SOUTHERN ARKANSAS UNIVERSITY FOUNDATION, INC.
The Southern Arkansas University Foundation, Inc. was established as an Arkansas, non-profit corporation by a Certificate of Incorporation issued by the Arkansas Secretary of State dated January 7, 1981. The Corporation was operated under the original by-laws until the Southern Arkansas University Foundation Board of Governors elected to establish a new set of by-laws by repealing the original set and all amendments thereto as of November 6, 2015. The Board’s intent is that the replacement by-laws will be followed and controlling in the management and operation of the Southern Arkansas University Foundation, Inc. from November 6, 2015 forward.
Definitions and Abbreviations
“Board” means the Southern Arkansas University Foundation Board of Governors.
“Chair” means the head or principal officer of the Board of Governors.
“Foundation” refers to the Southern Arkansas University Foundation, Inc.
“SAU” refers to Southern Arkansas University.
“SAUF” refers to the Southern Arkansas University Foundation, Inc.
“Trustee” refers to the Chair of the Southern Arkansas University Board of Trustees.
“University” refers to Southern Arkansas University.
“Voting governor” refers to a person on the SAUF Board who is authorized to vote.
ARTICLE I. PURPOSES
The sole purpose and object for which SAUF has been established is to aid, strengthen and further in every proper and useful way the work and services of SAU, and to develop and utilize the ties of interest and affection existing between SAU and its alumni and friends throughout the state, nation and world.
In particular, the SAUF is to manage the private funds and resources on behalf of SAU to be used exclusively in furthering the literary, scientific and educational purposes of the University within the meaning and in compliance with Section 501(c)(3) of the Internal Revenue Code of 1986. SAUF will also assist in the raising of funds and related stewardship.
ARTICLE II. POWERS
In cooperation with SAU and in furtherance of its chartered purposes, the SAUF 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 a 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 Governors, 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 corporation at that time, and which may be necessary or incidental to the furtherance of the purposes of this corporation.
ARTICLE III. LOCATION
The Corporation’s principal office shall be in Magnolia, Arkansas with a mailing address of:
100 East University
Magnolia, AR 71753-2181
ARTICLE IV. BOARD OF GOVERNORS
SECTION 1. Powers and Duties of Governors. There shall be a Board of Governors which shall hold, supervise and manage the corporate assets for the benefit of Southern Arkansas University.
SECTION 2. Number and Tenure of Governors. The Board of Governors shall be composed of no less than nine (9) and no more than twenty-five (25) individual members. Governors shall serve a term of three (3) years and may serve two (2) such consecutive terms before vacating the position for one (1) year when they shall again become eligible for election as a governor.
In the event a duly elected governor dies, resigns, or otherwise no longer serves, leaving an unfinished term, the Chair may, with Board approval, appoint a replacement to serve the balance of the remaining term. Serving a replacement term shall not be considered one of the two consecutive terms of the elected Governor.
SECTION 3. Governor Membership Classification. Governor memberships and number shall be classified as follows:
Regular Nine to twenty-four (9 to 24) in number with full voting rights.
Trustee One (1) in number, reserved for the then serving Chair of the SAU Board of Trustees. This position has voting rights as a Governor, but no committee service responsibilities nor any committee voting rights.
Honorary Variable in number for those whose position or personal status may reflect favorably on the SAUF. The honorary membership has no voting rights.
Emeritus Variable in number for those who have previously served as governor, but now desire to limit their service. The emeriti membership has no voting rights.
Ex-Officio Persons who serve the University in an administrative capacity or with an institutionally-related organization, with five(5) such officials designated as:
- SAU President, if unavailable can send a representative
- SAU Legal Counsel
- SAU Vice President of Finance
- SAU Development Office Representative
- SAU Alumni Association Chair or other designated Alumni Association Board member
Any additional representatives associated with Ex-Officio positions must be specifically approved by the Board. The Ex-Officio membership has no voting rights.
SECTION 4. Governor Election. The Chair shall appoint no less than three (3) nor more than five (5) Governors for service on a membership committee charged with selecting candidates for the position(s) of Governor. The Membership Committee will follow the Membership Selection Policy and Procedures.
The Governor(s) elected will begin their formal service at the first annual meeting following their election.
Governor terms shall be staggered over a three (3) year period with approximately one- third of the terms expiring each year.
SECTION 5. Resignation and Removal. Any Governor may resign at any time by giving written notice to the Chair. Such resignation shall take effect at the time specified or, if no time is specified, at the time of acceptance as determined by the Chair.
Any Governor may be removed finding that the governor committed some act or engaged in some behavior detrimental to the best interest of SAUF or SAU, by a majority vote of the then serving Governors at any regular or special meeting.
Board members who fail to attend three (3) consecutive regular meetings for no valid reason as determined by the Chair, following a personal hearing on the matter, may be removed from the Board following a majority vote by the Board approving such removal.
SECTION 6. Governor’s Familial Relationship. No family member of a Trustee serving on the SAU Board of Trustees may serve as Governor during the Trustee’s term of service. No person may be nominated for Governor who is an immediate family member or spouse of any then- serving Governor.
SECTION 7. Governor Orientation Class. Recently elected Governors shall attend a special Governor’s class taught by the SAUF Executive Director. The class is designed to familiarize the recently elected Governors with the scope, duties and obligations of service as a SAUF Governor.
SECTION 8. Expense Recovery. Governors shall receive no compensation for their services. However, they may receive reimbursement for their reasonable and authorized expenses incurred in the performance of their duties as Governor. All such expense claims must be supported by proper invoices or expense statements.
SECTION 9. Conflict of Interest. Where a Governor may be related in any significant way, including both financial and personal relationships, with an individual, business, corporation, or institution in which the SAUF is or may be considering doing business with, any such relationship must be fully disclosed by the Governor at a Board meeting. The Board must review any facts disclosed and decide if the proposed action or involvement with the Governor is in the best interest of the Foundation, after considering available alternatives. The Governor involved shall be entitled to a full hearing to explain his/her involvement and any reasons why the proposal or engagement is in the best interest of SAUF. Approval of any such proposal shall require Board approval by majority vote, including proxies, with the interested Governor abstaining from any vote.
SECTION 10. Fiduciary Capacity. Each member of the Board shall serve in a fiduciary capacity, and shall exercise his or her powers in such a manner as not to disqualify any gift from deduction as a charitable contribution, gift or bequest, and not disqualify the corporation from Federal income exemption as a charitable organization under the term as defined in Section 501(c)(3) of the Internal Revenue Code of 1986.
SECTION 11. General Governor Standards. A Governor shall discharge his or her duties as a Governor, including duties as a member of any committee, if he or she acts: (1) in good faith, (2) with ordinary care as a like person would do under similar circumstance, and (3) in a manner the Governor believes to be in the best interest of the Foundation.
SECTION 12. Indemnification. The SAUF shall indemnify any Governor who was or is a party or is threatened to be made a party to any pending action, suit, or proceeding, whether civil or criminal by reason of the fact he or she is or was a Governor of the SAUF, against expenses, including attorney fees, judgments, fines and amounts paid in settlement and reasonably incurred by him/her in connection with such suit or proceeding if he/she acted in good faith and without legal fault in a manner he/she reasonably believed to be in or not opposed to the best interest of the SAUF.
ARTICLE V. COMMITTEES
SECTION 1. General. The SAUF will utilize both standing and ad hoc committees. Members shall be appointed by the Chair from among full voting members of the Board. A Committee Chair shall be appointed by the Board Chair. The Committee Chair shall see that committee actions and discussions are recorded and made available through reports or written minutes. All committee action shall require a majority vote of the committee members present or by proxy. A quorum shall be a majority of the duly appointed membership.
Committee member tenure shall be for one (1) year with re-appointment permitted.
SECTION 2. Standing Committee. Committee designated by Board as such, usually with ongoing responsibility and long term service.
SECTION 3. Ad Hoc Committees. Committee designated by Board as such usually with limited objective and short period of service.
SECTION 4. Executive Committee. The Executive Committee shall be composed of the Chair, Vice-Chair, Secretary and Treasurer, three Governors selected by the Chair. The SAU President will be a nonvoting member of the Executive Committee. The Executive Committee shall have the responsibility to exercise the power and authority exercised by the Board between meetings of the Board.
The Secretary or his/her designee in the Secretary’s absence, shall prepare minutes of any Executive Committee actions and make such minutes available at the next regular Board meeting. Upon approval of the minutes by the Board, any action taken shall be deemed an act of the Board.
ARTICLE VI. MEETINGS
SECTION 1. Regular Meetings. The Board shall hold four (4) regular meetings during the corporate year, with the first such meeting following July 1 of each year designated as the annual meeting. Meetings will typically be held in Magnolia on the SAU campus, but may be held at other locations upon Board approval.
SECTION 2. Special Meetings. Special meetings of the Board may be called by the Chair if joined by at least six (6) Board members in support of the special meeting. A special meeting may also be called by any six (6) Governors requesting such a meeting, without the need for the Chair’s endorsement. The specific reason and need for the special meeting must be included in any special meeting notice.
SECTION 3. Notice. The time, date and location of any meeting of the Board or SAUF committee shall be given with a minimum of ten (10) days prior written or electronic notice given to each Governor. Means of notice delivery may include personal delivery supported by an affidavit of delivery by another Governor or SAU staff member; by use of first class or registered mail; by facsimile or by electronic mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, properly addressed with postage prepaid. If notice be given by facsimile or electronic mail, such notice shall be deemed delivered when the proof of transmittal is received by the sender.
Any Governor or other recipient entitled to service or mailing, may waive notice of any meeting. The waiver must be in writing, signed by the party entitled to notice, and filed with the Corporate minutes. A Governor’s actual attendance at or participation in a meeting waives any required notice unless the Governor, upon arriving but prior to his/her participation, objects on the basis of no proper notice and does not thereafter vote or assent to any action.
SECTION 4. Quorum. A quorum for all committees and the Board shall require a majority of the Governors serving on that committee, either by actual vote or by proxy. A quorum for the Board shall require a majority of the Governors serving on the Board at the time of any Board vote, either by actual vote or by proxy.
SECTION 5. Manner of Acting. The act of the majority of the Governors present at a duly called meeting and where a quorum is present shall be the act of the Board.
SECTION 6. Teleconference Meeting. Any one or more Governors may participate in a meeting of the Board of Governors or a recognized and duly formed committee by means of telephone or internet or similar telecommunication device, which allows all persons participating in the meeting to hear each other. Participation by teleconference shall be equivalent to presence in person at the meeting for purposes of determining if a quorum is present. Where a quorum is present and all participants can hear all the proceedings, a vote may be taken and such vote shall be binding upon the participants, including proxies.
SECTION 7. Action Without Meeting. Any action that requires Board approval may be taken without an actual Board meeting if the action to be taken is evidenced by a written consent and approval fully describing the action, and where such consent is signed by the required number of Governors that constitutes a quorum for such action, including proxies, and the written consent is included in the minutes filed in the corporate records. Action taken under this section is effective when the last required Governor signs the consent, unless the consent specifies a different effective date.
A Governor’s consent delivered by facsimile or by e-mail, shall constitute a valid consent under this section even though not actually bearing a Governor’s written signature. All such electronic communications shall be retained by the Secretary as proof of voting.
ARTICLE VII. OFFICERS
SECTION 1. Number and Selection. There shall be four (4) officers, including a Chair, a Vice- Chair, a Secretary and a Treasurer. The Membership Committee, composed of no less than three (3) nor more than five (5) Governors appointed by the Chair, shall select a proposed slate of officers for the four (4) positions, and submit the slate to the Board for approval or rejection on or before the last meeting date of the fiscal year. If approved, the four officers shall take office at the annual meeting first following their election. If the slate is rejected, the selection process shall begin again until a slate is accepted.
The four officers shall be the principal officers and serve one-year terms. The Chair may serve no more than three (3) successive terms. There shall be no limit to the terms served by the Vice-Chair, Secretary or Treasurer.
Additional officers may be added by the Board if deemed necessary; however, no two offices shall be held simultaneously by the same party.
SECTION 2. Removal and Resignation. Any officer may be removed from office finding that the governor committed some act or engaged in some behavior detrimental to the best interest of SAUF or SAU, by a majority vote of the Governors authorized to vote, including any proxy.
Any officer may resign at any time by giving written notice to the Chair. Such resignations shall take effect at the time specified in the notice, or if no time is given, then immediately.
SECTION 3. Vacancy. A vacancy in any office due to death, resignation, removal or otherwise may be filled by the Chair upon Board approval.
SECTION 4. Chair. The Chair shall be the chief executive officer who shall preside at all meetings unless absent, when the Vice-Chair shall preside. The Chair shall appoint all committees subject to Board approval, serve as Chair of the Executive Committee, and ex- officio of all other committees.
SECTION 5. Vice-Chair. The Vice-Chair shall assume the duties of the Chair in the Chair’s absence, or upon the Chair’s request. In addition, the Vice-Chair shall, in the Chair’s absence, be authorized to perform all duties assigned by or to the Chair.
SECTION 6. Secretary. The Secretary shall oversee the issuance of meeting notices, compile minutes of committee and Board meetings, maintain mailing lists and contact information for all Governors, correspond on behalf of the Board, and perform all other duties as may be assigned by the Chair.
SECTION 7. Treasurer. The Treasurer shall oversee the keeping of the financial records, assist with providing financial reports for quarterly Board meetings, maintain an inventory of Foundation assets, and a current set of accounting records reflecting income and expenses. The Treasurer shall be the Chair of the Investment Management Committee.
ARTICLE VIII. EXECUTIVE DIRECTOR
An Executive Director may be selected from applicants recommended by a five(5) to seven(7) member selection committee comprised of the SAU President, the Chair, one member from the office of SAU Development, and the additional members selected in equal numbers by the SAU President and the Chair. All decisions regarding employment shall be made jointly by the Chair and the SAU President or his representative.
The Executive Director shall be the primary operating officer for the SAUF. His/her duties shall include: preparation of agreements involving Board business, correspondence on behalf of the Board, contact with donors for Foundation or related business, coordinating with the Treasurer and Secretary and assisting both officers in the performance of their duties, particularly in the area of accounting. In addition, the Executive Director will develop and maintain an organized system for filing the various policy statements adopted by SAUF that remain relevant to the current SAUF operation. The Executive Director shall also be responsible for preparation of an annual budget for the SAUF.
ARTICLE IX. MISCELLANEOUS PROVISIONS
SECTION 1. Contracts, Loans. No contract, loan or other debt obligation may be created by any member of the SAUF Board, staff or agent, unless the document creating the obligation has first been authorized by the Board.
SECTION 2. Acceptance of Gifts. All gifts to SAUF shall be accepted subject to the SAUF Gift Acceptance Policy.
SECTION 3. Annual Audit. There shall be an annual audit of all SAUF books, financial records and transaction documents by an independent auditor, with any such audit report made available for review by any Governor.
SECTION 4. Fiscal Year. The fiscal year of the SAUF shall be from July 1 through the following June 30. The accounting financial statements and donor recognition shall be on a calendar year basis.
SECTION 5. Amendments. These by-laws may be altered, amended, repealed in whole or part, by majority vote of the Governors, including proxies, at any regular or special meeting of the Board.
SECTION 6. Bylaw Review. These by-laws shall be reviewed periodically, but no less often than every five (5) years, by a special committee appointed by the Chair with the purpose of making recommendations to the Board regarding any needed changes, amendments, revocations or revisions, in whole or in part, to the by-laws.
SECTION 7. Memorandum of Understanding. SAU and SAUF will conduct their respective business and affairs under a Memorandum of Understanding. This Memorandum of Understanding will be reviewed and updated at least annually.
SECTION 8. Robert’s Rules of Order. The SAUF proceedings shall be conducted in compliance with Robert’s Rules of Order.
SECTION 9. Political Action Barred. The SAUF shall not engage in or actively support any political activity in support of a political candidate or cause.
SECTION 10. By-law Enforcement. Compliance with the by-laws shall be the duty of all Governors and SAUF staff. Any Governor who believes a proposed Board action, or the act of any Governor is or will constitute a violation of these by-laws, shall advise the Chair and request a ruling regarding the possible violation(s). The Chair shall investigate the matter and issue a ruling. The parties may accept the Chair’s ruling or request a hearing before a duly called meeting of the Executive Committee whose ruling in the matter shall be final.
REVISED: April 24, 2018