SOUTHERN ARKANSAS UNIVERSITY FOUNDATION, INC.
ARTICLE I. AUTHORITY
This Foundation was chartered by a Certificate of Incorporation of a domestic non-profit corporation dated January 7, 1981.
ARTICLE II. PURPOSES
The purposes and objects for which the corporation is formed are to aid, strengthen and further, in every proper and useful way, the work and services of Southern Arkansas University, and to develop and utilize the ties of interest, sympathy, and affection existing between the University and its alumni and friends throughout the state and nation.
ARTICLE III. LIMITATIONS
Nothing contained herein shall be construed in such a manner as to authorize the corporation to engage in any activities not permitted to be carried on: (a) by a corporation exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law); or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).
ARTICLE IV. POWERS
In furtherance of its chartered purposes, this corporation shall have the power:
To accept, hold, administer, invest, and disburse such funds and properties of any kind or character as from time to time may be given to it by persons or corporations, absolutely or in trust, as the case may be; to employ and retain proper employees, agents, experts, consultants, accountants, counselors, advisers, and investment advisers with discretionary investment powers, as may be necessary and advisable for the proper accepting, holding, administering, investing and disbursing of such funds and properties of any kind or character; and in general to do all things that may appear necessary and useful in accomplishing these purposes.
To use all assets and earnings of the corporation exclusively for educational purposes including the payment of expenses necessarily incident thereto; and no part of such assets and earnings shall inure to the benefit of any employee, officer or member of the corporation, or of any other individual, except in payment of reasonable compensation for services actually rendered or expenses necessarily incurred.
To have the authority, and it shall be its duty, to hold and apply the corpus and income of any donation, grant, devise or bequest, or any part thereof, in such manner as may have been stipulated or provided in the instrument creating such donation, grant, devise or bequest.
To have authority to sell, mortgage, pledge, lease or exchange all or any part of the real or personal property or funds of the corporation, unless otherwise specifically provided in its creating instrument, at such prices and upon such terms and conditions as it may deem best; and it may invest and reinvest its funds in any such loans or securities, or in any such real or personal property, as it may deem suitable for the investments for trustees under the laws of Arkansas.
To have full power and authority to purchase, lease, accept as a gift, bequest or devise, or otherwise acquire, any real or personal property to be held, administered or used in any way whatsoever for the benefit of Southern Arkansas University, or to assist the University in the fulfillment of its educational purposes; and to that end the corporation shall have full power and authority to hold, own, control, handle, administer or operate any such real or personal property, including the operation of any business connected with or incident to the ownership or control of such property, and to sell, lease, pledge, mortgage, exchange or otherwise dispose of any such property at such prices and upon such terms and conditions as it may deem best.
To borrow money and to make and issue bonds, notes, contracts, and other evidence of indebtedness therefor, and by the proper resolution duly adopted by a majority vote of all the members of the Board of Directors, to secure payment thereof by authority provided above.
To engage in and to disburse any part of or all of its funds, both income and principal, for any and all lawful activities permitted by the laws and regulations governing tax-exempt charitable corporations at that time, and which may be necessary or incidental to the furtherance of the purposes of this corporation.
To apply for and to aid in the processing of applications for patents and copyrights; to receive or purchase patents and copyrights, inventions, processes and discoveries; to hold, manage, use and develop the same; to sell, license, or otherwise dispose of the same; and to collect royalties thereon.
To design and implement such programs and procedures as to persuade continuous and special philanthropic support and benefactions to further the purposes of the corporation for the benefit of the entire University.
To establish rules, regulations and procedures for the necessary management of all affairs of the corporation in consonance with the laws and regulations described in Section 501 (c) (3) of the Internal Revenue Code of 1954, or acts mandatory thereof or supplementary thereto.
ARTICLE V. NAME AND LOCATION
The name of the chartered, not-for-profit, educational corporation shall be the SOUTHERN ARKANSAS UNIVERSITY FOUNDATION, INCORPORATED; and its principal office shall be located on or near the campus of Southern Arkansas University in Magnolia, Arkansas.
ARTICLE VI. DEFINITIONS
The word “Foundation” as used in these Bylaws hereinafter and in the charter, refers to the Southern Arkansas University Foundation, Incorporated; and the words “governors” and/or “members,” and the terms “Board of Governors” and/or “Board,” unless the context indicates otherwise, mean the governors of said corporation provided for by law. Chairman shall mean Chairman of the Board of Governors. Trustee shall mean a member of the Board of Trustees of Southern Arkansas University.
ARTICLE VII. BOARD OF GOVERNORS
Section 1 a. Members
The Board of Governors shall consist of not fewer than nine (9) nor more than twenty-five (25) voting governors, including:
1. The Chairman of the board of Trustees of Southern Arkansas University.
The persons named in 1a above shall elect the initial Board of Governors, with nominees to be received from the following:
1. Three nominees to be submitted by the above named governors.
2. Three nominees to be submitted by the Southern Arkansas University Alumni Association.
3. Three nominees to be submitted by the Southern Arkansas University faculty.
Members in the following categories in this Section shall be eligible to attend meetings of the Board of Governors and to participate fully therein, but shall be non-voting members:
Section 1 b. Honorary Governors
The Board may elect from time to time selected persons as Honorary Governors who, because of their position and/or prestige may reflect honor upon the Foundation and its purposes, but who shall not have served as active governors.
Section 1 c. Governors Emeriti
The Board may elect from time to time selected persons as Governors Emeriti who have served with distinction as active members of the Board.
Section 1 d. Ex Officio Members
The Board may designate from time to time selected persons to serve and to meet with the Board and/or its committees. The President of Southern Arkansas University and a fiscal officer of Southern Arkansas University shall be non-voting, ex officio members.
Section 2. Terms
Elected governors shall serve terms of three (3) years and shall be eligible to serve no more than two (2) consecutive terms without a one year absence before eligibility for reelection. The governor specially noted in Section 1a above shall serve during tenure in the office described.
Section 3. Vacancies
The Board of Governors of the Southern Arkansas University Foundation may from time to time fill vacancies caused by the regular ending of a member’s term, death, resignation, or other cause. Elections to fill such vacancies, other than those caused by the regular expiration of a governor’s term, shall be for the remainder of the unexpired term in which the vacancy exists; and if the remainder of the term is for more than one (1) year, then said remainder shall count as a full term in determining eligibility for reelection. Nominees for the Board shall be received from the Board of Governors, Alumni Association and faculty.
Section 4. Class of Members
To facilitate the orderly rotation of members, there shall be three (3) classes of members arranged as evenly as possible so that one-third will come to the conclusion of three (3) year terms each year.
ARTICLE VIII. MEETINGS
Section 1. Regular
The Board shall meet at least two (2) times each year.
Section 2. Annual
The first meeting following July 1 each year shall be the annual meeting of the Board. The agenda of the annual meeting shall include a review of the Southern Arkansas University development program for the new fiscal year. The development program shall have been reviewed and approved by the Southern Arkansas University Board of Trustees.
Section 3. Special
The Chairman may call special meetings, and shall call a special meeting upon the written request of any six (6) governors. The purpose for such meetings shall be announced at the time of the call.
Section 4. Orientation
New governors shall be required to attend special orientation meetings within the first six (6) months after election to the Board.
Section 5. Notice
Notice of all meetings of the Board shall be mailed to members at their respective last known addresses at least seven (7) days before any regular or special meeting. Ballots prescribed by the Board may accompany such notice for the use of governors desiring to vote by ballot upon the election of governors or upon any other question which the Chairman of the Board shall deem proper or necessary; but the omission of the Board to prescribe and submit ballots for voting by mail on any question shall not prevent consideration of and action upon such question by governors present in person at any meeting.
Section 6. Waiver of Notice
Nothing herein contained shall prevent the governors from waiving, in writing, notice of any meeting.
Section 7. Quorum
At all meetings of the Board and at all Executive Committee meetings, a majority of the voting governors in person or by proxy shall be necessary and sufficient to constitute a quorum for the transaction of business; and the act of a majority of the voting governors present in person or by proxy at any meeting at which there is a quorum, shall be the act of the Board of Governors.
Section 8. Indemnity
The Foundation shall indemnify and save harmless each and every governor, his heirs and assignees, from all liability arising out of the performance of his or their functions, duties, and/or responsibilities, express or implied under these Bylaws or the Certificate of Incorporation of the Foundation.
ARTICLE IX. OFFICERS AND DUTIES
Section 1. Officers
The officers of the Foundation shall consist of a Chairman, a Vice-Chairman, a Secretary, a Treasurer, and such other officers as the Board shall from time to time determine; but no two offices shall be held by the same person simultaneously.
Section 2. Chairman
The Chairman of the Foundation, as Chief officer thereof, shall preside at all meetings and perform generally the duties customarily required of such officers subject to direction of the Board. He shall be chairman of the Executive Committee and ex officio member of all committees except the Committee on Governors.
The Chairman shall appoint all standing and ad hoc committees of the Board annually, subject to the approval of the majority of the members of the Board.
Section 3. The Vice-Chairman
The Vice-Chairman shall, in turn, assume the responsibilities of the Chairman in his absence, and shall be authorized to perform all duties attending this office.
Section 4. The Secretary
The Secretary of the Foundation shall have charge of the seal and corporate books and records of the Foundation; shall cause to be issued notices of meetings to members and governors thereof; and, with the Chairman shall execute and sign such instruments as may require his signature or attestation; shall make such reports and shall perform such other duties as are incident to his office or as may be required of him by the Board.
Section 5. The Treasurer
The Treasurer of the Foundation shall have general oversight responsibilities of the business operations of the Foundation, systems, procedures, inter- and intra-university relationships, and fiduciary responsibilities.
Section 6. The Assistant Secretary; The Assistant Treasurer
These officers may be appointed as the Board determines from time to time to assume responsibilities of the Secretary and the Treasurer in their respective absences, and shall be authorized to perform all duties attending to these offices, but shall be without vote.
Section 7. The Executive Director
An Executive Director may be chosen by the Board upon recommendation of the President of Southern Arkansas University, to serve during the pleasure of the Board. The Executive Director shall be the chief operating officer of the Foundation. He shall be chief staff officer of the Board and of all Board committees and ex officio member thereof without vote.
Section 8. Election and Tenure
Nominations for Chairman, Vice-Chairman, Secretary, and Treasurer may be made by any member of the Board. The Chairman, Vice-Chairman, Secretary, and Treasurer shall be elected by a majority vote of the voting governors, by vote or proxy, at the annual meeting of the Board, with all officers to serve a term of one (1) year and until their successors are elected and qualified. The Chairman shall not be eligible to serve more than three (3) consecutive full terms.
Section 9. Bond Assurance
At the discretion of the Board, any or all officers, agents, or employees may be required to give bond for the faithful performance of his/their fiduciary duties in such amount and with such sureties as the Board may prescribe.
Section 10. Incapacity
In the event of absence or disability of any officer, or for any other reason that the Board may deem sufficient, the Board may delegate for the time being, in whole or in part, the powers or duties of such officer to any other officer or to another person otherwise qualified to perform the required duties.
Section 11. Authority to Function
The Chairman, Vice-Chairman, Secretary, Treasurer, and Executive Director shall initiate and/or implement the ordinary and reasonable daily business of the Foundation as prescribed in these Bylaws, and/or by authorized resolution of the Executive Committee and/or the Board. Acting individually or in concert, they shall have the authority to bind the Foundation by contract in the carrying on of such business, to the gross amount of twenty–five thousand dollars ($25,000.00), but subject to approval within forty-eight (48) hours by the Executive Committee. If deemed necessary and desirable, members of the Executive Committee may be polled by telephone to authorize such action.
Unless otherwise authorized to do so by the Board of Governors, the officers shall have no authority to bind the Foundation by contract relating to the extraordinary business of the Foundation, including, but not limited to, the execution of notes or deeds of trust; the transfer of funds; the purchase or sale of unusual supplies, equipment or property; or the disposition of property or devices not implied by the nature of the transaction as extraordinary.
ARTICLE X. FISCAL MANAGEMENT
Section 1. Inventories
The Executive Director or the Treasurer, whichever the Board directs, shall maintain a complete and current inventory of all fiscal and financial assets of the Foundation together with a current set of accounts reflecting all operating expenditures.
Section 2. Investments
The receipt, holding, transfer, accounting and custodianship of securities shall be in accordance with the provisions of these Bylaws, and with policies and procedures recommended by the Board in the proper receipt, holding, transferring, accounting and maintenance of securities; and this corporation, in the investment of such securities, shall not be limited to those investments by fiduciaries under the laws of the State of Arkansas or otherwise.
Section 3. Audit and Inspection
There shall be at least an annual audit of all books, records and transaction documents by an independent auditor or as directed by the Board. All records books and transactions shall be available for inspection by any voting member of the Board upon request.
Section 4. Business Policies
The policies and procedures approved by the Board which govern general and specific business operations, shall be placed in a policy manual independent of these Bylaws and maintained as current standing operating procedures.
ARTICLE XI. COMMITTEES
Section 1. General
The Foundation shall function through standing, ad hoc, and other committees. Committees shall be appointed annually by the Chairman of the Board subject to the approval of the Board. Members of each standing committee shall be selected from among voting members of the Board. The chairmen of standing committees may, with the approval of the Board Chairman and of a majority of members of the respective committees, invite non-Board members to assist their respective committees.
The chairman shall assure that the discussions and actions of their committees are properly recorded and promptly distributed to members of respective committees, to the Executive Committee and to the Board as appropriate. All committee action shall require a majority vote of the committee members present or by proxy and a quorum shall be a majority of the duly appointed committee membership.
Section 2a. Standing Committees
These committees shall initially include the Executive Committee and such other standing committees as the Board may from time to time create.
Section 2b. The Executive Committee
The committee shall have general responsibilities to exercise the power and authority of the Board between meetings of the Board, such actions to be reported and discussed at the next meeting of the Board. The committee shall have specific duties of general Foundation asset management, budget review and development of policies, procedures and programs to foster the Foundation growth.
The Executive Committee is comprised of the officers of the SAU Foundation Board of Governors and any other member deemed needed by the officers and/or Executive Director.
Section 3. Ad hoc Committee
From time to time the Chairman may appoint special, one-purpose, ad hoc committees for a limited but specified period of study or service.
Section 4. Removal
Those active members who are physically absent from three (3) consecutive meetings of the Board, without explanation satisfactory to the Board, will be deemed to have resigned.
Section 5. Compensation
The governors shall not receive compensation for their services as such, but may be reimbursed by the Foundation for any reasonable authorized expenses incurred by them in the performance of their duties as governors.
Section 6. Approvals – Elections
Officers and members of the Executive Committee shall be approved at the first meeting after July 1 each year. New governors may be elected at any regular or special meeting by the action of a majority of the voting members of the Board present or represented by proxy.
Section 7. Conflict of Interest
Where a governor may be related in any way to any firm or organization with which the Foundation may do or may consider doing business, that relationship shall be disclosed by the governor to the Board. Where his business or other relationship may be involved in a financial transaction, the transaction shall be made as a result of competitive bidding or other objective measure in the best interest of the Foundation; or, where price is not a factor, decisions shall be made only after discussion by the Board, as appropriate, and only where it is clear that no other source can equally well serve the Foundation. The governor concerned may properly participate in such discussions, may be counted in the quorum, but shall not vote on the final decision.
ARTICLE XII. GIFT POLICY
Section 1. Acceptance
All gifts shall be accepted subject to the approval or confirmation of the Board or of the Executive Committee. Such transfers of assets not considered ordinary shall be deferred until advance approval of the Board is obtained.
Section 2. Limit to Payouts
All gifts which require the payment of annuity amount or other charge from the funds or resources of the Foundation shall be made only from the income and/or principal of the transferred asset itself.
ARTICLE XIII. AMENDMENTS
These Bylaws may be altered, amended, repealed, or added to my majority vote of the Board then in office at any regular or special meeting of the Board.
ARTICLE XIV. FISCAL YEAR
The fiscal year of the Foundation shall be from July 1 through the following June 30.
ARTICLE XV. ROBERT’S RULES OF ORDER
Any procedure not specified or limited by these Bylaws shall be governed by Robert’s Rules of Order.
October 7, 2005
Modified: February 26, 2010 at 2:52 pm