TABLE OF CONTENTS
-
INTRODUCTION, DISTRIBUTION, AND MANUAL CHANGES
-
CHANGES TO THIS MANUAL
-
DUTIES OF THE OFFICERS AND TRUSTEES
- Chairman of the Board
- President
- Vice President
- Secretary/Treasurer
- Executive Director of the Foundation
- Trustees
-
BOARD AND COMMITTEE RESPONSIBILITIES
- Board of Trustees
- Executive Committee
- Audit Committee
- Finance Committee
- Planning and Programming Committee
- Fundraising Committee
- Nominating Committee
-
NOMINATION PROCEDURES
-
CODE OF ETHICS
-
EXPENSE REIMBURSEMENT POLICIES
-
GIFT ACCEPTANCE POLICY
-
MAINTENANCE AND DISBURSEMENT OF FUNDS
-
PROGRAMS AND ACTIVITIES
INTRODUCTION, DISTRIBUTION, AND MANUAL CHANGES
This manual contains operational Aerospace Education Foundation rules and
procedures that expand upon and amplify the provisions of the Foundation’s Bylaws.
In cases where any conflict exists, the Bylaws will govern as determined by the
Executive Committee.
DISTRIBUTION
This manual is available on AEF’s website.
CHANGES TO THIS MANUAL
Changes to this manual, excluding the Reference Guide, will be approved by the
Executive Committee and ratified by the Board of Trustees. The Executive Director
may make administrative and non-substantive changes.
DUTIES OF THE OFFICERS AND TRUSTEES
Chairman of the Board
The Chairman of the Board shall: exercise the powers and perform the duties
assigned the office by the Bylaws, guide the overall direction of the Foundation
within the mandates of the Bylaws and programs approved by the Board; call meetings
of the Board of Trustees and determine the agenda; consider requests from trustees
to be absent for a meeting; fill Board vacancies for elected Trustees and for the
three (3) Appointees that are his/her responsibility; fill any vacancy for an
unexpired term in any office other than that of Chairman and Executive Director;
appoint the chair of the Fundraising committee; and may create Ad Hoc Committees for
a specific purpose.
President
The President shall: exercise the powers and performs the duties assigned the
office by the Bylaws and other duties as may be assigned by the Chairman or the
Board; appoint the Chair of the Planning and Programming Committee; appoint, in
coordination with the Chairman the members of all regular committees except for the
Audit Committee, Nominating Committee and those Ad Hoc committees appointed by the
Chairman; may call a meeting of the Board of Trustees in the absence of the Chairman.
Secretary/Treasurer
The Secretary/Treasurer shall: exercise the powers and perform the duties assigned
the office by the Bylaws and other duties as may be assigned by the Chairman,
President, or Board; be responsible for keeping records of the Board’s proceedings;
chair the Finance Committee; monitor the financial affairs of the Foundation and keep
regular accounts in the Foundation’s books, which shall be open to inspection by any
Board member; and may call a meeting of the Board of Trustees upon written request of
one-third (1/3) of the voting members of the Board.
Executive Director of the Foundation
The Executive Director shall: confer regularly with the Foundation Chairman and
President in the development of policies and programs; organize and direct operation
of the Foundation's headquarters; employ such personnel within established budget
guidelines; fix the rate of compensation and allowances of the Foundation's staff
and consultants within approved budget totals for salaries and fees; and prepare and
submit, through the Secretary/Treasurer, to the Finance Committee a proposed annual
budget listing estimated revenues and expenditures for the ensuing year.
The Executive Director shall: negotiate and sign contracts, leases and agreements
necessary for proper operation of the Foundation without prior approval of the
Finance Committee and Board if the amount involved for any given negotiation is less
than $25,000 and within the prior approved budget; negotiate and sign contracts,
leases and agreements on behalf of the Foundation, subject to the approval of the
Finance Committee if the amount involved for any given negotiation exceeds $25,000;
advise the Chairman and Secretary/Treasurer on unusual expenditures; and report to
the Chairman and Board on all matters pertinent to the Foundation's purposes.
The Executive Director shall: be responsible for management and operation of the
Foundation; may, at his discretion, appoint a Managing Director who will have the
authority to administer the day-to-day operations of the Foundation; maintain liaison
between the Foundation and the Association and with outside agencies — governmental,
industrial, educational or otherwise; and performs all duties established by the
Bylaws, Chairman, President or the Board of Trustees, consistent with the authority
and responsibility of the Executive Director; serve as an ex officio member of the
Executive and Nominating Committees and the Board of Trustees.
Trustees
The Trustees shall: attend Board of Trustees meetings as voting members and
participate in the deliberations of issues before the Board; serve and actively
participate on committees of the Foundation when requested by the appointing
authority; support the policies, programs and activities sponsored by the Foundation;
be responsible for the financial affairs of the Foundation; may nominate any
individual Trustee who has served faithfully for three (3) years or more as a
Trustee Emeritus; each elected member of the Board (including AEF and AFA officers)
is expected to generate at least $5,000 in AEF Contributions annually, including a
personal contribution amounting to at least ten percent of the annual goal; each
appointed member of the Board is required to general at least $10,000 in AEF
contributions annually, including a personal contribution amounting to at least ten
percent of the annual goal.
BOARD AND COMMITTEE RESPONSIBILITIES
Board of Trustees
The Board of Trustees shall: meet as required - usually twice a year, once in the
winter and once in September in conjunction with the Air Force Association National
Convention; create Ad Hoc Committees for a specific purpose when necessary;
oversee the management of the Foundation’s property and business; be responsible
for establishment of its policies and determination of its programs; ensure its
policies and programs are implemented and accomplished by its officers and Executive
Director; be responsible for obtaining funds and maintaining and operating the
Foundation; exercise control over the Foundation’s accounts and activities; and
elect Trustees.
Executive Committee
The Executive Committee shall meet as required. Decisions of the Executive Committee
shall be by majority vote and shall be subject to confirmation, revision, or reversal
by the Board of Trustees. The Executive Committee shall: act as an extension of the
Board, performing such business as required between meetings of the Board of Trustees;
act on recommendations concerning the financial affairs of the Foundation, to include
recommending approval of the annual budget to the Board of Trustees; review all
policy matters of the Foundation and make recommendations to the Board of Trustees;
review the AEF Strategic Plan, make program recommendations; and perform other duties
that may be assigned by the Chairman of the Board.
Audit Committee
The Committee shall be comprised of three (3) members appointed by the Foundation
Chairman. The Committee Chairman shall report directly to the Foundation Chairman.
The Committee shall be responsible for overseeing the annual external audit of the
Foundation.
The Committee shall: establish and maintain continuing communication with the
Board of Trustees and the Foundation’s independent auditors; give additional
attention to the audit function; acquire an understanding of the quality and
effectiveness of the independent auditor’s services; and otherwise advise the Board
of Trustees.
The Committee shall:
-
Select the independent auditor on a year-to-year basis.
-
Review and discuss the independent auditors’ proposed scope of audit
prior to the start of the examination and, if necessary, inform the auditor
of subjects to which special attention should be given.
-
Discuss with the independent auditor the nature and extent of problems
experienced in completing the examination and determine if such problems
warrant the Board’s consideration.
-
Review the results of the independent audit, discuss the significance of
footnotes to the audited figures and obtain other relevant information for
communication to the Board.
-
Discuss internal controls with the independent auditor, assess the auditor’s
effectiveness and, if necessary, obtain the auditor’s recommendations to
strengthen such controls and improve efficiency of operations.
-
Review the independent auditor’s current management letter and determine if
management has taken appropriate action on recommendations in the prior year’s letter.
-
Assume other responsibilities to insure the propriety and effectiveness of
accounting principles and procedures and fairness of the Foundation’s financial
statements.
-
Review activities other than those normally addressed by the external auditor,
when directed by the Chairman or Executive Committee.
Finance Committee
The Committee shall be comprised of members of the Executive Committee and be chaired
by the Secretary/Treasurer. The Finance Committee shall: review and make
recommendations concerning the financial affairs of the Foundation to the Board of
Trustees including the operating budget and financial planning; report on financial
matters to the Board of Trustees at each meeting.
Planning and Programming Committee
Membership on the Planning and Programming Committee will consist of a Chairman and
Trustees appointed by the Foundation President. The Planning and Programming
Committee shall meet as required. It shall be responsible to develop action plans
to support the AEF Strategic Plan, develop programs options, determine the
effectiveness of current programming, and interface with those organizations
executing existing programs.
Fundraising Committee
Membership on the Fundraising Committee will consist of a Chairman and Trustees
appointed by the Foundation Chairman of the Board. The Fundraising Committee will
meet as required. The committee will be responsible for developing and executing
fundraising initiatives to meet organizational budget needs.
Nominating Committee
The Nominating Committee shall meet annually and consist of: a Chairman who will be
the immediate past president of the Foundation not serving as Foundation’s Chairman
and who is willing to serve; an individual who shall be appointed by the Foundation
Chairman; and a current Trustee who shall be appointed by the Foundation President.
The Nominating Committee shall: select, for the ensuing term, at least one nominee
for each of the offices of Chairman of the Board, President, and Secretary/Treasurer
and at least one nominee for each Trustee vacancy; discuss the leadership
requirements of the Foundation; evaluate the candidates for nomination to determine
the most qualified and best suited to meet the Foundation’s needs; present to the
Board of Trustees the report and the nominations of the committee.
NOMINATION PROCEDURES
Nominations of Trustees to be elected for any term by the Foundation Board shall be
submitted to the Foundation's headquarters prior to a date determined by the
Foundation Chairman and shall be reported to the Chairman of the Nominating Committee
as soon thereafter as possible. The nominees should include representatives of the
educational community, private sector, and whenever a suitable candidate is available,
a person schooled in fundraising.
CODE OF ETHICS
This Code is intended to protect and promote the Foundation's best interests and to
clarify ethical and approved professional practices for its members. Each trustee
has a duty to adhere to generally accepted standards of truth and integrity. No
Trustee shall represent conflicting or competing interests without the express
consent of the Board of Trustees, given after a full disclosure of relevant facts;
nor shall a Trustee place himself/herself in a position where his/her interests are
or may be perceived to be in conflict with his/her responsibility as a Trustee. No
Trustee shall intentionally disseminate false or misleading information and each
Trustee shall use due care to avoid dissemination of false or misleading information.
No Trustee shall disclose nor discuss with the public or private individuals, other
than fellow Trustees or Foundation staff, information that has been determined to be
of a proprietary nature, without prior approval of the Board of Trustees. No Trustee
shall personally benefit from contacts with any individual or organization purporting
to be independent but which he/she knows or has reason to know serves an undisclosed
special or private interest. As soon as possible, each Trustee shall sever relations
with any organization when he/she knows or should know that his/her continued service
as a Foundation Trustee would require him/her to conduct himself/herself in a manner
contrary to the Foundation's purposes or Code of Ethics. Each Trustee shall cooperate
with fellow Trustees and Foundation members in upholding and enforcing this Code of
Ethics.
EXPENSE REIMBURSEMENT POLICIES
MEMBERS OF THE BOARD OF TRUSTEES and COMMITTEES
Trustee and Committee Members: Effective December 1, 1998, the following
travel and per diem policy is in effect for reimbursement of expenditures and
payment of per diem relating to official Air Force Association travel. The purpose of
these reimbursements is to defray a portion of the cost of Board, Committee, and
Council member expenses. Reimbursement requests are to be submitted within 30 days of
the date of meeting.
Expense Reimbursement: Actual expense incurred will be reimbursed to a
maximum of $135 per meeting day. Receipts for lodging are required, but receipts are
not required for meals and miscellaneous expenses that are under $25. However, such
meal and miscellaneous cost must be itemized on the reimbursement form.
Transportation: Actual transportation costs (air fare, private auto, train,
etc.) will be reimbursed to a maximum of $525. Auto mileage will be computed at the
IRS Standard Rate subject to the $525 maximum. Airline ticket stubs are required for
reimbursement of airfares.
Local travel: Transportation costs from home to airport, airport to meeting
location, etc. via taxi, bus or private auto will be reimbursed as part of the
transportation allowance, subject to the $525 maximum. Receipts are required for
taxis and other commercial transportation.
Meeting Day Definition: A "meeting day" is one in which members attend a
scheduled meeting as an official member of a board, committee, council, or attended
an official function authorized by the Foundation Chairman or President. A per diem
will be paid for a non-meeting day when it is cost effective for the Association to
do so. However, a request for an additional per diem must be made along with the
explanation of the reason for the additional costs on the voucher.
For example: if a committee member has a meeting on Friday but stays over
Saturday, a non-meeting day, to take advantage of the special airline
discount. In this case an additional per diem will be paid if the net expense
is less. Therefore, a meeting scheduled on a Saturday does not result in a
double per diem.
If an individual has meetings on non-consecutive days, a per diem will be
reimbursable for the day(s) between meetings unless transportation costs would
be less.
An additional day of per diem is authorized if a meeting is scheduled to begin
and end so that it is not practical for the individual to travel to the meeting
site or return home on the day of the meeting. An example: if a committee member
lives in California and the meeting is scheduled from 8:30 a.m. to 5:00 p.m. in
Washington, DC, a second day would be authorized.
The Chairman of the Board or the President must approve exceptions to this policy
in advance.
Remuneration: No member of the Board shall be paid any compensation for
service as a Trustee or benefit financially by reason of being a Trustee and each
member shall adhere to the Code of Ethics set forth in this Guide.
Donations in Kind: AEF trustees and committee members may wish to decline
reimbursement for all or a portion of their authorized reimbursable expenses. When
so indicated on their reimbursement form, the donation will be considered a “Donation
in Kind” and the donation will be recognized by the Foundation in a manner consistent
with Foundation and internal Revenue Service policy.
THE THREE ELECTED OFFICERS OF THE FOUNDATION
- Introduction
The three (3) elected officers, Chairman of the Board, President, and
Secretary/Treasurer of the Aerospace Education Foundation, often attend
functions commensurate with their positions and also at time represent the
Foundation at functions relating to their respective activities. Such
functions or events could include symposia sponsored by Regions, States,
and Chapters, including special fund-raising events for Aerospace Education
programs at local and national levels, or State Conventions where AEF
programs and policies are presented to AFA state and chapter leaders. The
AEF Officers will be fully reimbursed for travel and related expenses with
attending AEF board and committee meetings, and all AFA National Convention
activities and events. The AEF Chairman must approve full reimbursement
for attendance at other AFA or AEF events, budget provisions permitting.
- Guidelines for Travel
-
For the three elected officers, final decisions regarding acceptance and
necessary travel shall be the responsibility of the Chairman of the Board.
-
The Executive Director of the Foundation shall coordinate all official
invitations and provide the Chairman of the Board his assessment and/or
recommendation as to the relative importance such participation will be to the
Foundation. Considerations in this regard shall be:
-
The nature of the invitation or proposed visit.
-
The benefit to the Foundation and to the party extending the invitation
of having a national officer present.
-
The estimated time such participation shall require.
-
The extent of participation.
-
Availability of funds to cover necessary expenses.
-
Travel arrangements and hotel accommodations shall be made on
the following basis:
-
Airline and railroad reservations should be made taking full advantage of
the many discount fares offered by carriers. If a discount fare is not
available, regular coach will be arranged. First class travel will not
normally be allowed. The traveler may upgrade such travel to first class,
providing the cost to upgrade is borne by the individual involved. When traveling
overseas, upgrade to business class is authorized.
-
Reimbursement for personal vehicle use will be in accordance with the IRS
standard mileage rates.
-
Moderately priced hotel rooms shall be used at all times.
-
Guidelines for Spouse Travel
The Chairman of the Foundation determines when it is in the best interest of
the Foundation to have a spouse accompanying the elected officers the Board.
Transportation, meals and lodging expenses shall be reimbursable consistent with
the intent of the provisions contained in these Travel Guidelines. In addition,
the elected officers and the Executive Director may be compensated for any income
tax liability associated with the reimbursement of spousal travel. (Note: Approval
of spousal travel and compensation for tax liability was reviewed and approved by
the Executive Committee at its February 2003 meeting.)
-
Meals and Other Expenses
When travel is considered to be in the best interest of the Foundation,
reimbursement shall be made for reasonable meal expenses while on Foundation
business. In addition, other related expenses incurred by the elected officers
while performing Foundation business are authorized.
-
Approval of Travel and Related Expenditures
Elected officers shall be responsible for submitting the appropriate expense
vouchers to the Foundation’s headquarters along with copies of receipts for travel,
hotel, meal and entertainment costs. Meal receipts will only be required when the
cost of the meal exceeds $25.00. The Executive Director of the Foundation will review
these vouchers for consistency. Approval of expenditures for elected officers shall
be the responsibility of the Chairman of the Board. In addition, the Chairman of the
Audit Committee will annually review the elected officers’ reimbursement requests to
determine if they are prudent and within reason. A report of the findings of the
Audit Committee Chairman shall be made to the Board of Trustees.
-
Donations in Kind
AEF officers may wish to decline reimbursement for all or a portion of their
authorized reimbursable expenses. When so indicated on their reimbursement form,
the donation will be considered a “Donation in Kind” and the donation will be
recognized by the Foundation in a manner consistent with Foundation and Internal
Revenue Service policy.
GIFT ACCEPTANCE POLICY
(Approved by Board of Trustees September 9, 2005)
- INTRODUCTION
The purpose of this policy is to provide general guidance on gift acceptance
and the restrictions on gifts that the Foundation can accept. These guidelines are designed to provide an
ongoing resource for the Foundation, for volunteers in its fund-raising efforts, and for potential and actual
donors. These guidelines are not meant to be exhaustive, but rather to provide general guidance in keeping with
recognized and standard fund-raising practices and ethical principles as documented and published by the
Association of Fundraising Professionals.
The Foundation may, from time to time, consider the merits of particular gifts,
and decide to accept or decline any such gifts notwithstanding the provisions of this policy. In all cases, the
Foundation reserves the right to decline a gift that does not fall within the parameters of its stated mission
or that in any way detracts from this mission or from the Foundation’s character, integrity, or independence.
The Director of Development will have primary responsibility for determining the
acceptability of gifts to the Foundation and for making recommendations to the Executive Director for acceptance.
The officers of the Foundation will be informed of all major gift proposed acceptances. Gifts that are
transformational in nature or that do not clearly align with the stated goals and principles of AEF, will go
before the executive committee for approval. It will be at the determination of the executive committee whether
or not to seek full Board approval.
- PRINCIPLES AND POLICIES
- Gift Acceptance
AEF will accept gifts that promote the Foundation’s goals to educate
the public about the contributions of aerospace to our nation’s security and economy, inspire America’s
youth to pursue interests in aerospace, and support he Air Force family in meeting its educational
needs. The Foundation solicits gifts that support these commitments.
There are limits on the ability of the Foundation to accept certain gifts,
including but not limited to the following:
- The nature and function of the person or organization donating the funds
- Questions as to the donor’s possession of sufficient title to the assets
or to his/her ability to legally transfer the assets as a gift
- The types of asset-disposition limitations and future maintenance costs.
- Gift Appraisal
The value of gifts will be appraised and/or evaluated by an independent authority chosen
by the Foundation.
- Donor Recognition
Donors to AEF will be recognized by official thank-you notes, membership in gift
societies or planned gift societies, plaques, annual reports, naming opportunities, and in other ways as
appropriate
- Anonymous Gifts
Upon request, a donor may be identified as anonymous in any or all publications of AEF. The identity of a donor
who wishes to be anonymous will remain strictly confidential except to the Director of Development, the Managing
Director, the Executive Director of the AFA/AEF and the Chairman of the AEF Board.
- Legal Counsel
AEF does not offer legal or financial advice to actual or prospective donors. AEF
encourages donors to seek independent professional counsel for advice as to relevant matters.
TYPES OF GIFTS ACCEPTED
- Gifts of Cash
AEF will generally accept cash gifts of any type and the donor will be recognized
accordingly. However, if the gift is a transformational gift, or one with potential negative external ramifications
to AFA/AEF (or the United States Air Force), the Director of Development will bring the gift before the Executive
Committee for review and acceptance.
- Gifts of Marketable Securities:
- AEF will accept a gift of marketable securities in any amount. It is the policy of
the Foundation to sell gifts of securities upon receipt. Exception to this policy may be made for gifts from
major stockholders, officers and directors of corporations for whom there may be security law restrictions
regarding prompt sale.
- For gift-crediting purposes, the gift will be valued at the mean value of the
stock on the date of the instruction to transfer to AEF’s account and should not reflect any transfer assessments
or commissions charged on converting gifts of stock to cash. For gift-accounting purposes, the net proceeds of the
sale of the investment will be deposited into the Foundation’s account
- Gifts of Remainder Interests
- The Foundation will accept a gift of a remainder, whether transferred by lifetime
gift or bequest and without regard to the age of the income beneficiary, provided that AEF has no management
responsibility for the period prior to taking possession of the remainder.
- The donor will receive credit only for remainder gifts that are irrevocably vested.
AEF will give the donor credit in the year in which the gift is made for the actuarial value of the remainder.
- Gifts of Income Interests
- AEF will accept a gift of an income interest provided that there is no management responsibility.
- AEF will give the donor credit for the income received in each year.
- Gifts of Real Estate
- AEF will accept an outright gift of a home or a remainder gift in a home. For
all proposed real estate gifts, a determination will be made that the real estate is immediately salable and
that interim ownership by AEF will not create financial risk or impose a liability under federal or state
environmental laws.
- AEF will give the donor credit for the fair market value of an outright gift and
for the actuarial value of a remainder gift.
- Gifts of Tangible Personal Property
- AEF will accept an outright gift of tangible personal property, such as
paintings, jewelry, etc., if the property is useful to AFA/AEF or their programs or if it is readily
resalable.
- AEF will credit the donor for the value, which may be determined by an
independent appraiser, of the gift.
- Gifts of Life Insurance
- AEF will accept gifts of life insurance policies when the donor designates
the Foundation as beneficiary of either an existing policy or a new policy.
- AEF will give the donor credit for the cash value (as opposed to the face
amount) of an existing policy plus post-gift premium payments.
- Qualified Plan Benefits
- AEF will accept a post-mortem lump-sum gift of any balance remaining in a
qualified plan (IRA, 401(k) plan, pension, or profit-sharing plan).
- Qualified plan benefits will be credited when received.
- Bequests
- AEF will accept bequests, including those (1) for a specific amount or (2) for
all or a specified percentage of the donor’s residual estate. Bequests may be either outright or contingent.
- AEF will give the donor, in lifetime, credit for the actuarial value of a bequest
if the commitment is non-contingent, capable of valuation, and supported by a legally enforceable agreement. All
other bequests will be credited when realized.
- Other
Other gifting opportunities (such as charitable remainder unitrusts, charitable
remainder annuities, etc) will be evaluated as the program is appropriately developed and determined to be a
viable and sound fundraising strategy. Until that time, these opportunities will be evaluated as presented to the
Director of Development and will then follow the same procedure as referenced in paragraph three.
MAINTENANCE AND DISBURSEMENT OF FUNDS
The Foundation’s funds shall be deposited in a bank account or accounts, in the
Foundation’s name, which shall be maintained separate and distinct from the accounts
and funds of the Association.
The Foundation’s books, records and accounts shall be maintained in the
Foundation’s name, separate and distinct from the books, records and accounts of the
Association.
If the Foundation or Association is dissolved, the Foundation’s assets shall be
disbursed and applied only for the purposes and objectives similar to those of the
Foundation.
No part of the Foundation’s net earnings shall inure to the benefit of any Trustee
or private individual, and no substantial part of the Foundation’s activities
(including the publishing and distribution of statements) shall be concerned with
propaganda or attempt to influence legislation or participation in any political
campaign on behalf of any candidate for public office.
PROGRAMS AND ACTIVITIES
The Board of Trustees sets programs and activities of the Foundation. The governing
body of the Foundation may modify and delete these programs and activities when
appropriate. For a current list of programs and activities, consult the current AEF
Reference Guide.
|