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By-laws of the University of Illinois Foundation

 

ARTICLE I
NAME AND INCORPORATION

Section 1. Name. The name of this organization shall be "University of Illinois Foundation." It is hereinafter referred to as the "Foundation."

Section 2. Nature. The Foundation shall be a not-for-profit membership corporation organized under the laws of the State of Illinois, and its purposes shall be charitable and educational.

Section 3. Location. The principal offices of the Foundation shall be located in Champaign County, Illinois.

Section 4. Objects. The objects of the Foundation as stated in its Articles of Incorporation, as amended, are:

  • (a) To assist in developing and increasing the facilities of the University of Illinois for broader educational opportunities for and service to its students and alumni and to the citizens of the State of Illinois, by encouraging gifts of money, property, works of art, historical papers and documents, museum specimens and other material having educational, artistic or historical value, and by such other proper means as may seem advisable.
  • (b) To receive, hold and administer such gifts with the primary object of serving purposes other than those for which the State of Illinois ordinarily makes sufficient appropriations; to act without profit as trustee of educational, or charitable trusts; to administer gifts, grants or loans of money or property, real or personal, whether made by or for the benefit of public governmental bodies, state or national, or by or for the benefit of corporations or natural persons, and whether in the form of conventional express trusts or otherwise; to become a party to contracts, trust instruments and agreements of any type or description, and to execute negotiable obligations, as trustee or otherwise; in order to effectuate either the creation or organization of trusts, or the execution of the purposes thereof. Where the terms and conditions imposed by the donors of any forms of gifts or bequests make immediate transfer to the University of Illinois right and proper, the Foundation may transfer absolutely and in full right, title to and interest in such property, real and personal, transferred, assigned or conveyed by any and all persons whatsoever, whether such property be in the form of money, manuscripts, works of art, or otherwise, for the use and benefit of the University of Illinois, subject to said terms and conditions of said donors and subject also to the right of the Board of Trustees of the University of Illinois to refuse such proffered gifts, if conditions attached there to be deemed unsatisfactory or unacceptable. Whenever such gifts or bequests, when made as memorials, involve maintenance, provision for such maintenance shall be included in the gift unless this requirement is waived by the University Board of Trustees.
  • (c) To deposit forthwith in the archives or library of the University whatever articles or manuscripts, having scientific or educational value, which may be loaned the Foundation by the owners or by persons in legal custody thereof, subject to the approval of the Board of Trustees.
  • (d) To perform other services for the Board of Trustees of the University of Illinois not herein specifically mentioned, if said Board of Trustees requests such services and the Foundation agrees.
  • (e) To do such other acts and undertake such other enterprises as in the judgment of the Board of Directors shall tend to promote the interests and welfare of the University of Illinois.

 

ARTICLE II
MEMBERS OF THE FOUNDATION

Section 1. Class of Members. As of October 12, 2017, there shall be one class of members: Foundation Members.

Section 2. Election of Members. Foundation Members shall be elected by the Board of Directors as hereinafter provided. Foundation Members shall be encouraged to attend the Foundation’s annual meeting and shall be eligible to serve on Board committees without voting privileges and without counting toward a quorum.

The Membership and Governance Committee shall at least annually report to the Chair of the Board of Directors of the Foundation the names of its nominees to be Foundation Members. Foundation Members shall be elected by majority vote of the Board of Directors.

No person shall be eligible for election for membership until he or she has been nominated according to the process outlined above.

Section 3. Voting Rights. Each Foundation Member shall be entitled to one vote on any matter submitted to a vote of the members or required by law to be voted on by the members. 

Section 4. Term of Membership. Each Foundation Member shall serve until such individual resigns or is removed as a member by majority vote of the Board of Directors for any reason. In addition, any Foundation Member who fails to meet the requirements of membership as outlined by the Foundation Membership Program, as it may exist and be amended from time to time, is deemed to have resigned as a Foundation Member, absent good cause shown and approved by a majority vote of the Board of Directors. For good cause to be shown, the Membership and Governance Committee shall first review the matter and make a recommendation to the Board of Directors as to whether good cause has been shown. 

Section 5. Resignation. Any Foundation Member may resign by filing a written resignation with the Secretary.

Section 6. Transfer of Membership. Membership in the Foundation is not transferable or assignable.

 

ARTICLE III
MEETINGS OF THE FOUNDATION

Section 1. Annual Meetings. The regular annual meeting of the members of the Foundation shall be held at a time and place to be designated by the Chair of the Board of Directors of the Foundation, such meeting to be held for the transaction of such business as may come before the meeting. The President of the Foundation shall submit an annual report to the members at the annual meeting or within 120 days after the fiscal year end of the Foundation.

Section 2. Special Meetings. Special meetings of the members may be called at any time by the Chair of the Board of Directors of the Foundation or by resolution adopted by the Board of Directors, or by not less than one-tenth of the members. The location of the special meeting should be decided in accordance with the above process by the initiating authority.

Section 3. Notice of Meetings. Notice of any meeting of members shall be given by electronic or printed written notice delivered personally or sent by mail or electronic means to each member at the member's address as shown by the records of the Foundation. Notice of a special meeting shall be given not less than 20 days nor more than 30 days before the date of the meeting. Notice of an annual meeting shall be given not less than 30 days before the date of the annual meeting. Notice shall be given by or at the direction of the Chair of the Board of Directors, or Secretary, or the directors or members calling the meeting.

Section 4. Quorum. Ten (10) members of the Foundation present in person shall constitute a quorum at any meeting of the members; provided that if less than ten (10) members are present in person, a majority of the members present may adjourn the meeting from time to time without further notice.

 

ARTICLE IV
BOARD OF DIRECTORS 

Section 1.

(a) Board of Directors. The regular membership of the Board of Directors shall consist of not fewer than nineteen (19) and not more than twenty-four (24) Governing Directors elected as hereinafter provided, including the person serving as Board Chair, the person serving as Immediate Past Board Chair, and the person serving as Board Chair-Elect. In addition, the Board of Directors shall also consist of non-voting Life Directors and Ex Officio Directors.

(b) Governing Directors. Governing Directors are those persons elected to the Board of Directors as hereafter provided and have the right to vote and count toward a quorum at Board of Directors meetings. Governing Directors shall have the fiduciary duties of directors as prescribed by Illinois law.

(c) Life Directors. All Governing Directors of the Board of Directors whose terms have expired may, after exemplary service, be elected Life Directors by the Board of Directors. Life Directors shall have no voting power, nor shall they be considered in determining a quorum, on the Board of Directors. Life Directors shall be invited to attend all meetings of the Board of Directors. Life Directors shall have no voting privileges and shall not count toward a quorum on Board committees.

(d) Ex Officio Directors. The following persons shall be Ex Officio Directors: the President of the University of Illinois; the Chair of the Board of Trustees of the University of Illinois (or such other member of the Board of Trustees as the Chair of the Board of Trustees may designate in writing); the Comptroller of the University of Illinois; and the President of the University of Illinois Foundation. Ex Officio Directors shall be invited to attend all meetings of the Board of Directors. Unless otherwise provided by these Bylaws, Ex Officio Directors shall have no voting rights and shall not count toward a quorum on the Board of Directors or on Board committees.

Section 2. 

(a) Election of Governing Directors. The Board of Directors shall meet at least annually to elect Governing Directors, each of whom shall serve for a term of three (3) years. No Governing Director shall serve more than four (4) three-year terms. Notwithstanding the foregoing, a Governing Director’s term shall be extended by the Board of Directors for an appropriate period beyond four (4) three-year terms if the Governing Director is serving as the Board Chair, Board Chair-Elect, or Immediate Past Board Chair at the time their term would otherwise expire. In addition, the Board of Directors may, in special circumstances, by majority vote permit Governing Directors to have a leave of absence which may include temporary suspension of the accrual of their term.

The Membership and Governance Committee shall nominate persons for election to the Board of Directors as Governing Directors. Nominees are not required to be members of the Foundation and shall be presented by the Membership and Governance Committee to the Board of Directors prior to the Board meeting at which the nominees will be considered for election as Governing Directors. The Membership and Governance Committee shall also evaluate Governing Directors whose threeyear
terms have expired, and provide orientation for new Governing Directors. 

(b) Election of Life Directors. The Membership and Governance Committee shall nominate Life Directors for election by the Board of Directors as provided in Section 1(c) of Article IV herein.

Section 3. Powers and Duties. The Board of Directors shall manage the affairs of the Foundation and shall exclusively exercise all of its powers, except for such matters as shall be required by statute to be submitted to the members for vote.

Section 4. Removal or Resignation of Directors. Any elected director may be removed by a majority vote of the members of the Board of Directors when it is deemed by the Board to be in the best interest of the Foundation.

In addition to the foregoing, if any Governing Director misses three consecutive meetings of the Board of Directors, the Membership and Governance Committee shall review the reason(s) for the absences. If the Membership and Governance Committee determines, after consultation with the Board Chair, that there is not good cause for the absences, it shall recommend to the Board of Directors that the Governing Director be removed.

A Governing or Life Director may resign by providing written notice to any of the following: the Board of Directors, the Chair of the Board of Directors, the President of the Foundation, or the Secretary.

Section 5. Vacancies. Any vacancy occurring in the Board of Directors by a Governing Director may be filled by appointment by the Board of Directors. A Governing Director so appointed to fill a vacancy shall be appointed for the predecessor's unexpired term of office.

Section 6. Regular Meetings. There shall be three or more regular meetings of the Board of Directors annually. The Board of Directors may provide by resolution the time and place for the holding of regular meetings of the Board without other notice than such resolution.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called at the discretion of the Board Chair at any reasonable time and place determined by the Board Chair. Three (3) or more Governing Directors of the Board of Directors may also call special meetings of the Board of Directors at any reasonable time and place determined by the Governing Directors calling the special meeting.

Section 8. Notice. Notice of any special meeting of the Board of Directors shall be given by electronic or printed written notice delivered personally or sent by mail or electronic means to each Governing Director at the director's address as shown by the records of the Foundation not later than three (3) days prior to the date of any such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by electronic means, such notice shall be deemed to be delivered when transmitted. Any Governing Director may waive notice of any meeting, and attendance at any meeting shall be deemed a waiver of notice of the meeting. Insofar as practicable the subject or subjects to be considered at any special meeting shall be specified in the notice, but subjects not so specified may nevertheless be considered and acted upon at such meetings.

Section 9. Quorum. Unless otherwise provided by the Bylaws, all actions of the Board of Directors shall be determined by a majority vote of Governing Directors voting at a meeting at which there is a quorum. A majority of the Governing Directors of the Board shall constitute a quorum. In the absence of a quorum no legal action can be taken unless such action later is approved by letter or other vote of record by sufficient additional Governing Directors of the Board to constitute a quorum.

Section 10. Standing Committees.Appointments to standing committees shall be made by the LDC and approved by Board of Directors in accordance with Article IV, Section 11 herein. There shall be at least five Governing Directors on each standing committee, unless otherwise set forth below. In addition, a majority of the membership of each standing committee shall be comprised of Governing Directors. Each Governing Director shall have a vote and count toward a quorum on standing committees. Unless otherwise provided by resolution of the Board of Directors, a majority of the Governing Directors comprising a standing committee shall constitute a quorum, and the act of
a majority of the Governing Directors comprising a standing committee shall be an act of the committee.

The standing committees may meet through virtual attendance or other communication equipment by means of which all committee members participating in the meeting can communicate with each other.

  • (a) An Executive Committee which shall have and exercise all of the powers of the Board of Directors while the Board of Directors is not in meeting, subject to any statutory, Bylaws, or Board-imposed limitations on the Committee’s action. A written report of the action taken by the Executive Committee shall be made at the next meeting of the Board of Directors.
    • Compensation Subcommittee shall be a subcommittee of the Executive Committee that approves key elements of an overall compensation program which may include performance-based compensation.
  • (b) The Leadership Development Committee shall consist of four Governing
    Directors as set forth in the Committee Charter, and shall conduct the performance review process of the President of the Foundation and make recommendations to the Compensation Subcommittee of the Executive Committee on the compensation of the President. It may also advise the President regarding executive staff management issues or upon request of the Board Chair, provide support and guidance regarding matters of Board Leadership. In addition, it shall nominate the following officers for election by the Board: Chair; Chair-Elect; Secretary; Treasurer; Assistant Secretaries; Assistant Treasurers; and other elected officers. In addition, with input from Committee Chairs, it shall at least annually recommend to the Board of Directors (i) appointment of each Governing Director of the Board to one or more of the standing committees of the Board; (ii) shall appoint Governing Directors to be the respective chairs and vice chairs of each standing committee; and (iii) may appoint Life Directors and non-directors (including Foundation Members or non-Foundation Members) to one or more of the standing committees. It may also recommend to the Board of Directors an extension of any committee term limit of any Governing Directors when circumstances warrant such an extension.
  • (c) A Budget and Finance Committee which shall advise the Board regarding general fiscal policy of the Foundation, including review of the Foundation operating and capital budgets and financial transactions between the Foundation and the University.
  • (d) An Investment Policy Committee which shall oversee the management of the Foundation endowment fund and other assets and shall periodically report to the Board on the performance of the funds, including net return, asset allocation strategy, and investment policy. 
  • (e) An Audit Committee which shall recommend to the Foundation Board of Directors the engagement of an independent accounting firm, review Foundation financial statements, methods of reporting, procedures of accounting, effectiveness of internal controls, processes to ensure compliance with donor intent and confidentiality of donor information, legal review and regulatory matters that have a material effect on financial statements, and may recommend that audits be conducted. The Chair of the Audit Committee or a designee shall be part of the annual internal audit planning.
  • (f) A Membership and Governance Committee which shall be responsible for: (i) the nomination of new Foundation Members; (ii) the nomination of candidates for the Board of Directors of the Foundation; (iii) the evaluation of members of the Board of Directors; (iv) the orientation of members of the Board of Directors; (v) the nomination of candidates for Life Directors; (vi) providing ongoing review and recommendation for governance policies and practices; (vii) maintaining a manual for the members of the Board and its committees; and (viii) providing Board education for all Directors as needed.
  • (g) An Engagement Committee which shall assist the Foundation in executing its responsibilities as the private fundraising arm of the University through the development and implementation of fundraising and engagement policies, programs, strategies, and campaigns.
  • (h) A Stewardship Committee which shall provide oversight involving the stewardship of the Foundation’s donor funds. The Stewardship Committee shall review and advise on matters of donor intent and shall monitor policies and practices that protect donor intent. 
  • (i) Other Standing Committees. The Board of Directors may from time to time create additional standing committees with such powers and duties as the Board may prescribe.
  • (j) Ex officio Members. The Chair of the Board of Directors, the Chair-Elect of the Board of Directors, the Immediate Past Chair of the Board of Directors, and the President of the Foundation shall serve as ex officio members of all standing committees of the Board.
  •  
  • The President of the University of Illinois shall serve as an ex officio member of the Executive Committee, Compensation Subcommittee, the Investment Policy Committee, the Audit Committee, and the Engagement Committee. In regard to all other committees, the President of the University of Illinois may attend at his or her discretion as a guest unless such committees convene in executive session.
     
  • The Chair of the Board of Trustees of the University of Illinois, or his or her designee, may be permitted to attend any committee meetings as an invited guest of the committee chair.
  •  
  • The Chancellors of each university of the University of Illinois shall serve as ex officio members of the Engagement Committee.
  •  
  • The senior volunteer leader (or other volunteer member designated by the senior volunteer leader) of the alumni organization of each university of the University of Illinois System shall serve as an ex officio member of the Engagement Committee.
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  • The Treasurer of the Foundation shall serve as an ex officio member of the Budget and Finance Committee, the Investment Policy Committee, the Audit Committee, and the Stewardship Committee.
  •  
  • The Chair of the Audit Committee and the Vice President for Academic Affairs of the University of Illinois System shall serve as ex officio members of the Stewardship Committee.
  •  
  • The Audit Chair shall be a voting member of the Stewardship Committee and shall count toward a quorum.
  •  
  • The Chair, Chair-Elect and Immediate Past Chair of the Board of Directors shall have voting rights and count toward a quorum on all standing committees. Unless otherwise provided by these Bylaws, all other ex officio members of standing committees shall be non-voting members and shall not count toward a quorum.

Section 11. Special Committees. The Chair of the Board of Directors may from time to time establish special committees to carry out tasks specifically referred to them. Such committees shall consist of members, including the designation of a chair and vice chair, as appointed by the Board Chair, with consideration to the recommendations of the existing committee chairs, the Immediate Past Board Chair and the Board Chair Elect, and the approval of the Board of Directors. Such committees will automatically terminate upon completion of the specified task(s).

Section 12. Term Limits of Committee Members. Life Directors and non-directors (including Foundation Members and non-Foundation Members) shall not be subject to any term limit for any committee upon which they serve. Governing Directors shall be subject to a nine (9) year term limit for any committee upon which they serve. There shall be two exceptions to this term limit: (i) ex officio members of committees shall not have a term limit on committees; (ii) subject to the approval of the Board of Directors, and with input from existing committee chairs, the Leadership Development Committee may extend the committee term limit of any Governing Director beyond the normal nine (9) year term limit when circumstances warrant such an extension.

Section 13. Term Limits of Committee Chairs. Committee chairs and vice chairs shall serve for a term of three (3) years. No committee chair or vice chair shall serve more than two (2) three-year terms.

 

ARTICLE V
OFFICERS

Section 1. Officers. Officers shall consist of the following:

  • (a) Chair. The Chair shall be elected for a two (2) year term by the Board of Directors.
  • (b) Chair-Elect. The Chair-Elect shall be elected at least one year prior to the expiration of the term of the current Chair.
  • (c) Immediate Past Chair. Immediately upon the expiration of the term of the Chair, the Chair is hereby deemed to be the Immediate Past Chair and shall remain in such office for up to twenty-four (24) months.
  • (d) President. The President shall be appointed by the Board of Directors.
  • (e) Secretary. The Secretary shall be elected by the Board of Directors.
  • (f) Treasurer. The Treasurer shall be elected by the Board of Directors.
  • (g) Chief Financial Officer. The Chief Financial Officer shall be appointed by the President with approval of the Board of Directors.
  • (h) Chief Investment Officer. The Chief Investment Officer shall be appointed by the President with approval of the Board of Directors.
  • (i) General Counsel. The General Counsel shall be appointed by the President with approval of the Board of Directors.
  • (j) Other officers:
    • a. Assistant Secretaries. The Board of Directors may elect or appoint one or more Assistant Secretaries.
    • b. Assistant Treasurers. The Board of Directors may elect or appoint one or more Assistant Treasurers.
    • c. Additional Board officers. The Board of Directors may elect or appoint one or more additional officers for the Foundation as the Board of Directors may deem advisable and such officers shall perform such duties as may be determined by the Board of Directors.
    • d. Corporate officers. One or more executive vice presidents, senior vice presidents, vice presidents or other officers may be appointed by the President.

Unless otherwise provided in these Bylaws, all officers elected by the Board of Directors shall be based upon nominations made by the Leadership Development Committee in accordance with Article IV, Section 11 herein.

Section 2. President. The President shall be appointed by the Board of Directors after consultation with the President of the University and the Chair of the University Board of Trustees. The President shall have the necessary authority and responsibility to operate the Foundation in all of its activities subject only to the policies and directions of the Board of Directors, or its committees. It shall also be the duty of the President to confer from time to time with, and to seek the guidance and advice of, the President of the University with reference to the affairs of the Foundation. The President shall act as the duly authorized representative of the Foundation in all matters in which the Board of Directors has not formally designated some other person to so act. The President shall report periodically to the Board of Directors. The President shall also submit an annual report to the members at the annual meeting or within 120 days after the fiscal year end of the Foundation. The President is charged with continuous responsibility for the management of the Foundation, commensurate with the authority conferred on him or her by the Board of Directors and consistent with the expressed aims and policies of the Board of Directors. The President is authorized to accept or reject gifts on behalf of the Foundation and shall report such actions to the Board of Directors. The Board of Directors, or one of its authorized committees or subcommittees, shall authorize reasonable compensation for the President.

Section 3. Term and Vacancies. The elected officers of the Foundation shall assume office at the time of their election. Unless otherwise determined by a majority vote of the Board of Directors or unless a term of office is indicated in these Bylaws, the officers shall hold office until their successors are elected or appointed. In the event of the death, disability, resignation, removal, or disqualification of any officer of the Foundation, the Board of Directors shall by majority vote elect a successor to serve out the unexpired term.

Section 4. Powers and Duties. Except as otherwise provided by these Bylaws, the officers shall have such powers and duties as usually devolve upon such officers.

In the absence of the Chair of the Board of Directors, the Chair-Elect shall preside over any Directors' meeting. In the absence of the Chair-Elect being available to preside, any past chair of the Board of Directors may preside as designated by the Chair of the Board.

Unless otherwise provided in these Bylaws or by written resolution of the Board, all contracts, agreements, contracts for goods and services, leases, and instruments to convey real or personal property (including, without limitation, titles and deeds) to which the Foundation is a party and all documents and instruments made on behalf of and creating any obligation or liability on the part of the Foundation shall be executed: (i) by the Chair of the Board of Directors or the President; or (ii) pursuant to authorization by resolution of the Board of Directors. Additional signing authority and attestation requirements may be granted by the Board of Directors via written resolution. 

The President is authorized to act on behalf of the Foundation to carry out the day to day operations and management decisions of the Foundation, including the authority to purchase, convey, or transfer title or other interests in real or personal property that may arise between meetings of the Board of Directors, provided that any compensation paid to or received by the Foundation for such real or personal property shall be justified and supported, generally by an appraisal, with consideration to any unique circumstances related to the transaction. The President shall report all such actions at the next meeting of the Board of Directors.

Unless authorized by these Bylaws or the Board of Directors as described above, no individual officer or employee shall have the authority to execute any contracts, agreements, documents or instruments nor shall any attorney-in-fact, employee or other agent of the Foundation have any power or authority to bind the Foundation in any way, to pledge its credit or to render it liable for any purpose.

Section 5. Removal. Any officer may be removed from office by a majority vote of the Board of Directors when it is deemed by the Board to be in the best interest of the Foundation, except that, any removal of the President of the Foundation shall be in accordance with the terms and process for removal contained in any employment agreement with the President.

Section 6. Surety Bonds. All officers and employees of the Foundation who handle Foundation funds shall furnish adequate surety bonds to be approved by the Board of Directors of the Foundation. The cost of all surety bonds shall be paid by the Foundation.

 

ARTICLE VI
FINANCES

Section 1. Funds of the Foundation. The funds of the Foundation shall be deposited as received to the credit of the Foundation in such banks, trust companies, or other depositories as may be designated from time to time by the Board of Directors. The Board of Directors, by resolution, shall authorize the Foundation to open and maintain such checking or other forms of accounts as deemed appropriate by the Board of Directors. All checks and drafts drawn on Foundation accounts shall be signed: (i) by the Treasurer or Assistant Treasurer, or duly authorized deputy, and countersigned by the Secretary or President, or duly authorized deputies; or (ii) pursuant to authorization by resolution of the Board of Directors.

Section 2. Auditing of Accounts. The Board shall appoint independent certified public accountants to perform the annual financial audit of the Foundation.

Section 3. Annual Report. The Treasurer shall oversee the keeping of the accounts of the Foundation in such form as shall be deemed advisable and shall submit an annual report to the members at the annual meeting, as well as such other reports as may be required by the Board of Directors or Executive Committee from time to time.

Section 4. Operating Finances. An annual budget shall be prepared by the President of the Foundation, with input from the President and Comptroller of the University as appropriate, prior to submission to the Budget and Finance Committee of the Foundation and recommended to the Board of Directors for authorization. The President of the Foundation shall make all purchases and contractual expenditures for the Foundation, in accord with the budget as approved, except as otherwise specifically directed by the Board of Directors.

 

ARTICLE VII
AMENDMENTS AND BYLAWS

Section 1. Amendments. The Bylaws of the Foundation may be amended by a majority vote of the Governing Directors of the Board of Directors present and voting at any regular or special meeting of the Board at which a quorum is present, provided notice of the character of the proposed amendment shall have been given to the directors at least ten (10) days before such amendment is voted upon.

Section 2. Copy of Bylaws. The Secretary of the Foundation shall at all times keep in the office of the Secretary a true and correct copy of the Bylaws.

 

ARTICLE VIII
FUNDS AND INVESTMENTS

Section 1. Investments. The funds of the Foundation shall be invested in accordance with the Investment Policy Statement adopted by the Board of Directors from time to time and based on the recommendations of the Investment Policy Committee. There may be additional investment policy statements applicable to each specific asset pool or fund, such as farmland, annuity and life income funds, and short-term investment pool, which shall be reviewed and approved by the Investment Policy Committee.

The Board of Directors has delegated to the Chief Investment Officer (CIO) of the Foundation, reporting to the President of the Foundation, all such duties and responsibilities as it deems necessary to implement successfully the investment policy of the Foundation, including but not limited to the hiring and termination of external investment managers, consultants, and advisors, as well as the day to day management of the investment office and staff. The CIO will report on a regular basis orally and/or in writing to the Investment Policy Committee as to the actions taken and their results within the various investment pools or funds. The CIO will consult with the Investment Policy Committee and the Board of Directors on a regular basis and make recommendations on those strategic issues as described in the Investment Policy Committee’s Governance Policy Statement.

Section 2. Safekeeping of Securities. Except as provided in Section 3 of this article, all securities owned by the Foundation or held under its control shall be deposited with banks, trust companies, or other depositories as authorized by the Board of Directors. Securities may be registered in the name of the Foundation or in the name of one or more nominees as authorized by the Board of Directors.

Section 3. Securities or Commodities Received as Gifts. For the purpose of facilitating the receipt of gifts of securities or commodities, the President, or duly authorized deputy, or the Treasurer may open Foundation accounts with brokerage firms which are members of the New York Stock Exchange and/or other major security or commodity exchanges.

 

ARTICLE IX
CONFLICTS OF INTEREST 

The Foundation shall adopt and abide by a conflicts of interest policy to protect the Foundation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director, officer or other disqualified person as defined by section 4958 of the Internal Revenue Code. The conflicts of interest policy is intended to supplement, but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and tax-exempt organizations.

 

ARTICLE X
INDEMNIFICATION OF DIRECTORS AND OFFICERS 

The directors and officers, whether or not then in office, and by their heirs, executors, administrators and assigns, shall be indemnified by the Foundation against all costs, expenses, judgments, fines and awards, including attorneys' fees (collectively "Costs") reasonably incurred by or imposed upon them or their estates in connection with or resulting from any action, suit or proceedings, whether civil, criminal, administrative or investigative, or any settlement thereof, to which they or their estates shall or may be made a party, or with which they shall or may be threatened by reason, directly or indirectly, of their being or having been a director or officer of the Foundation, to the fullest extent permitted by applicable law or public policy of the State of Illinois, including the limitations of the plan of self-insurance of the Board of Trustees of the University of Illinois to which the Foundation is a contracting party, if such persons acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the Foundation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. The Costs against which any such director or officer shall be so indemnified shall be those actually paid or for which liability is actually incurred, irrespective of whether such Costs are taxable costs as defined or allowed by statute or rule of court. Said rights of indemnification shall be in addition to any other rights with respect to any such Costs to which such director or officer may otherwise be entitled against the Foundation or any other persons. By accepting the position of director or officer of the Foundation, the indemnification shall be considered and treated as a contractual commitment between the individual officer or director and the Foundation.

The Secretary of the University of Illinois Foundation Board of Directors certifies that the above bylaws were approved by the University of Illinois Foundation Board of Directors at a duly noticed meeting on the 26th day of June, 2024, at which time a quorum was present.