EASTERN ILLINOIS UNIVERSITY FOUNDATION
NAME AND INCORPORATION
Section 1. Name: The name of this organization shall be “The Eastern Illinois University Foundation.” It is hereinafter referred to as the “Foundation.”
Section 2. Nature: The Foundation shall be a non-profit corporation organized under the laws of the State of Illinois, and its purposes shall be charitable and educational.
Section 3. Location: The principal offices of the Foundation shall be at the Neal Welcome Center, 860 West Lincoln Avenue, Charleston, Illinois 61920-2405.
Section 4. Objects: The object of the Foundation as stated in its Certificate of Incorporation is to receive, hold and administer gifts, for charitable, benevolent, educational, civic, patriotic and connected purposes not, however, to engage in the payment of sick or death benefits.
Other objects of the Foundation are:
(a) To assist in developing and increasing the resources of Eastern Illinois University, hereinafter referred to as the “University”, for broader educational opportunities for, and service to its students, alumni, and the citizens of the State of Illinois, by encouraging gifts of money, property, works of art, historical papers and documents, museum specimens, and other material having educational, artistic, or historical value, and by such other proper means as may seem advisable.
(b) To receive, hold, and administer such gifts with the primary object of serving purposes other than those for which the State of Illinois ordinarily makes sufficient appropriations; to act without profit as trustee of educational, or charitable trusts; to administer gifts, grants, or loans of money or property, real or personal, whether made by or for the benefit of public governmental bodies, state or national, or by or for the benefit of corporations or natural persons, and whether in the form of conventional express trusts or otherwise; to become a party to contracts, trust instruments, and agreements of any type or description, and to execute negotiable obligation as trustees or otherwise, in order to effectuate either the creation or organization of trusts, or the execution of the purposes thereof. Where the terms and conditions imposed by the donors of any forms of gifts or bequests make immediate transfer to the University or to the State of Illinois and proper, the Foundation shall transfer absolutely and in full right, title to and interest in such property, real estate and personal, transferred, assigned or conveyed by any and all persons whatsoever, whether such property be in the form of money, manuscripts, works of art, or otherwise, for the use and benefit of the University, subject to said terms and conditions of said donors and subject also to the right of the Board of Trustees of Eastern Illinois University to refuse such proffered gifts, if conditions attached hereto be deemed unsatisfactory or unacceptable. Whenever such gifts or bequests, when made as memorials, involve maintenance, provision for such maintenance shall be included in the gift unless this requirement is waived by the Board of Trustees of Eastern Illinois University.
(c) To deposit forthwith in the University any artworks, literary collections, historical papers and documents, and articles or manuscripts, having scientific or educational value, which may be loaned the Foundation by the owners or by persons in legal custody thereof, subject to the approval of the University.
(d) To do such other acts and undertake such other enterprises as in the judgment of the Board of Directors shall tend to promote the interests and welfare of the University.
Section 5. Definitions: Except as otherwise specified in these bylaws, “delivered,” for the purpose of determining if any notice required by these bylaws is effective, means:
(a) Transferred or presented to someone in person;
(b) Deposited in the United States mail addressed to the person at his, her, or its address as it appears on the records of the Foundation, with sufficient first-class postage prepaid thereon;
(c) Deposited with an overnight courier service addressed to the person at his, her, or its address as it appears on the records of the Foundation;
(d) Transmitted by facsimile to the person’s facsimile telephone number that appears on the records of the Foundation, provided that the transmission is confirmed by a printed record of the transmitting device;or
(e) Transmitted by electronic mail to the person’s address that appears on the records of the Foundation, provided that receipt of the transmission is confirmed by a return transmission or otherwise.
Section 1. Classes of Members: The Foundation shall have four (4) classes of members.
General:The first class shall consist of at least one hundred (100) and not more than fivehundred (500) general members. To be qualified to be a general member, such member must be:
(a) a friend of the University, whether a donor, alumnus, employee, or member of the community in which it serves, and
(b) be willing to facilitate philanthropy or service for the benefit of the University.
Each generalmember shall be entitled to one vote on each matter submitted to a vote of the members.
Lifetime: The second class shall consist of lifetime members, an honor bestowed upon an individual, or individuals, by action of the Board of Directors, and who shall be entitled to one vote on each matter submitted to a vote of the members.
Honorary: The thirdclass shall consist of honorary members who shall be classified as follows:
(a) Ex officio members of the Board of Directors by virtue of their respective offices, namely,the President of the University, the University Vice President for Business Affairs, the University Vice President for External Relations, a member of the Board of Trustees of Eastern Illinois University designated by that Board, and a member of the Board of Directors of the Eastern Illinois University Alumni Association, Inc. designated by that Board, and
(b) Members of the Eastern Illinois University Board of Trustees by virtue of their appointment to, and while they are active members of, that governing body.
Honorary members shall become and remain such ex-officio when, and so long as, they are the incumbents of the offices mentioned above,all without power of vote.
Emeriti: The fourthclass of members is Foundation members emeriti. Foundation emeritus status is bestowed upon retiring Foundation members who have served at least one five-year term of generalmembership. These members shall be honored in perpetuity. Foundation members emeriti have no power of vote.
Section 2. Election of General Members: At each Annual Meeting of the members of the Foundation or within thirty (30) days thereafter, the President shall appoint a Committee of at least three (3) voting directors to serve as a Board Development Committee of new members to succeed those whose term of membership will expire during the ensuing year. The Chair of the Board Development Committee will invite Foundation members to submit names of candidates for consideration by the Committee, establishing a reasonable amount of time for members to respond.
The Board Development Committee, not later than six (6) months after its appointment, shall convene to select candidates for election at its next annual meeting. Upon confirmation by those persons invited to accept the conditions of membership, the Chair of the Board Development Committee shall send a report to the President of the Foundation with the names of the candidates recommended for generalmembership.
The Board of Directors or its Executive Committee will review and approve the list of candidates and authorize the names of the nominees to be delivered to the membership along with the notice of the Annual Meeting as provided in Article III, Sec. 3. At the Annual Meeting, the Secretary of the Foundation shall cast a unanimous ballot for those selected by the Board Development Committee.
Section 3. Termination of Membership: The Board of Directors by affirmative vote of two-thirdsof all voting directors of the Board may suspend or expel a memberfor cause.
Section 4. Resignation: Any member may resign by submitting an emailed or written resignation to the Secretary.
Section 5. Term of Office: The term of office for all general members shall be five years.
MEETING OF MEMBERS
Section 1. Annual Meetings: The annual meeting of the members of the Foundation shall be held within the State of Illinois at a time set by the Board of Directors, such meeting to be held for the purpose of electing members and directors and for the transaction of such other business as may come before the meeting.
Section 2. Special Meetings: Special meetings of the members may be called at any time by the President of the Foundation, or by resolution adopted by the Board of Directors, and should be held at the place within or without the State of Illinois designated in any such call.
Section 3. Notice of Meetings: Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered to each member entitled to vote at such meeting, not less than thirty (30) nor more than sixty (60)days before the date of the meeting, by or at the direction of the President or the Secretary. In case of a special meeting or when required by statute or by these bylaws, the purpose for which the meeting is called shall be stated in the notice.
Section 4. Quorum: Ten (10) members of the Foundation represented in person or by proxy shall constitute a quorum at any meeting of the members, provided that if less than ten (10) members are present in person or by proxy, a majority of the members present may adjourn the meeting from time to time without further notice.
Section 5. Proxies: At all meetings of members, a member entitled to vote may vote either in person or by proxy executed in writing by the member or by the member’s duly authorized attorney in fact. Any proxy shall be filed with the Secretary before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.
BOARD OF DIRECTORS
Section 1. Number: The Board of Directors shall consist of eleven (11)elected directors who shall be members of the Foundation and five (5) ex officio directors as specified in this Article. Electeddirectors shall hold office until the next annual meeting of members and until their successors shall have been elected and qualified.
Section 2. Ex Officio Directors: The President of the University, the Vice President for Business Affairs, the Vice President for External Relations, a member of the Board of Trustees of Eastern Illinois University designated by that Board, and a member of the Board of Directors of the Eastern Illinois University Alumni Association, Inc. designated by that Board, shall be ex-officio members of the Board of Directors of the Foundation but shall not have voting powers.
Section 3. Election of Directors: Directors shall be elected by the members for terms respectively of three (3) years at each annual meeting and terms of these directors shall begin a the time of their elections.
Section 4. Term Limits: A person who has served as a Director:
(a) two, three (3) year terms, or
(b) one, three (3) year term and a partial term,
shall be ineligible to be elected to, or be appointed to fill, any future vacancy on the Board of Directors.
Section 5. Attendance: All directors are expected to attend all regularly scheduled meetings, either in person or by conference phone. If an elected director consistently misses Board and/or assigned committee meetings within a term year, that director will forfeit consideration for election to a second term. Determinations will be made by the Executive Committee on a case-by-case basis in the event of unexpected emergencies, illness or family deaths and will make recommendations, as appropriate, to the Board Development Committee.
Section 6. Removal of Directors: Any elected director may be removed for cause by a majority vote of the members of the Board of Directors, upon notice of charges against the director given in writing by the President or Secretary to that director and sent by certified mail with return receipt at least twenty (20) days before action on the removal is taken.
Section 7. Vacancies: If a vacancy occurs in the Board of Directors, the Board Development Committee shall recommend a candidate for approval by the Board of Directors. A director appointed to fill a vacancy shall serve for the unexpired term of the predecessor.
Section 8. Powers and Duties: The Board of Directors shall manage the affairs of the Foundation and shall exclusively exercise all of its powers, except the election of members and directors at the annual meeting and such other matters as shall be submitted by the Board of Directors to the members or as shall be required by statute to be submitted to the members.
Section 9. Regular Meetings: There shall be one regular meeting of the Board of Directors annually, at the time and place of the regular annual meeting of the members of the Foundation. The Board of Directors will provide timely notice of the time and place for the holding of additional regular meetings of the Board.
Section 10. Special Meetings: Special meetings of the Board of Directors may be called at the President’s discretion, and must be called by the President on the written or emailedrequest of three (3) or more voting members of the Board of Directors. Special meetings shall be called at any reasonable time and place determined by the President, but not later than two (2) weeks after such request for a meeting has been received by the President or within such time as is necessary for the President to receive approval of the date of meeting from the directors.
Section 11. Notice: Notice of any special meeting of the Board of Directors shall be given forty-eight (48) hours in advance. Insofar as practical, the subject or subjects to be considered at any special meeting shall be specified in the notice, but subjects not so specified may nevertheless be considered and acted upon at such meeting.
Section 12. Quorum: Except as otherwise provided by the bylaws, all action of the Board of Directors shall be determined by a majority vote. A majority vote is defined as a majority of the quorum. Six (6) voting members of the Board shall constitute a quorum. In the absence of a quorum, no legal action can be taken unless such action later is approved, by letter or other vote of record by sufficient voting members of the Board of Directors. The President shall preside at all meetings of the Board of Directors, and the Vice President shall preside in the absence of the President, but when the President and Vice President are absent the Board may elect a temporary chairman.
Section 13. Executive Committee: The Executive Committee shall consist of the President, Vice President, Secretary and Treasurer of the Foundation. The Executive Committee shall have and exercise all of the powers of the Board of Directors while the Board of Directors is not in meeting, except that the Executive Committee, unless expressly authorized by the Board of Directors, shall not have power to encumber or convey the real property of the Foundation otherwise than by lease. Unless otherwise provided by resolution of the Board of Directors, a majority of the entire Executive Committee shall constitute a quorum and the act of a majority of the members of the Executive Committee present at a meeting at which a quorum is present shall be the act of the Committee. Each member of the Executive Committee shall continue as such until the next annual meeting of the members of the Foundation and until a successor is appointed, unless such member shall be sooner removed from such Executive Committee, or unless such member shall cease to qualify as a member thereof.
Action taken by the Executive Committee shall be made a matter of record and awritten report of the action taken by the Executive Committee shall be mailed to each voting member of the Board of Directors by the Secretary of the Foundation.
Section 14. Other Committees: The Foundation shall have such other committees as may be provided in these bylaws or established by the Board of Directors. Unless otherwise provided in the bylaws, each committee shall consist of two or more directors and such other persons as the President designates, provided that a majority of each committee's members are directors. The committees, to the extent authorized by the bylaws or by the Board of Directors and not restricted by law, shall have and exercise the authority of the Board of Directors in the management of the Foundation; but the designation of such committees and the delegation of authority thereto shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed on it, him, or her by law.
Section 1. Officers: The Officers of the Foundation shall consist of a President, Vice President, Treasurer and Secretary, each elected annually by and from the Board of Directors. An Assistant Treasurer and an Assistant Secretary, both of whom are not directors, shall be elected annually by the Board of Directors.
The Board of Directors may elect such additional officers for the Foundation as it may deem advisable and such officers shall be given such titles and shall perform such duties as may be determined by the Board of Directors. The elected officers shall assume office at the time of their election. Each officer shall hold office until a successor has been elected and qualified.
Section 2. Vacancies: In the event of the death, disability, resignation, removal, or disqualification of any officer of the Foundation, the Board of Directors shall by majority vote elect a successor to serve out the unexpired term.
Section 3. Powers and Duties: Except as otherwise provided by these bylaws, the officers shall have such powers and duties as usually devolve upon such officers. As deemed necessary or desirable, committees consisting of directors and non-directors shall be appointed by the President. Those appointed to such committees shall serve at the pleasure of the President during the President’s term of office.All committees shall report to the Board of Directors.
Section 4. Removal: Any officer may be removed for cause by a majority vote of the Board of Directors, provided that such officer shall have been notified in writing by the President or Secretary and sent by certified mail with return receipt not less than twenty (20) days before such meeting of such charges as may be preferred against the officer by the majority of the Board of Directors.
Section 5. Insurance: All officers, directors and employees of the Foundation who handle Foundation funds or conduct the Foundation’s business, shall be furnished with directors and officers’ liability insurance to be approved by the Board of Directors of the Foundation.
The Foundation shall also secure a crime/dishonesty policy in favor of the Foundation foritsauthorized signatories, and property/casualty insurance coverage for the Foundation’s building and grounds. All in-force insurance policies shall be filed annually in the office of the Executive Officer and made available for inspection upon request by directors of the Board.
CONTRACTS FOR SERVICE
Section 1. University: The Foundation may contract to provide services to the University and to receive services from the University including the services of University employees, the provisions of which will be outlined in a Master Contract.
Section 2. Executive Officer: The Foundation Board of Directors, with the approval of the President of the University, shall appoint the Executive Officer. The Executive Officer shall perform services as requested by the Board of Directors and shall implement the policies and objectives of the Board of Directors affecting the Foundation. The Executive Officer shall submit recommendations to the Board of Directors for programs and activities of the Foundation.
Section 3. Staff: The Board of Directors may contract for the services of other persons to perform services as needed from time to time.
Section 1. Funds and Securities: The funds of the Foundation shall be deposited in a FDIC insured bank, except as hereinafter provided. The securities of the Foundation may be deposited under an Agency Agreement with the Trust Department of any institution of equal financial strength. The Board of Directors or the Executive Committee may, by appropriate resolution, authorize the registration of securities in the name of the nominee to be designated by said resolution. If, in the judgment of the Board of Directors, funds of the Foundation should be deposited in banks outside the United States, funds so deposited may be deposited in such banks, irrespective of financial size, as may be approved by the Board of Directors or by the Executive Committee.
Section 2. Auditing of Accounts: The Foundation will annually procure an independent audit of its books and records.
Section 3. Record Keeping: The Assistant Treasurer, under the direction of the Treasurer, shall supervise the keeping of the accounts of the Foundation in such form as shall be deemed advisable by the Treasurer, and under generally accepted accounting principles.
Section 4. Operating Finances: An annual budget shall be prepared by the Foundation Executive Officer, reviewed by the Foundation Finance Committee, and approved by the Board of Directors. The Executive Officer shall make all designated purchases and contractual expenditures for the Foundation, except as otherwise specifically directed by the Board of Directors. When practical and reasonable under the circumstances, the Executive Officer shall make such purchases and expenditures after considering competitive prices, by bid or otherwise, in the light of quality, suitability, and other relevant factors.
AMENDMENTS AND BYLAWS
Section 1. Amendments: The bylaws of the Foundation may be amended by a majority vote of all Directors of the Foundation at any regular or special meeting of the Board, provided notice of the character of the proposed amendment shall have been deliveredto the directors at least fourteen (14) days before such amendment is voted upon.
Section 2. Copy of Bylaws: The AssistantSecretary of the Foundation shall at all times keep in the office of the Foundation a true and correct copy of the bylaws.
FUNDS AND INVESTMENTS
Section 1. Holding Accounts: The Foundation Accountant shall deposit all funds belonging to the Foundation as received in the name of the Foundation. Deposits will be made in accounts approved by the Board of Directors. Checks shall be drawn by the Assistant Treasurer or by signatories authorized by the Board of Directors.
Section 2. Purchase or Sale of Securities: The Assistant Treasurer or authorized signatory, shall sell securities owned by the Foundation and deposit the proceeds as provided in Section 1 above. Available amounts shall be invested from time to time in a manner consistent with the Foundation Investment Policy.
Section 3. Safekeeping of Securities: All securities owned by the Foundation or held under its control shall be deposited with brokers and custodians approved by the Board of Directors. Except where otherwise provided through a resolution of the Board of Directors, the form of agreement shall provide that brokers and custodians will remit the current income to the AssistantTreasurer and that securities may be withdrawn or the proceeds from the payment or sale of securities may be withdrawn only as provided by Section 4 of this Article.
Section 4. Withdrawal of Securities: Any action by the Board of Directors or of the Executive Committee, which would result in the withdrawal of securities from safekeeping, will require the Executive Officer or designee to notify the Assistant Treasurer and the depository of such Board action. The depository shall be authorized to act upon receipt of such advice from the Executive Officer or the Assistant Treasurer.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Indemnification In Actions Other Than By Or In The Right Of The Corporation: The Foundation 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, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee, or agent of the Foundation, or is or was serving at the request of the Foundation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Foundation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or 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 person did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Foundation or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.
Section 2. Indemnification In Actions By Or In The Right Of The Corporation: The Foundation 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 or suit by or in the right of the Foundation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee, or agent of the Foundation, or is or was serving at the request of the Foundation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Foundation, provided that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Foundation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
Section 3. Right To Payment Of Expenses: To the extent that a director, officer, employee, or agent of the Foundation has been successful, on the merits or otherwise, in the defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
Section 4. Determination Of Conduct: Any indemnification under Sections 1 and 2 of this Article (unless ordered by a court) shall be made by the Foundation only as authorized in the specific case, upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1 or 2 of this Article. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding; (b) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (c) by the members entitled to vote, if any.
Section 5. Payment Of Expenses In Advance: Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Foundation in advance of the final disposition of such action, suit, or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Foundation as authorized in this Article
Section 6. Indemnification Not Exclusive: The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Section 7. Insurance: The Foundation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Foundation, or who is or was serving at the request of the Foundation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Foundation would have the power to indemnify such person against such liability under the provisions of this Article.
Section 8. Notice To Members: If the Foundation has paid indemnity or has advanced expenses under this Article to a director, officer, employee, or agent, the Foundation shall report the indemnification or advance in writing to any members entitled to vote with or before the notice of the next meeting of the members entitled to vote.
Section 9. References To Foundation: For purposes of this Article, references to “the Foundation” shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger that, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, employees, or agents, so that any person who was a director, officer, employee, or agent of such merging corporation, or was serving at the request of such merging corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under the provisions of this Article with respect to the surviving corporation as such person would have stood with respect to such merging corporation if its separate existence had continued.
Section 10. Other References: For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Foundation” shall include any service as a director, officer, employee, or agent of the Foundation that imposes duties on or involves services by such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Foundation” as referred to in this Article.
Adopted: June 1953
Amended: June 1954, June 1972, August 1973, June 1976, July 1979, April 1984, January 1990, May 1990, June 1991, February 1992, June 1993, February 1996, June 1996, June 1998, December 1998, June 2000, March 2001, April 2002, March 2003, June 2003, June 2004, February 2005, June 2006, January 2007, July 2008, February 2009, June 2009, October 2010, June 2012