Bylaws of the Murray State University Foundation, Inc.
ARTICLE I . BOARD OF TRUSTEES
NUMBER: The Board of Trustees of the Foundation shall at a minimum consist of the president of Murray State University, two members of the faculty or staff, and two alumni of the said university. The trustees, in their discretion, may increase the membership from time to time by electing new trustees until a total of thirty is reached. Subject to the provisions in Article 1., Section 4. Vacancies, all trustees shall serve until their successors are elected and qualified.
EXPECTATIONS: All trustees shall be expected to promote the purposes of the foundation as stated in the Articles of Incorporation, participate in foundation board and committee meetings, assist in university fundraising efforts, and make meaningful financial contributions to the university.
TERM: All appointments shall be made for a term of four years, following notification of election. The maximum length of term for any trustee shall be four consecutive terms; however this provision shall not be retroactive for current members and only applies to terms beginning on or after July 1, 2002.
VACANCIES: All vacancies on the Board of Trustees, from whatever cause, shall be selected by the Board of Trustees and shall be for the period of the unexpired term.
HONORARY TRUSTEES: Former trustees are eligible for election as life-time honorary trustees. Honorary trustees may attend all meetings but are non-voting. They may be elected by the foundation trustees in recognition of distinguished service and significant contributions to the foundation.
MEETINGS: The meetings of the Board of Trustees shall be held at Murray State University or such other place as the board may deem appropriate. Special meetings may be held at any time upon the call of the president or executive director of the foundation or the chair of the Board of Trustees after reasonable notice by mail, e-mail, facsimile or telephone to the members of the time and place of the meeting. At all meetings a majority of the members of the Board shall constitute a quorum for the transaction of the business.
POWERS: The Board of Trustees shall manage the affairs and conduct the business of the foundation and shall exercise all rights and powers granted to the foundation by its charter. It shall have power to require reports of any officer, committee or employee of the foundation and to require an audit of any accounts of any officer or employee at any time. It shall have sole authority to make contracts of employment, to fix salaries, to borrow money, to authorize issuance of bonds, to contract other debts on behalf of the foundation, and to pledge the credit or property of the foundation for the payment of its debt.
AUTOMATIC RESIGNATION DUE TO NON-ATTENDANCE: Any member who misses three consecutive meetings will be deemed to have resigned, unless an exception is made by the Full Board.
(Article I., Section 8. Automatic Resignation Due to Non-Attendance - Amendments added April 24, 1992 and April 19, 2002)
ARTICLE II. OFFICERS
ELECTION: The officers of the foundation shall be a president or executive director, a chair, a vice chair, a secretary, a treasurer, and such other officers as the Executive Committee or the Board of Trustees may from time to time determine. The secretary and the treasurer shall be the same person until such time as the Board of Trustees deem two persons necessary. All officers of the foundation, except the president or executive director, shall be elected. The term of all officers, except the president or executive director and the secretary of the foundation, shall be four years. The chair and the vice chair shall be members of the Board of Trustees. All officers shall serve until their successors are elected and qualified.
PRESIDENT: The president or executive director of the Murray State University Foundation shall be selected by the Board of Trustees. The president or executive director may be either a trustee of the board or an employee of the foundation. The president or executive director, subject to board or Executive Committee approval, shall sign the name of the foundation to all deeds, mortgages, contracts, and other documents or writings required to be signed by the foundation. The president or executive director may be delegated additional duties as needed by the Board of Trustees.
CHAIR: The vhair shall preside at all meetings of the trustees and of the Executive Committee at which he or she is present, and in general shall perform all of the duties usually pertaining to the office of chair and such other duties as may from time to time be required of him or her by the Executive Committee.
VICE CHAIR: The vice chair shall preside at all meetings of the Board of Trustees in the absence of the chair, and shall perform such other duties as may be delegated to him or her from time to time.
SECRETARY: This officer shall attend all meetings of the Board of Trustees and keep accurate minutes of the proceedings thereof in such a form as to serve as a permanent record. The secretary shall attest the signature of the president or executive director of the foundation to all papers, documents and other writings required to be signed by the foundation. The secretary shall be custodian of the charter of the foundation and of these by-laws.
TREASURER: This officer shall have the responsibility for care and custody of all funds, moneys, and securities of the Foundation and shall keep an accurate account and record of the same. If the treasurer is a board member, he or she may delegate these duties to an employee of the foundation, such as the controller. The treasurer shall deposit all moneys received on behalf of the foundation in its name in such bank or banks as may be designated by the Board of Trustees. The treasurer shall draw and sign such checks or vouchers as may be necessary for the withdrawal or payment of the funds so deposited when so authorized by the chair or the Board of Trustees. The treasurer shall present a written report of the conduct of his or her office at the annual meeting of the Board of Trustees and at such other times as he or she may be directed by the chair or the Board of Trustees. The treasurer shall account to his or her successor in office for all funds and securities received by him or her. The Treasurer shall give such bond for the faithful performance of his or her duties as the Board of Trustees may from time to time require. The cost of all such bond or bonds shall be paid by the foundation. There may be an assistant treasurer appointed by the chair or Board of Trustees who shall act in the absence or disability of the treasurer, this assistant treasurer to furnish proper bond.
OTHER OFFICERS: The Board of Trustees or the Executive Committee may select a chief executive officer to be responsible to the board for the management of the operations of the foundation. The individual could have the title of president of the foundation, executive director of the foundation or any other title as deemed appropriate by the board.
OFFICER TERMS: These holding offices as chair, vice-chair, secretary and treasurer shall be limited to a maximum of four consecutive four year terms. If the officer serving as secretary or treasurer is an employee of the foundation and not a member of the board, term limitations do not apply.
ARTICLE III. COMMITTEES
EXECUTIVE COMMITTEE: An Executive Committee consisting of not less than four (4) members of the Board of Trustees (hereinafter sometimes referred to as the "board"), shall be appointed by the chair, subject to the approval of the board. The president of Murray State University shall serve on the Executive Committee, such service not to be subject to appointment by the chair or approval of the board. The chair of the Board of Trustees shall be the chair of the Executive Committee. During the intervals between meetings of the Board of Trustees, the Executive Committee shall have and may exercise all the authority of the Board of Trustees.
FINANCE COMMITTEE: A Finance Committee, consisting of not less than three (3) members of the Board of Trustees, appointed by the chair with the approval of the board, shall advise the board in regard to the general fiscal policy and fiscal management of the foundation.
INVESTMENT COMMITTEE: An Investment Committee consisting of not less than three (3) members of the Board of Trustees, appointed by the chair with the approval of the board, shall advise the board with regard to the general investment policy and investment management of the foundation. At least three of these members will also serve on the Joint Investments Committee, comprised of a minimum two members of the Murray State University Board of Regents, two members of the Alumni Council, and the aforementioned members of the Board of Trustees. The Joint Committee shall establish investment policy and supervise the investment portfolio of the Murray State University Foundation.
NOMINATING COMMITTEE: A Nominating Committee consisting of not less than three (3) members of the board will make recommendations to the Board for election of all trustees when vacancies occur.
AUDIT COMMITTEE: An Audit Committee consisting of not less than three (3) members of the board will recommend to the board the employment of an independent auditor to conduct an annual professional audit. The committee shall also have the responsibility of seeing that proper control and generally accepted accounting principles are adhered to by the foundation.
OTHER COMMITTEES: The Board of Trustees may, from time to time, create additional committees with such power and duties as the board my prescribe.
ARTICLE IV. LIABILITY
GENERAL LIABILITY: No officer, committee or member of the foundation, or other person shall contract or incur any debt on behalf of the foundation, or in any way render it liable unless authorized by the board. No officer, committee, member or employee of the foundation is authorized to promise moral or financial support of any charitable or other objective without the approval of the board.
IMMUNITY OF MEMBERS: No member of the foundation, officer, or member of the Board of Trustees or any of its committees shall be personally liable for the acts of the foundation, its board, committees, officers, staff, agents or employees.
INDEMNITY: Any person, his or her heirs, executors or administrators, shall be indemnified or reimbursed by the foundation for judgments, amounts paid in settlement, and reasonable expenses (including, but not limited to attorneys' fees, court costs, and travel expenses) actually incurred in connection with any action, suit or proceeding, civil or criminal, to which he, she or they shall be made a party by reason of his or her being or having been a trustee, officer or employee of the foundation, provided, however, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit or proceeding as to which he or she shall finally be adjudged to have been guilty of, or liable for, gross negligence, willful misconduct or criminal acts in the performance of his or her duties to the foundation and provided further, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit or proceeding which has been made the subject of a compromise settlement, except with the approval of a court of competent jurisdiction, or the Board of Trustees, acting by vote of trustees not parties to the same or substantially the same action, suit or proceeding, constituting a majority of the whole number of trustees. The foregoing rights of indemnification or reimbursement shall be in addition to other rights to which such person, his or her heirs, executors or administrators may be entitled as a matter of law. The foundation shall, upon the affirmative vote of a majority of its Board of Trustees, purchase insurance for the purpose of indemnifying its trustees, officers or other employees, to the extent that such indemnification is allowed in the preceding paragraph. Such insurance may, but need not, be for the benefit of all trustees, officers, staff or employees.
ARICLE V. CONFLICT OF INTEREST
All foundation trustees or employees are required to disclose any potential conflicts of interest as a foundation trustee or employee concerning any matter that may affect the foundation or Murray State University.
ARTICLE VI. CONFIDENTIALITY
All information concerning donors or prospective donors, including names, names of beneficiaries, amounts of gifts, financial position, size of estate, etc. shall be kept strictly confidential by the members of the board and foundation personnel unless approved in writing by the donor.
ARTICLE VII. ADMENDMENTS
The by-laws may be amended, added to, altered or repealed, or new by-laws may be adopted, by affirmative vote of two thirds of the trustees present at any annual or special meeting, provided that a quorum of the board is present and provided that notice of such proposed amendments shall have been included in the call of the meeting at which such action is taken.
Amended April 24, 1992
Amended April 19, 2002
Amended October 9, 2009
Amended April 16, 2011
Amended April 20, 2013