Affiliated Corporation Policy

Effective Date:

December 30, 2014

Supersedes:

n/a

Policy Review Date:

One year

Issuing Authority:

Research Foundation President

Responsible Party:

Gregory O'Connor, Director of New Ventures

Contact Information:

212.364.5788

gregory.oconnor@rfsuny.org

Reason for Policy

In support of the Research Foundation’s ("RF") mission to support SUNY’s research and innovation, RF resources are regularly used to support the establishment, maintenance, and dissolution of Affiliated Corporations ("Affiliate").

Statement of Policy

Creation of Affiliated Corporations

Establishment of an Affiliate requires the express approval of the RF Board of Directors with prior notice from RF to SUNY Offices of the Provost and University Counsel. Approval of the RF Board will be contingent upon the Board’s judgment that the following conditions are satisfied:

  1. There exists a clear and identifiable connection between the proposed Affiliate and the research mission of the campus or SUNY.
  2. Sufficient resources exist and expertise has been identified to support the maintenance of the proposed Affiliate.
  3. The business plan and financial model of the new corporation supports long term viability of the proposed Affiliate.
  4. No less burdensome vehicle exists to fulfill SUNY’s objectives in undertaking the venture.
  5. The creation of the proposed Affiliate will not create or transfer any intolerable or unmitigated risk to the RF.

Affiliate Oversight

All Affiliates must abide by the following requirements:

Reporting Requirements

Annually, each Affiliate will provide a copy of its audited financial statements and IRS Form 990 to the RF Director of New Ventures no later than 30 days after each document becomes final.

Periodic Strategic Review

RF and SUNY leadership will conduct a periodic strategic review of every Affiliate at least once every five (5) years. Affiliate leadership will provide all information requested by the RF to facilitate this review. As a result of this strategic review, the RF may:

  1. Confirm the Affiliate’s activities are consistent with its intended mission and objectives;
  2. Recommend that the Affiliate be restructured; or
  3. Recommend that the Affiliate be dissolved because its objectives have been achieved or that it is no longer needed to achieve the SUNY or RF objectives.

    Board Meetings and Attendance of RF

    Each Affiliate must provide to RF’s Director of New Ventures notice of all meetings of its governing board, and the RF may designate a representative to attend any board meeting.

Affiliate Board Appointments

The RF Director of New Ventures, after consultation with the RF President, has the exclusive authority to appoint Directors or Trustees to the governing board of an Affiliate on behalf of the RF. The RF President may further delegate this authority in accordance with the Signature Authority Policy. No RF-appointed representative may simultaneously serve as an officer and director of an Affiliate. Individuals appointed by the RF to serve as a director or trustee of an Affiliate must manage potential conflicts of interest consistent with the RF Conflict of Interest Policy and the Management of Conflicts of Interest Procedure or other authorized campus policy.

RF Employee Support of Affiliates

RF employees are authorized to support Affiliates as part of their RF duties by providing direct business guidance or advice, or by serving as a Director or an Officer of the Affiliate, subject to supervisory approval. RF employees are authorized to devote any time or resources necessary to fulfill obligations to an affiliate or to aid an affiliate in achieving its mission.

Employees who attend meetings of Affiliates during work hours are not required to charge leave time, and all reasonable mileage and travel expenses incurred as a result of support provided to Affiliates will be reimbursed through normal RF processes unless otherwise reimbursed through the Affiliate.

RF Employee Support as an Affiliate Director or Officer

When an RF employee serves as an officer for an Affiliate, that position will be considered separate and distinct from the RF employees RF role and the RF employee may receive separate compensation from the Affiliate if the Affiliate board determines that it is necessary and appropriate. RF employees appointed as officers or directors of an Affiliate must disclose real, apparent, or potential conflicts of interest as required by the RF’s Conflict of Interest Policy or Management of Conflicts of Interest Procedure and may also be subject to the policies of the Affiliate.

Responsibilities

The following table outlines the responsibilities for compliance with this Policy:

Responsible Party

Responsibility

RF Board of Directors

Review and approval of any and all RF affiliated corporations

RF President or Delegate

RF Affiliate board appointments

Office of Innovation and Partnerships

Support, proposal review and recommendations, monitoring, reporting

Operations Manager

Proposal review, submission, monitoring, reporting

Affiliate Board of Directors

Oversight, governance, compliance, reporting

Definitions

Affiliated Corporation – An affiliated corporation is a separate private corporation or business organization, which has been created at the request of SUNY by the Research Foundation to address a specific SUNY campus-related need or objective which benefits from being supported by an entity separate and apart from the Research Foundation and SUNY.

Related Information

Joint Venture Policy

Conflict of Interest Policy

Management of Conflicts of Interest Procedure

Code of Conduct

Signature Authority Policy

Forms

None

Change History

Date

Summary of Change

December 30, 2014

New policy.

 

 

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