Southeastern Louisiana University Foundation
Presented October 13, 2011
Updated November 5, 2015
The Southeastern Louisiana University Foundation is a non-profit corporation that serves only Southeastern Louisiana University. Incorporated in 1956, the Foundation has three primary missions:
All references in these Bylaws to “Foundation” shall mean Southeastern Louisiana University Foundation.
As set forth in the Articles of Incorporation, the Directors of the Southeastern Louisiana Foundation (“Foundation”) are and shall constitute the Members of the Foundation. Whenever by reason of the Articles of Incorporation, by these Bylaws, or law, powers are vested in or actions of the Foundation are subject to the consent or approval of, or must be taken by or subject to the approval of, the Members, the vote or consent of the Directors who are Members, whether such vote is at a meeting called as a Director meeting or a Member meeting, or whether pursuant to a written consent as Directors or as Members, and regardless of how denominated or referenced in any document, consent, or meeting call, shall constitute and qualify as the action of the Directors and the Members in both capacities, without exception.
The Board of Directors shall be responsible for the governance of the Foundation in accordance with the Articles of Incorporation, these Bylaws and the laws and regulations of the State of Louisiana and the United States of America, and it shall be responsible for directing the affairs of this corporation for the purposes for which it was created. The duties and powers of the Board shall include, without limitation:
The number of Directors that shall constitute the Board of Directors of the Foundation shall be at least seven (7) and not more than thirty one (31), and at all times there shall be an odd number of Director slots designated. The total number of Directors for the immediate following fiscal year shall be set by the existing Directors at or before the annual meeting, but the total number of Directors shall remain the same if the existing Directors do not set a different number.
To be eligible for Board membership, an individual must (1) demonstrate qualities of honesty, integrity, justice, and sound moral character, (2) be committed to upholding the purposes, philosophy and general policies of the Foundation, as stated in its Articles of Incorporation, (3) have the willingness and ability to devote necessary time to Foundation activities, (4) have particular expertise or experience deemed necessary or desirable to the Board, (5) be able to apply experience and expertise at Board meetings, and (6) be at least twenty one years of age.
At or before the annual meeting, the Directors shall establish the number of new and expiring Director slots to be filled at the annual meeting, the term of any new Director slots, and shall accept nominations from the Directors (or Governance Committee) for persons to fill such new and expiring Director slots to be filled, if any. Election of Directors to fill any new or expiring Director slot shall be by separate vote for each Director slot, and any person nominated shall be elected to such slot by majority vote of the then existing Directors. Directors so elected shall serve a term beginning on the first day of the next fiscal year.
Directors elected shall initially be divided into three classes of approximately equal size: one class shall be elected to serve a term of one (1) year; a second class shall be elected to serve a term of two (2) years; and a third class shall be elected to serve a term of three (3) years. Thereafter, the classes shall be elected at the annual meeting of the Foundation on a rotating basis. All directors elected at the annual meeting shall succeed the incumbent Directors whose terms of office expire that year and shall be elected to serve a term of three (3) years and until their successors are elected and take office.
Directors may serve multiple three year terms. By a two-thirds (2/3) vote of the full board, this provision may be waived at any time.
Any vacancy occurring among the Directors by death, resignation, or otherwise, shall be filled by the Directors by election for the unexpired term, at the next regular or special meeting of the Directors. A Director elected to fill a vacancy shall hold office until the next annual meeting of the Foundation and until his/her successor is elected and qualified. Such partial term shall not count as a three-year term for the purpose of determining eligibility for election to successive terms. Directors to fill any new, vacant, or expiring Director slot shall be by separate vote for each Director slot, and any person nominated shall be elected to such slot by majority vote of the full Board of Directors.
Any Director, may be removed by a two-thirds (2/3) vote of the full Board of Directors.
Any Director may resign at any time by giving written notice to the Vice President for University Advancement, Foundation Chair or the Secretary of the Foundation. Such resignation shall take effect at the time specified therein or, if no time is specified, then upon delivery.
Other than reimbursement of direct expenses incurred with approval of the Board of Directors, no Director of the Foundation shall receive from the Foundation any compensation for his/her services as such, directly or indirectly.
There shall be an annual meeting of the Directors held in the last quarter of each fiscal year at the then existing principal office of the Foundation, on such day and at such time designated by the Chairman of the Board of Directors in a written notice to each Director delivered at least 30 days prior to such meeting date.
Regular meetings may be held at the registered office of the Foundation or at such other place or places, either within or without the State of Louisiana, as the Board of Directors may from time to time designate. At each annual meeting the Directors shall determine the date and time for the regular meetings for the following year. Each Director shall be deemed to have received notice of each regular meeting scheduled at the annual meeting without further notice (other than the next annual meeting for which notice shall be given as stated above).
Special meetings of the Board of Directors may be called by the Chairman of the Board, the Vice President, majority of the voting Directors in office, at their discretion, upon notice. Such notice shall be deemed to have been given if: (1) it is deposited in the United States mail, first class mail postage prepaid, at least five (5) days before the date of the special meeting, or (2) it is given personally by e-mail, by telephone or by sending a telefaxed copy of the notice directly to the Vice President, at least seventy-two (72) hours before the time of the special meeting. No business other than that specified in the notice of the meeting shall be transacted at any special meeting unless a written waiver of notice is executed by the Directors. Emergency special meetings may be held on any date and at any time, and after any notice that is reasonable under the circumstances.
Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A waiver of notice signed by the Director or Directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.
At all meetings of the Board of Directors, the presence of a majority of the Directors of the entire Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business by the Board of Directors, except as otherwise provided by the Articles of Incorporation or these Bylaws.
A majority of the Directors of the Board of Directors present at any regular or special meeting of the Board of Directors, although less than a quorum, may adjourn the same from time to time, until a quorum shall be present. If the Board of Directors temporarily adjourns any special meeting for the purpose of reconvening at a later time to obtain a quorum, all Directors not present at such initial meeting shall be given notice of the date and time of the reconvened special meeting in the same manner required for the initial notice of such special meeting.
At all meetings of the Board of Directors, each Member Director present shall have one vote.
Except as otherwise provided by the Articles of Incorporation or these bylaws, the action of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum is present when a meeting of the Board of Directors is convened, the Directors present may continue to do business, taking action by a vote of a majority of a quorum as fixed above, until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum as fixed above or the refusal of any Director present to vote.
Any action consented to in writing by all of the Directors shall be and constitute the act of the Board of Directors and shall have the same force and effect as if the same had been passed by the necessary vote of Directors at a duly called meeting of the Board of Directors. The written consents of Directors shall be filed by the Secretary with the minutes of the Foundation.
Members of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment, provided that all persons participating in the meeting can hear each other and communicate with each other. Participation in a meeting in this manner shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened. The Secretary or other appropriate officer may certify any action taken at such a meeting to any interested party as action taken at a meeting duly and lawfully convened and held.
A Director who is present at a meeting of the Board of Directors at which action on a corporate matter is taken shall be presumed to have assented to such action unless the Director shall indicate his dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof and his dissent shall be recorded in the minutes of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.
The Board of Directors, by resolution adopted by a majority of the Directors of the entire Board of Directors, may from time to time establish such committees and advisory boards (collectively “committees”) as the Directors deem advisable. Each committee shall consist of one or more persons, who need not be Directors or Members or Officers of the Foundation, and shall have and exercise such duties as determined by the Board of Directors. The Chairman of the Board of Directors shall appoint a chairman of each committee. The members of each committee shall be selected and serve at the pleasure of the chairman of that committee, except as otherwise provided herein. The Chairman of the Board of Directors shall be a member of each committee without exception. The Directors shall have the power to dismiss any person from membership in any committee, and in the event a person who is not a Director is proposed from membership on any committee, such proposal must be approved by the Directors. Any vacancy occurring on a committee may be filled by the chairman of the committee subject to all provisions hereof.
The Board of Directors may not delegate to a committee the powers of the Directors or of the Officers of the Foundation. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors at the next following meeting of the Board of Directors. A majority of the members of each committee may fix its rules of procedure and by laws, subject to amendment at any time by the Directors. No member of any committee shall by reason of such membership have the authority, and no committee vote or decision, shall bind the Foundation in any manner, and the vote and the decision of the Directors shall control in all matters referred to any committee. The Directors may also designate one or more persons as Honorary members of any committee. Such Honorary members may participate in committee meetings and decisions but shall not constitute Directors or have or exercise any voting rights in decisions of such committee.
There shall be the following standing committees of the Foundation: Governance Committee, Philanthropy, and the Executive Committee. Except for the Governance Committee and the Executive Committee, committees shall be composed of interested, active persons who may or may not also be members of the Board of Directors. The chairman of each standing committee shall be a Director of the Foundation appointed by the Chairman of the Directors. Any member of a committee may resign at any time by giving written notice of such resignation to the chairman of such committee or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.
It shall be the duty of each Standing Committee to make such reports as from time to time may be requested by the Board of Directors, or the Chairman of the Directors, or as required by these Bylaws.
There shall be a Governance Committee consisting of at least three (3) members of the Board. A Director appointed by the Chairman of the Foundation shall be the Chairman of the Governance Committee. The Governance Committee shall be responsible for the following ongoing activities of the Board: Bylaws review and revision, Board education and nominations for new Officers and Directors and other governance-related issues as may be assigned from time to time by the Board.
The Committee shall consist of at least three (3) members of the Board and such other non-Board members as may be appointed by the committee chairperson as provided herein. A Director appointed by the Chairman of the Board of Directors shall be the Chairman of the Philanthropy Committee.
This Committee assists the Board of Directors by providing volunteer leadership and enthusiasm for fundraising efforts on behalf of Southeastern Louisiana University. This Committee may have special sub-committees which may include, but are not limited to, a Major Gifts Committee (Capital Campaign), Planned Gifts Committee, Annual Campaign, and/or Special Events Committee.
The Executive Committee shall consist of the Chairman, Vice-Chairman, Secretary, Treasurer, Immediate Past-President, and one member elected by the Board of Directors.
Between regular meetings of the Board, the Executive Committee shall possess the powers of the Board with respect to managing and conducting the affairs of the Foundation, subject to such instruction as may from time to time be imposed by the Board, except that the Executive Committee shall not: (i) fill vacancies on the Board or in any committee; (ii) amend or repeal the Bylaws or adopt new Bylaws; (iii) amend or repeal the Articles of Incorporation or (iv) amend or repeal any resolution of the Board which by its terms is not so amendable or repeal-able.
The Chairman shall be the Chairman for the Executive Committee. The Executive Committee shall meet and act in the manner prescribed for committees of the Foundation in Section 1.19.6 of this Article. The Executive Committee shall report its actions to the Board at the next succeeding regular meeting of the Board, or at an earlier special meeting called for that purpose, and the actions of the Executive Committee shall be deemed to be ratified by the Board following such report unless affirmatively overruled or modified by resolution of the Board.
Special Committees may be created by the Chairman of the Board of Directors, and shall limit their activities to the accomplishment of the task or purpose for which they were created or appointed and shall have only such power as is specifically conferred by action of the Chairman of the Board of Directors.
In the case of a Special Committee appointed for a purpose or task of a non-continuous nature or character, such Special Committee shall stand discharged upon the completion of such purpose or task.
Each committee shall meet upon the call of the chairman of such committee. Each committee shall elect a secretary and minutes of the meetings of committee shall be taken. Secretaries need not be members of the committees. A majority of the members of a committee shall constitute a quorum, and any transaction of a committee shall require a majority vote of the quorum present at any meeting. Any action required or permitted to be taken by a committee may be taken without a meeting if all members of the committee consent in writing to the adoption of a resolution authorizing the action. Any one or more members of a committee may participate in a meeting of such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
At any meeting of the Directors, except for special meetings called for a particular purpose, the order of business shall be as follows, subject to modification by the Chairman of the Directors or the acting chairman of the meeting:
An Honorary Director, or “Emeritus Director” is one who has consistently, over an extended period of time, rendered exceptional service to the Foundation and the University. Emeritus directors shall be nominated by the Executive Committee and approved by the Board. Each Emeritus Director shall have all the privileges of a regular Director, except that the Emeritus Director shall have no vote and are not counted in determining a quorum.
Officers of the Foundation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these Bylaws, or may be specifically conferred or imposed upon them by the Board of Directors. The Board of Directors shall have the power to alter the duties of the Officers.
The officers of the Foundation shall be a Chairman, Vice-Chairman, Immediate Past Chairman, a Treasurer, a Secretary and such other officers as the Board may in its discretion determine. All officers shall be elected for a term of one year by the Board of Directors. Such officers shall hold office until their successors are elected and qualified. Any two or more offices may be held by the same person, except the offices of Chairman and Secretary.
Those officers whose titles are specifically mentioned above shall be elected by a majority of the full Board at its annual meeting. Except when an officer resigns, is removed, becomes disabled, or when a new position is created, such officers shall succeed the incumbent officers whose terms of the office expire that year and hold office for a period of one year or until their successors shall have been duly elected and qualified. There shall be no limit in the number of consecutive terms an officer may serve.
Any Officer may resign at any time by giving written notice of such resignation to the Chairman or the Secretary of the Foundation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such Officer, and the acceptance of such resignation shall not be necessary to make it effective.
Any Officer may be removed, either with or without cause, at any time by a two-thirds (2/3) vote of the full Board of Directors.
A vacancy in any office by reason of death, resignation, inability to act, disqualification, removal, or any other reason, may be filled for the unexpired portion of the term by the majority vote of the then existing full Board of Directors. In its discretion, the Board of Directors may leave unfilled any offices except those of President.
The Chairman shall preside at all meetings of the Board and the Executive Committee and shall be a member, ex officio, of all standing committees. The Chairman shall oversee the Foundation’s general management and carry out the policies of the Board and its committees. He shall exercise such other powers and perform such other duties as usually pertain to the office.
In the absence or disability of the Chairman of the Board, the Vice Chair shall perform all of the duties of the Chairman of the Board, and in so acting shall have all the powers of the Chairman of the Board. Vice Chair shall serve as Chair-elect. The Vice Chairman shall have such other powers and perform such other duties as may be prescribed from time to time by the Board.
The Secretary shall issue notices for all meetings, except for notices of special meetings of the Board of Directors which are called by the requisite number of Directors, shall keep minutes of all Director meetings, shall have charge of the seal and the corporate books, and shall make such reports and perform such other duties as are incident to the office, or are properly required of the Secretary by the Board of Directors. The Assistant Secretary, or Assistant Secretaries, in the order designated by the Board of Directors, shall perform all of the duties of the Secretary, and at other times may perform such duties as are directed by the Chairman of the Board of Directors.
The Treasurer shall have general custody of all the funds and securities of the Foundation and shall have general supervision of the collection and disbursement of the funds of the Foundation. The Treasurer shall enter, or cause to be entered, regularly in the books of the Foundation full and accurate account of all money received and paid on account of the Foundation; shall at all reasonable times exhibit his books and accounts to any Director of the Foundation upon application at the office of the Foundation during business hours; and, whenever required by the Board of Directors or the President, shall render a statement of his accounts. In the absence of a comptroller, the Treasurer shall be responsible to the Board of Directors and the Chairman for all financial control and internal audit of the Foundation. The Treasurer shall perform such other duties as may be prescribed from time to time by the Board of Directors.
If the Board of Directors shall so require by resolution, any Officer, Director, employee or agent of the Foundation shall execute to the Foundation a bond in such sum, and with such surety or sureties, as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Foundation, including responsibility for negligence and for the accounting for all property, funds or securities of the Foundation which may come into his hands.
The monies of the Foundation shall be deposited in the name of the Foundation in such bank or banks or trust company or trust companies as the Board of Directors shall designate, and shall be drawn from such accounts only by check or other order for payment of money signed by such persons, and in such manner, as may be determined by resolution of the Board of Directors.
Except as may otherwise be required by law, any notice to any Director may be delivered personally by mail, fax, or by electronic mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his or her last known address in the records of the Foundation, postage prepaid.
The corporate seal of the Foundation, if any, shall be in such form and bear such inscription as may be adopted by resolution of the Board of Directors, or by usage of the officers on behalf of the Foundation.
The Foundation shall indemnify its officers, directors, employees and agents to the greatest extent permitted by law. The Foundation shall have power to 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 an officer, employee, or agent of another Foundation, partnership, joint venture, trust, other enterprise, or employee benefit plan, against any liability asserted against such person and incurred by such person in any such capacity or arising out of any 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.
Any business conducted between the Foundation and one of its Directors or officers must comply with the following conditions:
If a Director is affiliated with the entity, which the Foundation is considering to do business, the Director shall excuse himself from the room during the vote and he abstains from the voting.
The Foundation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors; and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its Directors, giving the names and addresses of all Directors. The Foundation’s registered office and municipal address is: 548 Western Avenue, Room 142, Hammond, LA 70402.
The Board of Directors shall have power to make, adopt, alter and amend or repeal the Bylaws of the Foundation by the affirmative vote of one-half (1/2) of the full Board of Directors at any annual, regular or special meeting duly convened and held.
The Foundation’s fiscal year shall be from July 1 through June 30.