BYLAWS
As approved
on May 6, 2008
ARTICLE I
The Georgia Southern University Foundation exists to
assist Georgia Southern University in fulfilling its multifaceted mission and
in its efforts to achieve educational excellence. The Foundation primarily accomplishes this
mission by providing leadership in obtaining the resources needed to attain
University goals and through responsible stewardship of funds and other assets
entrusted to it.
ARTICLE II
BOARD OF TRUSTEES
A. The Board
of Trustees of this Corporation shall consist of 35-50 elected members and a
maximum of seven voting, ex-officio members as
follows:
1. President,
2. Vice President,
Business and
3. Vice President, University Advancement,
4. President,
5. President,
6. Chair,
Southern Boosters, Inc.
7. Chair,
Executive Advisory Board
B. Except for
ex-officio members, and those individuals selected by the Executive Committee
to fulfill unexpired vacancies, members of the Board shall be nominated as set
forth herein by the Membership Committee, their names and a brief resume
provided in the notice of the meeting, and elected by a majority of those
members in attendance at the next properly constituted meeting of the Board.
C. The elected
membership of the Board of Trustees shall serve terms of five years and may be
reelected.
D. Any elected member of the Board who shall
have been absent from the meetings of the Board for three (3) consecutive
meetings shall be considered withdrawn from the membership unless excused by the
Executive Committee. The unexpired term
of such a member may be filled through an appointment made by the Executive
Committee.
E. Meetings of
the Board may be called by the Chairman, the Executive Committee, or upon
written request of 25% of the current voting members of the Board.
F. The annual
meeting of the Georgia Southern University Foundation, Inc. Board of Trustees
will be held during the fall of each year.
Additional meetings will generally be held in winter and summer on dates
determined by the Executive Committee.
G. A majority
of the current elected and ex-officio members shall constitute a quorum at any
meeting.
H.
A
person who holds more than one position as a member and/or ex-officio member of
the Board of Trustees will nonetheless be entitled to only one vote on each
vote taken on any matter as a member of the Board, Executive Committee or any
Committee of the Board.
ARTICLE III
THE EXECUTIVE ADVISORY
BOARD
Former Foundation Board of Trustees who have served
for 10 years or more, participated in fund-raising activities on behalf of the
University and personally made financial contributions to the Foundation are
eligible to be considered for an Emeritus Designation by the Membership
Committee of the Foundation. Any
recommendation from the Membership Committee shall be voted on by the full
Board. Emeritus Members shall be invited
to meet with the current Board during its Fall meeting as non-voting
participants and may be included in other appropriate functions held by the
Board as determined by the Executive Committee.
ARTICLE IV
OFFICERS
The officers of the Georgia Southern University
Foundation, Inc. shall consist of the Chair, Chair-Elect, Vice Chair,
President, Secretary,
and Treasurer; the latter two offices may be held by the same person.
These officers shall be elected by the Board of Trustees for a term of
two years.
ARTICLE V
DUTIES OF OFFICERS
A. The Chair
shall preside at all meetings of the Corporation and of the Board of Trustees
and the Executive Committee, and shall generally perform all duties usually
incumbent upon the office and such as may be required by the Board of Trustees.
B. The
Chair-Elect shall serve as Chair of the Finance Committee and shall perform
such other duties as are assigned by the Board of Trustees. The Chair-Elect shall preside in the absence
of the Chair. In case of vacancy in the
office of the Chair, the Chair-Elect shall serve until a successor is elected
by the Board of Trustees.
C. The Vice Chair shall serve as Chair of the Investment Committee and shall perform such other duties as are assigned by the Board of Trustees.
D. The
President shall have administrative responsibility of day to day
operations of the Foundation office, shall receive and have custody of all monies
and securities of the corporation, shall pay the expenses incurred by the
operation of said Corporation and shall disburse monies as directed by the
Board of Trustees or the Executive Committee hereinafter named. Other requirements of the Office of the
President are as follows:
1. The
President shall be responsible for the maintenance of books and accounts
showing all the receipts and disbursements of the Corporation. The books and accounts shall be open at all
times to the Corporation Chair or Chair of the Finance Committee. All accounting records shall be maintained in
accordance with generally accepted accounting principles.
2. The
President shall submit to the Board of Trustees detailed statements of receipts
and disbursements at each regularly scheduled Board meeting and shall also
submit detailed statements of receipts and disbursements to the Corporation
Chair and Chair of the Finance Committee each month as requested indicating the
financial condition of the Corporation.
3. The
President shall be insured or bonded in such dollar amount as to give adequate
security for the faithful performance of the financial duties of the office and
shall require same of any financial assistant(s).
4. The
President shall conduct the affairs of the office in a manner consistent with
the aims and goals established by the charter.
5. The
President shall coordinate all fund raising activities of the Foundation.
6. The
President shall perform all such other duties as may be assigned by the Board
of Trustees or the Chair.
E. The
Secretary shall have custody of the seal of the Corporation and shall affix the
same to all instruments requiring the seal, assure that the official
proceedings of each meeting are recorded and disseminated at least 30 days prior
to the next meeting, and shall perform all other duties as may be assigned by
the Board of Trustees or the Chair.
F. The Treasurer shall serve as
the required secondary signatory on all Foundation checks, shall assure that
all expenditures are duly authorized and supported with receipts and/or
vouchers, and shall serve as a required signatory on all Foundation
borrowings.
G. The
officers of the Georgia Southern University
Foundation shall have the authority to negotiate agreements with donors in the
acquisition and administration of funds contributed to the Foundation, subject
to the approval of the Executive Committee.
ARTICLE VI
EXECUTIVE COMMITTEE
A.
There shall be an Executive Committee consisting of the Chair of the
Corporation (who shall also serve as Chair of the Executive Committee); the
Chair-Elect of the Corporation; Vice Chair of the Corporation; the President of
the Corporation; Secretary
of the Corporation; Treasurer of the Corporation; the President of Georgia Southern University; the
Vice-President for Business and Finance of Georgia Southern University; Vice President for University Advancement of
Georgia Southern University; the President of the Georgia Southern Alumni Association; the Chair of
Southern Boosters, Inc.; the immediate Past Chair of the Corporation; and four members of
the Board of Trustees appointed by the Chair of the Corporation.
B. A person who holds more than one position as a
member of the Executive Committee will nonetheless be entitled to only one vote
on each vote taken on any matter being voted on by the Executive Committee.
C. The Executive Committee shall have and
exercise the powers of the Board of Trustees between meetings of the Board.
D. The Executive Committee of the Board of
Trustees shall be authorized to administer and distribute funds contributed to
the Foundation in accordance with the designation of the donor and, in the
event of non-designation, in accordance with the intents and purposes of the
Foundation and its approved spending policies.
E. The Executive Committee of the Board of
Trustees may appoint individuals to fulfill any unexpired vacancies which
occur.
ARTICLE VII
COMMITTEES
A.
The Chair shall appoint all standing and ad hoc committees of the Board and
their chairs, including interim appointments to fill any vacancies. The Chair and President of the Corporation
shall serve as ex-officio members of each committee. A majority of voting members of any committee
participating in a meeting shall constitute a quorum. University Advancement staff may be appointed
to committees from time-to-time as non-voting, ex-officio members upon the
recommendation of the appropriate Committee Chair and with the concurrence of
the Board Chair. A person who holds more
than one position as a member of any Committee will nonetheless be entitled to
only one vote on any matter being voted on by that Committee.
B. Meetings of all standing and ad hoc
committees, specifically including the Executive Committee but excluding
meetings of the full Board of Trustees, may be conducted via the use of
interactive technology employed simultaneously at multiple sites, provided one
communication portal is available at the Foundation’s official address.
C. The Finance Committee shall consist of a minimum of nine members whose
responsibilities shall be to prepare a detailed annual budget proposal for
presentation to the Board of Trustees with the complete budget to be presented
no later than the summer meeting. After approval
by the Board of Trustees, funds shall be expended in accordance with the
budget. Amendments to the budget must be approved by the Finance Committee and
shall be brought to the attention of the Board of Trustees. The Vice President
for Business and Finance at GSU shall be a nonvoting ex-officio member of the
Finance Committee. The Chair of the
Finance Committee shall serve on the Investment Committee.
D. The Membership Committee
shall consist of all past Board Chairs who are currently active Board members and such
other persons as may be appointed by the Chair of the Corporation. The Committee shall present to the Executive
Committee and the Board the nominations of Trustees to be elected by the
Board. The Committee shall furnish to
the Executive Committee and Board, information about the background and
qualifications of all such nominees prior to the Board meeting at which an
election is scheduled to take place. The
Committee shall maintain a current profile of the Board's membership composition
to guide the selection process. Good faith
efforts shall be made to achieve and maintain geographic diversity within the
Board’s membership. The Committee shall
review the performance of incumbent Trustees who are eligible for reelection
before nominating them for reelection, and it shall develop and help administer
with the Chair and President of the Foundation a program of orientation for
newly elected Trustees. The Committee
shall encourage periodic programs of in-service training and regular planning
and self-assessment retreats or sessions for the Board. The Committee shall nominate members
designated as Emeritus.
The Committee shall submit to the
Board nominations for the following offices: Chair, Chair-Elect, Vice Chair,
President, Secretary, and Treasurer;
the latter two offices may be held by the same person. Such nominations shall not preclude
nominations from the floor.
E. The Investment Committee
shall consist of a minimum of nine members of the Board of Trustees whose
responsibility shall be that of managing the investment of all funds under the
control of Georgia Southern University Foundation, Inc. in keeping with the
Investment Policy approved by the Foundation Board. The Chair of the Investment
Committee shall serve on the Finance Committee.
F. The Development Committee
shall consist of a minimum of five members, whose responsibilities shall be to
provide leadership for resource development and student recruitment activities
sponsored by the Foundation. The
Committee shall work in concert with and support of the President of the
Foundation and the Vice President of University Advancement in planning and
implementing effective programs in the following areas: annual giving, planned
giving, student scholarships, major gifts, and student recruitment. The Committee shall serve as the Board’s
advisory/review board for gift-in-kind contributions, making
approval/disapproval recommendations to the Executive Committee as
required. The Committee Chair, with
concurrence of the Board Chair, may appoint one or more subcommittees in
program areas for which the committee has leadership responsibility.
G.
The Audit Committee shall consist of a minimum of five
members, whose responsibilities shall be to develop, and submit to the Board,
guidelines which will create a structure for reporting figures on multi-year
pledges, pooled income gifts, planned giving, deferred giving, insurance
premium gifts, and gift-in-kind contributions that are made to the Georgia
Southern University Foundation. The Committee
shall monitor adherence to the approved guidelines and produce periodic
statements on gift reporting activities/accountability. The Committee shall assure that an annual
audit of the Foundation’s books and accounts be conducted by an independent certified
accountant and that said audit be submitted to the Executive Committee and the
Board.
The Audit Committee shall select the
Corporation’s auditor, which selection shall be for three years of
service. At three year intervals, the
Committee may choose a new or different auditor or auditing firm. No auditor or member of any audit firm may
serve on the Corporation’s Board of Trustees.
At least annually the auditor shall meet with the Audit Committee to
discuss the auditor’s findings and recommendations, a synopsis of which shall
be conveyed by the Audit Committee to the full Board. The standards for selection of the auditor
shall be the firm’s independence, its reputation for integrity and competence,
and its proposed fees as being consistent with the usual and customary rates
for such services.
H. The Bylaws Committee shall
consist of a minimum of five members, whose responsibilities shall be to
conduct, on an as needed basis, a complete review of existing Bylaws and make
recommendations to the Executive Committee and the Board for the revision of
existing Bylaws for approval by the Board.
I. The External/Governmental
Relations Committee shall consist of a minimum of five members, whose responsibility shall be to provide leadership to the
Foundation Board and Georgia Southern University with regard to state, local,
and regional issues (public and private) that represent
challenges/opportunities for the institution.
The Committee shall monitor the development of such issues and shall
make recommendations on an as needed basis. The External/Governmental Relations
Committee shall advise the Board on actions necessary to inform state and local
representatives with regard to the goals of the institution. The Committee shall develop and implement
strategies aimed at informing legislators on how they can best assist Georgia Southern University in
meeting its stated goals.
No member of the Corporation,
nor a member’s spouse, child, or parent, nor any business organization in which
the member holds an equity interest of more than ten percent (10%), shall sell
any product to or provide any service for a fee to the Corporation unless:
§
such member promptly discloses in writing to
the Chair, President, and Chair of the Audit Committee such potential conflict
and these officers promptly report the potential conflict to the Executive
Committee.
§ the
member absents himself or herself from all discussions about or action on the
Corporation’s business relationship, or potential business relationship, with
the member.
OPEN
MEETINGS AND RECORDS
All Foundation meetings shall be
conducted in an open and responsible manner, consistent with the laws of the
State of
DISSOLUTION
In the event of the dissolution
of the Foundation, all of its assets shall immediately become the assets of
Georgia Southern University or the successor organization of the Foundation,
which shall take all assets, gifts, and trusts, subject to restrictions or
limitations or conditions then in place.
All liabilities shall be satisfied from assets before transfer, unless
otherwise agreed by all parties.
ARTICLE
XI
The Corporation shall not seek
to influence the selection or tenure of Georgia Southern University staff and
faculty, nor otherwise seek to influence Georgia Southern University policy and
governance, except as may be incident to mutual agreements related to the
Corporation’s obtaining resources for Georgia Southern University and the
proper stewardship and use of the same.
Georgia Southern University, its
staff and faculty, recognizes the role of the Corporation in stewardship of
resources and shall implement same by mutually agreed to policies and
procedures.
ARTICLE XII
ACTION REQUIRED TO
CHANGE BYLAWS
The Bylaws Committee shall make
recommendations for any changes in the Bylaws to the Executive Committee for
approval. Upon approval by the Executive Committee, copies of the proposed
changes will be mailed to all Board members at least 30 days prior to the Board
meeting. The Bylaws may be amended by a
two-thirds majority of voting members present during the meeting designated to
consider such proposed action.
INDEMNITY
The Foundation shall indemnify, to the fullest extent
permitted by the Georgia Nonprofit Corporation Code, and if applicable, Section
4941 of the United States Internal Revenue Code of 1986, as each has been, and
may hereafter be, amended from time to time, any individual made a party to a
proceeding because such individual is or was a trustee against liability
incurred in the proceeding, if such individual acted in a manner such
individual believed in good faith to be in or not opposed to the best interests
of the Foundation and, in the case of any criminal proceeding, such individual
had no reasonable cause to believe such individual’s conduct was unlawful. For purposes of this paragraph, the terms
“party”, “proceeding”, and “liability” shall have the meanings given to them in
the provisions of the Georgia Nonprofit Corporation Code which govern the
indemnification of directors, and “Trustee” shall have the meaning given to the
term “director” in such provisions of the Georgia Nonprofit Corporation Code.