening, libelous or pornographic; incite violence; or contain nudity or graphic or gratuitous violence; or harassment of any individual or entity.

6. Compliance A. The social media administrator is responsible for ensuring the social media presence is maintained, including reviewing, and managing all content posted to the presence by The CAA or by an outside poster. The social media administrator is also responsible for ensuring all postings comply with this policy and the policies of The CAA and will report questionable posts to CAA leadership for action when necessary.

B. Failure to comply with these policies may result in temporary or permanent loss of access to The CAA’s computing and network resources; revocation of the privilege of the use of CAA facilities; disciplinary action up to and including loss of office for CAA leadership, candidates or club presidents and termination for employees; and/or civil and/or criminal prosecution.

Cadets and other students are not prohibited from using social media but should exercise good judgment because actions or behavior made available through social media reflect on The CAA and The Citadel and become information that may be used in a disciplinary proceeding.

C. The CAA reserves the right to deny access to its communication channels to those who violate the above standards or other applicable policies in these or similar practices. Participants on The CAA site and in the various social media channels who misuse information and communication services may be removed from all online alumni communities permanently and could face legal action for failure to abide by these policies and procedures. The CAA reserves the right to move or delete any postings.

7. Suggested Use for Citadel Club social media: A. The CAA does not review the content of Citadel Club websites or social media pages. This is the responsibility of each club. However, the content of these pages reflects on the overall perception of The CAA, so we offer the following suggestions for club pages. pg. 23

B. Since club leadership changes often, more than one member of club leadership should have usernames and passwords and/or administrative access to social media accounts. Clubs should review administrative access and information on club social accounts at least quarterly, so they remain up to date. Please feel free to share account access with The CAA staff, who can help moderate activity and/or assist during times of transition in club leadership.

C. Please do not make your social media pages private or protected. Use of these privacy features are good for personal pages but the club social networking should be public so all interested alumni and friends can participate.

D. Do not post any information that is proprietary, that is not public knowledge or could be considered personal or sensitive. Respect other people’s privacy and think before you post.

E. Don’t post anything on club social pages that is not relevant to alumni, The Citadel, the club or The CAA. F. When posting, remember that you are representing The CAA and your Citadel Club. Consider your messages, audience and goals. Keep posts professional in tone and in good taste.

G. Club page names, images and posts should be chosen to clearly identify and represent the individual club and not The CAA or The Citadel as a whole. Clubs should feel free to use The CAA logo as a part of your official club social page images.

H. Have a clearly understood process by which designated individuals periodically review, maintain, and update the content of social media sites. This will keep interest in your pages high and increase participation in club activities.

I. Use common sense. Avoid profanity, sexual humor, ethnic slurs and other questionable content.

J. Respect differences and refrain from posting updates related to politics, religion and the like.

We encourage different viewpoints and opinions but those should be reserved for your personal outlets and conversations.

K. Be transparent and disclose relationships. If you post on your personal profile and mention the club or The CAA, be sure to mention your volunteer status, as well.

L. Monitor what others post. If your Facebook wall is full of spam or alumni questions go unanswered on LinkedIn or Twitter, alumni will lose interest and feel negatively toward the club and The CAA. M. Club leaders and members are encouraged to share club and Alumni Association updates on their personal networks.

N. Designate a member as the contact to whom users can send content corrections, updates or questions. Their contact information should be published on club social media pages.

O. Whenever possible, link back to information on The CAA or The Citadel websites.

8. Recommendations for Personal Use of social media (modified from The Citadel’s policy): A. Think twice before posting. Privacy does not exist in the world of social media. Consider what could happen if your post becomes widely known and your post may reflect on you, others mentioned, The CAA and The Citadel. Internet search engines may find posts years after they are created, and post comments can be forwarded or copied. If you would not make a statement at a conference or to a member of the media, reconsider whether you should post it online.

B. Verify facts before posting them on social media.

C. Review content for grammatical and spelling errors. pg. 24

D. Avoid discussing or speculating on internal Citadel or CAA policies or operations in posts or comments.

E. Be respectful. Content contributed to a social media site can encourage comments or discussion of opposing ideas. Responses should be considered carefully in light of their possible effect on the poster, those mentioned in the post, The CAA and/or The Citadel and its institutional voice.

Do not post or approve comments that include: i. Profanity or abusive language ii. Threats of physical or bodily harm iii. Sexual Harassment iv. Sensitive information, i.e. information that could compromise public safety, intellectual property or national security. v. Offensive terms, i.e. language that targets specific ethnic or racial groups.

F. Remember your audience. Be aware that a presence in the social media world is or easily can be made available to the public at large. This includes prospective students, current students, current employers and colleagues and peers. Consider this fact before publishing to ensure the post will not alienate, harm or provoke any of these groups.

G. Use disclaimers. Identify your views as your own. If you identify yourself as a CAA staff member, board member, candidate for office or volunteer online, make clear that the views expressed are not necessarily those of The CAA or The Citadel.

H. Photographs posted on social media sites can be easily appropriated by visitors. Consider adding a watermark and/or posting images at 72 dpi and approximately 800x600 resolution to protect your intellectual property. Images at that size are sufficient for viewing online but not suitable for printing.

CAA Finance Committee-- Statement of Policy CHARTER The Finance Department of The Citadel Alumni Association (“CAA”) is responsible for all financial transactions of the CAA to include, receipt of all income and payment of all expenses, accurate posting of all transactions to CAA financial records, assembling and presentation of regular financial information to the Executive Committee and the Board of Directors (“Board”), internal controls, budgeting and forecasting, investment oversight, managing cash flow, and the financial oversight of real estate activities. In the event any term or condition in this Policy contradicts any term or condition of CAA By-Laws, existing now or in the future, the By-Laws shall prevail.

In all cases, activities will be governed by three guiding principles: • • •

Liquidity – At all times, the CAA will have cash available to meet all current obligations and those of the immediate future.

Soundness - All transactions will be risk adverse so that results will withstand reasonable scrutiny.

Reputation – Business will be conducted with the knowledge that the reputation of the CAA and possibly that of The Citadel is at stake. pg. 25

POLICY A. Audit and Controls 1. It is the Policy of the CAA to at all times have appropriate and adequate controls in place to safeguard the assets of the CAA from loss.

2. The CAA shall at all times operate under a budget approved by the Board.

3. It is the Policy of the CAA to regularly report financial information to the Executive Committee. The scope of such reports will be in such detail so as to provide a transparent and accurate representation of the CAA’s financial status. The Treasurer shall present a summary of this information to the Board at each Board Meeting.

4. It is the Policy of the CAA that funding commitments not contained in the budget may only be authorized by the Executive Committee or Board of Directors.

5. It is the Policy of the CAA to, no less than annually, engage a qualified, independent accounting firm to audit the CAA and to express their Opinion.

B. Life Membership: The CAA offers Life Memberships which creates an obligation for the CAA to provide membership services for the expected life of those members (“Life”). At all times, the CAA will have cash or investments set aside in an amount equal to or exceeding this liability.

C. Reserve for Replacement of Real Estate Assets: It is the Policy of the CAA to set aside adequate reserves in the expectancy that long lived real estate assets require maintenance and replacement (“Reserves”).

D. Cash Management: It is the Policy of the CAA to at all times have adequate cash available to pay immediate and near-term obligations.

E. Investment Policy: Long term financial assets will be managed by fiduciary responsible third parties in well diversified portfolios with the goal of managing risk to preserve capital and secondarily to maximize investment returns.

F. Facility Lease/Rental: It is the Policy of the CAA to lease and rent real estate assets of the CAA to responsible, credit worthy, third parties and to maintain and manage those assets in a satisfactory manner.

G. Ring Pricing: It is the Policy of the CAA to fix the cost of gold with the Ring provider prior to publishing the Ring price.

H. Borrowing Money: All loan requests must be approved by the Board. The CAA will circulate a Request for Financing among lenders to insure loan terms are the most favorable available.

I. Non-Cash Contributions: It is the Policy of the CAA to refer all Non-Cash Contributions to The Citadel Foundation (“TCF”).

J. Related Party Transactions: It is the Policy of the CAA that material related party transactions are well documented and reported to the Executive Committee. All transactions must be incurred in the normal course of business.

K. Conflict of Interest: A Conflict of Interest (Conflict) is deemed to exist when Director, Principal Officer, or member of any Committee with governing Board delegated powers has a direct or indirect financial interest with

pg. 26

the CAA which might result in an excess benefit transaction individually, through a business, investment, or family relation, whether existing now or in the future. In the event of any actual or possible conflict of interest, the interested party must disclose the existence of the financial interest and all material related facts of the transaction or arrangement. Internal Revenue Service rules regarding Conflict shall serve as a guide for this Policy.

L. Bank Deposit: It is the Policy of the CAA that bank deposits be held in federally insured institutions and adequately insured by the Federal Deposit Insurance Corporation or the National Credit Union Administration.

In the event it becomes necessary to exceed insured deposit limits, the solvency of the depository must be examined with results communicated to the Executive Committee and included in the next Board financial reports.

M. Directors and Officers Insurance: It is the Policy of the CAA to maintain Director’s and Officer’s liability insurance from financially stable and sound companies which will protect Directors and Officers of the CAA from loss.

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pg. 27

CAA Policy Manual Signature Page Recognizing the important responsibility that I am undertaking in serving as a member of the Board of Directors of The Citadel Alumni Association, I pledge to carry out in a trustworthy and diligent manner the duties and obligations associated with my role as a Board member and abide by the Bylaws of The Citadel Alumni Association, policies, and procedures.

Name

_______________________________________________

Signature

_______________________________________________

Date

_______________________________________________

pg. 28