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JAMES MADISON UNIVERSITY FOUNDATION, INC.

 

Harrisonburg, VA

 

 

BY-LAWS

 

Section I

 

Meetings

 

A.        The annual meeting of the Directors of the James Madison University Foundation, Inc., shall be held during the month of September or October upon call of the Chairman of the Board with thirty days notice to members.

(Amended April 27, 2005.)

 

B.         Special meetings of the Directors may be held at any time and place designated in the call for the special meeting by the Chairman, or any three (3) Directors, submitted to the Chairman in writing.

 

C.         The corporate secretary will provide all directors with notice, reasonable under the circumstances, of all special meetings.

(Amended April 25, 2012.)

 

D.        A quorum at any meeting of the Directors shall consist of a majority of all of the Directors then in office. A majority of such quorum shall decide any question which may come before the meeting and each Director shall be entitled to one (1) vote. No Director may vote by proxy.

 

Section II

 

Directors

 

A.        The number of Directors shall be between 10 and 20, as fixed by the Board from time to time. Two (2) of these shall be members of the James Madison University Alumni Association. 

(Amended April 27, 2011, April 25, 2012.)

 

B.         At each annual meeting, the Board of Directors shall elect directors to fill expiring terms.  Nominations shall be made to the Board of Directors by a nominating committee appointed by the Chairman. The term of office for Directors shall be three (3) years. No Director may serve more than four (4) successive three-year terms.

(Amended April 19, 1997, April 25, 2012.)

C.         Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

 

D.       1.   At the Annual Meeting, directors whose terms have expired and who are ineligible for re-election may be elected to Director Emeritus status.

           2. Emeritus Directors shall be allowed to attend meetings and participate in discussions, but shall have no vote.

 

E.         Directors are expected to attend meetings of the Board of Directors.  Should a Director be absent for two consecutive meetings, the Chairman of the board shall consult with him or her, and in the Chairman’s discretion, he may institute the proper process to remove the Director in accord with the Code of Virginia.

(Amended April 25, 2012.)

 

Section III

 

Officers

 

A.        Officers of the Corporation shall consist of a Chairman of the Board, Vice Chairman of the Board, President, Secretary, Chief Financial Officer and may include a Chief Operating Officer, an Executive Vice President, one or more Vice Presidents and an Assistant Secretary.

 

The officers shall be elected for one (1) year and shall hold office until their successors are elected and qualify, except that the President shall be appointed by the Executive Committee, for a term not to exceed three years, and be approved by the Board of Directors. Any person so appointed by the Executive Committee shall serve in the capacity until the next meeting of the Board at which time the Executive Committee action may be approved. The salary to be paid the President shall be determined at the time of appointment by the Executive Committee and subsequently approved by the Board of Directors.

(Amended April 25, 2012.)

 

B.         The Directors may appoint such other officers as they shall deem necessary, who shall have such authority and shall perform such duties as from time to time may be prescribed by the Directors.

 

C.         No administrative officer of the University shall be eligible for election to the office of Chairman or Vice Chairman of the Corporation.

 

 

 

             D.       The duties of the officers shall be as follows:

 

1.         The Chairman shall preside over all meetings of the Foundation and shall advise and consult with the other officers of the Foundation to such extent as he deems advisable.

 

2.         The Vice Chairman shall have full authority to act for the Chairman in his absence or incapacity.

 

3.         The President shall be responsible for the general, day-to-day management of the affairs of the Foundation and shall exercise such authority to accept gifts, collect revenues, and make expenditures as may be delegated to him by the Board of Directors or the Executive Committee. He shall maintain and manage the Foundations activities as may be required by the Board of Directors.

 

4.         The Executive Vice President has authority to act for the President in his absence. He should perform such duties as required by the President.

 

5.         The Chief Financial Officer shall audit all receipts and vouchers for payment made to and vouchers and checks made by the Foundation. He shall give to the Board of Directors an account and statement of all his transactions at each annual meeting of said Board and at such other times as said Board may from time to time determine. He shall at all reasonable times exhibit his books and accounts to any Director of the Foundation and shall perform all duties to that office subject to the control of the Board of Directors.

 

6.         The duties of the office of Secretary shall be to keep the minutes of all meetings of the Board of Directors and the Executive Committee in a book provided for that purpose; attend to the giving and serving of all notices required by the By-Laws of the Foundation; and to perform all duties incident to the office subject to the control of the Board of Directors. In the event of a vacancy in the office of Secretary, the duties of that office shall be discharged by the President of the Foundation until such time as the Board of Directors shall see fit to appoint someone to this position.

 

7.         The Chief Operating Officer shall be responsible for general, day-to-day supervision of the operation of the Foundation under the direction and control of the President and the Board of Directors.

                        (Amended April 25, 2012.)

 

 

Section IV

 

Order Of Business

 

A.        The Directors may, from time to time, determine the Order of Business at their meetings. The normal order of business at a meeting shall be as follows:

 

            1.        Roll call, quorum being present.

 

            2.        Reading of the minutes of the preceding meeting and action thereon.

 

            3.        Report of officers.

 

            4.        Report of committees.

 

            5.        Election of officers.

 

            6.        Unfinished business.

 

            7.        New business.

 

B.         At all meetings of the Directors, the Chairman, or in his absence, the Vice

Chairman, or in the absence of both the Chairman and Vice Chairman of the Corporation, a

Chairman chosen by the Directors present shall preside. In the absence of the Secretary, the

Chairman shall appoint a secretary for the meeting.

 

Section V

 

Committees

 

A.        The Chairman, Vice Chairman, President, Chief Operating Officer, Executive Vice President, Vice President, Chief Financial Officer and the Chair of each standing committee shall constitute an Executive Committee of the Board. The Executive Committee shall be empowered to act on behalf of the Board of Directors where it may be necessary that action be taken before the next regular or special meeting of the Board will or may be convened. All such action shall be reported to the Board at its next meeting for its information and action.

(Amended April 27, 2011, April 25, 2012.)

 

B.           The Board of Directors may create such committees from time to time as it may deem proper.

(Amended April 25, 2012.)

 

 

C.         The Chairman of the Board shall designate the Chair of each committee.

(Amended April 28, 2001.)

 

 

Section VI

 

Bank Accounts, Checks, and Notes

 

Bank accounts may be opened by authority of the Directors. All checks and/or notes given by the Corporation in the course of business shall be signed by any two (2) of the officers. The Board shall authorize the officers of the Foundation to borrow money and to execute notes or bonds therefor.

(Amended April 25, 2012.)

Section VII

 

Liability for James Madison University Foundation Actions

 

The James Madison University Foundation, Inc. is an independent corporation which serves the mission and goals of James Madison University. The University is not liable, and will not be held out by the Foundation as liable, for any of the Foundation’s contracts, torts, or other act or omissions, or those of the Foundation’s Directors, Officers, staff, or activity participants.

 

Section VIII

 

Corporate Seal

 

The corporate seal of this Corporation shall consist of two (2) concentric circles around the inner edge of which shall be engraved the words James Madison University Foundation, Inc., Harrisonburg, Virginia and across the center thereof the word SEAL and the figure 1969. (Amended April 25, 2012.)

 

Section IX

 

Amendments

 

The By-Laws may be altered, amended and repealed by a majority vote of the whole number of Directors at any annual meeting of the Directors, or at any special meeting, when notice of proposed amendment or repeal has been given in the notice calling said special meeting of the Directors.