ARTICLE I – DEFINITIONS, MISSION, PRINCIPAL OFFICE, AND NAME

Section 1.  Definitions

(a) Member: The members of the Board of Regents of the Nevada System of Higher Education shall be corporate members of the Nevada State College Foundation and, as such, the term “Member” as used herein shall refer to the individual members of the Board of Regents in their capacity as Members of the Corporation.

(b) Trustee: The term “Trustee” as used herein shall refer to the individual members of the Board of Trustees of the Nevada State College Foundation. Trustees shall be nominated and appointed as set forth herein

(c) Officers: The Officers of the Corporation shall include a Chairperson of the Board, one or more Vice Chairpersons, a Secretary, Treasurer, and such other Officers as the Board shall deem necessary to elect. At the discretion of the President of the Nevada State College, an official of the Nevada State College shall serve as Secretary of the Corporation.

Section 2.  Mission

The Nevada State College Foundation is a non-profit corporation organized under section 501 (c) (3) of the Internal Revenue Code, incorporated in the State of Nevada (hereinafter, “Corporation”). The sole purpose and mission of the Corporation shall be to raise charitable funds for Nevada State College in support of the educational, technology, operational, facility and research needs of the students, faculty, staff and volunteers of Nevada State College.  No part of the donations, receipts or earnings of the Corporation shall inure to the benefit of any Trustee or Officer of the Corporation.

Section 3.  Principal Office

The principal office and place of business of the Nevada State College Foundation (hereinafter referred to as the “Corporation”) in the State of Nevada shall be on the campus of the Nevada State College or any other location as the Board of Trustees may determine.

ARTICLE II – MEMBERS, BOARD OF REGENTS

Section 1.  “Member”

The members of the Board of Regents of the Nevada System of Higher Education shall be corporate members of the Nevada State College Foundation and, as such, the term “Member” as used herein shall refer to the individual members of the Board of Regents in their capacity as Members of the Corporation.

Section 2.  Tenure

Each Member’s tenure as a Member of the Corporation shall run concurrently to their tenure as member of the Board of Regents.

Section 3.  Annual Meeting

The Members shall meet annually to ratify the appointment of members of the Board of Trustees and for the transaction of such other business as may come before the meeting.

Section 4.  Special Meetings

Special meetings of the Members shall be held upon the call of the Chair, or, in the absence of the Chair, upon the call of the Vice Chair, or upon the receipt by the Member’s Chief of Staff of a petition signed by at least five (5) Members.

Section 5.  Quorum

Seven (7) Members shall constitute a quorum for transaction of business at regular or special meetings of the Members. A majority of the membership of a special committee shall constitute a quorum for purposes of the business of the committee. A quorum may be gained by telephonic, video, or electronic transmission providing that notice to that effect has been given.

Section 6.  Inspection of Books and Records

Upon reasonable demand, each Member shall have the right to examine and photocopy, in person, or by agent or attorney, at any reasonable time and for any purpose, all of the books and records of account of the Corporation, its last annual and most recently published financial statement, and minutes of all acts and proceedings of the Board of Trustees.  However, such documents shall not be entered into the public record at a Member meeting.  The Corporation shall comply with the provisions of section 239.010, Public Records, of Nevada Revised Statutes, subject to those exceptions set forth in NRS 396.405 regarding the disclosure of contributor or potential contributor information.

Section 7.  Transfer of Membership

Membership in the Corporation is not transferable or assignable.

ARTICLE III – TRUSTEES, NEVADA STATE COLLEGE FOUNDATION

Section 1. “Trustee”

The term “Trustee” as used herein shall refer to the individual members of the Board of Trustees of the Nevada State College Foundation. Trustees shall be nominated and appointed as set forth herein.

Section 2.  Powers

The business affairs and property of the Corporation shall be managed by the Board of Trustees (the “Board”).  Without limiting the general powers conferred by these Bylaws and the Articles of Incorporation and provided by law, the Board shall have the following additional powers:

(a) to set forth rules for the management of the Corporation and its affairs;

(b) to set forth rules for the acquisition, management, disbursement and sale of assets so that such transactions are in the Corporation’s best interests;

(c) to enter into agreements and contracts that are in the Corporation’s best interests;

(d) to supervise and direct the Officers, employees, and agents of the Corporation and to ensure that their duties are properly performed;

(e) to appoint and remove at its pleasure any and all Officers, employees, and agents of the Corporation, to prescribe their duties in a manner consistent with these bylaws, and to fix their compensation;

(f) to borrow money and otherwise to incur indebtedness and to enter the terms and amount of such indebtedness in the minutes of the Board, and to evidence such indebtedness by the note of the Corporation, and to mortgage the property of the Corporation, and otherwise give security for payment of such indebtedness;

(g) to cause to be kept a complete record of all Corporation and Board meetings, an annual inspection or audit, and an annual report to the Members showing in reasonable detail all of the assets and liabilities of the corporation and its financial condition;

(h) to amend, alter, and repeal these bylaws or any part thereof, at any meeting of the Board, provided that such bylaws shall be submitted to and approved by a majority of the Members present at any of their official meetings; and

(i) in addition to the power and authority conferred upon the Board by these Bylaws, to exercise all such other lawful powers of the Corporation and do all such lawful acts in the furtherance of the Corporation’s business as are not done by the Members.

(j) To accept contributions to the Corporation and establish segregated endowment funds separate from the general assets of the Corporation to be held pursuant to the terms of any such contribution to the extent not inconsistent with the purpose of this Corporation and the continued qualification of the Corporation as an entity exempt from income tax under Section 501(c)3.

(k) To appoint an Executive Committee and other committees to accomplish the purpose and mission of the Corporation, and to delegate to the Executive Committee any of the powers and authority of the Board of Trustees in the management of the business and affairs of the Corporation, except to the extent limited by applicable law. The Board of Trustees shall have the power to prescribe the manner in which proceedings of the Executive Committee and other committees shall be conducted.

Section 3 – Duties

The duties of the Trustees are to support the objectives and purposes of the Corporation as defined in Article III of the Articles of Incorporation. To the extent consistent with Article III of the Articles of Incorporation, each Trustee shall seek to promote the general welfare, development, growth, and well-being of Nevada State College through: 1) personal contributions, as determined by the Board of Trustees; 2) the raising of funds for the benefit of Nevada State College, and the solicitation of funds or in-kind contributions; and 3) Board meeting attendance and participation.  Failure to attend or participate in scheduled meetings may be cause for dismissal from the Board.

Section 4.  Qualifications, Election, Tenure

The  Board of Trustees shall be comprised of not less than thirteen (13) or more than thirty (30) Trustees who need not be residents of the State of Nevada, provided that fifty percent (50%) or more of the Trustees at any time shall not be disqualified persons other than foundation managers, as defined in Section 4946 of the Internal Revenue Code of 1954. Trustees to succeed those whose terms expire shall be nominated by the Committee on Trusteeship and approved by the Members in accordance with the terms of this section.

(a) The Board shall meet at least four times a year, once each calendar quarter. The first meeting of  the third calendar quarter or first fiscal year quarter is designated as the Annual Meeting and the purpose of the meeting shall be to nominate the Executive Committee, nominate Trustees and conduct any other business as may properly come before the meeting.  The Annual Meeting of the Board of Trustees shall be held prior to the Board of Regents Member meeting as set forth in Article II, Section 2 at a place determined by the Chairperson.  Trustees shall be notified at least fifteen (15) days prior to the meeting date.

(b) In order to submit nominations to the Members for approval, the Board of Trustees shall announce nominations for new Officers at the Board of Trustees Annual Meeting. The Executive Committee shall report the names of the Nominees of the Officers to the Board of Trustees.  Additional nominations may be made by any five (5) Trustees or any two (2) Members by means of a written instrument signed by all such Trustees or Members, as the case may be, and delivered to the Chair. Each Officer shall assume office at the next meeting of the Board of Trustees following their election, and shall serve for a term of two (2) years.

(c) In order to submit nominations to the Members for approval, the Committee on Trusteeship shall announce nominations for new Trustees at the Board of Trustees Annual Meeting. The Committee on Trusteeship shall report the names of the nominees of the Trustees to the Board of Trustees.  Additional nominations may be made by any five (5) Trustees or any two (2) Members by means of a written instrument signed by all such Trustees or Members, as the case may be, and delivered to the Chair. The names of all Trustees nominated by the Board of Trustees shall be sent to Members in advance of the next meeting of the Members. All nominees to the Board of Trustees shall be elected upon receiving the affirmative vote of a majority of the Members present at the Members meeting.  Each Trustee shall assume trusteeship at the next meeting of the Board of Trustees or committee to which they are assigned, following their election, and shall serve for a term of three (3) Trustees may serve no more than three (3) consecutive terms in addition to fulfilling a partial term from a trustee vacancy , unless the term limit has been waived by a majority vote of the Executive Committee.

(d) The following persons shall serve as ex-officio Trustees, shall be given notice of all the meetings of the Board, and shall be entitled to participate fully in any such meeting but shall not be counted for purposes of determining the presence of a quorum at any such meeting and shall not be entitled to vote upon any matter submitted to a vote of the Board:

• • (1) President, Nevada State College;
  • (2) Any one official of the Nevada State College designated by the President, Nevada State College;
  • (3) The Executive Director of the Nevada State College Foundation.
  • The Board may provide by resolution for additional persons to serve as ex-officio Trustees having the same rights and privileges as set forth in this paragraph (c).

(e) The Board may offer “Trustee Emeritus” status to those Trustees who wish to remain affiliated with, but not active on, the Board. Trustee Emeritus status shall carry the same rights and restrictions as ex-officio status, and the change of a Trustee’s status to Trustee Emeritus shall create a Board vacancy. The status terminates with the conclusion of the Trustee’s current term of office; however, the Committee on Trusteeship may recommend the Trustee continue as Trustee Emeritus for another term or return to active Board status for a specified term.

(f) No provision of this section shall restrict the right of the Members to fill vacancies as is provided elsewhere in this Article III.

Section 5.  Special Meetings

Special meetings of the Members shall be held upon  the call of the Chair, or, in the absence of the Chair, upon the call of the Vice Chair, or upon the receipt by the Corporation’s Executive Director of a petition signed by at least five (5) Members.

Section 6.  Quorum

A quorum at all meetings of the Board of Trustees shall consist of a majority of Trustees, except as provided specifically to the contrary by these bylaws, the act of a majority of the Trustees at a meeting at which a quorum is present shall be the act of the Board.

Section 7.  Vacancies

As vacancies occur, the Committee on Trusteeship may nominate the individual(s) and present the name(s) at the next scheduled Board meeting for ratification of nomination.  The name of the Nominee(s) shall then be presented to the Trustees at their next scheduled meeting for election.  Each Trustee so elected will serve for the unexpired term of his or her predecessor.

Section 8.  Committees

Committees may have the number of members that the Trustees deem to be the most efficient for the Committee’s purpose.  A quorum of Committee meetings consists of a majority of the committee members.  Except as provided specifically to the contrary by these bylaws, the act of a majority of the Committee members at a meeting at which a quorum is present shall be the act of the committee.  The following Committees shall be established:

(a) Executive Committee

1. 1. The Executive Committee is established to supervise and manage the operations and affairs of the corporation. Except to the extent limited by resolution of the Board,  the Board shall delegate to the Executive Committee all of the power of the Board  whenever the Board is not in session, and all actions taken by the Executive Committee within the scope of its authority shall be valid and binding upon the Corporation for all purposes.  The Executive Committee shall be chaired by the Chairperson of the Board and vice chaired by the Vice Chairperson of the Board.  Its membership shall also include the immediate past Chairperson of the Board, the Treasurer of the Corporation, who is also the Chairperson of the Finance and Audit  Committee, and the Secretary, who also is the Chair of the Committee on Trusteeship, The members of the Executive Committee, by majority vote, shall elect additional members as the Committee deems necessary.  The Executive Committee as constituted from time to time may fill any vacancies as they occur by majority vote of the members of the Board.
   2. A majority of the Trustees of the Executive Committee shall constitute a quorum for the transaction of the business at any meeting. The vote of the majority of the Trustees present at a meeting shall be the act of the Executive Committee.
   3. The Executive Committee shall present at every meeting of the Board a complete report of all actions taken by the Executive Committee on behalf of the Corporation which occurred subsequent to its preceding report.  The minutes of the Executive Committee meetings will be circulated to all Board members when properly approved.
   5. Finance and Audit Committee. The Finance and Audit Committee is established for the purpose of managing Corporation assets through acceptance, purchase, sale, investment or whatever device is most advantageous to the Corporation.  It will also audit the transactions of the Corporation and the compliance of the Executive Director with corporate directives.  This committee is a standing committee of the Board.  Committee members shall be appointed by the Chairperson, with concurrence of the Executive Committee.  Terms are three  (3) years and have no more than three (3) members from the local community, however, the majority of the committee membership must be from the current Board.

 

(b) Finance and Audit Committee. The Finance and Audit Committee is established for the purpose of managing Corporation assets through acceptance, purchase, sale, investment or whatever device is most advantageous to the Corporation.  It will also audit the transactions of the Corporation and the compliance of the Executive Director with corporate directives.  This committee is a standing committee of the Board.  Committee members shall be appointed by the Chairperson, with concurrence of the Executive Committee.  Terms are three  (3) years and have no more than three (3) members from the local community, however, the majority of the committee membership must be from the current Board.

(c) Committee on Trusteeship. The Committee on Trusteeship has the purpose of creating a list of nominees for a vacant position on the Board, maintaining a pool of candidates for Board membership and evaluating Board member performance.   Committee members shall be appointed by the Chairperson, with concurrence of the Executive Committee.  . This Committee is a standing committee of the Board.  Terms are three (3) years.

(d) The Board may establish any other committee and its rules of membership and operation that it deems necessary to carry on the business of the Corporation.

Section 9.  Removal

Any Trustee of the Board may be removed by the affirmative vote of a majority of the Members or of three-fourths of the Trustees then on the board whenever in their judgment such removal would serve the best interests of the Corporation.  A failure to perform responsibilities as a Trustee of the corporation as defined in Article III Section 2 of the Bylaws constitutes cause for removal. A fifteen (15) day notice shall be given to the individual who is to be brought up for removal, giving the affected person the right to either be present or to send in a written representation/defense. Any Trustee may resign at any time by giving written notice to the Board Chair, or Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 10.  Participation by Telephone

To the extent permitted by law any Trustee of the Board of Trustees, or committee thereof, may participate in a meeting of such Board or committee by means of a conference telephone network or similar communications method by which all persons participating in the meeting can hear each other, and participation in such a fashion shall constitute presence in person at such meeting.

Section 11.  Compensation

No Trustee shall receive any compensation for serving in such office, provided that the Corporation may reimburse any member of the Board for reasonable expenses incurred in connection with service on the Board.  Any such reasonable expenses that are not reimbursed by the Corporation shall be regarded as a gift to the Corporation.  No provision of this section shall be construed as restricting the right of any member of the Board to receive reasonable compensation for serving the Corporation in a capacity other than as a Trustee.

ARTICLE IV – OFFICERS

Section 1.  Number

The Officers of the Corporation shall include a Chairperson of the Board, one or more Vice Chairpersons, a Secretary, Treasurer, and such other Officers as the Board shall deem necessary to elect.  At the discretion of the President of the Nevada State College, an official of the Nevada State College shall serve as Secretary of the Corporation.

Section 2.  Election and Term of Office

Fourteen (14) days prior to the Annual Meeting of the Board, the Executive Committee,  established in accordance with Article III, Section 7 (a) shall compile the names of its Nominees to be elected as Officers, which may include the names of then current Officers whose terms are due to expire.  The Chairperson shall cause the names of all Nominees to be communicated to all Trustees seven (7) days prior to the next meeting of the Trustees at which officers are to be elected.  The new Officers shall be installed immediately following their election.  The term of office is two years.

(a) The Chairperson and Vice Chairperson may serve for a maximum of two consecutive terms in a single office. The Vice Chairperson will automatically succeed the Chairperson when the Chairperson’s term is over, unless the Vice Chairperson declines.

Section 3.  Removal of Officers

Any Officer of the Corporation may be removed by a majority of the Trustees then in office at any meeting of the Board.  Any change in the position of any Officer holding office by virtue of his or her College position shall require approval by the President of the Nevada State College.

Section 4.  Duties of the Chairperson; Limitations

The Chairperson of the Board shall preside at all meetings of the Board and the Executive Committee and shall serve as a member of the Finance and Audit Committee and one more committee, if applicable.  The Chairperson shall appoint individuals to such Committees of the Board to the extent authorized by these bylaws.  The Chairperson shall have such authority as may be expressly prescribed by or implied from these bylaws or by resolution of the Board or the Executive Committee.  However, the Chairperson does not have any apparent authority to bind the Corporation.  Except to the extent otherwise specifically provided by these bylaws, or by resolution of the Board, the Chairperson shall not execute any contract or take any action on behalf of the Corporation without first obtaining the approval of the Board or Executive Committee.

Section 5.  Duties of the Vice Chairperson

In the absence of the Chairperson, the Vice Chairperson shall perform all the duties of the Chairperson and when so acting shall have all the powers of and be subject to all of the restrictions upon the Chairperson.  The Vice Chairperson shall have such other powers and perform such other duties as may be assigned to him by the Board or detailed in these bylaws.  The Vice Chairperson shall be Vice Chairperson of the Executive Committee, will be an member of the Finance and Audit committee and one other committee, but not the same committee as the Chairperson

Section 6.  Duties of the Secretary

The Secretary shall keep accurate minutes of the proceedings of the meetings of the Members of the Corporation, of the Board, and of any Committees of the Board; shall ensure that all notices are duly given in accordance with the provisions of these bylaws; shall be the custodian of the records and of the seal of the Corporation and shall attest the affixing of the seal of the Corporation when authorized by the Board; and shall perform all duties incident to such office and such other duties as may be assigned to such person by the Chairperson or by the Board. The Secretary will also be the Chairperson of the Committee on Trusteeship.   An employee of Nevada State College may be assigned to assist the Secretary in these duties.

Section 7.  Duties of the Treasurer

The Treasurer shall be the principal finance officer of the Corporation; shall have the charge and custody of and be responsible for all funds and securities of the Corporation; shall ensure such funds are deposited in the name of the Corporation and such depositories as shall be designated by the Board; shall keep accurate books of accounts and records of financial transactions and the condition of the Corporation; and shall submit such reports thereof as the Board may require; and, in general, perform all duties incident to such office and such other duties as may from time to time be assigned to such person by the Chairperson or by the Board of Trustees.  The Treasurer shall make an annual written financial report to the Corporation at the Annual Meeting of the Board of Trustees.  With the approval of the Board, the Treasurer shall be authorized to engage any firm or certified public accountants to assist the Treasurer in the performance of any of the duties incident to this office.  By resolution of the Executive Committee, the Treasurer’s responsibilities may be assigned either in whole or in part to another individual or agency.  The Treasurer must be the Chair of the Finance and Audit Committee.

Section 8.  Vacancies

A vacancy in any office for any reason may be filled on a temporary basis by a Trustee serving on the Executive Committee until the next meeting of the Board, at which time the Board shall fill the vacancy for the unexpired portion of the term.

ARTICLE V – EXECUTIVE DIRECTOR

Section 1. The Executive Director

The Executive Director shall be appointed by the President of Nevada State College and serves as the Executive Director to the Nevada State College Foundation.  The Executive Director is accountable to the Board for the administration of the Corporation and shall supervise the business affairs of the Corporation, and coordinate, administer, and expedite the programs and policies of the Corporation as determined by the Board.  The Executive Director shall serve in this capacity by virtue of his or her College position.

Section 2.  Compensation

The Executive Director will receive reasonable compensation for services to the Corporation, determined by the Board and leadership at Nevada State College.  Compensation for the position will be funded fifty percent (50%) by the Corporation and fifty percent (50%) by Nevada State College.

ARTICLE VI – CONTRACTS, LOANS AND DEPOSITS

Section 1.  Contracts

The Board may authorize any Officer or Officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2.  Loans

No loans shall be contracted for or on behalf of the Corporation and no evidence of indebtedness shall be issued in the name of the Corporation unless authorized by a resolution of the Board.  Such authority shall be confined to specific instances.  No loan shall be made by the Corporation to any Officer or Trustee of the Corporation.

Section 3.  Checks, Drafts, and Notes

All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined by resolution of the Board of Trustees.

Section 4.   Deposits

All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation in such banks, trust companies, or other custodians as the Board or any Committee of the Corporation so empowered by the Board may select.

Section 5.  Investment Managers

The Board shall have the authority to designate or may empower any Committee of the Corporation to designate an agent to manage the assets and the investment of the assets of the Corporation.

Section 6.  Fiscal Year

The fiscal year of the Corporation shall coincide with that of the Nevada State College.

ARTICLE VII – PROPERTY

The property of the Corporation, unless otherwise directed by donors, shall be used to promote the general purposes of the Corporation declared in its Articles of Incorporation.  No property belonging to the Corporation shall be conveyed or encumbered except by the authority of a majority vote of the Executive Committee or the Finance and Investment Committee.  Any such conveyance or encumbrance shall be executed by the Chairperson of the Board or designee in the name of the Corporation, and such instrument shall be duly attested and sealed by the Secretary or Treasurer of the Corporation.

ARTICLE VIII – INDEMNIFICATION

The Board may authorize the Corporation to pay or cause to be paid, by insurance or otherwise, any judgment or fine rendered or levied against a present or former Trustee, Officer, employee or agent of the Corporation in an action brought against such person to impose a liability or penalty for an act or omission alleged to have been committed by such a person while a Trustee, Officer, employee, or agent of the Corporation, provided that the Board shall determine in good faith that such person acted in good faith and without willful misconduct or gross negligence for a purpose which he or she reasonably believed to be in the best interests of the Corporation.  Payments authorized hereunder include amounts paid and expenses incurred (including attorney’s fees) in satisfaction of any liabilities or penalty or in settling any action or threatened action, but in no event shall this Article permit payment of any amount, the payment of which would give rise to any liability for taxes or penalties under Chapter 42 of the Internal Revenue Code of 1954, if the corporation is at such time a private foundation.

ARTICLE IX – AMENDMENTS

The bylaws may be amended, altered, or repealed and new bylaws may be adopted by the Board by a vote of two-thirds of all Trustees then in office at any meeting of the Board, provided that the full text of the proposed amendment, alteration, or repeal shall have been delivered to each Trustee of the Corporation at least five (5) days prior to the meeting at which the proposed amendment, alteration, or repeal will be presented to the Board for action, and provided also that any such amendment, alteration, or repeal shall, after approval by the Board, be submitted to and approved by a majority of the Members of the Corporation.

ARTICLE X – DISSOLUTION

Upon dissolution or other termination of the Corporation, any assets remaining after all debts of the Corporation have been paid shall be disposed of as provided in the Articles of Incorporation.

ARTICLE XI – PURPOSE

These bylaws are adopted for the sole purpose of facilitating the discharge, in an orderly manner, of the purposes of the Corporation.  These bylaws shall never be construed in any way as to impair the efficient operation of the Corporation. Robert’s Rules of Order, Newly Revised, shall govern this Board in all cases where they are applicable and in which they are not inconsistent with these bylaws.