UNIVERSITY OF WEST FLORIDA FOUNDATION, INCORPORATED
The mission of the University of West Florida Foundation, Inc. (the “Foundation”) is to exclusively support and enhance the University of West Florida’s mission of teaching, research, and service as determined by the University of West Florida Board of Trustees, by encouraging alumni and friends to provide private funds and other resources for the University's benefit, managing those assets, providing volunteer leadership in support of the University’s objectives, and performing all business-related matters to accomplish these purposes.
BOARD OF DIRECTORS
The Articles of Incorporation refer to the governing body of the Foundation as the Board of Trustees. In order to distinguish the governing body of the Foundation from the University of West Florida Board of Trustees, the governing body of the Foundation is referred to herein as the Board of Directors and its members as Directors.
Section 2.01. Number of Directors.
The number of Elected Directors must be no fewer than five (5) or more than twenty-two (22), selected in the manner prescribed in these Bylaws. The total number of Directors, Elected and Ex Officio, shall not exceed 28.
Section 2.02. Elected Directors.
Ten of the Elected Directors shall be elected upon nomination of the President of the University of West Florida (“University”). Two of the Elected Directors shall be elected upon nomination by the Alumni Association from its membership. Barring unforeseen circumstances, the remaining ten of the Elected Directors shall be elected by the Elected Directors at the last quarterly noticed meeting of the fiscal year of the Board of Directors.
Section 2.03. Ex Officio Directors.
Ex Officio Directors include the following: (i) one representative of the University of West Florida Board of Trustees (“BOT”), as designated by the BOT Chair; (ii) the President of the University; (iii) the Vice President of the Faculty Senate of the University; (iv) one student representative from the Student Government Association (“SGA”) of the University, as designated by the SGA President; (v) the Immediate Past President of the Foundation Board, and (vi) the President of the Alumni Association. Ex Officio Directors are entitled to a vote upon all matters, except the election of Elected Directors and officers of the corporation.
Section 2.04. Terms of Office.
Section 2.05. Vacancies.
Section 2.06. Responsibilities of Directors.
The responsibilities of all Directors include the following duties:
Section 2.07. Compensation.
While board members provide an invaluable service to the Foundation, University, and community, there shall be no compensation for Board service of Elected Directors or Ex Officio Directors by the Foundation. However, reimbursement of out-of-pocket expenses and funding for supplemental compensation of the University President are allowed.
MEETINGS OF THE BOARD OF DIRECTORS
Section 3.01. Meetings.
Section 3.02. Quorum.
One third of all Directors shall constitute a quorum at any meeting of the Board of Directors and all questions shall be determined by a majority vote of those present at a duly noticed meeting, unless otherwise provided in these Bylaws.
Section 3.03. Conduct of Meeting.
University of West Florida Foundation, Inc.
Board of Directors Meeting
Opening Remarks / Announcements BOD President
Call to Order / Agenda BOD President
Roll Call / Quorum / Approval of Minutes BOD Secretary
University Update UWF President (or designee)
Development/ Campaign VP Advancement
Alumni Alumni Association President
Foundation Business Operations Executive Director, Foundation
Executive Committee BOD President
Investment Committee Committee Chair
Audit/Budget Committee BOD Treasurer
Nominating Committee BOD Immediate Past President
Grant Committee Committee Chair
Other Business BOD President
All Committees shall be duly noticed and minutes shall be kept as provided in Article III of these Bylaws.
Section 4.01. Standing Committees Generally.
The Executive Committee, the Audit/Budget Committee, the Investment Committee, the Nominating Committee, and the Grant Committee are the standing committees of the Foundation, with the duties and responsibilities as indicated by these Bylaws. Under no circumstances will a quorum consist of fewer than three Board members. The Board may override any decision made by a standing committee by a majority of votes at a duly noticed meeting of the Board of Directors, unless otherwise provided in these Bylaws. If needed, a Waiver of Notice to Individual Directors for committee meetings can be authorized in the same manner as provided for in Section 3.01(d) of these Bylaws. Committee meeting shall be held with the frequency necessary to fulfill their governance and fiduciary responsibility to the Board, typically, a minimum of two to four times per year. Special meetings may be called at the discretion of the committee chair in consultation with Foundation staff.
Section 4.02. Executive Committee.
Section 4.03. Audit/Budget Committee.
The Audit/Budget Committee shall consist of no fewer than six (6) Directors with the Foundation Treasurer acting as Chair of the Committee. The Committee shall adhere to the Audit/Budget Committee Charter and all the requirements therein. The Committee shall prepare an annual Foundation budget for review and approval by the Board of Directors. The Committee shall conduct a process for the selection of the independent auditor for recommendation to the Board of Directors. The Committee will review the annual audit and, upon completion, recommend the audited financial statement for approval of by the Foundation Board. The Committee shall review spending proposals (except as specifically described elsewhere in these Bylaws) and review no less than every five years the Foundation Spending Policy and the Audit/Budget Committee Charter to make recommendations to the Board of Directors in this regard.
Section 4.04. Investment Committee.
The Investment Committee shall consist of no fewer than six (6) Directors with the Chair appointed by the Board President and meet no less than four (4) times per year. The Committee shall adhere to and act within the Board approved Investment Policy and all the requirements therein. The Committee shall conduct a process for the selection of the investment consultant for recommendation to the Board of Directors. The Investment Committee in consultation with the investment advisor shall determine investment goals and objectives of the Foundation; review performance in relation to established goals; implement investment of all Foundation funds; and report in writing quarterly to the Board of Directors. The Investment Committee is authorized to act on behalf of the Foundation and the Board to undertake rebalancing of the portfolio within the approved investment targets and managers. The Investment Committee shall have the power to change investment managers on behalf of the Board of Directors within the approved Investment Policy guidelines, but only after performing required due diligence and consultation with the investment consultant. However, all changes undertaken to rebalance the portfolio and/or changes in investment managers will be reported to the Board of Directors within 30 days. All changes to the Investment Policy must be approved by the Board of Directors before being implemented. The Investment Committee shall fully explain any proposed new types of investments to the Board. If the Board of Directors approves the new types of investments, these investments shall be incorporated into the Investment Policy, including the percentage of the portfolio to be invested in the new types of investments, and mechanisms for quarterly performance monitoring by the Investment Committee.
Section 4.05. Nominating Committee.
The Nominating Committee shall consist of no fewer than six (6) Directors with the Foundation’s Immediate Past President acting as its Chair. Through the efforts of the Nominating Committee, the Board has an obligation to build a competent board and articulate prerequisites for candidates, orient and mentor new members, and periodically and comprehensively evaluate their own performance. Recommendations for potential nominees shall be submitted to the Nominating Committee no later than the end of January. In keeping with the Board approved nominating process and Board of Director Position Description, The Nominating Committee shall meet and nominate Directors as well as the officers of the Foundation. All such nominations are to be advanced to the Executive Director of the Foundation thirty (30) days prior to the Board’s June meeting. The Nominating Committee shall review and amend, as necessary, the nominating process and Board of Director Position Description no less than every 3 years.
Section 4.06. Grant Committee.
The Grant Committee shall consist of no fewer than six (6) Directors. The Grant Committee shall be chaired by a Director appointed by the President of the Board.
Section 4.07. Ad Hoc Committees.
Ad hoc committees may be created by the Board to perform a specific task that is not within the purview of a Standing Committee. Ad hoc committees may investigate or research a matter, or carry out an action adopted by the Board. The composition and duties of ad hoc committees shall be determined by the Board. Ad hoc committees may be comprised of as few as one Director working with Foundation staff.
EXECUTIVE DIRECTOR AND OFFICERS
Section 5.01. Executive Director.
Section 5.02. President.
The Foundation Board President shall preside at all meetings of the Board of Directors, including the Executive Committee, and shall act as the chief executive officer of the Foundation, and shall do and perform such other duties as from time to time may be assigned to the President by the Board of Directors. The President's term of office shall be two years or until a successor is chosen and qualifies.
Section 5.03. Vice President.
The Foundation Board Vice President shall preside at all meetings and perform the duties of the President in the absence of the President. The Vice President shall have full authority to act for the President in the President’s absence or incapacity. The Vice President’s term of office is two years or until a successor is chosen and qualifies.
Section 5.04. Secretary.
The Foundation Board Secretary or designee shall keep the minutes of all meetings of the Board of Directors and the Executive Committee. As may be required, the Secretary may sign with the President all contracts authorized by the Board of Directors in the name of the Foundation, and if required, affix the seal of the Foundation. The Secretary shall be responsible for working with the Executive Director to maintain compliance with Florida law and regulations related to the retention and availability of Foundation records as may be required by Florida law. Within the limits of the term of their appointment, the Secretary’s term of office is two years, or until a successor is chosen and qualifies.
Section 5.05. Treasurer.
The Foundation Board Treasurer shall review the fiscal affairs of the Foundation and serve as the Chair of the Audit/Budget Committee. The Treasurer shall review all disbursements made by the Foundation. The Treasurer shall, with the assistance of the Executive Director, prepare financial reports to the Board of Directors for each regular meeting of the Board, or as may be required by the Board or Executive Committee. The Treasurer shall report the actions taken by the Audit/Budget Committee to the Board. Within the limits of the term of their appointment, the Treasurer’s term of office is two years, or until a successor is chosen and qualifies.
Section 5.06. Absence or Incapacity of Officers.
In the event of absence, inability, or refusal to act of any officer of the Foundation, the Board of Directors may appoint another Director to perform the officer’s respective duties.
Section 5.07. Bond.
Each officer and the Executive Director, if authorized to collect, hold, or disburse funds of the Foundation, shall be bonded for the faithful discharge of his or her duties, the adequacy of which shall be determined by the Executive Committee. The Foundation shall pay for the bonds.
Section 5.08. Directors and Officers Liability Insurance.
The Foundation shall maintain Directors and Officers Liability Insurance on behalf of the Board.
DUTIES OF THE UNIVERSITY
Section 6.01. University of West Florida Resources.
The University President or designee shall have the following powers and duties related to University resources:
(i) Monitor and control the use of University resources by the Foundation.
(ii) Establish fundraising priorities that are consistent with the University’s Mission and ensure coordination of all fundraising activities among all direct support organizations of the University.
(iii) Control the use of the University name by the Foundation.
(iv) Monitor compliance of the Foundation with federal and State laws and regulations.
(v) The University board of trustees or designee shall review and approve the Foundation’s annual operating budget prepared by the Foundation’s Audit/Budget Committee and approved by the Foundation Board of Directors.
(vi) Approve contributions of funds or supplements to support Intercollegiate Athletics.
Section 6.02. Employees.
Any person employed by the Foundation shall not be considered to be an employee of the State of Florida by virtue of such employment unless specific agreements have been executed by the University Vice President for Administrative Affairs.
Section 7.01. Original Charter Directors.
The Charter Directors of the University of West Florida Foundation, Inc. shall include all members of the Board of Directors as of December 20, 1972, and the original group elected by the Board to Charter membership. No additions may be made to this group which has distinguished itself for its leadership, financial support, and the demonstrated character and achievements of its membership.
Section 7.02. Eligibility for Service.
The Charter Directors shall be eligible to serve on committees established by the Board of Directors for the conduct of the affairs of the Foundation. They may be consulted individually or collectively by the President of the University, President of the Foundation, or the Board of Directors upon important matters or policy relating to the purposes of the Foundation or the objectives of the University. They shall perform such other functions as the Board of Directors may from time to time designate.
UNIVERSITY OF WEST FLORIDA FOUNDATION FELLOWS
Section 8.01. Fellows
The persons constituting the University of West Florida Foundation Fellows shall be elected upon the nomination of the Board of Directors of the Foundation and confirmation by the President of The University of West Florida. Their number shall be limited only by the high standards to be used in their selection to assure that this honor be extended to persons of merit and distinction.
Section 8.02. Nomination Process
Board members wanting to recommend individuals for membership as a Foundation Fellows should contact the Executive Director of the Foundation. The President of the Foundation Board will identify the appropriate standing or ad hoc committee to review the nomination(s). Throughout the nomination process, the nominator retains responsibility for presenting a strong case for the nominee’s induction.
Section 8.03. Nomination Criteria
When considering potential Foundation Fellows, those involved in the nomination and confirmation process should consider the following qualifications:
Section 8.04. Duties
The University of West Florida Foundation Fellows shall have no fixed duties but they may be consulted, individually or collectively, by the President of The University of West Florida, the President of the Foundation, or the Board of Directors on important matters of policy related to the purposes of the Foundation or the objectives of the University. Fellows may also be called upon to act as ambassadors for the Foundation at various university and community functions.
Section 8.05. Meetings
The President of the Foundation and the President of The University of West Florida may at any time jointly call a special meeting of the Foundation Fellows for the purpose of obtaining their advice and counsel, but it shall not be mandatory to call any such meeting. The agenda for such meetings shall be prepared jointly by the President of the Foundation and the President of the University.
Section 8.06. Nonbinding nature of advice
The University of West Florida Foundation Fellows may, subject to the Articles of Incorporation and these bylaws, communicate their suggestions, advice and counsel to the Board of Directors and to the President of The University of West Florida. While the advice of the Foundation Fellows is nonbinding on the Foundation Board and the University administration, any advice and counsel given by the Foundation Fellows shall be duly considered by the Board of Directors and the President of the Foundation in determining any matters of policy or in the transaction of any business to which the advice and counsel pertains.
The seal of the Foundation shall be inscribed with the words "University of West Florida Foundation, Inc.,” the figures "1965," and the words "Corporation Not For Profit."
COMPLIANCE WITH FOUNDATION BOARD POLICIES
Section 10.01. Conflict of Interest Policy.
The purpose of a conflict of interest policy is to protect the Foundation's interests when entering into a transaction or arrangement that might benefit the private interests of an Officer Director, Charter Director, or Foundation Fellow. All Board members are responsible for maintaining updated conflict of interest forms in compliance with the Foundation Board Conflict of Interest Policy. The Executive Committee will monitor overall Board compliance with the policy and state and federal regulations.
Section 10.02. Whistleblower Policy.
The Foundation strives to maintain the highest level of stewardship. Directors and employees are expected to observe the applicable provisions of the Code of Ethics for Public Officers and Employees, Part III of Chapter 112, Florida Statutes, and are herein advised that fraudulent and other wrongful acts will not be tolerated. In accordance with this goal the Foundation subscribes to all applicable University and State of Florida policies regarding the protection of whistleblowers. If any employee reasonably believes that some policy, practice, or activity of the Foundation is in violation of law, a written complaint must be filed by that employee with the Foundation President or Foundation Vice President.
It is the intent of Foundation to adhere to all laws and regulations that apply to the organization and the underlying purpose of this policy is to support the organization’s goal of legal compliance. The support of all Directors and employees is necessary to achieving compliance with various laws and regulations. An employee or Director is protected from retaliation if the person brings the alleged unlawful activity, policy, or practice to the attention of the Foundation President or Foundation Vice President and provides the Foundation with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is available to employees that comply with this requirement.
The Foundation will not retaliate against an employee or Director who in good faith, has made a protest or raised a complaint against some practice of the Foundation, Director, or of another individual or entity with whom the Foundation has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.
The Foundation will not retaliate against persons who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of the Foundation or a Director thereof that the person reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, of the Foundation or the University.
If the Foundation President or Foundation Vice President receives a complaint in accordance with this policy, the Foundation President or Foundation Vice President has a duty to investigate the complaint and, if deemed legitimate or likely so, to rectify the situation or take appropriate and immediate steps to begin to rectify the situation.
Section 10.03. Document Retention.
The Foundation shall comply with all applicable Foundation, University, State of Florida, and federal laws, regulations, and policies regarding document retention and destruction. Documents shall never be destroyed or removed for illicit or unethical purposes.
Section 10.04. Other Approved Policies.
Board members will comply with all other such policies as may be adopted by the Board from time to time to remain in compliance with best practices, laws, or regulations.
CONFIDENTIALITY AND DISCLOSURE OF DOCUMENTS
As stated in Florida Statutes Section 1004.28, as it may be amended, certain Foundation records are confidential and exempt from Florida public records laws. Upon receipt of a reasonable and specific request in writing, the Foundation will provide financial information such as expenditures from Foundation funds, documentation regarding completed business transactions, information about the management of Foundation assets, and information required to be disclosed by the Internal Revenue Code or other applicable law. The Foundation will furnish this information in a format reasonably responsive to the request, at a reasonable cost to the requesting party. The Foundation will not, however, release any record or information that includes personal or financial information about a donor, prospective donor, alumnus, volunteer, or employee, unless otherwise required by law. All fundraising activities undertaken by University staff, faculty, or students, or by volunteers, are undertaken on behalf of the Foundation. All documents associated with such activities in possession of any University staff, faculty, or student, or any volunteer, are records of the Foundation and are confidential as provided by law.
These Bylaws may be altered, amended, rescinded, or repealed at any duly noticed regular or special meeting of the Board of Directors by the affirmative vote of a majority of the members of the Board present. Any amendments to these Bylaws shall be approved by the BOT as may be required by Florida law, regulation, or policy.
Revised: July, 2003
Adopted by UWF Foundation Board of Directors: September 26, 2003
Approved by UWF Trustees: May 21, 2004
Revised: June, 2005
Adopted by UWF Foundation Board of Directors: June 10, 2005
Approved by UWF Trustees: June 10, 2005
Revised and Adopted: December 8, 2005
Approved by UWF Board of Trustees: December 9, 2005
Revised and Adopted: December 10, 2009
Approved by UWF Board of Trustees: _______________, 2010