By-Laws

AS AMENDED 02/13/2019

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.

Upon the October 12, 2017 effective date of these amended Bylaws, there shall be one class of members: Foundation Members. The classes of membership previously known as Honorary Members and Foundation Life Members are hereby extinguished. All former Foundation Life Members are hereby merged into the Foundation Members class.

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 each matter, if any, 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, by resolution adopted by the Board of Directors, or by not less than one‑tenth of the members, and should be held at the place within or without the State of Illinois designated in any such call.

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 (including, but not limited to, email or facsimile) to each member at the member's address as shown by the records of the Foundation, not less than ten (10) days nor more than thirty (30) days before the date of any special meeting and not less than thirty (30) days before the date of the annual meeting, by or at the direction of the Chair of the Board of Directors, or the Secretary, or the directors or members calling the 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 member may waive notice of any meeting, and attendance at any meeting shall be deemed a waiver of notice of the meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose for which the meeting is called shall be stated in the notice.

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 eighteen (18) 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; the Chair of the University of Illinois Alumni Alliance; 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 may be extended 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 and a 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 three-year 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 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.

The resignation of a director for any cause may be accepted by a majority vote of the Board of Directors.

Section 5: Vacancies.

Any vacancy occurring in the Board of Directors by a Governing Director shall 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. One of the regular meetings shall be at the time and place of the regular annual meeting of the members of the Foundation. 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 in 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 (including, but not limited to, email or facsimile) 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: Executive Committee.

The Board of Directors shall elect from its own body an Executive Committee of five (5) or more Governing Directors which shall have and exercise all of the powers of the Board of Directors while the Board of Directors is not in meeting. The Chair of the Board of Directors shall serve as chair and shall be an ex officio voting member of the Executive Committee and count toward a quorum. The Immediate Past Board Chair and the Chair-Elect of the Board shall be ex officio voting members of the Executive Committee and count toward a quorum. The Chair-Elect of the Board shall serve as vice-chair of the Executive Committee. The President of the Foundation shall be an ex officio non-voting member of the Executive Committee and shall not count toward a quorum. Unless otherwise provided by resolution of the Board of Directors, a majority of the voting members of the Executive Committee shall constitute a quorum, and the act of a majority of the voting members of the Executive Committee shall be the act of the Executive Committee. Each member of the Executive Committee shall continue as such until a successor is appointed, unless such member shall be sooner removed from such Executive Committee, or unless such member shall cease to qualify as a member thereof.

The Board of Directors may appoint Life Directors to the Executive Committee without a vote and without counting toward a quorum. However, the majority of the membership of the Executive Committee shall always be comprised of Governing Directors.

The Executive Committee may meet through the use of a conference telephone or other communication equipment by means of which all Committee members participating in the meeting can communicate with each other.

Action taken by the Executive Committee shall be made a matter of record and the Secretary of the Foundation shall serve ex officio as Secretary of the Executive Committee. A written report of the action taken by the Executive Committee shall be made at the next meeting of the Board of Directors.

The Executive Committee shall have a Compensation Subcommittee that approves key elements of an overall compensation program which may include performance based compensation. The Compensation Subcommittee shall include at least three members of the Executive Committee and be chaired by the Immediate Past Chair of the Board of Directors. The President of the Foundation and the President of the University of Illinois shall serve as ex officio non-voting members of the Compensation Subcommittee and shall not count toward a quorum.

Section 11: Leadership Development Committee.

The Leadership Development Committee shall consist of the following four (4) persons: the Chair of the Board of Directors; the Immediate Past Chair of the Board; the Chair-Elect of the Board; and the President of the Foundation. During any period when the office of Chair-Elect is not occupied, the Leadership Development Committee will consist of three (3) persons. The Chair of the Leadership Development Committee shall be the Chair of the Board. The Vice Chair of the Leadership Development Committee shall be the Immediate Past Chair. The President of the Foundation shall be a non-voting member of the Leadership Development Committee.

The Leadership Development Committee 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.

Giving consideration to the recommendations received from the Membership and Governance Committee, the Leadership Development Committee shall nominate the following officers for election by the Board: Chair; Chair-Elect; Secretary; Treasurer; Assistant Secretaries; Assistant Treasurers; and other elected officers. The Committee shall also, upon request of the Board Chair, provide support and guidance to the Board Chair regarding matters of Board leadership.

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 individual beyond the normal nine (9) year term limit when circumstances warrant such an extension.

The Leadership Development Committee shall meet as often as needed, but at least once annually.

Section 12: Standing Committees.

Subject to the approval of the Board of Directors, and with input from existing committee chairs, the Immediate Past Board Chair and the Board Chair Elect, the Board Chair: (i) shall appoint each Governing Director of the Board to one or more of the following standing committees; (ii) shall designate 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 without a vote and without counting toward a quorum.

There shall be at least five Governing Directors on each standing committee. 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 voting members of a standing committee shall constitute a quorum, and the act of a majority of the voting members of a standing committee shall be an act of the committee.

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

(a) 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.

(b) 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.

(c) 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, 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.

(d) A Membership and Governance Committee which shall be responsible for: (i) the nomination, orientation, and welcoming of new 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 recommendations to the Leadership Development Committee for the following officers which the Leadership Development Committee nominates to the Board for election: Chair; Chair-Elect; Secretary; Treasurer; Assistant Secretaries; Assistant Treasurers; and other elected officers; (vii) providing recommendations to the Board Chair for membership of standing committees and chairs and vice chairs of such committees; (viii) providing ongoing review and recommendation for governance policies and practices; and (ix) maintaining a manual for the members of the Board and its committees.

(e) A Development Committee which shall assist the Foundation in executing its responsibilities as the private fund raising arm of the University.

(f) A Stewardship Committee which shall provide oversight involving the stewardship of donor funds. The Stewardship Committee shall serve in a donor advocacy role in reviewing and/or addressing matters of donor intent and shall monitor practices that protect donor intent and confidentiality of donor information.

(g) 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.

(h) 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, the Investment Policy Committee, the Audit Committee and the Development 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 Development Committee.

The Treasurer of the Foundation shall serve as an ex officio member of the Budget and Finance Committee, the Investment Policy Committee and the Audit Committee.

The Chair of the Audit Committee and the Vice President for Academic Affairs of the University of Illinois 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 13: 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 14: Term Limits of Committee Members.

There shall be a nine (9) year term limit for any person serving on any committee regardless of whether the person is a Governing Director, Life Director, or non-director. There shall be three 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 individual beyond the normal nine (9) year term limit when circumstances warrant such an extension; and (iii) those persons on a committee as of the October 12, 2017 effective date of these Bylaws who have already served nine (9) years shall be allowed to continue on the committee for an additional two (2) years.

Section 15: 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. Any person who is a committee chair or vice chair as of the October 12, 2017 effective date of these Bylaws and has already served at least six (6) years as committee chair or vice chair, shall be allowed to continue as committee chair or vice chair for an additional two years.

ARTICLE V: OFFICERS

Section 1: Officers.

Officers shall consist of the following:

Chair. The Chair shall be elected for a two (2) year term by the Board of Directors.
Chair-Elect. The Chair-Elect shall be elected for a term of up to eighteen (18) months by the Board of Directors during the period prior to the expiration of the term of the current Chair.
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.
President. The President shall be appointed by the Board of Directors.
Secretary. The Secretary shall be elected by the Board of Directors.
Treasurer. The Treasurer shall be elected by the Board of Directors.
Chief Financial Officer. The Chief Financial Officer shall be appointed by the President with approval of the Board of Directors.
Chief Investment Officer. The Chief Investment Officer shall be appointed by the President with approval of the Board of Directors.
General Counsel. The General Counsel shall be appointed by the President with approval of the Board of Directors.
Other officers:
1. Assistant Secretaries. The Board of Directors may elect or appoint one or more Assistant Secretaries.
2. Assistant Treasurers. The Board of Directors may elect or appoint one or more Assistant Treasurers.
3. 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.
4. 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 after giving consideration to recommendations received from the Membership and Governance Committee.

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 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. Subject to the requirements of Article IV in these Bylaws, the Chair of the Board of Directors shall appoint ad hoc or special committees and members thereto as are deemed necessary or desirable, and those appointed to such committees shall serve at the pleasure of the Chair during the Chair’s term of office. The appointment of such ad hoc committees will be reported to the Board of Directors. Ad hoc committees may meet through the use of a conference telephone or other communication equipment by means of which all ad hoc committee members participating in the meeting can communicate with each other.

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, 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, the President, the Chief Financial Officer, the Chief Investment Officer, the Treasurer or an Assistant Treasurer and attested by the Secretary or Assistant Secretary; or (ii) pursuant to authorization by resolution of the Board of Directors.

The President is authorized to act on behalf of the Foundation 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.

The Foundation's General Counsel or his or her designee is authorized to conduct real estate closings on behalf of the Foundation and to sign on behalf of the Foundation all documents that are reasonable and customary at said closings.

The Foundation’s Chief Investment Officer is authorized to execute all documents necessary to effectuate transactions consistent with the Investment Policy Statement and Investment Policy Committee Governance Policy Statement, including but not limited to, the selection of and designation of amounts to be invested with, external investment managers and advisors.

All planned giving agreements (including, without limitation, charitable remainder trust agreements, charitable gift annuities, pooled income fund transfer instruments, charitable lead trust agreements and other similar documents) to which the Foundation is a party shall be executed: (a) by the Chair, President, Treasurer, or Assistant Treasurer and attested by the Secretary or Assistant Secretary; or (b) pursuant to authorization by resolution of the Board of Directors.

Unless authorized by these Bylaws or the Board of Directors, 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 twenty (20) 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 Foundation 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 (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, 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.

Approved by the University of Illinois Foundation Board of Directors on February 13, 2019

About