and History | Bylaws | Articles
of Incorporation | Investment Policy
VIRGINIA COMMONWEALTH UNIVERSITY
AMENDED AND RESTATED
AS OF MAY 9, 1995
Trustees. The Trustees shall consist of twenty-eight
members. The persons who are at the time the Rector of the
Board of Visitors, and the President of Virginia Commonwealth
University shall be ex-officio Trustees to hold office so
long as they shall hold the offices specified. The remaining
twenty-six Trustees shall be elected by the Trustees in
accordance with these Bylaws and the Articles of Incorporation.
Honorary Trustees. The Trustees may elect annually
such persons as deemed appropriate to serve as Honorary
Trustees. Such persons, so elected, shall not vote or hold
Election of Trustees. Trustees shall elect successor
Trustees and fill any vacancies occurring among the Trustees.
A duly elected Trustee will take office on the first day
of July following the annual meeting of the Corporation
at which he was elected. A Trustee elected to fill an unexpired
term shall take office upon election.
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Meetings of Trustees. The annual meeting of the Trustees
shall be held in May of each year on such day as may be
set by the President.
Special meetings may be called by any Officer or by one-third
of the Trustees in office. One-third of the number of voting
Trustees shall constitute a quorum.
Notice of all meetings shall be given at least two days
prior to the date of the meeting unless waived in writing
before or after the meeting by all of the Trustees in office.
The notice shall state the time, place and purpose of the
meeting. Less than a quorum of the Trustees may adjourn
a meeting to a fixed time or place, no further notice of
any adjourned meeting being required.
Officers. The Trustees, at their annual meeting
in each year shall elect a President, one or more Vice Presidents,
and may elect such other Officers as they may deem proper.
The President and Vice President shall be chosen from among
the elected Trustees, but not other officer need be a Trustee.
The term of office shall be one year beginning July 1 and
ending June 30 or until their respective successors are
elected and qualify, but any Officer may be removed or suspended,
with or without cause, by a majority of the Trustees present
at any annual or special meeting of the Corporation. Vacancies
among the elected Officers shall be filled by majority vote
of the Trustees.
Duties of Officers. The President shall preside
at all meetings of the Trustees, shall serve as head of
the Corporation, appoint all committees with concurrence
of the Trustees, and assume all other duties usually associated
with the office of the President. The President shall serve
as an ex-officio member of all committees with the power
of vote and shall be taken into account in determining the
presence of a quorum of such committees.
The Vice President shall assume all duties of the President
in the absence of the President and such other responsibilities
as directed by the President or Trustees.
The Secretary shall keep the official records of the Corporation,
file any reports required of the Corporation and assume
other duties designated by the President or Trustees.
The Treasurer will maintain the financial records of the
Corporation in a manner prescribed by the Trustees, shall
disburse funds on behalf of the Corporation, and maintain
a record of any restrictions upon the use of funds and insure
compliance with those restrictions.
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Fiscal Year. The fiscal year of the Corporation
shall begin on July 1 and end on June 30 of each year.
Committees of the Trustees.
Executive. The Trustees may designate
by resolution adopted by a majority of all the Trustees
there or more of the elected Trustees to constitute an Executive
Committee. Ex-officio Trustees shall also serve as ex-officio
members of the Executive Committee without vote except for
the person serving as Rector of the Board of Visitors of
Virginia Commonwealth University. The Executive Committee,
when the Trustees are not in session, may to the extent
permitted by law exercise all of the powers of the Trustees
(except to approve an amendment of the Articles of Incorporation,
a plan of merger or consolidation, a sale, lease, exchange,
mortgage, pledge or other disposition of all, or substantially
all, of the property and assets of the Corporation, the
voluntary dissolution of the Corporation, or renovation
of voluntary dissolution proceedings), and authorize the
seal of the Corporation to be affixed as required. The Executive
Committee may make rules for holding and conduct of its
meetings, the notice thereof required and the keeping of
Investment. The Investment Committee shall
manage the investment of funds held by the Corporation as
directed by the Trustees. The Investment Committee, with
approval of the Trustees, may seek investment counsel.
Gifts and Program. The Gifts and Program
Committee will provide careful oversight of the ways in
which donated funds, either endowment earnings or current
funds, are utilized within their designated and restricted
purposes. It will also provide guidance and advice to the
University President and officers of the Foundation in allocating
unrestricted gifts to high-priority programs at Virginia
Commonwealth University. The Gifts and Program Committee
will act as a clearinghouse for decisions relating to the
acceptance of gifts by the Foundation.
Audit. The Audit Committee shall ensure
the existence of effective accounting and internal control
systems and shall oversee the audit function. The Audit
Committee shall facilitate communication between auditors
and the Trustees and shall review the results of the auditors’
examinations. Annually, the Audit Committee shall recommend
the appointment of the external audit firm to the Trustees.
Other Committees. The President, with
the concurrence of the Trustees, may appoint other committees
as required to perform the work of the Corporation.
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Disposition of Funds. The Trustees shall cause
all funds of the Corporation to be held for it by an appropriate
agency or depository of its selection to be applied and
disbursed in such manner as the Trustees may direct. All
funds received by the Corporation that are restricted as
to use shall be applied in accordance with such restrictions
and it shall be the responsibility of the Treasurer to maintain
a separate account of each restricted fund and a statement
of the related restrictions.
The Trustees shall review and, if deemed appropriate, approve
request for funding made by Virginia Commonwealth University.
The funds received by the Corporation shall not be used by
it for any purpose or in any way that will relieve the Commonwealth
of Virginia of its obligations to Virginia Commonwealth
University or will result in any decrease of funds otherwise
forthcoming to Virginia Commonwealth University from the
Commonwealth of Virginia.
Amendments. These Bylaws may be amended by a majority
vote of the Trustees during an annual or special meeting,
provided the meeting has been duly called as provided in
these Bylaws and provided the notice of such meeting includes
the proposed Bylaw changes.
BE IT RESOLVED THAT Paul P. Jez, Assistant Vice President
for Business Services and Treasurer, is hereby empowered
to transfer, endorse, sell, assign, and deliver any and
all shares of stocks, bonds, debentures, notes, evidence
of indebtedness, or other securities now or hereafter standing
in the name of or owned by the Virginia Commonwealth University
Foundation, to secure loans not to exceed one year in duration
and to make, execute and deliver any and all written instruments
necessary or proper to effectuate the authority hereby conferred.
I, Peter L. Wyeth, Secretary of the Virginia Commonwealth
University Foundation, hereby certify that the foregoing
is a true copy of a resolution duly adopted by the Board
of Trustees of said Corporation and that the same has not
been repealed or amended and remains in full force and effect
and does not conflict with the Articles of Incorporation
of said Virginia Commonwealth University Foundation.
Signed by Peter L. Wyeth, Secretary of the VCU Foundation,
April 24, 1996.
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