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