 | Board of Visitors minutes January 31, 1986 |  |
ATTACHMENT C
BYLAWS
OF
UNIVERSITY OF VIRGINIA
REAL ESTATE FOUNDATION
ARTICLE I. OFFICES
Section 1.1. Principal Office.
The principal office of the University of Virginia Real Estate Foundation (the "Foundation") shall be at the University of Virginia (the "University"), Charlottesville, Virginia, or at such other place as the Board of Directors may designate.
Section 1.2. Registered Office.
The Registered Office of the Foundation in Virginia (as required by law) shall be at such place as the Board of Directors shall from time to time by resolution determine, and may, but need not, be at the principal office of the Foundation.
Section 1.3. Other Offices.
The Foundation may, in addition to its principal office, have offices at such other places within the Commonwealth of Virginia as the Board of Directors may from time to time appoint or as the business of the Foundation may require.
ARTICLE II. DIRECTORS
Section 2.1. General Powers.
The business and affairs of the Foundation shall be managed by the Board of Directors (herein sometimes the "Board"). Corporate powers shall be exercised by the Board, except as otherwise provided by these Bylaws, by the Articles of Incorporation, or by law.
Section 2.2. Number and Selection.
As provided in the Articles of Incorporation (herein the "Articles"), there shall be the following classification and number of directors:
- (i) Ex-officio directors - five (5); and (ii) public directors - six (6). The directors, each of whom shall have one vote, shall be as follows:
(a) Ex-Officio Directors:
- The ex-officio directors shall be the following officials of the University or their respective designees: (1) Rector of the Board of Visitors, (2) Chairman of the Finance Committee of the Board of Visitors, (3) Vice President for Development, (4) Vice President for Business and Finance and (5) Vice President for Administration. The foregoing officials may designate as an ex-officio director of the Foundation to serve in their place any person who under the scope of authority granted such official by law, regulation or resolution of the Board of Visitors, is subordinate to and under the direction of such official. The designation may be revoked at any time in the discretion of the official. If, in the absence of an official occupying any of the foregoing positions an "acting" official has been designated by the appropriate authority, the acting official or his designee, as provided herein, shall serve as the ex-officio director.
(b) Public Directors:
- Public directors shall be elected by members of the Board whose terms have not expired to fill vacancies of public directors resulting from expiration of terms or otherwise. Public directors shall be elected from those persons nominated by the governing bodies of the following University related organizations (and any other tax exempt foundation or corporation organized and operated for the benefit of the University and recognized by the Board of Visitors of the University as a "related organization" for this purpose), as long as the respective organizations remain exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States internal revenue law): The University of Virginia Alumni Association, University of Virginia Colgate Darden Graduate Business School Sponsors, The University of Virginia Medical School Foundation, The University of Virginia Law School Foundation, The University of Virginia Alumni Patents Foundation and Alumni Board of the University of Virginia Endowment Fund.
(a) Public Directors.
- Other than the initial terms of initial public directors which are provided for in the Articles of Incorporation, the term of public directors shall be three years. Public directors shall serve no more than six years or two terms, including any initial terms, whichever is longer. If a vacancy occurs prior to the expiration of a public director's term, including any initial term, the successor shall serve for the balance of the predecessor public director's term.
(b) Ex-officio Directors.
- The term of an
ex-officio director shall expire when such director or the
University official who designated such director ceases to
be one of the University officials listed above in Section
2.2(a). The Board of Directors of this Foundation shall make the final determination, for purposes of qualification as a member of the Board of Directors, whether the ex-officio director or his designating official has ceased to occupy the office giving rise to ex-officio status.0003
Section 2.3. Term.
Section 2.4. Vacancies.
Whenever a vacancy occurs on the Board of Directors as a result of the death, resignation, removal, refusal, ineligibility, or inability to serve, the vacancy shall be filled as set forth above in Section 2.2 at or before the next regular meeting of the Board of Directors as provided in Section 2.7.
During the time that any vacancy remains unfilled, the remaining members of the Board of Directors shall be deemed to constitute the full board and shall be empowered to act as such.
Section 2.5. Organization.
At each meeting of the Board of Directors, the Chairman of the Foundation, or, in the Chairman's absence, the President if he is a director of the Foundation, or, in the President's absence, a Vice President if he is a director of the Corporation or a director chosen by a majority of the directors present, shall preside as chairman of the meeting. The Secretary of the Foundation, or an Assistant Secretary, or, in the discretion of the meeting chairman, any person appointed by him, shall act as secretary of the meeting.
Section 2.6. Place of Meeting.
The Board of Directors may hold its meetings at such place or places as the Board of Directors may from time to time by resolution determine or (unless contrary to resolution of the Board of Directors) at such place as shall be specified in the respective notices or waivers of notice thereof.
Section 2.7. Regular Meeting.
Regular meetings of the Board for the purpose of electing officers and directors and transacting other business may be held at such times as may be fixed from time to time by action of the Board, provided that unless otherwise changed by action of the Board of Directors, regular meetings of the Board shall be held on the day immediately preceding regular meetings of the Board of Visitors of the University.
Section 2.8. Special Meetings.
Special meetings of the Board of Directors shall be held whenever called by the Chairman or President or by any two or more directors, or, at the direction of any of the foregoing, by the Secretary.
Section 2.9. Notice of Meetings.
Unless required by resolution of the Board of Directors, notice of any regular meeting of the Board need not be given. Notice of each special meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least five (5) days before the date on which the meeting is to be held; or such
Section 2.10. Waivers of Notice of Meetings.
Anything in these Bylaws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, proper notice of any meeting of the Board of Directors shall be deemed to have been given to any director if such notice shall be waived by him in writing (including telegraph, cable, telecopier, mailgram or wireless) before or after the meeting. A director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 2.11. Quorum and Manner of Acting.
A majority of the number of directors who are serving shall constitute a quorum for the transaction of business.
The act 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. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is had. The directors shall act only as a Board and the individual directors shall have no power as such.
Section 2.12. Resignations.
Any public director of the Foundation may resign at any time, orally or in writing, by notifying the Chairman, President or Secretary of the Foundation. Such resignation shall take effect at the time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
Section 2.13. Compensation.
Directors shall not be entitled to receive compensation for their duties as directors, but shall be entitled to reimbursement for reasonable expenses incurred in connection with the performance of such duties.
Section 2.14. Action by Directors Without a Meeting.
Any action required to be taken at a meeting of the Board or which may be taken at a meeting of the Board or of a committee established in accordance with these Bylaws, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed before or after such action by all of the directors or all of the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote.
Section 2.15. Meetings by Conference Telephone.
Meetings of the Board or any committee by conference telephone or similar communications equipment shall be permitted and participation by such means shall constitute presence in person at any such meeting.
ARTICLE III. COMMITTEES
- The Board shall establish the following committees: the Executive Committee, the Finance Committee, the Nominating Committee, the Audit Committee and the Property Committee.
(a) Executive Committee.
- Unless the Board provides otherwise, the Chairman of the Foundation shall be the Chairman of the Executive Committee. The Executive Committee shall have and exercise the authority of the Board in the management of the business and affairs of the Foundation, subject to the restrictions hereinafter set out and further subject to such limitations upon its authority as the Board may, from time to time, impose. In no event shall the Executive Committee, or any of its subcommittees, have authority to approve an amendment to the Articles, a plan of merger or consolidation, a sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of the Foundation, the voluntary dissolution of the Foundation, or revocation of voluntary dissolution proceedings. The Executive Committee shall have the authority to appoint subordinate officers, remove officers, accept the resignation of officers and fill vacancies in any office. The Executive Committee shall have the power to authorize the seal of the Foundation to be affixed to all papers which may require it.
- The Executive Director of the Foundation shall serve as advisor to the Executive Committee and may attend its meetings. As advisor, the Executive Director shall be heard at Executive Committee meetings but shall not by reason of his status as Executive Director have the power to vote.
(b) Finance Committee.
- The Finance Committee shall oversee and supervise the finances, investments and disbursements of the Foundation, subject to the restrictions hereinafter set out and further subject to such limitations upon its authority as the Board may from time to time impose.
(c) Nominating Committee.
- The Nominating Committee shall recommend to the Board persons for election as officers and public directors of the Foundation, subject to the restrictions hereinafter set out and further subject to such limitations upon its authority as the Board may from time to time impose.
(d) Audit Committee.
- The Audit Committee shall be comprised solely of directors who are free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment as a committee member. Directors who are officers or employees of the Foundation or its subsidiaries shall not be eligible for Audit Committee membership. A director who was formerly an officer of the Foundation or any of its subsidiaries may qualify for membership if, in the opinion of the Board, such person will exercise independent judgment and will materially assist the function of the Committee. However, a majority of the Audit Committee shall be directors who were not formerly officers of the Foundation or any of its subsidiaries.
- The Committee shall provide the Board with the report of the Foundation's outside auditors, shall examine such reports, consult with the auditors with respect to their report and the standards and procedures employed by them in their audit, report to the Board the results of its study and recommend the selection of auditors for each fiscal year.
(e) Property Committee.
- The Property Committee shall review all proposals under consideration by the Foundation involving the acquisition, disposition or development of real property and make recommendations to the Board concerning such proposals, subject to the restrictions hereinafter set out and further subject to such limitations upon its authority as the Board may from time to time impose.
Section 3.1. Establishment.
(a) Composition.
- Each committee of the Board shall be composed of (i) the Chairman as an ex-officio member and (ii) not less than two other directors whom the Board may, from time to time, appoint to serve on such committees.
(b) Sub-Committees.
- The committees may establish sub-committees and appoint directors, officers and/or such other persons to serve thereon. The authority of these sub-committees shall be based upon express grants of authority by the originating committee.
(c) Minutes.
- Every committee shall keep minutes of all its acts and proceedings and report the same to the Board.
(d) Notice.
- Regular meetings of a committee,
for which no notice shall be necessary, may be held at such
times and in such places as shall be fixed by a majority of
the committee. Special meetings of a committee may be called
at the request of any member of the committee. Notice of
each special meeting of a committee shall be given by the
person calling the same as provided by these Bylaws for special meetings of the Board. Notice of any such meeting may be waived as provided in these Bylaws in the case of meetings of the full Board.0007
(e) Quorum.
- A majority of a committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee. Members of a committee shall act only as a committee and the individual members shall have no power as such.
(f) Change in Composition, Vacancies, etc.
- The Board shall have the power at any time to change the members of, fill vacancies in, and discharge a committee, with or without cause. The appointment of any director to a committee, if not sooner terminated otherwise, shall automatically terminate upon the cessation of his membership on the Board.
Section 3.2. General Matters.
Section 3.3. Other Committees.
The Executive Committee or Board may establish such other committees as deemed appropriate and shall prescribe the authority of any such committee and the period of its existence.
ARTICLE IV. OFFICERS
Section 4.1. Officers.
The officers of the Foundation shall be a Chairman, a President, a Secretary, a Treasurer, an Executive Director and where elected, one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers, and other officers as may be established in accordance with the provisions of Section 4.3 of this Article. Except for the offices of Chairman, President and Secretary, any two or more offices may be held by the same person.
Section 4.2. Election, Term of Office and Qualifications.
The officers, other than the Chairman, shall be elected annually by the Board of Directors. Each officer shall hold office until his successor shall have been duly chosen and qualify, or until his death, resignation or removal in the manner hereinafter provided.
Section 4.3. Subordinate Officers.
The Board of Directors from time to time may establish officers in addition to those designated in Section 4.1, including one or more operating officers, with such duties as are provided in these Bylaws, or as the Board may determine from time to time.
Section 4.4. Removal.
Any officer other than the Chairman may be removed, either with or without cause, by resolution adopted at any regular or special meeting of the Board of Directors by a majority of the directors then in office.
Section 4.5. Resignations.
Any officer may resign at any time by giving oral or written notice to the Board of Directors or the Chairman, President or Secretary of the Foundation. Any such resignation shall take effect at the time of receipt of such notice or at any later time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.6. Vacancies.
A vacancy in any office caused by death, resignation, removal, disqualification or any other reason shall be filled for the unexpired portion of the term by vote of the Board.
Section 4.7. Chairman.
The Chairman shall be the Rector of the University Board of Visitors and shall have general supervision over the policies of the Foundation, subject to the approval and control of the Board of Directors. In general, the Chairman shall perform all duties incident to such office and such other duties as may from time to time be assigned to him by the Board, and shall have such other powers and authorities as are elsewhere in these Bylaws conferred upon the Chairman.
Section 4.8. President.
In general, the President shall perform all duties incident to such office and such other duties as may from time to time be assigned to him by the Board or the Executive Committee, and shall have such other powers and authorities as are elsewhere in these Bylaws conferred upon the President.
Section 4.9. Executive Director.
The Executive Director shall be the chief operating officer of the Foundation, shall have general supervision of the business of the Foundation, the responsibility to implement the policies of the Board and to administer the Foundation in all its activities and departments, subject, however, to the control of the Board, the Executive Committee, the Chairman and the President. In general, the Executive Director shall perform all duties incident to such office and such other duties as may from time to time be assigned to him by the Board, the Executive Committee, the Chairman, or the President, and shall have such other powers and authorities as are elsewhere in these Bylaws conferred upon the Executive Director.
Section 4.10. Vice Presidents.
A Vice President, if he is a director, shall preside at meetings of the Board in the absence of the Chairman and President and shall perform such other duties as may from time to time be assigned by the Board, the Executive Committee, the Chairman or the President and shall have such other powers and authorities as are elsewhere in these Bylaws conferred, upon Vice Presidents.
Section 4.11. Treasurer.
Except as may otherwise be specifically provided by the Board or the Executive Committee, the Treasurer shall have the custody of, and be responsible for, all funds and securities of the Foundation; receive and receipt for money paid to the Foundation from any source whatsoever; deposit all such monies in the name of the Foundation in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of these Bylaws; against proper vouchers, cause such funds to be disbursed by check or draft on the authorized depositaries of the Foundation signed in such manner as shall be determined in accordance with the provisions of these Bylaws; regularly enter or cause to be entered in the books to be kept by him or under his direction, full and adequate accounts of all monies received and paid by the Treasurer for account of the Foundation; in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board, the Executive Committee, the Chairman, or the President; and have such other powers and authorities as are elsewhere in these Bylaws conferred upon the Treasurer.
Section 4.12. Secretary.
The Secretary shall act as Secretary of all meetings of the Board; shall keep the minutes thereof in the proper book or books to be provided for that purpose; shall see that all notices required to be given by the Foundation are duly given and served; shall be the custodian of the seal of the Foundation and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the Foundation under its corporate seal is duly authorized in accordance with the provisions of these Bylaws; shall have charge of the books, records and papers of the Foundation relating to its organization and management as a corporation, and shall see that any reports or statements relating thereto, required by law or otherwise, are properly kept and filed; shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board, the Executive Committee, the Chairman, or the President; and shall have such other powers and authorities as are elsewhere in these Bylaws conferred upon the Secretary.
Section 4.13. Assistant Treasurers and Assistant Secretaries.
Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Treasurer and by the Secretary, respectively, or by the Board, the Executive Committee, the Chairman, the President or the Executive Director; and shall have such other powers and authorities as are elsewhere in these Bylaws conferred upon them.
Section 4.14. Certain Officers to Give Bonds.
Every officer, agent or employee of the Foundation who may receive, handle or disburse money for its account or who may have custody of or be responsible for the safety or preservation of any of the Foundation's property, may be required, at the discretion of the Board of Directors, to give bond, with such sureties and in such form as shall be satisfactory to the Board of Directors and in such sum as shall be decided by the Board, for the faithful performance of the duties of the office held and for the restoration of the Foundation, in the event of such person's death, resignation, or removal from office, of all books, papers, vouchers, monies and other property of whatsoever kind in such person's custody belonging to the Foundation.
ARTICLE V. CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
Section 5.1. Execution of Contracts and Other Documents.
The Board of Directors or committee of the Board duly authorized by resolution of the Board, except as by law or by these Bylaws otherwise required, may authorize any officer or officers, agent or agents, in the name of and on behalf of the Foundation to enter into any contract or execute any deed or other instrument, and any such authority may be general or confined to specific instances. Whenever the Board of Directors, in authorizing or directing the execution of any contract, deed or other instrument, shall fail to specify the officer or officers or other agent or agents who are to execute the same, such contract, deed or other instrument shall be executed on behalf of the Foundation, by the Chairman, the President or any Vice President and, where necessary or appropriate, the corporate seal shall be affixed thereto and attested by the Secretary or any Assistant Secretary.
Section 5.2. Loans.
Any officer or officers, or agent or agents of the Foundation thereunto authorized by the Board of Directors or by any committee of the Board duly authorized by resolution of the Board, may effect loans or advances at any time for the Foundation, in the ordinary course of the Foundation's business, from any bank, trust company or other institution or from any firm, corporation, or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidence of indebtedness of the Foundation, and when authorized so to do may pledge and hypothecate or transfer any securities or other property of the Foundation as security for any such loans or advances. Such authority conferred by the Board of Directors or any duly authorized committee of the Board may be general or confined to specific instances.
Section 5.3. Checks, Drafts, Etc.
All checks, drafts, and other orders for payment of money out of the funds of the Foundation shall be signed on behalf of the Foundation in such manner as shall from time to time be determined by resolution of the Board of Directors or any duly authorized committee of the Board.
Section 5.4. Deposits.
The funds of the Foundation not otherwise employed shall be deposited from time to time to the order of the Foundation in such banks, trust companies or other depositaries as the Board of Directors or any duly authorized committee of the Board may from time to time select, or as may be selected by an officer or officers, or agent or agents of the Foundation to whom such power may from time to time be delegated by the Board of Directors or any duly authorized committee of the Board.
ARTICLE VI. MISCELLANEOUS
Section 6.1. Seal.
The corporate seal of the Foundation shall contain the name of the Foundation, the year of its creation, and the words "Corporate Seal, Virginia", and shall be in such form as may be approved by the Board of Directors.
Section 6.2. Fiscal Year.
The books of account shall be kept and annual financial statements prepared on the basis of a fiscal year ending on the last day of ____.
Section 6.3. Financial Reports.
Copies of the Foundation's annual financial statements, certified by the Foundation's auditor, shall be delivered to each member of the Foundation's Board, its Executive Committee and to the Board of Visitors of the University of Virginia. When available, interim financial reports shall be made to these persons at their request.
Section 6.4. Indemnification.
The Foundation shall indemnify each person described in Section 13.1-205.1(a) or (b) of the Code of Virginia of 1950, as existing at the date of adoption of these Bylaws, to the full extent allowed by the applicable part of Section 13.1-205.1(a) or (b), as the case may be.
Section 6.5. Genders.
The use of a particular gender herein is solely for ease of expression and each gender shall be deemed to include, where applicable, the other.
ARTICLE VII. AMENDMENTS
Section 7.1. By the Directors.
The Board of Directors by a majority vote of the full Board shall have the power to make, alter, amend or repeal the Bylaws of the Foundation at any regular or special meeting of the Board.
| Board of Visitors minutes January 31, 1986 | |