SECTION 1: THE MEMBERS OF THIS NON-PROFIT ORGANIZATION, THEIR ASSOCIATES and successors, shall be incorporated and made a body corporate under the name of the Western Carolina University Foundation.
OBJECT AND PURPOSES
SECTION 1. THE OBJECTIVES AND PURPOSES OF SAID CORPORATION ARE:
A. To promote in various ways the cause of higher education in the State of North Carolina and particularly in Western North Carolina, to receive capital and operating funds for the support and enhancement of Western Carolina University and to aid and assist Western Carolina University in its development as a leading educational institution.
B. To create scholarships and endowments, to provide supplemental funds for either students
or faculty, and generally to do any and all things pertaining to, and which the directors may deem to be in the best interests of Western Carolina University and which do not conflict with the Articles of Incorporation.
RIGHTS, POWERS, PRIVILEGES, AND IMMUNITIES
SECTION 1. THE CORPORATION IS ORGANIZED AND SHALL BE OPERATED exclusively for charitable, educational, literary and scientific purposes. The corporation shall have no capital stock and no shareholders, and no part of its net income shall inure to the benefit of or be distributed to any of its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes and objects herein set forth. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activity not permitted to be carried on (a) by a corporation exempt from income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law), or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law).
SECTION 2. UPON THE DISSOLUTION OF THE CORPORATION, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of the assets of the corporation, exclusively for the purposes and objects of the corporation as set forth in this Charter, and in no event shall any asset be distributed to or used for any object or purpose other than an object or purpose which is exempt from income taxes under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law).
SECTION 3. NO DIRECTOR OF THE WESTERN CAROLINA UNIVERSITY FOUNDATION, shall have, by virtue of his/her office, any personal rights or interest in the assets of the corporation, nor shall the property of any director on any account be liable for any of the obligations of the corporation.
SECTION 4. THE CORPORATION SHALL HAVE THE POWER to accept, acquire, receive, take, and hold, by bequest, devise, grant, gift, purchase, exchange, lease, transfer, judicial order or decree, or otherwise, for any of its objects and purposes, any property, real, personal, and mixed, of whatever kind, nature, or description, wherever situated; to hold, invest, dispose of gifts and donations as set forth in paragraph four of the Articles of Incorporation; to buy, sell, exchange, convey, mortgage, lease, transfer, or otherwise dispose of or deal in, at either public or private sale, all form of property, real, personal, and mixed, in order to carry out the objects and purposes of the corporation; to borrow money and secure the payment thereof by mortgage, pledge, deed, indenture, or other instrument, or by other lien upon, assignment of, or agreement in regard to, all or any part of the property, rights, or privileges of the corporation, wherever situated, whether owned or hereafter to be acquired; to invest and reinvest any funds belonging to the corporation at any time and from time to time in such securities and property, real and personal, as the Directors of The Western Carolina University Foundation, in their sole discretion, see fit, provided such investments are legal investments for trust funds under the laws of North Carolina; and in general to exercise such other powers which now or may hereafter be conferred, by law, upon a non-profit corporation, organized for the purposes herein set forth, or necessary or incidental to the powers so conferred, or conducive to the attainment of the purposes of the corporation, subject to such limitations as are or may be prescribed by law. All the foregoing powers shall be exercisable without order of court or any other authority.
SECTION 5. THE CORPORATION SHALL HAVE ALL OF THE RIGHTS, PRIVILEGES AND IMMUNITIES, which under the laws of the State of North Carolina, now or hereafter, may be vested in a similar corporation and which are in furtherance of the exempt purposes herein set out.
SECTION 1. THERE SHALL BE ONE CLASS OF MEMBERS. The Board of Trustees of Western Carolina University shall constitute the membership of the Western Carolina University Foundation. The term of membership shall be for one year.
SECTION 2. THERE SHALL BE AN ANNUAL MEETING of the membership of the Foundation to be held in May of each year as determined by the of Board of Directors. In the event no date is determined for such meeting, then the annual meeting shall be held to coincide with the date of the meeting of the Board of Trustees to be held in the second quarter of the calendar year. At such meeting, new directors shall be elected for the ensuing year, as provided in Article 5, Section 1 of these bylaws. As near as possible the membership shall elect one-third of its directors each year at its annual meeting.
SECTION 3. FOLLOWING THE ANNUAL MEETING of the membership there shall be a meeting of the Board of Directors, and new officers and the executive committee shall be elected for the ensuing year.
SECTION 4. ALL OTHER BUSINESS PROPERLY COMING BEFORE THE ANNUAL MEETINGS of the membership or the Board of Directors may be transacted at said meetings.
BOARD OF DIRECTORS
SECTION 1. THE ENTIRE MANAGEMENT AND CONTROL of this Foundation shall be vested in a Board to be known as the Board of Directors of the Western Carolina University Foundation, except as outlined in Article VII, Section 1, of these Bylaws. As determined by the membership, there shall be not less than five nor more than 30 Directors serving staggered terms of three years. Directors need not be members and may succeed themselves. The Chancellor of Western Carolina University shall be a voting member of the Board of Directors and shall serve as President. The Chairman of the Board of Trustees shall also be a voting member of the Board of Directors. The Vice-Chancellor for Advancement and External Affairs shall serve as a non-voting member of the Board and also shall serve as Executive Secretary. The Vice-Chancellor for Finance and Administration shall serve as a non-voting member of the Board and also shall serve as Treasurer.
SECTION 2. THE FOUNDATION MEMBERSHIP shall from time to time meet to determine the number of Directors. The membership shall determine the number of Directors and when necessary to maintain rotation of staggered terms also shall determine who shall serve one-, two-, or three-year terms. The Board, at all times, must as near as possible have one-third of its members’ terms expiring each year. The Board shall meet at least twice each year.
SECTION 3. SPECIAL MEETINGS of the Board of Directors may be held at any time or place including video or teleconference meetings upon seven days written, telephone or electronic notice to the Directors, upon call of the President or any five Directors. Executive Committee and other committee meetings may be called in a similar manner by the President or his/her designee, Chairman or any five directors.
SECTION 4. ANY DIRECTOR MAY WAIVE NOTICE of any meeting of the Board. The Executive Secretary shall give written notice to each Director of all meetings of the Board, and in the case of special meetings, shall state the object of the meeting. No failure to give notice of a regular meeting shall invalidate the same.
SECTION 5. AT ALL MEETINGS of the Board of Directors a simple majority of the Directors shall constitute a quorum and all matters shall be determined by the majority vote of the Directors present, unless otherwise required by law.
SECTION 6. MEETINGS OF THE BOARD SHALL BE HELD AT SUCH PLACES in or out of Jackson County as are determined, from time to time, by the Board; however, in the absence of such determination by the Board of the place of a particular meeting, such meeting shall be held on the Western Carolina University campus.
SECTION 7. AN ANNUAL REPORT shall be made to the Board of Directors as soon as practical after the close of each fiscal year by the officers for the previous year ending June 30.
SECTION 1. THE OFFICERS of The Foundation shall be President, the Chairman of the Board, the Vice-Chairman, the Second Vice-Chairman, the Executive Secretary, and the Treasurer. One person may hold two or more offices, except that neither the Chairman of the Board, the President, Vice-Chairman, nor the Second Vice-Chairman, shall also hold or discharge the office of Executive Secretary or Treasurer.
SECTION 2. THE CHAIRMAN OF THE BOARD, THE VICE-CHAIRMAN, AND THE SECOND VICE-CHAIRMAN shall be elected by and from the members of the Board of Directors. The Executive Secretary of the Foundation shall be the Vice-Chancellor for Advancement and External Affairs and the Treasurer shall be the Vice-Chancellor for Finance and Administration . Other subordinate officers and agents may be appointed by the Board of Directors and need not be members of said Board.
SECTION 3. ALL OFFICERS SHALL SERVE FROM JULY 1 TO JUNE 30, or until their successors are elected and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time at any special meeting called for such purpose by the Board of Directors. All vacancies on the Board of Directors shall be filled for the unexpired term in the same manner as provided herein for naming members of the Board of Directors.
SECTION 4. NO MEMBER OF THE BOARD OF DIRECTORS either in such capacity or in any other capacity SHALL BE PAID ANY SALARY or any other remuneration for his/her services, but he/she may be reimbursed for any expense to which he/she has been put while about the business of The Foundation, provided such expense account is approved by resolution of the Board of Directors.
SECTION 5. THE CHAIRMAN OF THE BOARD shall preside at all meetings of the Board. The President shall have and exercise a general control and supervision over the affairs of The Foundation and over the agents, employees, and servants of The Foundation in the operation of the affairs of The Foundation, shall see that all orders and resolutions of the Board are carried into effect, and shall perform such other duties and exercise such other powers as may be assigned to him/her from time to time by the Board of Directors. The President shall appoint all committees, with the exception of the Audit Committee, subject to confirmation by the Board of Directors. The President shall be an ex-officio member of all committees except the Audit Committee.
SECTION 6. THE VICE-CHAIRMAN shall discharge the duties of the President in the absence or inability of the Chairman.
SECTION 7. THE SECOND VICE-CHAIRMAN shall serve as a member of the Finance committee and shall discharge the duties of the Vice-Chairman in the absence or inability of the Vice President.
SECTION 8. THE EXECUTIVE SECRETARY shall give notice of all meetings of the Board of Directors, shall keep minutes of such meetings permanently in books provided especially for such purpose, shall read them at proper subsequent meetings, and shall notify all officers of their election. He/she shall have custody of The Foundation Seal and he/she shall perform such other duties as may be required of him/her by the Bylaws assigned to him/her by the Board of Directors of The Foundation or directed by the President.
SECTION 9. POLICIES/PROCEDURES FOR INTERNAL CONTROLS AND SAFEGUARD OF ASSETS: THE TREASURER shall be responsible for the preparation of the annual Foundation budget, receipt and deposit of all monies of The Foundation in its name and to its credit in such depositories as may be designated by the Board of Directors, and shall be charged with safekeeping all securities and other valuable documents and properties of The Foundation. He/she shall keep or cause to be kept, in books belonging to The Foundation, accurate records showing all transactions of The Foundation, its assets, liabilities, financial condition, expenses and income, and shall see that all expenditures are duly authorized by the Board of Directors and evidenced by proper receipts and vouchers. He/she shall prepare a full report of the financial condition of The Foundation, including statement of income and expenses for annual meetings of the Board, and shall make such other reports and statements as may be required of him/her by the Board of Directors of The Foundation or legal authority.
EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS
SECTION 1. EMPOWERED TO ACT on behalf of the Board of Directors between the meetings of the Board shall be the Executive Committee of the Board of Directors. The Executive Committee shall be made up of the President, the Chairman of the Board, and one person (non-university personnel) elected from the Directors to serve terms of one year.
SECTION 2. MEETINGS OF THE EXECUTIVE COMMITTEE shall be held in a designated place or by video or teleconference as necessary for the purpose of transacting that business of the Board of Directors that cannot be delayed until a regular meeting of the Board.
SECTION 3. MEETINGS OF THE EXECUTIVE COMMITTEE may be held at any time or place including by video or teleconference upon call of the President.
SECTION 4. AT ALL MEETINGS OF THE EXECUTIVE COMMITTEE a simple majority shall constitute a quorum and all matters shall be determined by the majority vote of the Committee members present, unless otherwise required by law.
SECTION 1. AN AUDIT COMMITTEE shall be elected annually by and from the members of the Board of Directors no later than May 31. The committee shall be composed of three members who shall elect their own Chairman and none of who shall be either an Officer or member of the Finance Committee of The Foundation. The Audit Committee shall recommend to the Board a firm of Certified Public Accountants who are to be used for the annual audit; shall handle all negotiations and details concerning the audit with the Certified Public Accountants approved by the Board; shall examine and inquire into the audit report furnished by such Certified Public Accountants and make annual report of same to the Board of Directors.
SECTION 2. A FINANCE COMMITTEE shall be composed of five members of the Board of Directors of The Foundation, including the Second Vice-Chairman, the Treasurer, and three other members of the Board appointed by the President. This committee shall elect its own Chairman who shall not be the Treasurer. This Committee is charged with the responsibility of determining upon the investment and reinvestment of all funds of the Western Carolina University Foundation.
SECTION 3. REAL ESTATE SUBCOMMITTEE:The Board would act as a committee of the whole in the event of an extraordinary gift, purchase, or disposition of real estate. The President of The Foundation is empowered to authorize routine acquisitions and Dispositions of real estate.
SECTION 4. INVESTMENT SUBCOMMITTEE: The Foundation’s by-laws charge the Finance Committee of the Board with responsibility for oversight of The Foundation’s investments. Investment policies have been promulgated by the Committee and formally adopted by the Board of Directors.
SECTION 5. THE PRESIDENT may appoint other committees as necessary for the efficient operation of the Foundation.
SECTION 6. CERTIFICATION OF EXPENDITURES: The University business office acts as fiscal agent for The Foundation. Consequently, all Foundation expenditures are subject to approval by the designated accountable officer and to the same internal controls that apply to expenditures of University funds.
SECTION 7 ALL ACCOUNTING TRANSACTIONS FOR THE FOUNDATION are conducted by University business offices and are recorded in the official financial records of Western Carolina University . Expenditures require approval of a designated University officer. The receipt and disbursement of Foundation funds are subjected to an annual internal control review performed by the University’s Internal Auditor. The internal control structure is also monitored by the Office of The State Auditor. Financial records of The Foundation are uniquely numbered in the University’s Financial Records System, thus providing separate accounting by activity/scholarship, as well as the capability for generating summary reports covering the entire Foundation. An annual audit and tax return are prepared by an external, independent auditor. The audit reflects a comprehensive review of the business transactions of The Foundation and includes a review of internal controls.
SECTION 8 AUDITED FINANCIAL STATEMENT audited financial statements are provided to the Board of Directors approximately four months after the fiscal year-end. Because the University realizes a material financial benefit from its affiliated Foundation, The Foundation’s assets, liabilities fund balance, and results of operations are blended with those of the University in the Western Carolina University financial statements.
SECTION 9. REPORTABLE CONDITIONS: The external auditor is directed in his or her engagement letter to issue a separate written report of any reportable conditions found. Copies of the full audit report are provided to The Foundation Board of Directors, the University Board of Trustees, the Chancellor, the Vice Chancellor for Advancement and External Affairs, the Vice Chancellor for Finance and Administration, and the President of the University of North Carolina.
SECTION 10. THE PRINCIPAL OFFICE of the Foundation shall be on the campus of Western Carolina University .
SECTION 11. THE FISCAL YEAR OF THE FOUNDATION shall begin on July 1 and end June 30.
SECTION 12. THE SEAL of The Foundation shall have inscribed thereon the name of The Foundation, the year of its incorporation, and the words, "Corporate Seal, North Carolina ." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
SECTION 13. DEEDS, NOTES, AND ALL OTHER CONTRACTS in behalf of the Foundation shall be signed by the President or Vice-Chairman signing with the Executive Secretary or Treasurer.
SECTION 14. THE BOARD SHALL designate depositories for the safekeeping of monies belonging to the Foundation and shall designate those given authority to SIGN CHECKS, drafts, and like instruments on behalf of the Foundation.
SECTION 15. THESE BYLAWS MAY BE ALTERED, AMENDED, OR REPEALED by the affirmative vote of a majority of the members of the Board present at any legally held special (or regular) meeting of the Board of Directors.
APPROVED this the 18th day of May, 2001