Moore School of Business - Moore School - Business Partnership Foundation Bylaws

Moore School Web Site | Business Partnership Foundation

ARTICLE I

Name

The name of this organization shall be The University of South Carolina-Business Partnership Foundation.

ARTICLE II

Nature

The form of this organization is that of an eleemosynary, non-profit corporation whose purposes shall be similar to those of any charitable or eleemosynary corporation, except as limited by its charter.

ARTICLE III

Purposes

The purpose of the University of South Carolina-Business Partnership Foundation is to make the Moore School of Business one of the best in the nation. Towards this end the Foundation shall:

(1) Establish a continuing partnership between the University of South Carolina and the business community of the State of South Carolina for the enhancement and improvement of the Moore School of Business.

(2) Solicit and receive gifts, bequests, devises of things of value and accept the same subject to such conditions and trusts as may be imposed thereon for the exclusive benefit of the Moore School of Business in conjunction with regular funds from the University.

(3) Build an endowment fund and supervise the creative management of this fund; and disburse monies from time to time as determined by the Board of Trustees and in accordance with the limitations of any gift.

(4) Determine in cooperation with the administration of the Moore School of Business, appropriate projects and programs of that school to be financed in whole or in part by funds raised or by income from the endowment fund.

(5) Encourage and assist in supporting research in business and economic problems.

(6) Bring together representatives from different businesses and government and assist in conducting conferences, seminars, and management programs to further the education, development and effectiveness of management personnel in South Carolina and the Southeast region of the United States .

ARTICLE IV

Offices

The offices of the Foundation shall be the same as the Dean of the Moore School of Business of the University of South Carolina , Columbia , South Carolina , or such other office as may be designated by the Board of Trustees.

ARTICLE V

Board of Trustees

Section 2. Number and Qualifications.

The Board of Trustees shall consist of forty-five (45) members in the following categories:

(a) Forty (40) shall be businesspersons elected in accordance with Article V, Section 3, two of which shall be alumni of the Moore School of Business.

(b) Three (3) shall be Ex-officio members. They shall be the President of the University of South Carolina , Executive Director, University Foundations, and the Dean of the Moore School of Business. They shall have all rights and privileges of other Trustees with the exception of voting rights.

(d) Trustees who have served a minimum of two (2) four year terms may be elected as an Emeritus Trustee by a three-fourths vote of the Trustees present at any full meeting of the Board. Emeritus Trustees shall have all rights and privileges of other Trustees with the exception of voting rights.

Section 3. Method of Selection. At the annual meeting each year the Executive Committee shall propose an appropriate number of persons to serve as Trustees for four (4) years and to fill any unexpired terms. The Executive Committee shall distribute the list of nominees to each Trustee at least thirty (30) days in advance of the Annual Meeting. The new Trustees shall be elected by a majority of Trustees present at the Annual Meeting. All outgoing Trustees shall be eligible to vote.

Section 4. The elected Trustees shall serve terms of four (4) years each and may serve any number of terms consecutively. Trustees shall be elected at the Annual Meeting to assume responsibilities on July 1 of the same year. All Trustees shall serve until their successors are elected.

Section 5. Vacancies. Unexpired terms of office may be filled by the existing Board of Trustees by a majority of those present and voting at any regular or special meeting of the Trustees. An out-going Trustee shall be entitled to vote in such an election.

Section 6. Meetings.

(a) Regular Meetings. There shall be two (2) regular meetings of the Trustees each year, one to be held during the fall term and one to be held during the spring term. The regular meeting in the spring shall be designated as the Annual Meeting.

(b) Special Meetings. Special meetings of the Trustees may be called either by the President of the Business Partnership Foundation or the Board of Trustees in accordance with the provision of notice of meetings.

(c) Conference calls or mail ballots may be substituted for a special meeting in unusual circumstances unless otherwise provided in these Bylaws.

(d) Place of Meeting. The President of the Business Partnership Foundation shall designate the time and place for all regular and special meetings.

(e) Notice of Meetings. Written or printed notice stating the place, day, and hour of all meetings of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, no less than five (5) or more than sixty (60) days before the date of such meeting, by or at the discretion of the President or the Executive Director. In case of special meetings, the purpose for which the meeting is called shall be stated in the notice.

(f) Quorum. Ten (10) Trustees shall constitute a quorum at any meeting, at least one of whom shall be a University Trustee or an Ex officio member.

Section 7. Committees.

(a) Executive Committee—Responsibilities and Duties

The Executive Committee shall consist of the officers and ex-officio Trustees of the Business Partnership Foundation.

The Executive Committee shall have the power to transact all business which the Board or any other standing Committee there of may transact, except the election or removal of member and officers of the Board and such other business as by statute or under these bylaws may require the vote of a majority or other designated number of the members of the Board.

All Trustees shall be invited to all Executive Committee meetings. Attendance is optional for Trustees who are not members of the Committee, but those who are present shall have power to vote.

It shall be the Executive Committee’s responsibility to submit prospective Trustees and slate of officers for approval by the Board at the annual spring meeting for regular terms of office and at any regular meeting to fill unexpired terms.

(b) Finance and Budget Committee—Responsibilities and Duties

This committee shall act in accordance with the general purposes of the Business Partnership Foundation Trustees to:

1. Develop and ensure that an adequate long-range plan for financing operations is in place.

2. Recommend an annual BPF operating budget.

3. Ensure proper budgetary control and appropriate financial reports.

4. Review financial operations of subsidiary corporations of the Foundation, report their status, and make recommendations to the Board.

5. Review (upon recommendation of the Dean of the Moore School of Business) faculty salary supplements, and other direct payments to faculty and administration.

6. The Dean of the Moore School of Business may present to the Committee the school’s annual operating budget, and address state and private funding needs.

The Finance and Budget Committee shall consist of a minimum of four (4) Trustees of the Foundation appointed by the President of the Business Partnership Foundation. Membership in this committee is not restricted to BPF Trustees. Non trustees may be appointed by the Chair of the Finance and Budget Committee.

The purpose of the Committee is to provide advice, encouragement, and evaluation of the Moore School of Business public relations efforts. The Committee shall consist of persons with interest and experience in public relations, activities such as print and broadcast reporting and feature writing, magazine publishing, adverting, corporate relations, and legislative affairs.

This Committee shall act in accordance with the general purposes of the Business Partnership Foundation Trustees to p lay an active role in monitoring proposed legislation and activities of the South Carolina Legislature that may affect the Moore School of Business—specifically the House of Representatives Education and Public Works Committee and the Senate Education Committee.

Evaluate the Moore School of Business publications as requested and provide advice and training in public relations techniques.

Evaluate the school’s branding and make appropriate recommendation to promote the school’s state and national recognition and rankings.

The Public Relations and Legislative Affairs Committee shall consist of a minimum of four (4) Trustees of the Foundation appointed by the President of the Business Partnership Foundation. Membership on this committee is not restricted to BPF Trustees. Non-trustees may be appointed by the Chair of the Public Relations and Legislative Affairs Committee.

(d) Investment Committee—Responsibilities and Duties

This committee shall act in accordance with the general purposes of the Business Partnership Foundation Trustees to:

1. Ensure the establishment of investment policies, objectives, and criteria; annually review same and recommend needed changes and revisions to the Board.

2. Establish policy guidelines and determine allocation of assets among equity, fixed income and various other investment alternatives as deemed necessary.

3. Select and periodically review performance results of outside investment manager, investment activity and adherence to policy; terminate relationships with outside investment managers based on mangers’ and consultants’ performance and above policies and employ consultants, as needed, to evaluate performance of fund managers.

4. Develop maintain, and report to the Board on investment philosophy and guidelines employed for the Committee’s internal operation and function.

The Investment Committee shall consist of a minimum of four (4) Trustees of the Foundation appointed by the President of the Business Partnership Foundation. Membership on this committee is not restricted to BPF Trustees. Non—trustees may be appointed by the Chair of the Investment Committee.

(e) Audit and Professional Relations Committee—Responsibilities and Duties

This committee shall act in accordance with the general purposes of the Business Partnership Foundation Trustees to:

1. Ensure that the financial affairs of the Foundation are managed with the utmost legal and ethical care, as attested by a certified annual financial audit and careful review of other professional services retained.

2. Review management’s evaluation of ongoing and periodic need for various ongoing and major professional services (i.e., audit, general counsel, banking, etc.), approve scope of coverage required, and recommend to the Board the retention of appropriate professional firms.

3. Develop, maintain, and report to the Board on guidelines employed for the Committee’s internal operations

4. Act as the liaison with external auditors.

The Audit and Professional Relations Committee shall consist of a minimum of four (4) Trustees of t he Foundation appointed by the President of the Business Partnership Foundation. Membership on this committee is not restricted to BPF Trustees. Non-trustees may be appointed by the Chair of the Audit and Professional Relations Committee.

(f) Academic Affairs Committee—Responsibilities and Duties

This committee shall act in accordance with the general purposes of the Business Partnership Foundation Trustees to:

1. Review the academic operation of the school, including research initiatives and shall periodically review regular, special, and proposed academic programs.

2. Assist the school in the development of the school’s strategic plan under the direction of the Dean of the Moore School of Business.

3. Address student recruitment, retention, and placement issues under the direction of the Dean of the Moore School of Business.

4. Evaluate information systems and technology needs of the school and assist in facilitating cooperative initiatives with the College of Engineering and Information Technology.

The Academic Affairs Committee shall consist of a minimum of four (4) Trustees appointed by the President of the Business Partnership Foundation, and the Dean of the Moore School of Business. Membership on this committee is not restricted to the BPF Trustees. Non-trustees may be appointed by the Chair of the Academic Affairs Committee.

(g) Development and Alumni Relations Committee—Responsibilities and Duties

This committee shall act in accordance with the general purposes of the Business Partnership Foundation Trustees to:

1. Provide volunteer leadership for fund-raising campaigns.

2. Review and refine development case statements.

3. Identify and help the Foundation access major donor prospects.

4. Help develop strategies for approaching individual, corporate, and foundation major gift prospects.

5. Advise the Office of Alumni Relations in developing alumni programs, class reunions, alumni publications, special events, and the Annual Fund program.

The Development and Alumni Relations Committee shall consist of a minimum of four (4) Trustees appointed by the President of the Business Partnership Foundation. Membership on this committee is not restricted to BPF Trustees. Non-trustees may be appointed by the Chair of the Development and Alumni Relations Committee.

(h) Business Partnership Foundation Board of Advisors

The Board of Advisors fosters closer ties between the Moore School of Business and the business community. The Board assists the BPF and the school to achieve its mission by providing advice and assistance.

Board of Advisors members are appointed by the President of the Business Partnership Foundation for a two year term.

All members of the BPF Board of Advisors are asked to serve on one of the Business Partnership Foundation’s standing committees;

Finance and Budget Committee

Public Relations and Legislative Affairs Committee

Investment Committee

Audit and Professional Relations Committee

Academic Affairs Committee

Development and Alumni Relations Committee

Standing committees of the Foundation meet at the discretion of the committee chair.

ARTICLE VI

Officers

Section 1. Number. The officers of the Business Partnership Foundation shall be a President, Vice President, Treasurer elected from members of the Board of Trustees, and an administrative position of Executive Director appointed by the members of the Board of Trustees.

Section 2. Election and Term of Office. The officers of the Business Partnership Foundation shall be elected members of the Board of Trustees and shall be elected for a term of two (2) years by the Board of Trustees at its regular annual meeting. Vacancies may be filled or new offices created and filled at any regular meeting of the Board of Trustees. Each officer shall hold office until a successor shall have been duly elected and qualified to take office July 1 of the same year.

Section 3. Duties. The duties of the officers shall be those which usually attach to such offices and, in addition, such further duties as may be determined from time to time by the Board of Trustees. In addition to his usual duties, the President shall make an Annual Report on the Foundation’s activities to all Board of Trustee members.

ARTICLE VII

Checks, Deposits and Funds

Section 1. All checks (except those issued to a Dean of the school), drafts or other orders for the payment of money, notes, or other notices of indebtedness issued in the name of the Business Partnership Foundation, shall be signed jointly by the Associate Dean for Academic Affairs or the Associate Dean for Administration or a Trustee of the Foundation and the Dean of the school. Checks issued to the Dean of the school would require the signature of the Associate Dean for Academic Affairs or Associate Dean for Administration and a Trustee of the Foundation. Checks issued to either the Associate Dean for Academic Affairs or the Associate Dean for Administration would require the signature of the other Associate Dean and the Dean of the school or a Trustee of the Foundation.

Section 2. All funds of the Business Partnership Foundation shall be deposited to the credit of the Foundation in such banks, trust companies, or other depositories as the Budget and Investment Committee may select.

Section 3. Gifts. The Board of Trustees may accept on behalf of the Business Partnership Foundation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Foundation.

ARTICLE VIII

Books and Records

Section 1. Reporting Requirements. The Foundation shall keep in its offices correct and complete books and records of account which shall be audited annually by a certified public accountant, and shall also keep minutes of the proceedings of its Board of Trustees. All books and records of the Foundation may be inspected by a Trustee for any proper purpose at any reasonable time. Monthly interim financial statements will be prepared and will be available for inspection by any Trustee upon request. Also, any donor of $5,000 or more to the Business Partnership Foundation shall have the right to review any annual audit report or interim financial statement in the Foundation offices during normal business hours.

Section 2. Overall Accounting Method. Except for recognition of income from gifts, contributions, etc. (which may be recognized as income when received), the Business Partnership Foundation will maintain its records on the accrual basis of accounting. Other accounting policies will be approved by the Board of Trustees.

Section 3. Fiscal Year. The fiscal year of the Business Partnership Foundation shall be July 1 through June 30.

ARTICLE IX

Waiver of Notice

Whenever any notice whatever is required to be given under the provisions of the Articles of Incorporation or by the Bylaws of the Business Partnership Foundation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE X

Amendments to Bylaws

Amendments to these Bylaws may be adopted by three-fourths vote of the Trustees present at any regular meeting, providing that at least thirty (30) days written notice is given of the intention to adopt new Bylaws at such a meeting.

ARTICLE XI

Ratification

These Bylaws shall become effective when they are adopted by a three-quarter vote of the Trustees present at a meeting especially called for this purpose.

REVISED June 25, 2004