Southeastern Louisiana University Foundation
Presented October 13, 2011
Updated November 5, 2015
Revised August 16, 2018
Updated May 13, 2021
Updated April 28, 2022
Southeastern Louisiana University Foundation serves as a catalyst to transform lives by uniting generosity and vision, one relationship at a time.
The name of the organization is Southeastern Louisiana University Foundation, (hereinafter “Foundation”).
The Foundation is a non-profit corporation that serves only Southeastern Louisiana University. Incorporated in 1963, the Foundation has three primary objectives:
As set forth in the Articles of Incorporation, the Directors of the Foundation are and shall constitute the Members of the Foundation.
The Foundation’s property and affairs, including prudent control and management of its assets shall be managed by the Foundation’s Board of Directors (hereinafter the “Board”). The Board’s membership shall be as set forth in sections II C and II D. Foundation Board members shall be referred to individually as a “Director” and collectively as the “Directors.” The duties and powers of the Board shall include, without limitation:
The number of Directors that shall constitute the Board shall be at least fifteen (15) and not more than thirty-one (31), and at all times there should be an odd number of Director slots filled. When vacancies or other actions cause an even number of members, the Governance Committee should evaluate the Board composition and terms and determine a course of action to correct.
To be eligible for Board membership, an individual must (1) demonstrate qualities of honesty, integrity, justice, and sound moral character, (2) be committed to upholding the purposes, philosophy and general policies of the Foundation, (3) have the willingness and ability to devote necessary time to Foundation activities, (4) have particular expertise or experience deemed necessary or desirable to the Board, (5) be able to apply experience and expertise at Board meetings, and (6) be at least twenty-five years of age.
Election of Directors shall be by separate vote for each Director slot, and any person nominated shall be elected to such slot by majority vote of the then existing Directors. Directors so elected shall begin a term after their approval of the Board.
All Directors shall be elected to serve a term of three (3) years.
Directors may serve multiple three-year terms. By a two-thirds (2/3) vote of the full Board, this provision may be waived at any time.
Any Director, may be removed by a two-thirds (2/3) vote of the full Board.
Any Director may resign at any time by giving written notice to the Vice President for University Advancement or Chair of the Board. Such resignation shall take effect at the time specified therein or, if no time is specified, then upon delivery.
Other than reimbursement of direct expenses incurred with approval of the Board, no Director shall receive from the Foundation any compensation for his/her services as such, directly or indirectly.
There shall be an annual meeting of the Board held in the last quarter of each fiscal year on a date and at a time to be specified at the previous year’s annual meeting along with the regular meetings schedule. At the annual meeting, the Board shall elect Officers of the Foundation to serve for terms of two (2) years each.
Regular meetings may be held at the registered office of the Foundation or at such other place or places, either within or without the State of Louisiana, as the Board may from time to time designate.
Special meetings of the Board may be called by the Chair of the Board, the Vice President for University Advancement, majority of the voting Directors in office, at their discretion, upon notice. Such notice shall be deemed to have been given if: (1) it is deposited in the United States mail, first class mail postage prepaid, at least five (5) days before the date of the special meeting, or (2) it is given personally by e-mail, by telephone or by sending a telefaxed copy of the notice directly to the Vice President for University Advancement, at least seventy-two (72) hours before the time of the special meeting. No business other than that specified in the notice of the meeting shall be transacted at any special meeting unless a written waiver of notice is executed by the Directors. Emergency special meetings may be held on any date and at any time, and after any notice that is reasonable under the circumstances.
At all meetings of the Board, the presence of a majority of the Directors of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business by the Board, except as otherwise provided by the Articles of Incorporation or these Bylaws.
A majority of the Directors present at any regular or special meeting of the Board, although less than a quorum, may adjourn the same from time to time, until a quorum shall be present. If the Board temporarily adjourns any special meeting for the purpose of reconvening at a later time to obtain a quorum, all Directors not present at such initial meeting shall be given notice of the date and time of the reconvened special meeting in the same manner required for the initial notice of such special meeting.
At all meetings of the Board, each Director present shall have one vote.
Except as otherwise provided by the Articles of Incorporation or these Bylaws, the action of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board. If a quorum is present when a meeting of the Board is convened, the Directors present may continue to do business, taking action by a vote of a majority of a quorum as fixed above, until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum as fixed above or the refusal of any Director present to vote.
Any action consented to in writing by all of the Directors shall be and constitute the act of the Board and shall have the same force and effect as if the same had been passed by the necessary vote of Directors at a duly called meeting of the Board. The written consents of Directors shall be filed by University Advancement Administrative Assistant with the minutes of the Foundation.
Directors may participate in a meeting by means of a conference telephone or similar communications equipment, provided that all persons participating in the meeting can hear each other and communicate with each other. Participation in a meeting in this manner shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened. The Secretary or University Advancement designated staff may certify any action taken at such a meeting to any interested party as action taken at a meeting duly and lawfully convened and held.
A Director who is present at a meeting of the Board at which action on a corporate matter is taken shall be presumed to have assented to such action unless the Director shall indicate his dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof and his dissent shall be recorded in the minutes of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.
The Board, by resolution adopted by a majority of the Directors of the entire Board, may from time to time establish such committees and advisory boards (collectively “committees”) as the Board deems advisable. Each committee shall consist of two or more persons, who need not be Directors or Members or Officers of the Foundation and shall have and exercise such duties as determined by the Board. Either members of the committee or when necessary the Chair of the Board shall appoint a Chair for each committee. The members of each committee shall be selected and serve at the pleasure of the Chair of that committee, except as otherwise provided herein. The Chair of the Board shall be a member of each committee without exception. The Directors shall have the power to dismiss any person from membership in any committee. Any vacancy occurring on a committee may be filled by the Chair of the committee subject to all provisions hereof.
The Board may not delegate to a committee the powers of the Directors or of the Officers of the Foundation. Each committee shall keep regular minutes of its meetings and report the activities of the committee to the Board at the next meeting of the Board. A majority of the members of each committee may fix its rules of procedure through a Committee Charter, subject to amendment at any time by the Directors. No member of any committee shall by reason of such membership have the authority, and no committee vote or decision, shall bind the Foundation in any manner, and the vote and the decision of the Directors shall control in all matters referred to any committee. The Directors may also designate one or more persons as honorary members of any committee. Such honorary members may participate in committee meetings and decisions but shall not constitute Directors or have or exercise any voting rights in decisions of such committee.
There shall be the following standing committees of the Foundation: Governance, Real Estate and Investment. Except for the Governance Committee, committees shall be composed of interested, active persons who may or may not also be members of the Board. The Chair of each standing committee shall be a Director appointed either by members of the committee or when necessary by the Chair of the Board. Any member of a committee may resign at any time by giving written notice of such resignation to the Chair of such committee or University staff member supporting the committee. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.
It shall be the duty of each Standing Committee to make such reports as from time to time may be requested by the Board, or the Chair of the Board, or as required by these Bylaws.
There shall be a Governance Committee consisting of at least three (3) members of the Board. Members must be Directors. A Director appointed either by members of the committee or when necessary by the Chair of the Board shall be the Chair of the Governance Committee. The Governance Committee shall be responsible for the following ongoing activities of the Board: Bylaws review and revision, Board education and orientation, nominations for new Officers and Directors, and other governance-related issues as described in its charter or as may be assigned from time to time by the Board.
There shall be an Investment Committee consisting of at least three (3) members of the Board and such other non-Board members as may be appointed by the committee Chair as provided herein. A Director appointed either by members of the committee or when necessary by the Chair of the Board shall be the Chair of the Investment Committee. The Investment Committee shall be responsible for the following ongoing activities of the Board: develop the investment objectives, asset allocation and strategies of the Foundation, review and evaluate information relating to the Foundation’s invested assets and its investment policies, make recommendations to the Board regarding the financial performance of the Foundation’s investments, adhere to Board of Regents guidelines and other investment-related issues as described in its charter or as may be assigned from time to time by the Board.
There shall be a Real Estate Committee consisting of at least three (3) members of the Board and such other non-Board members as may be appointed by the committee Chair as provided herein. A Director appointed either by members of the committee or when necessary the Chair of the Board shall be the Chair of the Real Estate Committee. The Real Estate Committee shall be responsible for the following activities of the Board: oversee the management of real estate owned by the Foundation, recommend acquisition or sale of real estate, oversee a real estate gift acquisition program and other real estate-related issues as described in its charter or as may be assigned from time to time by the Board.
Special Committees may be created by the Chair of the Board with approval of the Board, and shall limit their activities to the accomplishment of the task or purpose for which they were created or appointed and shall have only such power as is specifically conferred by action of the Chair of the Board.
In the case of a Special Committee appointed for a purpose or task of a non-continuous nature or character, such Special Committee shall stand discharged upon the completion of such purpose or task.
Each committee shall meet upon the call of the Chair of such committee. Each committee shall take minutes of the meetings of committee. A majority of the members of a committee shall constitute a quorum, and any transaction of a committee shall require a majority vote of the quorum present at any meeting. Any action required or permitted to be taken by a committee may be taken without a meeting if all members of the committee consent in writing to the adoption of a resolution authorizing the action. Any one or more members of a committee may participate in a meeting of such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
An Honorary Director or “Emeritus Director” is one who has consistently, over an extended period of time, rendered exceptional service to the Foundation and the University. Emeritus Directors shall be nominated by the Governance Committee and approved by the Board. Each Emeritus Director shall have all the privileges of a regular Director, except that the Emeritus Director shall have no vote and are not counted in determining a quorum.
Officers of the Foundation shall, unless otherwise provided by the Board, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these Bylaws, or may be specifically conferred or imposed upon them by the Board.
The officers of the Foundation shall be a Chair, a Vice-Chair/Chair-Elect, an Immediate Past Chair, a Treasurer, a Secretary and such other officers as the Board may in its discretion determine. All officers shall be elected for terms of two years by the Board. Such officers shall hold office until their successors are elected and qualified.
The Governance Committee shall present a slate of Officers to the Board. The nominated Officers shall be drawn from among the members of the Board. The election of Officers shall be held at the annual meeting of the Board. The newly elected Officers shall take office effective July 1 unless filling a vacancy mid-term, then it is immediately.
Any Officer may resign at any time by giving written notice of such resignation to the Vice President for University Advancement. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board or by such Officer, and the acceptance of such resignation shall not be necessary to make it effective.
Any Officer may be removed, either with or without cause, at any time by a two-thirds (2/3) vote of the full Board.
A vacancy in any office by reason of death, resignation, inability to act, disqualification, removal, or any other reason, may be filled for the unexpired portion of the term by the majority vote of the then existing full Board. In its discretion, the Board may leave unfilled any offices except that of the Chair.
The Chair shall preside at all meetings of the Board and shall be a member, ex officio, of all standing committees. The Chair shall oversee the Foundation’s general management and carry out the policies of the Board and its committees.
The Vice Chair shall serve as Chair-Elect. In the absence or disability of the Chair of the Board, the Vice Chair/Chair-Elect shall perform all of the duties of the Chair of the Board, and in so acting shall have all the powers of the Chair of the Board. The Vice Chair/Chair-Elect shall help the Chair execute his/her duties.
The Secretary shall attend all board meetings, review Board meeting minutes and sign off on Board minutes as complete and accurate. The Secretary, as a member of the Governance Committee, also monitors compliance with the Foundation’s bylaws, and shall make such reports and perform other duties as properly required of the Secretary by the Board. The Secretary will assure that all Document Retention requirements are met.
The Treasurer shall have general oversight of the Foundation’s financial condition and will work with the Foundation Accountant. The Treasurer participates in audit processes and advises board members on topics regarding the audit. The Treasurer will have access to all financial systems, be aware of the safekeeping of all relevant passwords and locations of all financial information including the financial history of the Foundation and ensure that all financial files are backed up digitally. The Treasurer shall perform such other duties as may be prescribed from time to time by the Board.
The monies of the Foundation shall be deposited in the name of the Foundation in such bank or banks or trust company or trust companies as the Board shall designate and shall be drawn from such accounts only by check or other order for payment of money signed by such persons, and in such manner, as may be determined by resolution of the Board.
Except as may otherwise be required by law, any notice to any Director may be delivered personally by mail, fax, or by electronic mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his or her last known address in the records of the Foundation, postage prepaid.
The corporate seal of the Foundation, if any, shall be in such form and bear such inscription as may be adopted by resolution of the Board, or by usage of the officers on behalf of the Foundation.
The Foundation shall indemnify its officers, directors, employees and agents to the greatest extent permitted by law. The Foundation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of the Foundation or who is or was serving at the request of the Foundation as an officer, employee, or agent of another Foundation, partnership, joint venture, trust, other enterprise, or employee benefit plan, against any liability asserted against such person and incurred by such person in any such capacity or arising out of any status as such, whether or not the Foundation would have the power to indemnify such person against such liability under the provisions of this Article.
Any business conducted between the Foundation and one of its Directors or Officers must comply with the following conditions:
If a Director is affiliated with the entity, which the Foundation is considering to do business, the Director shall excuse himself from the room during the vote and s/he abstains from the voting.
The Foundation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board; and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its Directors, giving the names and addresses of all Directors. The Foundation’s registered office and municipal address is: 548 Ned McGehee Drive, Room 142, Hammond, LA 70402.
The Board of Directors shall have power to make, adopt, alter and amend or repeal the Bylaws of the Foundation by the affirmative vote of one-half (1/2) of the full Board at any annual, regular or special meeting duly convened and held.
The Foundation’s fiscal year shall be from July 1 through June 30.