2.10 Board of Director Job Description

Mission Statement #

The UT Foundation enriches the lives of University of Tennessee students, faculty, staff and alumni through private gift support and alumni engagement.

Role of the University of Tennessee Foundation, Inc. Board #

The University of Tennessee Foundation, Inc. Board serves as the fiduciary and corporate board to administer the university’s fundraising and alumni programs. The Board assists in raising support publicly, politically and financially for the University of Tennessee.

Fundamental Role of Board Members #

The UTFI requires each director to be a proven, valuable volunteer and supporter of the University of Tennessee through contributions of time, talent and treasure. Each director shall discharge his/her duties, including those as a committee member, in good faith, with appropriate care and concern, and in a manner believed to be in the best interest of the UT Foundation and the University of Tennessee.

Tennessee law imposes upon board of directors members the duties of good faith, loyalty, and care.  UTFI procures Directors and Officers Liability Coverage as well as Errors and Omissions Liability Coverage.  However, under Tennessee law, directors may be personally liable to UTFI for the harm it suffers if fiduciary duties are breached (willful, wanton or gross negligence).  Directors also have a duty to disclose material information to the rest of the board if it could affect or require a board decision (unless doing so will violate ethical or confidentiality laws).

Board Member Responsibilities #

Duty of Good Faith #

You must act in good faith and be fair in your dealings with UTFI. You must not take advantage of the organization and its resources. Be upfront and honest in your dealings and in fulfilling your fiduciary obligations. Best practices in carrying out your responsibilities include:

• Regularly attending meetings of the Board, prepared to ask informed questions and make a positive contribution to discussions,
• Remaining informed about the general business affairs and finances of UTFI and
• Serving as a chair or member of one of the standing committees of the UTFI board.

Duty of Loyalty #

Directors must act with undivided loyalty in the best interests of UTFI and not seek personal benefit from the activities or resources. In the event that you have a conflict of interest, you must comply with Tennessee law to resolve. Actions that benefit you at the expense of UTFI are a breach of your fiduciary duty. Board members fulfill this duty by:

• Annually completing the conflict of interest disclosure statement as well as a written disclosure of any newly arising conflicts between each annual disclosure statement, and
• Not sharing confidential, proprietary, sensitive or personnel-related information about UTFI with others, including University and/or Foundation staff.

Duty of Care #

Directors must act as a prudent person would, be familiar with UTFI’s activities and financial condition, and participate regularly in board meetings. The Board must oversee the work of the CEO and make sure the organization is faithfully carrying out its charitable purpose without extravagance or waste. The Board must supervise and direct its own officers and govern the organization’s efforts in carrying out its mission.

• Fiduciary Attention requires Board members to preserve accountability and financial integrity as well as maintain a standard of credibility. Fiduciary responsibility is often interpreted as only the financial aspects of an organization, but more current and prevailing definitions recognize that the institution’s leadership is a critical asset to the health of UTFI and that the mission is the defining element dictating use of all assets. This expands the duty to assure there is strong leadership guiding the organization and that the organization does not engage in activities inconsistent with its mission. Board members achieve this by:
  • Understanding the structure and budgetary process,
  • Ensuring financial viability; approve long-range financial plans and annual, operating and capital budgets/forecasts,
  • Overseeing the audit process,
  • Accounting for UTFI’s real estate and other assets,
  • Evaluating the overall leadership effectiveness, and
  • Assuring the strategic direction of UTFI is in alignment with its mission and purpose and with the strategic priorities of the University of Tennessee.
• Governance. The role of the Board is to govern, not manage, UTFI. A Board member carries out the powers of his or her office only when acting as a voting member during a duly constituted meeting of the Board or one of its appointed bodies. Directors respect the responsibilities delegated by the Board to the President and UTFI leadership team, avoiding interference with their duties but insisting upon accountability and reporting mechanisms for assessing performance. The Board satisfies these expectations in many ways, the most central are:
  • Approve a mission, vision and strategic plan.
  • Review and approve major transactions and significant new programs and services.
  • Monitor organizational performance against goals.
  • Approve and periodically review major policies affecting UTFI and the operation of the Board.
  • Support, advise and evaluate the chief executive officer in conjunction with the university president. The board holds the CEO accountable and the CEO is responsible for his or her team. Directors do not interfere with the management of other employees.
  • Ensure the effectiveness of Board governance through regular self-assessment and improvement of governance.

Duty of Engagement #

Board members have an opportunity to play key roles in generating public, political and financial support for the University of Tennessee. These are achieved by:

• Building relationships and supporting UTFI’s policies with key stakeholders, alumni, donors and political leaders.
• Explaining and supporting the decisions and policies of the Board in discussions with outsiders, even if the Board member voiced other views during a Board discussion.
• Working with the development and alumni staff across the foundation to identify and connect with donors, prospects and potential volunteer leaders.
• Participating as a generous donor to the university relative to financial capability, and
• Joining the University of Tennessee Advocacy Network and actively engaging in legislative advocacy as needed to support higher education and the mission of the University of Tennessee.