BYLAWS GEORGIA SOUTHERN UNIVERSITY FOUNDATION, INC. November 3, 2012

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1 1 BYLAWS GEORGIA SOUTHERN UNIVERSITY FOUNDATION, INC. November 3, 2012 ARTICLE I MISSION STATEMENT 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 elected members and a maximum of five voting, ex-officio members as follows: 1. President, Georgia Southern University 2. Vice President, Business and Finance, Georgia Southern University 3. Vice President, University Advancement, Georgia Southern University and President, Georgia Southern University Foundation, Inc. 4. President, Georgia Southern University Alumni Association 5. Chair, Athletic Foundation, Inc. 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 for one additional and consecutive term. The Chair, Chair-Elect, and Vice Chair will be allowed to serve out their officers positions when their natural term expires. 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Board who shall have been absent from the meetings of the Board for three (3) consecutive meetings shall be considered withdrawn from the membership unless excused by the Executive Committee.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. An additional meeting will generally be held in spring 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.

2 2 ARTICLE III EMERITUS STATUS When a member of the Board of Trustees leaves or retires from the Board, the Trustee will be considered for emeritus status by the Membership Committee providing the Trustee meets the following requirements: The Trustee has served the Foundation for 10 years, participated in fund-raising activities on behalf of the University, personally made financial contributions to the Foundation and maintained an attendance of at least 60%. The Membership Committee will consider, for either Trustee Emeritus status or Chair Emeritus, as appropriate, under the criteria set forth in said Article III, those Trustees who have left or retired from the Board since the effective date of the current Article III (September 10, 2011). Upon approval by the Membership Committee, the retiring Trustee will be offered emeritus status and, upon acceptance by the former Trustee, the decision to grant emeritus status will go to the full board for approval. A. Trustee Emeritus. This status is available for former Trustees who meet the above standards. Persons designated as Trustee Emeritus 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. B. Chair Emeritus. This status is available to those who meet the above standards, who have provided significant organizational leadership to the Foundation, and who have served the Foundation as Chair. Those persons designated as Chair Emeritus 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. Apart from the President, 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

3 3 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 and Vice President for University Advancement of Georgia Southern University; 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; the President of the Georgia Southern Alumni Association; the Chair of the Athletic Foundation, 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.

4 4 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 seek Board member interest and 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 Foundation President and 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 detailed annual budget proposals for presentation to the Board of Trustees. 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. It shall develop and help administer with the Chair and President of the Foundation a summer program of orientation for newly elected Trustees prior to their first full Board Meeting in the fall. 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 may adopt a Board Member Position Description, which, if approved by the Executive Committee, shall set forth the policy expectations and requirements for Trustee Membership. The Committee shall submit to the Board nominations for the following offices: Chair, Chair-Elect, Vice Chair, 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 Committees shall consist of a minimum of seven members, whose responsibilities shall be to provide leadership for resource development. The Committees shall work in concert with and support of the President of the Foundation and Vice President for University Advancement in planning and implementing effective programs in the following areas: major and leadership gifts, annual giving, planned giving and

5 5 corporations/foundations. The Committees 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 Chairs, 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. The Audit 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. ARTICLE VIII CONFLICTS OF INTEREST 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. ARTICLE IX OPEN MEETINGS AND RECORDS All Foundation meetings shall be conducted in an open and responsible manner, consistent with the laws of the State of Georgia. ARTICLE X 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.

6 6 ARTICLE XI GEORGIA SOUTHERN UNIVERSITY AND FOUNDATION INTERACTION AND RELATIONSHIPS 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. ARTICLE XIII 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.