 | Board of Visitors minutes January 31, 1986 |  |
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.
| Board of Visitors minutes January 31, 1986 | |