Board of Directors Bylaws

University of Wisconsin-Green Bay Foundation
Board of Directors/Chancellor’s Council of Trustees

Bylaws

Adopted April 19, 2011

ARTICLE I. Purposes

Section 1. Purposes

The corporation is formed and organized exclusively for charitable, educational, and scientific purposes within the meaning and intent of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. The corporation’s purposes shall be to engage in any lawful activity authorized by Chapter 181 of the Wisconsin Statutes consistent with the corporation’s status as being exempt from taxation under section 501(c)(3) of the Internal Revenue Code.

Specifically, but without limiting the foregoing, the purposes of the University of Wisconsin-Green Bay Foundation are:

  1. To aid the University of Wisconsin-Green Bay (hereinafter referred to as “the University”) by solicitation, for the benefit of the University, of gifts of real property or personal property, or both, from individuals, associations, corporations, or other entities.
  2. To collect and receive gifts, bequests, devises or things of value, to accept the same subject to such conditions and trusts as may imposed thereon, for the benefit of the University of Wisconsin-Green Bay, and to hold, administer, use or distribute the same, and to obligate itself and to execute and perform conditions or trusts, all for the benefit of the University of Wisconsin-Green Bay in the advancement of the educational, charitable and scientific purposes thereof.
  3. To acquire by gift, purchase or otherwise, properties, businesses and things of value, to use, operate, mortgage, sell or otherwise exploit or dispose of the same, and to devote the net income and profits thereof for the benefit of the University.
  4. To encourage scholarship, to participate and encourage all endeavors to advance the cause of education at this University, assist in developing and increasing the opportunities for students at this University primarily in the areas other than those in which the State of Wisconsin ordinarily makes appropriations and to do all acts which said Foundation shall deem to be in the interest of the University.

ARTICLE II. Board of Directors

Section 1. General Powers

The business and affairs of the Foundation shall be overseen by its Board of Directors which will consist of the members of the University of Wisconsin-Green Bay Chancellor’s Council of Trustees. The Board of Directors serve to advance the mission and service of the University through the acquisition of philanthropic support essential for creating a margin of excellence for all University activities. The Board of Directors provides direction and assistance in raising and managing funds for the benefit of the University.

Section 2. Board of Directors Membership

  1. Elected Board Members
    The Board of Directors shall consist of the persons serving on the Chancellor’s Council of Trustees. The Board of Directors shall consist of not less than three (3) nor more than forty (40) persons. Directors may be elected by the Board of Directors at a meeting of the Board and shall serve staggered three-year terms with the three classes being as nearly equal as possible. A Director may be re-elected by the Board at the end of the Director’s three-year term.
  2. Ex-officio Directors
    The Chancellor of the University or the Chancellor’s designee, the Assistant Chancellor for University Advancement, the President of the UW-Green Bay Alumni Association Board of Directors, the President of the UW-Green Bay Founders Association Board of Directors, and one faculty member shall serve ex-officio as non-voting members of the Board of Directors.
  3. Vacancies
    In the event vacancies occur on the Board of Directors, the remaining Board members, though less than a majority of the Board, may, by the vote of a majority of their number, fill such vacancies for the unexpired term.
  4. Removal
    Any elected Director may be removed from office by the affirmative vote of two-thirds (2/3) of all of the Directors then in office.

ARTICLE III. Meetings

Section 1. Annual Meeting

The annual meeting of the Foundation Board of Directors shall be held in the first or second semester of the fiscal year in Green Bay, Wisconsin, at a time and place as determined by the Executive Committee of the Board. Notice of the annual meeting of the Board of Directors shall be mailed or emailed by the Chair to each Director at the preferred mailing address or email address appearing on the records of the Foundation, at least ten days prior to the meeting.

Section 2. Regular Meetings

The Board of Directors shall hold regular meetings three (3) times per year.

Section 3. Special Meetings

Special meetings may be called by the Chair or by one-third (1/3) of the Directors then in office at any time on five days previous notice.

Section 4. Quorum

One third (1/3) of the Trustees shall constitute a quorum. All actions at any meeting shall be determined by a majority vote of those Directors present and voting.

Section 5. Participation by Electronic Means

Any one or more Directors may participate in, and shall be deemed present at, any meeting conducted by means of communication whereby either: (i) All participating Directors may simultaneously hear each other during the meeting; or (ii) All communication during the meeting is immediately transmitted to each participating Director, and each participating Trustee is able to immediately send messages to all other participating Directors.

ARTICLE IV. Officers

Section 1. Number

The officers shall be a Chair, Vice Chair, Secretary, Treasurer, and Immediate Past Chair.

Section 2. Election

Officers shall be elected at the annual meeting of the Foundation by the Board of Directors for terms of one year each. The Chair, Vice Chair, Treasurer and Secretary shall be elected from the Board of Directors of the Foundation.

Section 3. Terms

The officers shall each serve for a minimum term of one (1) year and renewable for a maximum of three (3) years by Board approval until the election and qualification of their successors.

Section 4. Removal

Any officer may be removed from office whenever, in the judgment of the Board of Directors, the interests of the Foundation will be best served thereby.

Section 5. Vacancy

A vacancy occurring in any office may be filled for the expired term by a person elected by a majority vote of the remaining Directors.

Section 6. Duties

  1. Chair
    The Chair shall be the principal executive officer of the Foundation and shall, in general, supervise and monitor all the business and affairs of the Foundation. The principal duties of the Chair shall be to preside at all meetings of the Board of Directors, Chair the Executive Committee, and perform generally all duties usually incident to such office, and such other and further duties as set forth in the Bylaws or as may be prescribed from time-to-time by the Board of Directors. The Chair shall appoint members of the various committees and shall be an ex-officio, non-voting member on all committees of the Foundation. The Chair may sign, with the secretary or any other officer of the Foundation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall expressly delegated by the Board of Directors or by these bylaws, or statute to some other officers or agents of the Foundation.
  2. Vice Chair
    The principal duties of the Vice Chair shall be to perform all the duties of the Chair in the absence or inability of the Chair and shall Chair the Nominating Committee. The Vice Chair shall perform such other duties as from time to time may be assigned by the Chair or by the Board of Directors. In case both the Chair and Vice Chair are absent or unable to perform their duties, the members of the Board of Directors may appoint a Chair Pro Tempore.
  3. Secretary
    The principal duties of the Secretary shall be to keep the minutes of the meetings of the Board of Directors and of the Executive Committee, the transmission of copies of the annual financial report to officers and Directors and any other person or entity as may be directed by the Board of Directors, and, appoint a committee to assist with review and the making of recommended changes to the Bylaws. The Secretary shall in all other circumstances perform the duties of the office of Secretary, including countersigning of all deeds, leases and other conveyances executed by the Foundation.
  4. Treasurer
    The principal duties of the Treasurer shall be to monitor and maintain the Foundation’s financial records, for reporting to the Board of Directors regularly the financial status of the Foundation, and for performing other duties as from time-to-time may be assigned by Chair or by the Board of Directors.
  5. Immediate Past Chair
    Upon leaving office, a Chair shall assume the office of Immediate Past Chair. The Immediate Past chair shall hold office until another person qualifies for that position. The Immediate Past Chair shall serve on the Executive Committee and any other committee(s) to which he or she is appointed by the new Chair. If vacated before term’s end, the office of Immediate Past Chair may not be filled for the un-expired term.
  6. University Liaison
    The University of Wisconsin-Green Bay’s Assistant Chancellor for University Advancement shall serve as the liaison to the Foundation and shall administer its affairs under the authority of the Chancellor. The Assistant Chancellor for University Advancement shall report to the Chancellor of the University.

ARTICLE V. Committees

Section 1. Executive Committee

The Executive Committee shall be composed of the officers of the Foundation and the chairs of each of the standing committees. The Chancellor of the University and the Assistant Chancellor for University Advancement shall serve as ex-officio, non-voting members of the Executive Committee. The Chair of the Board of Directors shall Chair the Executive Committee.

The Executive Committee shall have and shall exercise the authority of the Board of Directors in the conduct of the routine business of the Foundation between meetings of the Board of Directors. Meetings of the Executive Committee shall be held as needed and may be called by the Chair, any three members of the committee, or by the Chancellor of the University. All members of the Executive Committee shall be notified of the time and place of any meeting at least two days prior to the scheduled date. A majority of the members of the Executive Committee shall constitute a quorum.

The Executive Committee shall keep full and complete minutes of all business transacted at each meeting and shall submit its report together with a copy of the minutes of its proceedings to the Board of Directors at its next meeting thereafter. It shall not have the authority to fill vacancies or change the Bylaws.

Section 2. Finance and Investment Committee

The Finance and Investment Committee shall be composed of a minimum of three members of the Board of Directors. The Vice Chancellor for Business and Finance of the University of Wisconsin-Green Bay shall serve as an ex officio member of the Finance and Investment Committee. The Finance and Investment Committee shall review and recommend overall policy on Foundation investments and shall guide and counsel the Chancellor and Assistant Chancellor for University Advancement in the management of Foundation funds, including employment of an investment management agent or agents, as deemed prudent and appropriate. Policies established by this committee must be ratified and approved by the Board of Directors.

Section 3. Development Committee

The Development Committee shall be composed of at least four members of the Board of Directors whose duty shall be to review and recommend policies and procedures germane to the pursuit and acceptance of gifts offered to the University of Wisconsin-Green Bay Foundation in support of its efforts and for the good of the University of Wisconsin-Green Bay. Working with the Chancellor and Assistant Chancellor for University Advancement, this committee will monitor processes for the review of offered gifts of real property and may recommend to the Chancellor and Assistant Chancellor for University Advancement acceptance of such gifts. The Development Committee may exercise the same judgments in evaluating gifts with environmental or other sensitive implications. The Committee shall also be responsible for formulating recommendations to the Board of Directors with respect to planning and implementing strategies for and related to the Foundation’s annual, capital, major, or planned giving, special projects and other related fund raising programs.

Section 4. Nominating Committee

The Nominating Committee, chaired by the Vice Chair of the Board of Directors, shall be composed of at least two (2) other members of the Board of Directors. The Nominating Committee shall have the responsibility for nominating Directors and officers to be elected at the next annual meeting and for nominating candidates to fill seats in the event of vacancies as described in Article II, Section 2c and Article 4, Section IVa. The Nominating Committee shall first recommend a slate of Directors and officers to the Chancellor for approval and then submit the slate to the Board of Directors for ratification and approval. The Nominating Committee shall, in consultation with the Chancellor, maintain a list of available candidates for each position. The Nominating Committee, in concert with the Chancellor, shall also have the responsibility to provide an orientation session and information to all new Directors.

Section 5. Ad Hoc Committees

Ad Hoc Committees shall be appointed by the Chair as needed to address particular and special needs within the Foundation.

ARTICLE VI. Fiscal Year

The fiscal year of this Foundation shall begin on January 1 and end on December 31 in each year.

ARTICLE VII. Indemnification of Officers and Directors

This Corporation shall and does, by adoption of this Bylaw, indemnify such persons for such expenses and liabilities in such manner, under such circumstances, and to the full extent as permitted by the Laws of the State of Wisconsin, as now enacted or hereafter amended.

ARTICLE VIII. Conflict of Interest Statement

It is the obligation of each member of the Board of Directors, including officers and members of the various committees, to abstain from voting on any issue, scholarship, or consideration in which that member has a direct or indirect vested interest. If it is believed such restraint has not been exercised, any member of the Board of Directors may issue a challenge. The question of conflict may be resolved by a majority of voting members of the body before which the conflict arises.

ARTICLE IX. Waiver of Notice

Whenever any notice is requested to be given under the provisions of the Non-Profit Corporation Act of Wisconsin, or under the provisions of the Articles of Incorporation, or the Bylaws of the corporation, a waiver thereof in writing, signed by the person or persons entitled to sign such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE X. Statement of Non-Discrimination

The University of Wisconsin-Green Bay Foundation, Inc. does not discriminate on the basis of race, color, creed, sex, sexual orientation, age, national origin, ancestry, disability, marital status, pregnancy, political affiliation, arrest or conviction record, identity as a veteran, disabled veteran, Vietnam-era veteran, membership in the national guard, state defense force or any other reserve component of the military forces.

ARTICLE XI. Order of Business

The parliamentary rules in Robert’s Rules of Order Newly Revised shall govern the Board of Directors’ deliberations in all cases to which they are applicable and in which they are consistent with these Bylaws and any special rules of order that the Board may adopt.

ARTICLE XII. Exempt Activities

Notwithstanding any other provision of these Bylaws, no director, officer, employee or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under section 501(c)(3) of the Internal Revenue Code.

ARTICLE XIII. Amendments

These Bylaws may be altered, amended, or repealed by the affirmative vote of a majority of the Board of Directors at any regular or special meeting provided that the notice of any proposed amendment is included in the notice of said meeting. However, no amendment shall change the original purposes of this Foundation as herein defined.