The sudden appearance a couple years ago of "Trustees"-- unelected and unexplained-- caused many concerned alumni to ask questions. How did they come to be? what governed their appointment or election? what was the nature of their relationship to SHSAA's Board of Directors? to the alumni base? what fiduciary responsibility did they shoulder, for an Endowment that did or did not yet exist?
There were lots of questions:
1. The Trustees are nominally identified in the By-Laws as fiduciaries (Section VI.3.) However, the actual nature of their authority is entirely unknown.
2. The Trustees have been authorized to "establish" and "maintain" the Endowment Fund (Section VI.3). However, the Endowment Fund was apparently established, at least on paper, prior to Trustees assuming or performing any functions. In addition, the Trustees do not appear to have any independent authority to manage, invest, or independently determine to expend or make distributions from the corpus of the Endowment Fund. It is also not clear that the Endowment Fund is housed or held in an instrument (such as a master account) to which the Trustees exercise direct custody and control, nor whether the Trustees and the Endowment Fund are subject to appropriate and customary insurance coverage and suretyship protection.
3. The Endowment Fund does not appear to file a separate exempt organization return with the IRS, and it has either never been independently audited, or any such audit report has not been received and accepted by formal Board action, nor otherwise released.
4. The Trustees have not released (and it is not certain that the By-Laws authorize the Trustees to prepare or release) investment criteria, distribution plans, donation criteria applicable to IRS-required minimum distributions (By Laws Section VI.7. acknowledge that minimum distribution compliance will be required), issues associated with the engagement of any independent fund adviser, and other fund management questions.
Again, it is entirely uncertain exactly what rights or duties apply to the Trustees, how the Trustees actually function, and what ultimate fiduciary role they play. Clarification of these points would seem a reasonable expectation.