Bylaws

Section 1.1. Structure. The Foundation is a non-profit corporation organized under the laws of the State of Texas and governed by Chapter 9 of the Texas State University System Rules and Regulations and the Texas Business Organizations Code (the "TBOC"). The original Articles of Incorporation of the Foundation were filed in the office of the Secretary of State of the State of Texas on June 17, 2009 (as amended and restated from time to time, the "Certificate of Formation").

Section 1.2. Purpose. The Foundation is organized and operated exclusively to carry out educational, scientific and charitable purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended, and any future corresponding revenue laws of the United States (the "Code"), specifically to promote, encourage, sponsor, aid, and support Texas State University's (the "University") objectives of providing higher education, conducting research, and providing public service. In furtherance of these purposes, the Foundation will:

• Facilitate acquiring sponsored research funds from public and private sources and manage such funds if requested to do so by the University;
• Upon written request by the President of the University, pursue appropriate legal protection for proprietary technologies developed through University research and hold and manage real and intellectual property assets on behalf of the University;
• Participate in community engagement and outreach, promote commercialization of research and transfer of University technologies to appropriate partners for their further development and commercialization, and operate and manage consortiums in partnership with industry for the purpose of developing multi-disciplinary hubs for applied research in various strategic sectors in alignment with, and in furtherance of, the University's educational and research priorities; and
• Identify and pursue opportunities for the utilization of the University's STAR Park and other real property holdings of the University through public-private partnerships, commercial lease arrangements, and other transactions, in keeping with the University's mission and values.

No part of its earnings will inure to the benefit of any private shareholder or individual and no substantial part of its activities will consist of carrying on propaganda or attempting to influence legislation. The Foundation shall not participate in, or intervene in, any political campaign on behalf of or in opposition to any candidate for public office. The Foundation shall not perform any act that would violate Internal Revenue Code § 501(c)(3).

The Foundation will not accept any gift or grant if the gift or grant contains major conditions that would restrict or violate the Foundation's charitable purpose or if the gift or grant would require serving a private as opposed to a public interest.

Section 1.3. Fiscal Year. The fiscal year of the Foundation shall begin the first day of September and end on the last day in August each year.

Section 2.1. Address. The Foundation's principal place of business in the State of Texas shall be located in the City of San Marcos, Hays County, Texas. The Board of Directors may designate other places to conduct business as required.

Section 2.2. Registered Office and Registered Agent. The Foundation shall have and continuously maintain in the State of Texas a registered office and a registered agent whose office is the Foundation's registered office, as required by the TBOC. The address of the registered office may be changed from time to time by the Board of Directors in accordance with applicable law.

Section 3.1. No Members. The Foundation does not have members.

Section 4.1. General Powers. The Foundation's Board of Directors (the "Board") shall exercise all powers described under the Texas Business Organizations Code §2.101 and manage all property and business of the Foundation. The Board may appoint or employ such persons as may be necessary to assist in the management of Foundation property and business. The Board will determine the terms and conditions of any such appointment or employment.

Section 4.2. Composition. The entire Board shall be composed of five (5) voting directors, consisting of the following:

• President Appointed Directors. Two Directors (the "President Appointed Directors") appointed by the President of the University (the "University President"), consisting of:
  1. One Director who shall be an officer of the University, and
  2. One Director who is not an employee or officer of the University;
• At-Large Directors. Three at-large voting directors who are not employees, officers, or directors of the University, as recommended by the President Appointed Directors and approved by the University President (the "At-Large Directors").

Section 4.3. Ex-Officio Directors. At minimum, there shall be three (3) ex-officio, non- voting directors of the Board, consisting of (i) the President of the University, (ii) the Chief Financial Officer for the University, and (iii) the Executive Director of the Foundation. To the extent that the Executive Director of the Foundation is not the Chief Research Officer of the University, the Chief Research Officer of the University shall also serve as an ex-officio, non-voting director. Additionally, to the extent that the Provost of the University is not a voting Director of the Board, the Provost of the University shall also serve as an ex-officio, non-voting director. The Board may also appoint such additional ex-officio, non-voting directors as it may from time-to time determine, including representatives of a subsidiary organization or enterprise of the Foundation, subject to the approval of the University President. For the avoidance of doubt, no ex-officio director shall be a "Director" within the meaning of these Bylaws, except for the purposes of Sections 4.6 and 4.7 of these Bylaws.

Section 4.4. Replacement Appointement. If, for any reason, any Director shall (i) resign from the Board prior to relinquishing his or her position or (ii) otherwise be unable to serve on the Board, then the President of the University shall appoint another person to fill such vacancy, in compliance with the composition required by Section 4.2 herein. In the case of At-Large Directors, such newly appointed Director shall serve for the remainder of the term of the vacant At-Large Director's position.

Section 4.5. Terms of Office. The President-Appointed Directors shall serve for successive one-year terms, until the University President appoints a replacement Director or until their earlier death, resignation or removal. At-Large Directors shall serve for staggered three- year terms, and for such longer period until their successors are elected, or until their earlier death, resignation or removal, provided, however, that no At-Large Director shall serve for more than two consecutive three-year terms. After serving for two consecutive terms, At-Large Directors may again be elected for service after at least a one-year break in service. Terms of office can be extended or modified as approved by the Board of Directors.

Section 4.6. Removal. Any or all of the Directors may be removed with or without cause by the vote of at least two-thirds of the Board, or by the University President in his or her sole discretion.

Section 4.7. Resignation. Any Director may resign at any time by delivering written notice of his or her resignation to the Chair or to the Secretary. Such resignation shall become effective upon receipt thereof by the Chair or the Secretary but the acceptance of such resignation shall not be necessary to make it effective.

Section 4.8. Compensation and Reimbursement. A Director, including but not limited to the Executive Director, shall not receive financial or other compensation for performance of his or her duties as a Director, but with prior approval of the Board's Chair, may be reimbursed for any personal funds expended in the performance of his or her duties as a member of the Board.

Section 5.1. Officer Positions. The officers of the Foundation shall be the Chair of the Board of Directors, a Vice-Chair of the Board of Directors, a Secretary, a Treasurer, and an Executive Director of the Foundation. The Board may, in its discretion, appoint or employ such additional officers as may be necessary to conduct the Foundation's business. Each additional officer shall hold office at the pleasure of the Board and shall exercise such powers and perform such duties as assigned by the Board.

Section 5.2. Chair and Vice-Chair. The Chair of the Board shall at all times be the President Appointed Director who is an officer of the University, as described in Section 4.2(a)(1). The Vice-Chair of the Board shall at all times be the President Appointed Director who is not an officer or employee of the University, as described in Section 4.2(a)(2).

Section 5.3. Executive Director. The Board of Directors shall be responsible for appointing, replacing, or removing the Executive Director. The duties of the Executive Director are defined in herein.

Section 5.4. Duties of the Chair. The Chair shall preside at all meetings of the Board. The Chair will assign persons to committees and shall be an ex-officio member of all standing committees. The Chair will assist in the formulation and promotion of the programs and activities of the Foundation and its committees. The Chair may sign any deeds, mortgages, bonds contracts or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws or by statute to some other officer or agent of the Foundation; and in general, shall perform all duties incident to the office of the Chair and such other duties as may be prescribed by the Board from time to time.

Section 5.5. Duties of the Vice-Chair. The Vice-Chair shall perform the duties and exercise the powers of the Chair upon the Chair's death, absence, disability, or resignation, or upon the Chair's inability to perform the duties of his or her office. In the absence of the Chair, the Vice-Chair shall preside at all meetings of the Board.

Section 5.6. Duties of the Secretary. The Secretary will be responsible for taking and maintaining minutes of all Board meetings and, when requested, any committees. The Secretary shall maintain all books and papers for the Foundation and shall be responsible for the giving of all notices as required by these Bylaws. The Secretary shall attest to such instruments as required by law, resolution or as may customarily be required. The Secretary shall carry out such other reasonable and customary duties incident to the office or as directed by law and the Board. The Board may designate the Executive Director as the Secretary.

Section 5.7. Duties of the Treasurer. The Treasurer shall in cooperation with the Executive Director, oversee the receipt and disbursement of all funds deposited in the name of the Foundation. The Treasurer shall present reports of receipts and disbursements to the Board on a regular basis as determined by the Chair.

Section 5.8. Vacancies. If the office of any officer becomes vacant for any reason, the Board will elect a replacement to fill the vacancy.

Section 6.1. Standing Committees. The Board may, by resolution, establish standing committees as the Board may determine to be necessary or advisable, each of which shall consist of at least one Director. The Chair shall appoint a Director to chair any committee established hereunder.

Committees shall maintain minutes of each meeting and shall file copies of the minutes with the corporate records. Such committees shall have all the powers delegated by the Board except that no committee shall have the power (i) to change the membership of, or to fill vacancies in, any committee of the Board; (ii) to fix the compensation of any Officer or Directors or any committee of the Board; (iii) to amend or repeal these Bylaws or the Certificate of Formation, or adopt any new Bylaws; (iv) to adopt an agreement of merger or consolidation; or (v) to exercise other powers specifically denied such committee or work group by resolution of the Board or by law. Absent any determination by the Board to the contrary, each committee and each of its members shall serve at the pleasure of the Board.

Section 6.2. An Act or Authorization. An Act, or authorization of an act, by any committee created by the Board, within the authority delegated to it, shall be as effective as though the act were performed, or authorized to be performed, by the Board.

Section 6.3.Committee Members. Members of committees established by the Board of Directors need not be members of the Board. In addition to all of the other powers vested in the University President, the proposed appointment of such committee members by the Board must be approved by the University President, in writing, in order for such appointment(s) to become effective. In addition, University President, in his or her sole discretion, may remove some or all of the members from a committee. Any such committee members appointed under this section shall serve such terms as determined by the Board unless such service is earlier terminated in accordance with these Bylaws.

Section 6.4. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board.

Section 7.1. Purpose. The Board may transact any and all business of the Foundation, including the appointment of members of the Board, ratification of acts of the Board undertaken since the last meeting, ratification of acts of committees undertaken since the last Board meeting, and changes to the Foundation's Bylaws.

Section 7.2. Place of Meetings. Meetings of the Board shall be held at the principal office of the Foundation or at any such other place as chosen by the Chair, including virtually pursuant to Section 7.10 herein.

Section 7.3. Regular Meetings. The Board shall meet in regular session at least once per year. The annual meeting of the Board shall be held in or around the commencement of each fiscal year of the Foundation, for the appointment of incoming Directors (if any) and for the transaction of such business as may properly come before the meeting.

Section 7.4. Special Meetings. Special meetings may be called at any time by the Chair or the Executive Director. Special meetings of the Board may also be called by or at the request of the Secretary if the Secretary receives a written request of at least one-third of the Directors.

Section 7.5. Special Meeting Business. At a special meeting of the Board, the business transacted shall be limited to that which has been stated in the notice of the meeting provided to the members of the Board, unless a majority of the members of the Board agree to consider the additional business.

Section 7.6. Quorum. If a number of Directors constituting a majority of the Board are present, a quorum shall exist for conducting the meeting. Except as otherwise specifically provided in these Bylaws, the action of a majority of the Directors present at the meeting at which a quorum is in attendance or participating under

Section 7.7 shall constitute action by the Board. A valid meeting cannot be held if a quorum does not exist. The quorum must exist when the meeting is called, and will not be invalidated if some members of the Board leave before the meeting is adjourned.

Section 7.7. Voting by the Board. Except as may be allowed by applicable law or as otherwise provided in these Bylaws, all actions of the Board shall be made at a duly called meeting of the Board where a quorum is present; provided, however, that any action to amend these Bylaws to increase the size of the Board shall require the approval of at a two-thirds majority of the then sitting Directors.

Section 7.8. Vote by Proxy. Each Director shall have one vote and each Director may cast his or her vote on any question. In the absence of any Director, another Director may cast the absentee Director's vote on that question only upon presentation of a signed proxy letter from the absentee Director. For purposes of the quorum, a signed proxy letter on at least one question to be decided at that meeting shall substitute for physical presence of that Director at that meeting.

Section 7.9. Chair Presides. The Chair of the Board, or in the absence of the Chair, the Vice-Chair, shall preside over all meetings.

Section 7.10. Meeting Participation. One or more Directors may participate in a meeting of the Board by means of telephone, internet, videoconference, or other communication means, provided that the Directors have access to all documents, visual aids, and discussion presented at the meeting, as well as full opportunity to participate in discussion of matters transacted at the meeting to the extent he or she desires.

Section 7.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof may be taken without a meeting, if prior to such action a written consent, including consent by reply e-mail or by fax, thereto is transmitted by the number of Directors or members of such committee necessary to conduct such action or actions, as the case may be, and such written consent shall be included in the minutes of proceedings of the Board or committee.

Section 8.1. Duties of the Executive Director. Under the supervision of the Board, the Executive Director shall have and exercise general control and supervision over the financial and business affairs of the Foundation and shall perform such other duties and exercise such other powers as may be assigned to him or her by the Board. The Executive Director shall report directly to the Chair of the Board. The Executive Director shall have general executive charge, management and control of properties, business and operations of the Foundation with all such powers as may be reasonably incident to such responsibilities, and shall have such other powers as may be assigned to him or her from time to time by the Board, including, but not limited to:

• attending all meetings of the Board as an ex-officio, non-voting Director;
• ensuring that the members of the Board and other committees are notified of their respective meetings and that accurate minutes are kept of all meetings of the Foundation;
• keeping an itemized record of all receipts, disbursements and financial transactions of the Foundation in accordance with generally accepted accounting principles or other accounting method approved by the Board;
• making an annual report to the Board with respect to the Foundation's property and business activities, and providing information to the Board as requested from time to time for review and consideration by the Board;
• endorsing or cause to be endorsed, in the name and on behalf of the Foundation, all checks, notes and other obligations and shall deposit the same, with monies received by the Foundation, to the credit of the Foundation in such bank or banks or depositories as designated by the Board; and
• serving as an ex-officio member of all committees.

Section 8.2. Administrative Support Services. In consideration of the Foundation's support of the University, the Texas State University System Board of Regents (the “System Board”), for the benefit of the University, has agreed to provide certain staff, resources, and certain administrative support services to the Foundation and to aide and assist the Foundation in the management of its affairs under the supervision of the Board. Such administrative support services shall be evidenced by a Memorandum of Understanding or similar agreement to be entered into between the Foundation and the University (the "University MOU").

The University MOU shall require the scope of services and budget for all billable administrative expenses payable by the University. Any administrative services rendered to the Foundation by the University shall be subject to reimbursement as determined and directed by the University and shall be memorialized in the University MOU. The University MOU shall not have a stated initial term of more than three years but may be subject to annual renewal prior to the expiration of the term thereof. The University MOU shall not empower the University to take any action on behalf of the Foundation that is reserved to the Board or the Executive Director as provided in these Bylaws.

Section 8.3. Compensation of Executive Officers. Except as otherwise provided in the University MOU, the Executive Director and other executive officers may be compensated for their services at a rate determined and set by the Board. In accordance with the System's Rules and Regulations, any employee of the University who serves in a management or decision- making position with the Foundation or who renders services of any kind whatsoever to the Foundation shall receive no salary or benefit for such service unless the receipt of such salary or benefit has been approved by the Board of Regents.

Section 8.4. Employees and Other Agents. The Foundation may from time to time appoint such employees and other agents as it shall deem necessary, each of whom shall serve the Foundation at the pleasure of the Board, and shall have such authority, perform such duties and receive such reasonable compensation, if any, as the Board may from time to time determine.

Section 9.1. Endorsing Instruments. The Board shall adopt a policy specifying the authority of the officers, employees, and agents of the Foundation to approve expenditures by the Foundation already approved in the annual budget. Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, the Board is authorized to select such depositories as it shall deem proper for funds of the Foundation. In the absence of such determination by the Board, checks or other instruments shall be signed by the Executive Director if the expenditure is part of an approved budget or was previously approved by the Board; provided that checks, instruments or withdrawals exceeding $10,000 shall require the joint signature of the Executive Director and the Treasurer. Any unbudgeted expenditures in excess of $5,000 must be approved by the Board.

Section 9.2. Depositing Funds. All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies or other depositories as the Board may select.

Section 9.3. Gifts. The Board may accept on behalf of the Foundation any contribution, gift, bequest or device for the general or special purposes of the Foundation.

Section 10.1. Contracts Approval. The Board may authorize the Executive Director or any officer or officers, agent or agents, in the name of and on behalf of the Foundation, to enter into and to execute bonds, contracts, and other obligations or instruments that do not exceed $100,000. Approval by a majority of the Board shall be required for any transaction exceeding or expected to exceed $100,000. Such authority may be general or confirmed to specific instances.

Section 11.1. Books and Records. The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board and shall keep at the registered or principal office a record giving the names and addresses of the Directors entitled to vote. Any Director or his/her agent or attorney may inspect all books and record for any proper purpose at any reasonable time.

Section 11.2. Amendments. These Bylaws may be altered, amended or repealed and new bylaws adopted by a two-thirds majority of the Board, at any meeting called for that purpose. Notwithstanding the foregoing, any proposed substantive changes to the Bylaws are subject to approval by the System Board before any such proposed changes may be adopted and implemented by the Board. In addition, the Foundation must obtain the written approval of its governing instrument, including its constitution and bylaws, from the System Board and the University at least once every ten years.

Section 11.3. Legal Construction. To the greatest extent possible, these Bylaws will be construed to conform to all legal requirements and all requirements for obtaining and maintaining all tax exemptions that may be available to nonprofit corporations.

Section 11.4. Waiver of Notice. Whenever any notice is required to be given under the provisions of the TBOC or under the provision of the Certificate of Formation of the Foundation or these Bylaws, a wavier there of in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 11.5. Parliamentary Authority. The rules contained in Robert's Rule of Order as amended shall govern the Foundation in every case to which they are applicable and in which they are consistent with these Bylaws.

Section 11.6. Dissolution. In the event the Foundation dissolves or ceases to be a 501(c)(3) organization, the assets remaining in the Foundation, after payment or making provision for payment of any fees or expenses properly chargeable to the Foundation, shall be distributed to the University by the Foundation. Distribution shall occur as soon as reasonably practicable but in no event shall asset distribution to the Texas State University System (the “System”) or University take longer than 120 days after the Foundation’s dissolution or loss of 501(c)(3) status.

Section 11.7. Liability Insurance. The System shall secure a Not-for-Profit Organization Management Indemnity Policy on behalf of the Foundation. In the event System determines it cannot or will not provide such policy coverage, System will provide Foundation written notice in advance of the anticipated change in coverage.

Section11.8.Audit Requirements. The Foundation shall have an external financial statement opinion audit performed every year by a Certified Public Accounting (CPA) firm. In the event Foundation possesses unrestricted funds totaling less than five million US dollars ($5,000,000) at the end of its fiscal year, the Foundation may request the CPA firm to perform either a compilation and review of the financial statements or completion of the Form 990 tax records.

As required by Texas Government Code 321.020, prior to contracting with a private auditor, the Foundation shall obtain delegated authority from the State Auditor’s Office through the System’s Office of Internal Audit. The audit report shall be provided to the University President, or his or her designees, and the Office of Internal Audit for review within thirty days of its issuance by the CPA firm.

The Foundation shall comply with requests from representatives of University and/or the System to audit or examine any pertinent or relevant accounting and financial books, documents, papers and records of the Foundation, as determined necessary by University and/or the System in its or their sole discretion.

Section 11.9. Annual Reporting. The Foundation shall, on an annual basis, complete and file all reporting obligations as required by applicable law, including but not limited to the Internal Revenue Code of 1986, as amended. The Foundation shall, on an annual basis, promptly provide copies of the following reports to the University and System as follows: (a) any informational or other returns required to be filed with the Internal Revenue Service, including but not limited to Form 990, copies of which documents shall be provided to University and System within forty-five (45) calendar days of such document(s) being filed; (b) an Annual Financial Report, which shall be delivered to University and System within forty-five (45) days after the conclusion of the Foundation’s fiscal year; and (c) a comprehensive Annual Investment Performance Report, which shall be delivered to University and System within forty-five (45) days after the conclusion of the Foundation’s fiscal year.

Section 11.10. Fiduciary Duties and Obligation. All directors, officers, and members of the Foundation shall attend training focused on conflicts of interest and board members’ fiduciary duties and responsibilities. Said training must be completed by a board director within 120 days of his or her appointment or the reappointment to the board. The training will be provided and/or approved by the System Office of General Counsel. Directors who have received comparable training within five (5) years are exempt from the training requirements.

Section 11.11. Operating Procedures. The Foundation will specifically adhere to any and all existing contractual obligations.

Section 12.1. Indemnification. The Foundation hereby indemnifies and holds harmless University, System, and the System Board against any and all loss, cost, or expenses, including but not limited to court costs and attorney fees, arising by virtue of any and all operations and activities of the Foundation.

Section 12.2. Officer or Director. The Foundation may indemnify any officer or Director of the Foundation to the extent permitted by law and to the extent such officer or Director is acting within such standard of care established under the TBOC.

Section 12.3. Coverage. The provisions of this section shall not be deemed exclusive of any other rights to which any Director, officer or other person may be entitled under any other agreement or pursuant to a vote of the Directors, as a matter of law or otherwise, either as to action in his or her official capacity or as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

1.01     Purpose.  The Texas State University Research Foundation ("Foundation") was formed to promote Texas State University’s (“University”) objectives of providing higher education, conducting research, providing public service, and assisting in economic development in Texas. 

 

a.         In furtherance of these objectives, the Foundation will facilitate acquiring sponsored research funds from public and private sources and manage such funds if requested to do so by the University, solicit donations to support activities of the Foundation, pursue appropriate legal protection for proprietary technologies developed through University research, hold and manage real and intellectual property assets on behalf of the University and promote commercialization of research products and transfer of University technologies to appropriate partners for their further development and  commercialization.

 

b.         The Foundation is organized and operated exclusively for charitable, scientific, and educational purposes under Internal Revenue Code § 501(c)(3).  No part of its earnings will inure to the benefit of any private shareholder or individual, and no substantial part of its activities will consist of carrying on propaganda or attempting to influence legislation.  It will not participate in, or intervene in, any political campaign on behalf of or in opposition to any candidate for public office.  It will not perform any act that would violate Internal Revenue Code § 501(c)(3).

 

c.         The Foundation will not accept any gift or grant if the gift or grant contains major conditions that would restrict or violate the Foundation’s charitable purpose or if the gift or grant would require serving a private as opposed to a public interest.

2.01     Address.  The Foundation’s principal place of business shall be 601 University Drive, San Marcos, Hays County, Texas, 78666.  The Board of Directors may designate other places to conduct business as required.

  3.01     No Members.  The Foundation does not have members.

4.01     General Powers.  The Foundation’s Board of Directors (Board) shall exercise all powers described under the Texas Business Organizations Code §2.101 and manage all property and business of the Foundation.  The Board may appoint or employ such persons as may be necessary to assist in the management of Foundation property and business.  The Board will determine the terms and conditions of any such appointment or employment.

 

4.02     Composition.  The permanent Board of Directors shall be composed of three members.  The Board may, by majority vote, increase the number of directors, elect them to office, and provide for their qualifications and terms of office.  The President of Texas State University, the University’s Provost, and its Associate Vice President for Research and Federal Relations shall be permanent members of the Board and the University’s President will be the Board’s permanent Chair.

 

4.03     Replacement appointment.  Upon the death, extended illness, resignation, or other circumstances of termination of an individual Board member’s service, the Board will appoint a qualified individual to fill his or her position. 

 

4.04     Successive terms.  The Board may determine terms of service for directors other than the permanent members and may provide that they may serve for successive terms.

 

4.05     Compensation and Reimbursement.  A Director shall not receive financial or other compensation for performance of his duties as a Director, but with prior approval of the Board’s Chair, may be reimbursed for any personal funds expended in the performance of his or her duties as a member of the Board.

5.01     Officer positions.  The officers of the Foundation shall be the Chair of the Board of Directors, the President of the Foundation, a Secretary, a Treasurer and an Executive Director of the Foundation.  The Board may, in its discretion, appoint or employ such additional officers as may be necessary to conduct the Foundation’s business.  Each additional officer shall hold office at the pleasure of the Board and shall exercise such powers and perform such duties as assigned by the Board.

 

5.02     Chair.  The President of the University shall serve as Chair of the Board of Directors.

 

5.03     President.  The Provost at the University shall serve as President of the Foundation.

 

5.04     Executive Director.  The President may appoint an Executive Director who shall report directly to the President and shall be responsible to the Board of Directors.  Duties of the Executive Director are described in Section 5.09.  If the President does not appoint an Executive Director the President will serve in that capacity.

 

5.05     Secretary.  The Board will elect the Secretary, who need not be a member of the Board. The Secretary must be a current employee of Texas State University.  The Secretary will be responsible for taking and maintaining minutes of all Board meetings as well as for maintaining corporate records books, and for other duties as assigned by the Board of Directors. 

           

5.06     Treasurer.  The Board will elect the Treasurer, who need not be a member of the Board. The Treasurer must be a current employee of Texas State University.  The Treasurer will serve as chief financial officer for the Foundation.  The Treasurer will review monthly balance sheets prepared by the Executive Director, ensure that an annual budget is prepared and approved by the Board, arrange for annual audits the Foundation, and timely prepare and file Federal tax returns and other required reports to the state or other entities.  

 

5.07      Secretary and Treasurer terms.  The Secretary and Treasurer will serve without fixed terms, at the pleasure of the board.

 

5.08     Vacancies.  If the office of any officer becomes vacant for any reason, the Board will elect a replacement to fill the vacancy.

 

5.09     Duties of the Executive Director.

 

a.         The Executive Director shall have and exercise general control and supervision over the financial and business affairs of the Foundation and shall perform such other duties and exercise such other powers as may be assigned to him by the Board.  The Executive Director shall report directly to the President of the Foundation, and be responsible to the Board for the operation of all business and financial dealings of the Foundation.  The Executive Director may be either:

 

1.         an employee of the Foundation who receives compensation for services directly from the Foundation, or

 

2.         an employee of Texas State University.

 

b.         The Executive Director shall make an annual report to the Board with respect to the Foundation’s property and business activities, and shall provide information to the Board of Directors as requested from time to time for review and consideration by the Board. 

 

c.         The Executive Director, Treasurer, and Secretary of the Foundation may be compensated for their services at a rate determined and set by the Board of Directors.

 

5.10     In accordance with the System’s Rules and Regulations, any employee of the University who serves in a management or decision-making position with the Foundation or who renders services of any kind whatsoever to the Foundation, shall receive no salary or benefit for such service unless the receipt of such salary or benefit has been approved by the Board of Regents.

 

5.11     The Foundation hereby indemnifies and holds harmless Texas State University against any and all loss, cost, or expenses, including but not limited to court costs and attorney fees, arising by virture of any and all operations and activities of the Foundation.  All officers are subject to the University Not-for-Profit Organization Management Indemnity Policy.

 

6.01     Standing or ad hoc committees.  The Board may establish standing or ad hoc committees as the Board may determine to be necessary or advisable and such committees shall have the powers and duties prescribed to them by the Board.

 

6.02     An act or authorization. An Act, or authorization of an act, by any committee created by the Board, within the authority delegated to it, shall be as effective as though the act were performed, or authorized to be performed, by the Board.

 

6.03     Executive Committee.  The Board may, by resolution, establish an Executive Committee to supervise the immediate operation of the Foundation and resolve problems that may arise between meeting dates of the Board.

 

a.         The Executive Committee shall be empowered with the authority given it by the Board, and shall exercise the authority given by the Board in dealing with matters that may arise between meeting dates of the Board.

 

b.         The Executive Committee shall not have authority to recommend or elect Directors or to remove from office any officers or committee members appointed by the Board.

 

6.04     Committee members.  Members of committees established by the Board of Directors need not be members of the Board and shall serve such terms as determined by the Board.

 

7.01     Purpose.  The Board may transact any and all business of the Foundation, including the appointment of members of the Board, ratification of acts of the Board undertaken since the last meeting, ratification of acts of committees undertaken since the last Board meeting, and changes to the Foundation’s Bylaws.

 

7.02     Place of meetings.  Meetings of the Board shall be held at the principal office of the Foundation or at any such other place as chosen by a majority of the Board.

 

7.03     Business meeting.  Regular Board meetings shall be held at least twice each calendar year. Special meetings may be called as needed to conduct the Foundation’s business.  The Chair or the Executive Director shall give notice of regular annual meetings of the Board no less than five business days in advance of such meeting, and no less than two days in advance of special meetings.

 

7.04     Special meetings.   Requests for special meetings shall be given in writing to the Chair and shall state the purpose for the special meeting. 

  

7.05     Special meeting business.  At a special meeting of the Board, the

            business transacted shall be limited to that which has been stated in the notice of the meeting provided to the members of the Board, unless a majority of the members of the Board agree to consider the additional business.

 

7.06     Quorum.  If a number of members of the Board constituting a majority of the Board are present in person, a quorum shall exist for conducting the meeting.  A valid meeting cannot be held if a quorum does not exist. The quorum must exist when the meeting is called, and will not be invalidated if some members of the Board leave before the meeting is adjourned.

 

7.07     Majority vote.  At a duly called meeting with a quorum, the vote of the majority

            of the Directors present shall determine the passage of any Foundation resolution or other business matter.

 

7.08     Vote by proxy.  Each director shall have one vote and each director may cast his or her vote on any question.  In the absence of any director, another director may cast the absentee director’s vote on that question only upon presentation of a signed proxy letter from the absentee director.  For purposes of the quorum, a signed proxy letter on at least one question to be decided at that meeting shall substitute for physical presence of that director at that meeting.

                   

7.9       Chair presides.  The Chair of the Board or the Chair’s designee shall preside over all meetings.

 

7.10     Meeting participation.  One or more directors may participate in a meeting of the Board by means of telephone, internet, videoconference, or other communication means, provided that the directors have access to all documents, visual aids, and discussion presented at the meeting, as well as full opportunity to participate in discussion of matters transacted at the meeting to the extent he or she desires.

 

7.11     Action without a meeting.  The Board may take action without a meeting if a written consent, stating the action to be taken, is signed by the number of directors necessary to take that action at a meeting at which all of the directors are present and voting.  The consent must state the date of each director’s signature.

 

8.01     Endorsing instruments.  All checks, drafts, bills of exchange, notes, or other instruments or orders payable to the Foundation may be endorsed for deposit to the credit of the Foundation, by such officer or officers, person or persons, as the Board may from time to time designate by resolution.

 

8.02     Depositing funds.  The Foundation will place all of its funds in one or more accounts at Texas State University and will not establish or maintain an account outside the university unless specifically directed by the Board.

 

9.01     Contract approval.  The Board of Directors may authorize any officer or officers, agent or agents, in the name of and on behalf of the Foundation, to enter into, to execute, and to deliver deeds, bonds, mortgages, contracts, and other obligations or instruments that do not exceed $250,000.  Approval by a majority of the Board of Directors shall be required for any transaction exceeding $250,000.

 

10.1     Amendments.  These bylaws may be amended, revised, or repealed upon majority vote by the Directors, at any meeting called for that purpose, subject to approval by the Board of Regents, The Texas State University System.

 

10.2     Legal construction.  To the greatest extent possible, these bylaws will be construed to conform to all legal requirements and all requirements for obtaining and maintaining all tax exemptions that may be available to nonprofit corporations. 

 

10.3     Dissolution.  If the Foundation dissolves, it will first make full payment of its debts and obligations.  Then, the Board will distribute remaining assets to Texas State University, a state agency described in Section 170(c)(1) of the Internal Revenue Code, to be used exclusively for public purposes.