By-Laws
for
The Foundation for the
LSU Health Sciences Center
ARTICLE 1.
NAME
1.1 The name of this corporation is The Foundation for the LSU Health Sciences Center, a Louisiana non-profit corporation, (“Corporation”).
ARTICLE 2.
OFFICES AND PURPOSES
2.1 The principal office shall be located at 2000 Tulane Avenue, New Orleans, Louisiana 70112.
2.2 The Corporation may have offices at such other places as the Board of Directors may from time to time determine or the business of the Corporation may require.
2.3 The purposes of the Corporation shall be those as set forth in Article IV of the Articles of Incorporation.
3.1 The voting members of the Corporation shall be only those Directors duly elected under the terms of these By-Laws and serving from time to time.
ARTICLE 4.
NON-VOTING MEMBERS
4.1 The Corporation may have several classes of non-voting members, as provided in the Articles of Incorporation. The following may be denominated non-voting members:
a. Directors Emeritus.
b. Ex-Officio Members.
c. Honorary Board Members.
4.2 The voting members may specify other classes of non-voting membership from time to time.
ARTICLE 5.
DIRECTOR EMERITUS
5.1 The voting members may appoint those former Board members to Director Emeritus status who have served in good faith, distinction or as deemed appropriate by a simple majority vote of the voting members.
ARTICLE 6.
EX-OFFICIO MEMBERS
6.1 Ex-Officio Members shall consist of the persons then serving as the President of the LSU System, the Chancellor of the LSU Health Sciences Center in New Orleans, the Vice Chancellor for Academic Affairs, the Vice Chancellor for Administration and Finance, the Vice Chancellor for Clinical Affairs, the President/Chief Executive Officer of the Corporation, the Deans of the professional schools of the LSU Health Sciences Center New Orleans, and the Presidents of the alumni associations for the professional schools of the LSU Health Sciences Center in New Orleans.
ARTICLE 7.
HONORARY MEMBERS
7.1 The voting members may appoint Honorary Membership status to those individuals who have served the LSU Health Sciences Center in good faith, distinction or as deemed appropriate by a simple majority vote of the voting members.
ARTICLE 8.
BOARD OF DIRECTORS
8.1 All of the corporate powers shall be vested in and the business and affairs of the Corporation shall be managed by a Board of Directors according to the articles as set forth in these By-Laws and as provided in the Articles of Incorporation.
8.2 The Board of Directors shall consist of not more than thirty (30) voting members, at least seven (7) of whom shall be residents of the State of Louisiana who are also alumni of the Louisiana State University School of Medicine in New Orleans (“Alumni Directors”). There shall be no such restrictions on the remaining voting members (“At-Large Directors”). The Board of Directors shall also consist of those non-voting members as appointed by the voting members from time to time and those that serve in accordance with these By-Laws (i.e., Ex-Officio Members.)
8.3 All members shall be elected or appointed by the Board of Directors then serving.
8.4 The term of all members, beginning on July 1, 1993, shall be two (2) years.
8.5 The regular term of each member of the Board of Directors shall commence on July 1. If any voting member ceases to serve for any reason during his term, the Board of Directors shall choose a successor to serve the balance of his term. If any non-voting member ceases to serve for any reason during his term, the Board of Directors may choose a successor to serve the balance of his term.
8.6 Members of the Board of Directors shall serve without compensation, but they may be reimbursed by the Corporation for all legitimate and necessary expenses incurred by attendance at regular or special meetings of the Board of Directors or committee meetings, or incident to the performance of any proper function or duty authorized by the Board of Directors. Members who are employees of the Corporation may be compensated.
8.7 The Board of Directors shall fix the policies of the Corporation, in particular, those governing the solicitation of funds for any accounts held by the Corporation and shall oversee the investment and disbursement of all funds held by the Corporation.
8.8 The Board of Directors is responsible for overall policy and direction of the Corporation and delegates responsibility for day-to-day operations to the President/Chief Executive Officer of the Corporation and shall make rules and regulations for the guidance of the Officers of the Board of Directors.
8.9 The Board of Directors shall have the authority to appoint and remove all officers of the Board of Directors, voting and non-voting members of the Board of Directors and all agents of the Corporation according to the articles as set forth in these By-Laws and based on recommendations of the Executive Committee, the Board’s Chairman or such specially appointed committee by the Chairman. The President/Chief Executive Officer is the only employee of the Corporation the Board of Directors has the authority to remove.
8.10 The Board of Directors shall prescribe the duties of the President/Chief Executive Officer and fix compensation for same based on the recommendations of the Executive Committee, the Board’s Chairman or such specially appointed committee as appointed by the Chairman. In matters determining the compensation of the President/Chief Executive Officer, the President/Chief Executive Officer shall be excluded from these meetings at the request of the Chairman.
8.11 The election or re-election procedure of voting members of the Board of Directors shall be recommended by the Nominating Committee in accordance with Robert’s Rules of Order, 10th Edition, Section 46, or the corresponding provisions in the latest edition. A simple majority vote by the voting members of the Board of Directors present at a duly called meeting at which a quorum is obtained shall be required to elect or re-elect a voting member.
8.12 A nomination for non-voting Board membership and appointed advisors may be made by a voting member. A simple majority vote by the voting members of the Board of Directors present at a duly called meeting at which a quorum is obtained shall be required to appoint a non-voting member or advisor.
8.13 A member may resign at any time upon written notice to the Chairman or Secretary of the Board of Directors. Unless otherwise specified in the notice, the resignation shall take effect upon receipt. The acceptance of a resignation shall not be necessary to make it effective.
ARTICLE 9.
OFFICERS OF THE BOARD OF DIRECTORS
9.1 Officers of the Board of Directors; i.e., “Director Officers,” shall be a Chairman, Vice-Chairman, Secretary, and Treasurer. Nominations for Director Officers shall be made by the Nominating Committee to the Board of Directors. A simple majority vote by the voting members of the Board of Directors present at a duly called meeting at which a quorum is obtained in accordance with these By-Laws is required to elect these officers. Any two offices may be held by one person, provided that no person holding more than one office may sign, in more than one capacity, any certificate or other instrument required by law to be signed by two officers.
9.2 To be eligible for the office of Chairman, Vice-Chairman, Secretary and Treasurer, a person must be a voting member of the Board of Directors. To be eligible for any other office, a person need not be a voting member of the Board of Directors. A committee officer or committee member who is not a voting member of the Board of Directors may vote at committee meetings at which he serves as officer or member.
9.3 The Board of Directors may appoint such other officers as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
9.4 The Officers of the Board of Directors (i.e., Chairman, Vice-Chairman, Chief Investment Officer, Secretary and Treasurer) shall hold office at the pleasure of the Board of Directors for a term of one (1) year, with terms that begin July, 2004. The term of each officer shall commence on July 1. A person holding the office of Chairman, Vice-Chairman, Chief Investment Officer, Secretary or Treasurer may serve consecutive terms.
ARTICLE 10.
DIRECTOR OFFICERS
10.1 The Chairman of the Board of Directors shall, when present, preside at all meetings of the Board of Directors and shall have such powers and perform such other duties as may from time to time be prescribed by the Board of Directors. He may sign, with the President/Chief Executive Officer or Secretary or any other proper officer of the Corporation authorized by the Board of Directors, contracts or instruments that the Board of Directors have authorized to be executed.
10.2 If the Chairman ceases to serve for any reason during his term, the Vice-Chairman shall succeed to the office of the Chairman and shall serve until such time as a new Chairman can be elected at a full board meeting.
10.3 The Immediate Past-Chairman shall serve as an advisor to the Chairman and other officers and as a voting member of the Executive Committee and the Board of Directors.
10.4 The Vice-Chairman shall perform such duties as the Chairman, or in his absence, the Board of Directors shall prescribe from time to time. In the absence or disability of the Chairman, the Board will designate the Vice-Chairman to perform the duties and exercise powers of the Chairman until such time as a new Chairman can be elected at a full board meeting.
10.5 The Secretary shall attend all meetings of the Board of Directors and shall have custody of the corporate minutes and records. The Secretary shall record the minutes of all Board of Directors’ meetings in a book to be kept for that purpose. He shall give, or cause to be given, all notices provided in these By-Laws and shall perform such other and further duties as may be provided by the Board of Directors. When necessary, he shall sign, with the Chairman or President/Chief Executive Officer, any contracts or other documents on behalf of the Corporation.
10.6 The Treasurer shall be the principle financial officer of the Corporation, and shall be responsible to generally oversee the business and financial affairs of the Corporation in conjunction with the President/Chief Executive Officer and the Chief Financial Officer. At each regular meeting of the Board of Directors and at such other times as the Board of Directors may require, the Treasurer, or at his request, the President/Chief Executive Officer, shall render a report giving an account of all transactions and disclose the financial condition of the Corporation. The Treasurer shall furnish a corporate surety bond in favor of the Corporation in such amount as the Board of Directors may from time to time by resolution determine and require. The premium on any such surety bond shall be paid by the Corporation.
10.7 The Chief Investment Officer is the Chairman of the Investment Committee and shall be the principle investment officer of the Corporation. He shall be responsible for overseeing the investment policies and strategy for the Corporation's assets in conjunction with the President/Chief Executive Officer, the Chief Financial Officer, and the Corporation's outside brokerage agent(s). At each regular meeting of the Board of Directors and at such other times as the Board of Directors may require, the Chief Investment Officer, or at his request, the President/Chief Executive Officer, shall render a report disclosing the investment condition of the Corporation's assets.
10.8 If any officer of the Board of Directors other than the Chairman ceases to serve for any reason during his term, the Board of Directors shall choose a successor to serve the balance of his term.
ARTICLE 11.
REMOVAL OF BOARD MEMBERS AND
OFFICERS OF THE BOARD OF DIRECTORS
11.1 The Board of Directors, by a two-thirds majority vote of the voting members present at any regular or special meeting called for the purpose at which a quorum is obtained, and with at least two business days’ notice, may remove from board membership any one or more of the members, notwithstanding that his or their terms of membership may not have expired.
11.2 Any one or more Officers of the Board of Directors may be removed from office by a simple majority vote of the voting members present at any regular or special meeting called for the purpose at which a quorum is obtained, and with at least two business days’ notice, notwithstanding that his or their terms of office may not have expired.
ARTICLE 12.
MEETINGS OF THE BOARD
12.1 The meetings of the Board of Directors may be held at the principal office of the Corporation or such other place within or without the State of Louisiana as a simple majority of the Board of Directors may from time to time decide or as may be fixed in the call of the meeting.
12.2 Regular meetings of the Board of Directors shall be held at least annually, upon five (5) days’ written notice from the Chairman or the Secretary to all members. Members present at any regular or special meeting shall be deemed to have received due, or to have waived, notice thereof.
12.3 Special meetings of the Board of Directors may be called by the Chairman on two (2) days’ notice given to each member, either personally or by telephone, land mail, (i.e., “snail mail”), email, or telegram. Special meetings shall be called by the Chairman or Secretary in like manner and on like notice on the written request of two (2) members and if the Chairman and Secretary fail or refuse, or are unable to call a meeting when requested by any two (2) members, then the two (2) members may call the meeting on two (2) days’ written notice given to each member.
12.4 The presence of fifty-one (51%) percent (rounded up) of the voting members shall be necessary to constitute a quorum for the transaction of business, and except as otherwise provided by law, the acts of a simple majority of the voting members present at a meeting at which a quorum is obtained shall be the acts of the Board of Directors.
12.5 At the discretion of the Chairman or Committee Chairman, a quorum may be obtained through electronic means where a quorum would not otherwise be present, provided that all members are capable of hearing or being heard by all other members.
12.6 If a quorum is obtained when the meeting is convened, the members present may continue to do business, taking action by vote of a simple majority of the quorum as fixed in this Article hereof, until adjournment, notwithstanding the withdrawal of enough voting members to leave less than a quorum as fixed in this Article hereof or the refusal of any voting member present to vote.
12.7 When not in conflict with the Articles of Incorporation or By-Laws of the Corporation, Robert’s Rules of Order (latest edition) shall constitute the rules of parliamentary procedure applicable to meetings of the Board of Directors.
ARTICLE 13.
COMMITTEES OF THE BOARD
13.1 Standing Committees. There shall be five (5) Standing Committees of the Corporation: the Executive Committee, the Nominating Committee, the Finance Committee, the Gift Acceptance Committee and the Investment Committee as defined in these By-Laws. These committees stand in perpetuity. At least a simple majority of each Standing Committee must be comprised of voting members of the Board of Directors (rounded up).
13.2 Ad Hoc Committees. The Board of Directors may appoint one or more Ad Hoc Committees for the purpose of delegating tasks of the Corporation and its management from time to time. These committees at the discretion of the Board of Directors may either stand in perpetuity or as long as necessary in order to complete those tasks assigned by the Board of Directors. The Board of Directors may decide in its discretion to terminate in perpetuity ad hoc committees. Ad hoc committees are further defined below in this Article. At least a simple majority of each Ad Hoc Committee must be comprised of voting members of the Board of Directors (rounded up).
13.3 All committees report to the Board of Directors and/or the Executive Committee. All committee members are to be elected by the Board of Directors of this Corporation by a simple majority vote of the voting members of the Board of Directors at a duly called meeting at which a quorum is obtained in accordance with these By-Laws.
13.4 The Chairman of the Board shall recommend all committees and all committee members, except the Executive Committee which is defined herein. The Chairman shall be an ex officio member of all committees except the Nominating Committee. This ex officio membership grants to the Chairman the right, but not the obligation to participate in the proceedings of the committees, and he is not counted in determining the number required for a quorum or whether a quorum is present at a meeting.
13.5 The Board of Directors may, upon recommendation of the Chairman or any Board member, designate one or more Ad Hoc committees, each committee to consist of two (2) or more of the members of the Corporation, which, to the extent provided by resolution of the Board or the By-Laws, shall have and may exercise the powers of the Board in the management of the business and affairs of the Corporation within the limits of their authority. Such committee or committees shall have such a name or names as may be determined, from time to time, by the Board of Directors as reflected in the minutes of the Corporation. Any vacancy occurring in any such committees shall be filled by the Board upon recommendation of the Chairman or any Board member. Ad hoc committee members shall serve for one (1) two (2) year term or until the committee is terminated whichever is earlier. The presence of fifty-one (51%) percent (rounded up) of the ad hoc committee members then serving shall be necessary to constitute a quorum for the transaction of business. There shall be no limitations as to consecutive terms of the appointed members.
13.6 The Committee Chairman, or his designee who shall be a voting member of the Board of Directors, shall report to the Board of Directors at each regular meeting of the Board.
ARTICLE 14.
EXECUTIVE COMMITTEE
14.1 Voting members shall elect an Executive Committee from the membership of the Board to serve at the pleasure of the Board of Directors. Such Executive Committee shall consist of not less than seven (7) voting members, including the Director Officers (i.e., Chairman, Vice-Chairman, Secretary and Treasurer). The Chairman of the Board shall be the Executive Committee Chairman. Any member of the Executive Committee that is not currently serving as a Director Officer, shall be considered an at-large Committee member. These at-large Committee members shall be appointed by the Chairman, but ratified by the Board of Directors by a simple majority vote by the voting members of the Board of Directors present at a duly called meeting at which a quorum is obtained in accordance with these By-Laws and serve for one (1) year beginning each July. There shall be no limitations as to consecutive one (1) year terms of the appointed members.
14.2 The President/Chief Executive Officer of the Corporation and the Chancellor shall serve as advisory members to this Executive Committee. The Chairman may appoint other advisory members.
14.3 During the intervals between the meetings of the Board of Directors, the Executive Committee shall possess and may exercise all of the powers and functions of the Board of Directors and management and direction of the affairs of the Corporation, so long as in all cases, specific direction to the contrary has not been given by the Board of Directors. The Executive Committee shall be directly accountable to the Board of Directors and all decisions of the Executive Committee must conform to the established policies and By-Laws of the Corporation.
14.4 Actions of the Executive Committee as outlined above shall be reported to the Board of Directors at its next meeting. Any decisions made by the Executive Committee and not specifically changed by the Board of Directors shall be deemed to have been ratified by the Board of Directors and shall be the established management and policy of the Corporation. Regular minutes of the proceedings of the Executive Committee shall be kept. Vacancies in the Executive Committee shall be filled from the Board of Directors according to these By-Laws. Fifty-one (51%) percent of the members of the Executive Committee (rounded up) shall constitute a quorum, and in every case, an affirmative vote of the majority of the voting members present at the meeting at which a quorum is obtained shall be necessary for the taking of any action.
14.5 This Committee cannot amend Articles of Incorporation or By-Laws, change the charter, elect or dismiss members of the Board, and cannot hire or dismiss the President/Chief Executive Officer. In these matters, the Executive Committee may make recommendations to the full Board of Directors for its consideration and vote.
14.6 The Executive Committee shall fix and establish its own rules of procedure and shall meet as provided by such rules and it shall also meet at the call of its Chairman. The rules of procedure of the Executive Committee will mirror the rules of procedure of the Board of Directors.
ARTICLE 15.
NOMINATING COMMITTEE
15.1 Nominating Committee members shall be elected by the Board of Directors and shall serve one (1) two (2) year term. There shall be no limitations as to consecutive terms of the appointed members.
15.2 The Chairman of the Board shall recommend the members to be considered for this committee, and these recommendations shall be brought to the Board of Directors for a vote.
15.3 Other Board members may also recommend members to serve on the Nominating Committee. These recommendations shall also be brought to the Board of Directors for a vote.
15.4 A simple majority vote of the voting members of the Board of Directors present at a duly called meeting at which a quorum is obtained shall be required to elect the members of the Nominating Committee.
15.5 The Nominating Committee shall consist of a minimum of five (5) voting members
15.6 The Nominating Committee shall nominate voting members of the Board of Directors of the Corporation for the position of Chairman, Vice Chairman, Secretary and Treasurer of the Board of Directors. The Nominating Committee shall also nominate those individuals who shall serve as voting members of the Board of Directors of the Corporation. After the Nominating Committee has presented its nominations to the Board of Directors and before voting takes place, the committee chair shall call for further nominations from the floor.
15.7 The presence of fifty-one (51%) percent (rounded up) of the Nominating Committee members then serving shall be necessary to constitute a quorum for the transaction of business.
ARTICLE 16.
FINANCE COMMITTEE
16.1 Finance Committee members shall be elected by the Board of Directors and shall serve one (1) two (2) year term. There shall be no limitations as to consecutive terms of the appointed members.
16.2 The Treasurer of the Board of Directors shall be the Chairman of the Finance Committee. The Chairman of the Board of Directors shall recommend the members to be considered for this committee, and these recommendations shall be brought to the Board of Directors for a vote.
16.3 Other Board members may also recommend members to serve on the Finance Committee. These recommendations shall also be brought to the Board of Directors for a vote.
16.4 The President/Chief Executive Officer of the Corporation shall serve as an advisory member to the Finance Committee. The Treasurer may appoint other advisory members.
16.5 A simple majority vote by the voting members of the Board of Directors present at a duly called meeting at which a quorum is obtained shall be required to elect the members of the Finance Committee.
16.6 The Finance Committee shall consist of a minimum of five (5) voting members.
16.7 The Finance Committee’s responsibilities shall include, but are not limited to, overseeing all financial matters, financial reporting, information systems, budgeting, fee schedules, capitalization setting, and financial strategic planning efforts, subject at all times to final approval by the Board of Directors.
16.8 The presence of fifty-one (51%) percent (rounded up) of the Finance Committee members then serving shall be necessary to constitute a quorum for the transaction of business.
ARTICLE 17.
INVESTMENT COMMITTEE
17.1 Investment Committee members shall be elected by the Board of Directors and shall serve one (1) two (2) year term. There shall be no limitations as to consecutive terms of the appointed members.
17.2 The Chairman of the Board of Directors shall recommend the members to be considered for this committee, and these recommendations shall be brought to the Board of Directors for a vote.
17.3 Other Board members may also recommend members to serve on the Investment Committee. These recommendations shall also be brought to the Board of Directors for a vote.
17.4 The President/Chief Executive Officer of the Corporation shall serve as an advisory member to the Investment Committee. The Chairman of the Investment Committee may appoint other advisory members.
17.5 A simple majority vote by the voting members of the Board of Directors present at a duly called meeting at which a quorum is obtained shall be required to elect the members of the Investment Committee.
17.6 The Investment Committee shall consist of a minimum of five (5) voting members. The Chairman of the Investment Committee shall be the Chief Investment Officer.
17.7 The Investment Committee’s responsibilities shall include the overseeing of all investment matters and investment policies, subject at all times to final approval by the Board of Directors.
17.8 The presence of fifty-one (51%) percent (rounded up) of the Investment Committee members then serving shall be necessary to constitute a quorum for the transaction of business.
ARTICLE 18.
EMPLOYEE OFFICERS
18.1 The Board of Directors shall employ a President/Chief Executive Officer who shall directly conduct the business and affairs of the Corporation and be accountable to the Board of Directors for the activities and productivity of the Corporation and its subsidiaries. The Executive Committee shall conduct a yearly evaluation of the President/Chief Executive Officer and submit this report to the Board of Directors.
18.2 Major tasks for the President/Chief Executive Officer shall include, but may not be limited to, the following:
· Articulate a vision for the Corporation both internally and externally.
· Ensure that the Corporation operates in a way that merits support both internally and externally.
· Play a leading role in the identification, motivation and solicitation of all gift prospects.
· Work closely with the Board of Directors to assist and ensure that its members carry out their fund raising responsibilities.
· Ensure that the Corporation has adequate interfaces with the rest of the organization, has an adequate and professional staff and a reasonable budget for its purpose.
positions.
ARTICLE 19.
NOTICES
19.1 Any written notice required or permitted by law, the Articles of Incorporation or the By-Laws to be given to any member of the Board of Directors shall be deemed to have been given to such member when such notice is served upon such member on two (2) business days after such notice is placed in the United States mail, postage prepaid, addressed to such member at his last known address, whichever is earlier.
19.2 Whenever any notice is required to be given by law, the Articles of Incorporation or the By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE 20.
FISCAL AFFAIRS
20.1 All expenditures and disbursements of Corporation funds shall be made by check or wire transfer. All checks or demands for money and notes of the Corporation shall be signed by such persons as are authorized by the Board of Directors.
20.2 The fiscal year of the Corporation shall be from July 1 through June 30.
ARTICLE 21.
OPERATIONS
21.1 In no event shall a member of the Board of Directors, employee, agent or subsidiary of the Corporation make any expenditures or engage in any activity inconsistent with the Corporation’s status as a corporation exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986.
ARTICLE 22.
INDEMNIFICATION
22.1 The Corporation’s indemnification of every Board member, Officer, Executive Committee Members, or other Committee Members serving pursuant to these By-Laws, President/Chief Executive Officer, agent or employee, except as otherwise required by applicable state or federal law, shall be as follows:
a. The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (hereinafter “proceeding”), whether civil, administrative, or investigative and whether formal or informal, including proceedings by or in the right of the Corporation (hereinafter “derivative proceeding”), by reason of the fact that such person is or was acting as a Member of the Board of Directors, Officer, or Executive Committee Member, and any other Committee member, agent or employee of the Corporation (regardless of whether or not such person was also serving as a member of the Board of Directors of the Corporation) (“Corporate Representative”), including the estate or personal representative of such Corporate Representative, or who, while serving as such Director, Officer, Member, employee, or agent is or was serving at the request of the Corporation as a Director, Officer, employee, partner, trustee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including reasonable attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such Corporate Representative in connection with such proceeding, if he or she conducted himself or herself in good faith and, in the case of conduct in his or her official capacity with the Corporation, he or she reasonably believed that such conduct was in the best interests of the Corporation (or, in the case of conduct other than in his or her official capacity, he or she reasonably believed that his or her conduct was at least not opposed to the best interests of the Corporation) and, with respect to such proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful (hereinafter “standard of conduct”); provided, however, that the Corporation may not indemnify Corporate Representative in connection with (1) an intentional tort; or (2) a derivative proceeding in which such Corporate Representative is adjudged liable to the Corporation; or (3) any proceeding charging improper personal benefit to such Corporate Representative, whether or not involving action in his or her official capacity, in which such Corporate Representative was adjudged liable on the basis that personal benefit was improperly received by him or her; further provided; however, that if a court in which a proceeding was brought determines upon the application of such Corporate Representative that such Corporate Representative is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not such Corporate Representative met the standard of conduct described above or was adjudged liable in the circumstances described in (1) or (2) or (3) above, the Corporation shall indemnify such Corporate Representative to the extent that the court deems proper; further provided, however, that indemnification with respect to any proceeding in which a Corporate Representative is adjudged liable in the circumstances described in (1) or (2) or (3) above shall be limited to reasonable expenses incurred by such Corporate Representative. The termination of any proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the Corporate Representative did not meet the standard of conduct described above.
b. To the extent that a Corporate Representative has been successful on the merits in defense of any proceeding referred to in paragraph (a) of this section above or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses (including attorney fees) actually and reasonably incurred by him or her in connection therewith.
c. Any indemnification under paragraph (a) of this section above (unless ordered by a court) and as distinguished from paragraph (b) of this section above shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Corporate Representative is proper in the circumstances because he or she has met the applicable standard of conduct set forth in paragraph (a) of the section above. Such determination shall be made by the Board of Directors by a simple majority vote of a quorum consisting of voting members of the Board of Directors who were not parties to such proceeding, or, if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested voting members so directs, by independent legal counsel selected by a vote of the Board of Directors.
d. Expenses (including reasonable attorney fees) incurred in defending a proceeding may be paid by the Corporation in advance of the final disposition of such proceeding as authorized in paragraphs (b) or (c) of this section above upon receipt by the Corporation or a written affirmation from such Corporate Representative of his or her good-faith belief that he or she has met the standard of conduct described in paragraph (a) of this section above and receipt from such Corporate Representative of a written undertaking, in a form satisfactory to the Corporation’s attorney’s, by or on behalf of such Corporate Representative to repay such amount if it is ultimately determined that he or she did not meet such standard of conduct.
e. The Corporation may purchase and maintain insurance on behalf of any Corporate Representative against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under provisions of this Article. The Corporation also may purchase and maintain insurance, in such amounts as the Board of Directors may deem appropriate, to insure the Corporation against any liability, including without limitation any liability for the indemnifications provided in this Article. Any such insurance may be procured from any insurance company designated by the Board of Directors, including any insurance company in which the Corporation has equity or any other interest.
f. The Corporation shall have the right to impose, as conditions to any indemnification provided or permitted in this Article, such reasonable requirements and conditions as the Board of Directors may deem appropriate in each specific case and circumstances, including but not limited to any one or more of the following: (1) that any counsel representing the Corporate Representative to be indemnified in connection with the defense or settlement of any action shall be counsel mutually agreeable to the Corporate Representative to be indemnified and to the Corporation; (2) that the Corporation shall have the right, but not the obligation, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated, or threatened against the Corporate Representative to be indemnified; and (3) that the Corporation shall be subrogated, to the extent of any payments made by way of indemnification to all of the indemnified Corporate Representative’s right of recovery, and that the Corporate Representative to be indemnified shall execute all writings and do everything necessary to assure such rights of subrogation to the Corporation.
g. Notwithstanding any other provisions of this Article, the Corporation shall neither indemnify any Corporate Representative nor purchase any insurance in any manner or to any extent which would jeopardize or be inconsistent with qualification of the Corporation as an organization described in Section 501(c)(3) of the Internal Revenue Code or which would, in the event the Corporation becomes a private corporation for federal income tax purposes, result in tax liability as a foundation for federal income tax purposes, result in tax liability under Section 4941 of the Internal Revenue Code of 1986 or corresponding provision of future federal income tax law.
22.2 The foregoing Section of this Article shall not, except as required by applicable federal or state law, be interpreted to deny indemnification to any Board Member, Officer, Executive Committee Member, or other Committee Members serving pursuant to these By-Laws, President/Chief Executive Officer, agent or employee, his or her heirs, executors, administrators, or personal representatives, to which they would otherwise be entitled under these By-Laws by reason of the fact that such Article was not in effect at the time the action or failure to act, giving rights to the alleged or actual liability, occurred.
ARTICLE 23.
AMENDMENTS
23.1 These By-Laws may be amended by resolution and by vote of a simple majority of the voting members present at a duly called regular or special meeting at which a quorum is obtained. A copy of the draft red-lined amended By-Laws must be provided to all members within ten (10) days’ notice of the board meeting at which the amended By-Laws are to be discussed and/or adopted and can be provided via land mail, hand delivery, or email.
ARTICLE 24.
USE OF MASCULINE AND FEMININE; SINGULAR AND PLURAL
24.1 Whenever used in these By-Laws, the masculine gender will include the feminine gender and the singular will include the plural, unless the context clearly indicates otherwise.
ARTICLE 25.
GIFT ACCEPTANCE COMMITTEE
25.1 The Gift Acceptance Committee shall consist of at least five (5) members: the Treasurer, the President/Chief Executive Officer and three appointed board members; i.e., at-large committee members. It is preferable that one member of the Committee be an attorney. Committee members shall serve one (1) two (2) year term. There shall be no limitations as to consecutive terms of the appointed members.
25.2 The Chairman of the Board shall recommend the at-large committee members and these recommendations shall be brought to the Board of Directors for a vote. Other board members may also recommend at-large committee members. These recommendations shall also be brought to the Board of Directors for a vote. A simple majority vote of the voting members of the Board of Directors present at a duly called meeting at which a quorum is obtained shall be required to elect the members of the Gift Acceptance Committee.
25.3 Negotiated gifts, including planned gifts, must be submitted to the Gift Acceptance Committee for approval. Exceptions are: (a) outright gifts of cash or commonly traded securities and (b) gifts of income or remainder interests in a qualified trust managed by an outside corporate trustee, which would not obligate the charity to use the income or principal for an unacceptable or non-standard purpose. When real property in any form is given, outright or to be used to fund a deferred gift arrangement, a qualified appraisal which meets the Substantiation Requirements and an Environmental Assessment will be required prior to acceptance.
25.4 The Gift Acceptance Committee shall accept or decline charitable gifts pursuant to the Gift Acceptance Policy. The Board shall ratify decisions made by the Committee at the next scheduled Board meeting. However, the staff person in charge of the gift the Committee accepts or declines shall notify the donor immediately upon the Committee's decision notwithstanding the fact that the full Board has not ratified the decision in consideration of donor relations and future gift giving.
25.5 The presence of fifty-one (51%) percent (rounded up) of the Gift Acceptance Committee members then serving shall be necessary to constitute a quorum for the transaction of business.
This document supersedes all previous By-Laws including Amendments thereto.
Amended Article 9.4 4/21/2004
Amended Article 10.1 4/21/2004
New Article 10.7 4/21/2004
Changed Article No. Article 10.8 4/21/2004
Amended Article 13.1 4/21/2004
Amended Article 17.6 4/21/2004
New Article 25 4/21/2004
Amended Article 2.1 2/25/2004
Amended Article 6.1 2/25/2004
Adopted 1/15/2003