As term limits return, Fresno State Foundation’s top leadership ranks could see major change

The Fresno State Foundation, which manages more than $315 million in university endowments and post-award grants, could have new leadership as soon as this summer, depending on the details of a reform plan that would bring back term limits and address other problems cited in a highly critical review from the Cal State chancellor’s office.

Foundation chair Vinci Ricchiuti is among five long-time members of the board of governors at the end of four-year terms that are established in foundation bylaws. All were reappointed to the board in 2018, according to minutes from board meetings reviewed by The Fresno Bee.

In response to the critical review released in January, the foundation posted a reform plan online. It says that term limits will be reinstated by June, but it does not include details on how term limits will be set. It states simply: “Establish and enforce term limits for governors.” The foundation bylaws set an individual term as four years in length, but a new term limits rule could grandfather in existing members or increase the number of consecutive terms allowed.

Though loosely enforced over multiple years, the foundation at one point had a limit of two, four-year terms per meber before eliminating the limits in 2022. Ricchiuti, who has served on the foundation for 31 years, could be rotated off the board at the end of June, with the expiration of her term, along with the other four board members in that class.

Foundation treasurer Kyle Stephenson also is in that group.

Vice chair Eric Hanson had his term extended by two years in 2021 due to impacts of the COVID-19 pandemic and the status of a search for a university president, according to board meeting minutes. He was reappointed in 2023 and his latest four-year term would end in 2027.

Fresno State Foundation board members have declined to provide comment to The Fresno Bee or answer questions about the advisory review, its plan to implement reforms and its various activities. The Bee attended the last board meeting, where Ricchiuti told a reporter she did not have time to provide any comment. Jiménez-Sandoval, the only university employee serving on the board, also has declined comment. He has released statements through the university about the review.

Under the current rules, in effect since the elimination of term limits in 2022, the university president, board chair, and governance committee are to decide whether it is in the best interests of the foundation to recommend another term for members, according to the new language in the bylaws. In making that determination, according to the bylaws, they are to consider the board member’s performance during the term, satisfaction of fiduciary responsibilities, ability to continue to satisfy such responsibilities, and any other matters deemed relevant by the university president, board chair and governance committee.

The foundation, according to the reform plan submitted to the chancellor’s office, is to establish and enforce term limits for its governors and term limits for its officers by June. It also is to come into compliance with state regulations by revising the composition of its board of governors to include appropriate university representation.

Ricchiuti, who has served as foundation chair since 2017, is the longest-tenured member of the board of governors. There also are 11 members on the 25-person board that have served for 10 or more years and four that have served for 20 or more years, well beyond industry-standard term limits.

CSU Audit and Advisory Services, which conducted the advisory review at the request of Fresno State president Saúl Jiménez-Sandoval, as well as nonprofit board governance experts interviewed by The Fresno Bee, say term limits and turnover are essential to sound governance.

“Turnover of board members allows for new eyes, new perspectives, new questions,” Mary Kay Delvo, a strategist, governance professional and founder of INspiringSIGHT, a Minneapolis/St. Paul based strategic consulting firm, told The Bee in January.

“Depending on the makeup of your board, you’re getting people with different experiences, professional experience, all of those things,” she said. “It diversifies your board, which diversifies your thinking and your view. When you have the same people, it gets stagnant and things get overlooked. The board’s primary role is to direct and protect the organization.”

The limited board turnover, as well as a lack of university representation and outdated governing documents, also reduced transparency and were a factor in the foundation becoming misaligned with the university’s strategic priorities, according to the CSU review.

The CSU stated in a 32-page report that it found that weaknesses in core financial processes also left the foundation “vulnerable to financial and reputational risk” and concluded they could “hinder its ability to safeguard its assets and impacts its ability to support the university’s missions.”

The foundation operates independently of the university and officers and members of its board of governors are volunteers and are not compensated, according to its tax documents.

The implementation plan also requires the foundation to document a policy for board chair and committee chair rotation in alignment with the requirements outlined in its governance committee charter, and to revise its bylaws to reflect current leadership roles.

The foundation has remediation actions to be completed by June under the categories organizational structure and management services agreements and financial practices, as well.

Each element of the plan must be approved by the CSU chancellor’s office.