Board of Trustees Orientation Packet 2022

Board of Trustees Orientation Packet 2022

222 North Person Street ● Suite 210 ● Raleigh, NC 27601 ● www.ncrla.org ● Phone: 919-844-0098

NCRLA Foundation Vision and Mission Shared Vision: We will lead North Carolina’s hospitality industry by elevating its prosperity, prominence, and participation, enhancing the quality of life for all we serve.

Mission: As the philanthropic foundation of the North Carolina Restaurant and Lodging Association, we strive to enhance the industry’s service to the public through education, community service, community engagement, and promotion of career opportunities.

NCRLA Foundation works to attract, develop, support, and retain a career-oriented professional workforce for the hospitality industry.

222 North Person Street ● Suite 210 ● Raleigh, NC 27601 ● www.ncrla.org ● Phone: 919-844-0098

History Brief •

Established as NCRA Hospitality Educational Foundation in 2003 as a charitable 501(c)3 organization. Separate from NCRLA, although NCRLA Board appoints all Foundation Board of Trustees.

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Mission of foundation is to cultivate an educated, strong, and committed workforce for NC’s hospitality and tourism industries.

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Inaugural board of trustees meeting was in 2004.

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Brand tagline is “Creating Opportunities. Changing Lives.”

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100% of donor contributions are applied to scholarships and grants; nothing is allocated toward administrative expenses.

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Founding Partners are Johnson & Wales University, Golden Corral and IFH Foodservice Distribution. K & W Cafeterias became the first Industry Partner in 2006.

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Over $2 million has been given in scholarships and grants since 2005.

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In 2006, the ProStart program was introduced with 8 schools piloting program. Currently, 25 schools provide the program.

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In 2007, NC HEF produced its first DVD; billboards promoting careers in hospitality were placed along the I-77 corridor; the first NC ProStart teams competed at state and national levels.

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Primary fundraisers are Future of Hospitality Golf Classic and Charlotte Golf Classic.

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Renamed charitable organization in March 2020 to North Carolina Restaurant and Lodging Association (NCRLA) Foundation and expanded scope of the work to include Workers Relief Fund and Workforce Development Training.

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Launched the NC Restaurant Workers Relief Fund in April 2020. Have raised $1.5 million since inception and awarded almost 2,800 grants. Relaunched fund in November 2021 to the NC Hospitality Workers Relief Fund.

222 North Person Street ● Suite 210 ● Raleigh, NC 27601 ● www.ncrla.org ● Phone: 919-844-0098

NCRLA Foundation Programs and Events 1) ProStart 2) Scholarships 3) Grants 4) Golf Tournaments 5) NC Hospitality Workers Relief Fund 6) Subcommittees • Scholarship and Grant Committee • Fundraising Committee • Golf Committee • Grassroots Events

Staff Overview NCRLA / NCRLA Foundation 222 North Person Street, Suite 210 Raleigh, NC 27601 919-844-0098 Lynn Minges, NCRLA President and CEO............................... lminges@ncrla.org Shannon McGuire, Foundation Manager ............................. smcguire@ncrla.org Kecia Taylor, ProStart Coordinator ....................................... ktaylor@ncrla.org

222 North Person Street ● Suite 210 ● Raleigh, NC 27601 ● www.ncrla.org ● Phone: 919-844-0098

NCRLA Foundation Board Responsibilities Outlined below are the basic responsibilities for North Carolina Restaurant and Lodging Association (NCRLA) Foundation Board of Trustees. Understanding of these roles and responsibilities are to be achieved through attending all board meetings, following committee assignments, and adhering to established by-laws, policies and procedures.

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Participate at board meetings.

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Participate at annual events.

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Review of the foundation’s mission and purpose annually.

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Give personal funds to support the foundation.

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Make personal asks for others to contribute to the foundation.

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Support recruitment and development of board members.

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Identify resources needed to fulfill mission and ensure the resources are managed effectively.

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Ensure effective organizational planning.

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Adhere to legal, ethical, and fiduciary code of conduct.

222 North Person Street ● Suite 210 ● Raleigh, NC 27601 ● www.ncrla.org ● Phone: 919-844-0098

As the philanthropic foundation of the North Carolina Restaurant and Lodging Association, the North Carolina Restaurant and Lodging Association (NCRLA) Foundation’s mission is to enhance the industry’s service to the public through education, promotion of career opportunities and community engagement. The NCRLA Foundation focuses on: • • • •

Developing and executing educational programs in high schools across NC that are designed to support students who aspire to careers in the hospitality industry.

Communicating career opportunities within the hospitality industry, targeting students, parents, teachers, guidance counselors, principals, and administrators.

Supporting and encouraging teachers-acknowledging that enthusiastic, engaged teachers help to foster enthusiastic, engaged students.

Generating resources sufficient to support the work of the NCRLA Foundation.

The Board of Trustees of the NCRLA Foundation will oversee strategies, organizational requirements, and resource allocations required to fulfill the organization’s mission. Outlined below are board standards for the foundation.

NCRLA Foundation Board Standards of Performance 1. The NCRLA Foundation Board of Trustees typically meets three times each year. It is expected that board members attend each meeting of the board.

2. NCRLA Foundation Board hosts two golf tournaments annually—one in the Raleigh area and another in Charlotte. Board members are encouraged to help support those events by participating in or supporting them with sponsorships or food or beverage donations.

3. Support the work of the foundation by contributing financially to the NCRLA Foundation.

4. Encourage others to support the NCRLA Foundation.

5. Share your knowledge and background with students who aspire to careers in the hospitality. Consider speaking to a hospitality class or mentoring a student.

222 North Person Street ● Suite 210 ● Raleigh, NC 27601 ● www.ncrla.org ● Phone: 919-844-0098

BYLAWS OF NORTH CAROLINA RESTAURANT AND LODGING ASSOCIATION FOUNDATION, INC. A Nonprofit Corporation Amended March 2, 2021 ARTICLE I OFFICES Section 1.1 Principal Office. The principal office of the Foundation shall be located at such place as shall be designated by the Board of Trustees.

Section 1.2 Registered Office. The registered office of the Foundation, which by law is required to be maintained within the State of North Carolina, may be fixed and determined by the Board of Trustees from time to time, and may be, but need not be, the same as the principal office.

Section 1.3 Other Offices. The Foundation may have offices at such places as the Board of Trustees may from time to time determine.

ARTICLE II BOARD OF TRUSTEES Section 2.1 General Powers. The property, offices and business of the Foundation shall be managed by the Board of Trustees.

Section 2.2 Number and Manner of Election. The Board of Trustees shall consist of a minimum of nine (9) and a maximum of Twenty (20) Trustees. The Trustees shall be elected by, and may be removed with or without cause by, the Board of Directors of the North Carolina Restaurant and Lodging Association, Inc., a North Carolina nonprofit corporation. In addition to the Trustees appointed by the Board of Directors of NCRLA, the NCRLA Chairman, Chairman-Elect and Immediate Past Chairman will be ex officio members of the Board of Trustees with voting rights, and the NCRLA President & CEO will be an ex officio, non-voting member of the Board of Trustees.

Section 2.3 Term. The term of office of elected Trustees shall be one (1) year term followed by three (3) year terms. Terms of office shall extend to the final meeting of the fiscal year of the Board of Trustees in the year in which the term of office ends. If a board member misses more than one unexcused board meeting per term, the Chair reserves the right to remove Trustee from board. Board of Trustee members must retire from the Board after completing ten (10) consecutive years, unless they are currently in an officer capacity, they then can fulfill longer obligation through the position of Immediate Past Chair. Trustees may cycle off for one (1) or more years and then be re-considered through the nomination process.

Section 2.4 Resignations, Removal and Vacancies. Any Trustee may resign by filing a written resignation with the Secretary. The Board of Directors of the North Carolina Restaurant and Lodging Association may, from time to time, fill any vacancy on the Board of Trustees caused by the resignation, removal, disqualification or death of a Trustee, and any person appointed to fill a vacancy shall serve for the unexpired term of the Trustee being succeeded.

Section 2.5 Executive Committee. The Executive Committee shall be composed of the Chair, Vice Chair, Secretary, Treasurer, Immediate Past Chair (provided they are members of the Board), NCRLA Chair and NCRLA President & CEO. The Executive Committee shall have and may exercise all of the authority of the Board of Trustees in the management of the Foundation. All actions taken by the Executive Committee shall be reported to the next regular meeting of the Board of Trustees Section 2.6 Scholarship and Grant Committee. The Secretary of the Board shall serve as Chair of the Scholarship and Grant Committee. A new Trustee shall not be required to serve on this committee during the first year of his/her term.

Section 2.7 Board Development Committee. There shall be a standing Board Development Committee whose responsibilities will include the continual development of current board members and cultivating and developing prospective new board members. Unless otherwise provided by the board, the executive committee shall serve as the board development committee. The immediate past chairman shall serve as chairman of the board development committee and shall make the committee report at the annual meeting. The committee shall submit their nominees for officers and trustees and conduct the elections thereto. To provide broad industry representation the board development committee shall strive for balance among nominees in order to represent all segments of the industry. The committee shall also be subject to additional policy as established by the board of trustees. Specific operational guidelines of this committee shall be in the board policy.

Section 2.8 Special Committees. From time to time as the Board shall determine, the Board may create such other committees as are necessary to assist the Board of Trustees. The members of such committees shall be appointed by the Chair.

ARTICLE III MEETINGS OF TRUSTEES Section 3.1 Regular Meetings. The Annual Meeting of the Board of Trustees shall be held no later than the last day of March of each calendar year at a time and place to be selected by the Board, and if not then held, shall be held within a reasonable time thereafter. In addition, the Board of Trustees may provide the time and place for the holding of additional regular meetings.

Section 3.2 Special Meetings. Special meetings of the Board of Trustees may be called by or at the request of the Chair or any three Trustees. The person calling the Special Meeting may fix any place within the confines of the State of North Carolina as the place for holding the meeting.

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Section 3.3 Notice of Meetings. Regular meetings designated by the Board, including the Annual Meeting, may be held without additional notice. Special meetings shall be called on not less than seven (7) days prior notice. Notice of a special meeting shall state the purpose thereof and such notice shall be directed to each Trustee at the Trustee's residence or usual place of business by mail, facsimile, or may be delivered personally. The presence of a Trustee at a meeting shall constitute a waiver of notice of that meeting, except only when such Trustee attends the meeting solely for the purpose of objecting to the transaction of any business thereat on the ground that the meeting has not been lawfully called, and does not otherwise participate in such meeting.

Section 3.4 Quorum. A majority of the number of Trustees in office at any time, other than Trustees who serve on an ex officio basis, shall constitute a quorum. A majority of the number of Trustees serving on a Board committee with voice and vote at any time shall constitute a quorum of that committee for the transaction of business.

Section 3.5 Manner of Acting. Except as otherwise provided in these Bylaws or required by applicable law, the affirmative vote of a majority of the trustees present at a meeting of the Board of Trustees shall be the act of the Board of Trustees, if a quorum is present when the vote is taken.

Section 3.6 Informal Action of Trustees. Action taken by a majority of the Trustees without a meeting shall constitute Board action if written consent to the action in question is signed by all the Trustees and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken. Such informal action may be by mail vote submitted by the Chair or Executive Committee, in which case the written ballots or letters assenting or dissenting from such action shall constitute the written consent or dissent, as the case may be.

Section 3.7 Participation by Conference Telephone. Any one or more trustees or members of a Committee may participate in a meeting of the Board of Trustees or Committee by means of a conference telephone or similar communications device that allows all persons participating in the meeting to simultaneously hear each other during the meeting, and such participation in a meeting shall be deemed present in person at such meeting.

Section 3.8 Presumption of Assent. A Trustee of the Foundation who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the Trustee's dissent shall be entered in the minutes of the meeting, or unless the Trustee shall file a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Foundation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Trustee who voted in favor of such action.

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OFFICERS Section 4.1 Number of Officers. The officers of the Foundation shall be Chair of the Board, Vice Chair of the Board, Secretary, Treasurer, Immediate Past Chair, President and Chief Executive Officer, and such other officers as may be appointed in accordance with the provisions of Section 4.3. The Chair and Vice Chair of the Board shall be representatives of the hospitality industry, and the Secretary of the Board shall be a representative of the education community.

Section 4.2 Election, Term of Office and Qualification. Each officer, except such officers as may be appointed in accordance with the provisions of Section 4.3, shall be chosen by the Board of Trustees to serve for a term of one (1) year, and shall hold office until the Annual Meeting of the Board of Trustees held next after the officer's election or until the officer's successor shall have been duly chosen and qualified or until the officer's death or resignation or disqualification or shall have been removed from office. Beginning with the election of officers in 2006, and continuing thereafter, the person selected as Vice Chair of the Board shall automatically assume the position of Chair of the Board in the following year.

Section 4.3 Subordinate Officers and Agents. The Board of Trustees from time to time may appoint other officers and agents, each of whom shall hold office for such period, have such authority, and perform such duties as the Board of Trustees from time to time may determine.

Section 4.4 Removal. Any officer or agent may be removed by the Board of Trustees, either with or without cause, whenever in its judgment, the best interest of the Foundation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.5 Resignations. Any officer elected by the Board may resign at any time by giving written notice to the Board of Trustees or to the Chair or the Secretary of the Foundation.

Any such resignation shall take effect upon its being accepted by the Board of Trustees.

Section 4.6 Vacancies. A vacancy in any office because of death, resignation, removal, or disqualification, or any other cause, shall be filled for the unexpired portion of the term in the manner prescribed by these Bylaws for regular appointments or elections to such offices.

Section 4.7 Chair. The Chair shall preside at all meetings of the Board of Directors and of the Executive Committee at which she or he is present, shall call regular meetings of the Board, and shall perform such other duties as the Board of Directors may from time to time delegate.

Section 4.8 Vice Chair. At the request of the Chair, or in the Chair’s absence or disability, the Vice Chair shall perform all the duties of the Chair and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair. The Vice Chair shall perform such other duties and have such authority as from time to time may be so assigned by the Board of Trustees.

Section 4.10 Secretary. The Secretary shall be responsible for seeing that accurate records of the acts and proceedings of all meetings of the Board of Trustees and of the Executive Committee are kept; shall see that all notices are duly given in accordance with the provisions of 4

these Bylaws or as required by law; shall see that the seal of the Foundation is affixed to all documents, the execution of which on behalf of the Foundation under its seal is duly authorized; shall sign such instruments as may require the Secretary's signature; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chair or by the Board of Trustees.

Section 4.11 Treasurer; Audit. The Treasurer shall, in general, perform all duties incident to the office of Treasurer in a corporation in which the day-to-day financial transactions are handled by professional staff. The Treasurer shall perform such other duties as may from time to time be delegated by the Chairperson or assigned by the Board of Trustees. The Executive Committee may retain the services of a public accounting firm, and determine the scope of the firm’s audition services (compilation, review, or full audit) and how often the financial review will be undertaken.

The Executive Committee shall report the financial review to the Board. The Committee may meet in executive session with the auditors, out of the presence of the Foundation staff or NCRLA staff.

Section 4.12 Immediate Past Chair. The immediate past chairman shall preside over the board development committee. In the absence of both the chairman and vice-chair, the immediate past chairman shall perform the duties of the chairman.

Section 4.13 President and Chief Executive Officer. The President and Chief Executive Officer of NCRLA shall be appointed by the Board of Trustees to act in the same capacity for the Foundation and shall, subject to the direction of the Board of Trustees, have the general powers and duties of control, supervision, management, and direction of the business, property and affairs of the Foundation, and shall be the official spokesperson for the Foundation. The President / CEO shall be responsible to receive all monies that belong to the Foundation and deposit it to the credit of the Foundation in such bank or banks as may be needed; shall plan and attend all meetings of the Foundation's Board, Executive Committee and other committees as necessary; shall conduct and maintain all correspondence of the Foundation; and shall hire and supervise additional employees as necessary. The President and CEO may appoint an Executive Director and delegate to that position some or all of the duties and responsibilities outlined above.

Section 4.14 Duties of Officers May Be Delegated. In case of the absence of any officer of the Foundation or for any other reason that the Board of Trustees may deem sufficient, the Board of Trustees may delegate the powers or duties of such officer to any other officer or to any Trustee for the time being, provided a majority of the entire Board of Trustees concurs therein.

Section 4.15 Bonds. The Board of Trustees may by resolution require any or all officers, agents and employees of the Foundation to give bond to the Foundation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Trustees.

ARTICLE V CONTRACTS, LOANS AND DEPOSITS Section 5.1 Contracts. The Board of Trustees may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any document or instrument on behalf of 5

the Foundation, and such authority may be general or confined to specific instances. Any resolution of the Board of Trustees authorizing the execution of documents by the proper officers of the Foundation or by the officers generally and not specifying particular officers shall be deemed to authorize such execution by the Chair of the Board, the President and Chief Executive Officer, or by any other officer if such execution is within the scope of the duties of such other office. The Board of Trustees may by resolution authorize such execution by means of one or more facsimile signatures.

Section 5.2 Loans. No loans shall be contracted on behalf of the Foundation and no evidences of indebtedness shall be issued in its name unless authorized by the Board of Trustees.

Such authority may be general or confined to specific instances.

Section 5.3 Checks and Drafts. All checks, drafts or other orders for the payment of money issued in the name of the Foundation shall be signed by such officer or officers, agent or agents of the Foundation, and in such manner, as shall from time to time be determined by resolution of the Board of Trustees.

Section 5.4 Deposits. All funds of the Foundation not otherwise employed or invested shall be deposited from time to time to the credit of the Foundation in such depositories as the Board of Trustees direct.

ARTICLE VI GENERAL PROVISIONS Section 6.1 Corporate Seal. The corporate seal shall be in such form as shall be approved from time to time by the Board of Trustees.

Section 6.2 Fiscal Year. The fiscal year of the Foundation shall be January 1 to December 31, unless otherwise established by resolution of the Board of Trustees.

Section 6.3 Compensation. Members of the Board of Trustees shall not be compensated for their services as Trustees, or as Chair, Vice Chair, Secretary or Treasurer. However, the Board of Trustees may from time to time reimburse any Board member or officer for expenses incurred on behalf of the Foundation.

Section 6.4 Waiver of Notice. Whenever any notice is required to be given to any Trustee under the provisions of the North Carolina Nonprofit Corporation Act or under the provisions of the charter or Bylaws of this Foundation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Section 6.5 Exempt Activities. Notwithstanding any other provisions of these bylaws, no trustee, officer, employee, or representative of this Foundation shall take any action or carry on any activity by or in behalf of the Foundation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist 6

or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.

Section 6.6 Dissolution. Upon the dissolution of the Foundation, the Board of Trustees shall, after paying or making provision for the payment of all of the liabilities of the Foundation, transfer all assets of the Foundation to such organization or organizations organized and operated exclusively for educational or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), as the Board of Trustees shall determine.

Section 6.7 Indemnity of Officers and Trustees. Any person who at any time serves or has served as a trustee or officer of the Foundation shall have a right to be indemnified by the Foundation to the fullest extent permitted by law against (a) expenses, including reasonable attorneys' fees, actually and necessarily incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, whether formal or informal, and whether or not brought by or on behalf of the Foundation, arising out of his or her status as such trustee, or his or her status as an officer, employee or agent of the Foundation, or his or her service, at the request of the Foundation, as a trustee, officer, partner, trustee, employee or agent of any other Foundation, partnership, joint venture, trust or other enterprise or as a trustee or administrator under an employee benefit plan, or his or her activities in any of the foregoing capacities, and (b) any liability incurred by him or her, including without limitation, satisfaction of any judgment, money decree, fine (including any excise tax assessed with respect to an employee benefit plan), penalty or settlement, for which he or she may have become liable in connection with any such action, suit or proceeding.

The Board of Trustees of the Foundation shall take all such action as may be necessary and appropriate to authorize the Foundation to pay the indemnification required by this Bylaw, including without limitation, to the extent necessary, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him or her.

Expenses incurred by a trustee or officer in defending an action, suit or proceeding may be paid by the Foundation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the trustee to pay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Foundation against such expenses.

Any person who at any time after the adoption of this Bylaw serves or has served as a trustee or officer of the Foundation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein, and any modification or repeal of these provisions for indemnification shall be prospective only and shall not affect any rights or obligations existing at the time of such modification or repeal. Such right shall inure to the benefit of the legal representatives of any such person, shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this Bylaw, and shall not be limited by the provisions for indemnification in Section 55A-8-51 through 55A-8-56 of the North Carolina 7

Nonprofit Corporation Act or any successor statutory provisions. Any person who is entitled to indemnification by the Foundation hereunder shall also be entitled to reimbursement of reasonable costs, expenses and attorneys' fees incurred in obtaining such indemnification.

Section 6.8 Amendments. Except as otherwise provided herein or in the Articles of Incorporation or by applicable law, these Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of two-thirds (2/3) majority of the Trustees then holding office at any regular or special meeting of the Board of Trustees, or by unanimous written consent without an official meeting of the Board of Trustees. No amendment to these Bylaws shall authorize the Foundation to conduct its affairs in any manner or for any purpose contrary to the provisions set forth in Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding section of any future federal tax code).

Section 6.9 Exempt Activities. Notwithstanding any other provisions of these Bylaws, no Trustee, officer, employee or representative of this Foundation shall take any action or carry on any activity by on behalf of the Foundation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code and Regulations as they now exist or as they may hereafter be amended.

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