Rosalind Franklin University of Medicine and Science An …€¦ · · 2016-09-13Rosalind Franklin University of Medicine and Science ... documents it deems to be appropriate

Amended Bylaws Approved 9/8/16

University Bylaws

Rosalind Franklin University of Medicine and Science

An Illinois Not for Profit Corporation


MISSION

To serve the population through the interprofessional education of health and biomedical professionals and the discovery of knowledge dedicated to improving the wellness of its people.

VISION

To achieve national recognition as the premier interprofessional health sciences University

CORE VALUES

Civility ▪ Diversity ▪ Excellence ▪ Innovation ▪ Integrity ▪ Scholarship ▪ Teamwork


TABLE OF CONTENTS

Article I Purposes, Powers, & Scope.................................................................................... 1

Article II Registered Office...................................................................................................... 2

Article III Members.................................................................................................................... 2

Article IV Board of Trustees..................................................................................................... 2 Section 1. Management Authority and Responsibility............................................................... 2 Section 2. Number, Classes, Qualifications, Rotation, Nominations......................................... 4 Section 3. Specific Representation on Board............................................................................ 5 Section 4. Annual Meetings....................................................................................................... 6 Section 5. Regular Meetings..................................................................................................... 6 Section 6. Special Meetings...................................................................................................... 6 Section 7. Notice....................................................................................................................... 7 Section 8. Place of Meetings..................................................................................................... 7 Section 9. Quorum.................................................................................................................... 7 Section 10. Manner of Acting...................................................................................................... 7 Section 11. Minutes……………………………………………………………………………………. 7 Section 12. Vacancies................................................................................................................ 8 Section 13. Salaries and Compensation..................................................................................... 8 Section 14. Removal................................................................................................................... 8 Section 15. Trustees Emeriti....................................................................................................... 8

Article V Committees................................................................................................................ 9 Section 1. General Provisions..................................................................................................... 9 Section 2. Standing Committees of the Board of Trustees......................................................... 10

Article VI Officers..................................................................................................................... 15 Section 1. Officers..................................................................................................................... 15 Section 2. Election and Term of Office...................................................................................... 16 Section 3. Vacancies................................................................................................................. 15 Section 4. Chair of the Board..................................................................................................... 16 Section 5. Vice – Chairs............................................................................................................. 16 Section 6. President................................................................................................................... 16 Section 7. Treasurer.................................................................................................................. 17 Section 8. Secretary................................................................................................................... 17

Article VII Faculty....................................................................................................................... 17

Article VIII Fiscal Year................................................................................................................. 17

Article IX Waiver of Notice....................................................................................................... 18

Article X Amendments to Bylaws........................................................................................... 18

Article XI Indemnification......................................................................................................... 18

Article XII Conflicts of Interest.................................................................................................. 18

Amended Bylaws Approved 9/8/16 1

BYLAWS of

ROSALIND FRANKLIN UNIVERSITY OF MEDICINE AND SCIENCE

An Illinois Not for Profit Corporation

ARTICLE I

PURPOSES, POWERS, AND SCOPE

Rosalind Franklin University of Medicine and Science (hereinafter “University”) is organized and shall be operated exclusively for charitable, scientific, and educational purposes within the meaning of Title 26, United States Code, Section 501(c)(3), as amended (or the corresponding provision of any future United States law regarding exemption from taxation), with the mission to serve the nation through the education of health and biomedical professionals and the discovery of knowledge dedicated to improving the health of its people.

(a) In furtherance of such charitable, scientific, and education purposes, theUniversity may:

(i) Operate educational institutions for training in medicine, bio-medical sciences and related health sciences;

(ii) Provide clinical health care and conduct bio-medical researchthrough its faculty;

(iii) Confer various degrees at the levels of Bachelor, Master andDoctor, including medicine, podiatric medicine, bio-medicalsciences, other health sciences, and public health; and

(iv) Exercise the powers as described in the Illinois General Not forProfit Corporation Act, 805 ILCS 105/103.10, as amended (or thecorresponding provision of any future Illinois law regarding thegeneral powers of not for profit corporations). By means ofillustration, a copy of the powers described in 805 ILCS 105/103.10as of the date of these bylaws is at Appendix A.

(b) However, the authorized exercise of any of those powers mentioned above islimited so that:


(i) No part of the net earnings of the University inures to the benefit of, or be distributable to, any private shareholder or individual, except that the University shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.

(ii) No substantial part of the activities of the University is carrying on

propaganda to influence legislation or is otherwise attempting to influence legislation.

(iii) The University does not participate in or intervene in (including the

publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.

(iv) The University does not carry on any activities that (A) are not

permitted to be carried on by a not for profit or tax exempt organization by applicable law and/or (B) are otherwise prohibited by applicable law.

ARTICLE II

REGISTERED OFFICE

The University shall have and continuously maintain in Lake County, Illinois, a registered office and a registered agent whose office is identical with such registered office, and may have other offices inside or outside Lake County, as the Board of Trustees may from time to time determine.

ARTICLE III

MEMBERS

The University shall not have any members.

ARTICLE IV

BOARD OF TRUSTEES

Section 1. Management, Authority and Responsibility.

(a) The Board of Trustees (sometimes herein termed “Board”) shall manage the affairs of the University, have and exercise those corporate powers


prescribed by law, and be responsible for the financial health and welfare of the University. The Board of Trustees shall exercise ultimate institutional authority as set forth in these bylaws and in such other policy documents it deems to be appropriate. These bylaws and other board policy statements shall take precedence over all other institutional statements, documents, and policies (including any faculty bylaws). By way of illustration, these bylaws anticipate that the Board of Trustees will exercise authority with respect to:

1. Periodically reviewing the mission and purposes of the University. 2. Appointing the President and setting appropriate conditions of

employment. 3. Establishing the conditions of employment of other key institutional

officers who serve at the pleasure of the President (in consultation with the Board).

4. Supporting and assessing the performance of the President. 5. Acting on proposed changes to the University’s academic programs

and other major activities, consistent with the mission and financial resources of the University.

6. Acting on proposed institutional policies that bear on faculty

appointment, promotion, tenure, and dismissal as well as personnel or anti-discrimination policies for other categories of employees.

7. Adopting an annual budget, regularly monitor the financial condition

of the University, and establishing policy guidelines that affect all institutional assets including investments and physical plant.

8. Contributing financially to the fund-raising goals of the University

and participating actively in strategies to secure sources of support. 9. Approving any debt financing and issuance of security interests. 10. Approving new construction and major renovations. 11. Authorizing the purchase, sale and management of all land,

buildings or major equipment. 12. Approving policies that contribute to the best possible environment

for students to learn and develop their abilities and for the faculty to teach, pursue academic interests and perform public service, while protecting academic freedom.


13. Approving all earned and honorary degrees through the faculty andPresident as they shall recommend.

14. Serving actively as advocates for the University in appropriatematters of public policy in consultation with the President and otherresponsible parties as the Board shall determine.

15. Periodically undertaking or authorizing assessments of Boardperformance.

16. Exercising such powers and authorities as corporate member ofRosalind Franklin University Health Clinic, an Illinois not-for-profitcorporation (“RFUHS”), as are set forth in the Articles ofIncorporation or Bylaws of RFUHC from time to time.

Section 2. Number, Classes, Qualifications, Rotation, Nominations.

(a) The Board of Trustees of the University shall consist of at least 20Trustees but not more than 25 Trustees. Trustee elections are normallyheld each year at the Annual Meeting, but may be held during othermeetings of the Board, as circumstances warrant. Normally, each Trusteeis elected by the Board of Trustees for a 3-year term and shall serve thatterm and until their successors have been elected and qualify. TheTrustees shall be divided into three classes of approximately equal sizeand the three classes shall have staggered and rotating expiration ofterms so that one class (i.e. one-third) of Trustees are elected at eachannual meeting of the Board. The Board may elect a Trustee to a termless than the normal 3-year term in order to fulfill other provisions of theseBylaws, such as the requirement for three classes of approximately equalsize.

(b) Trustees shall be persons with a demonstrated interest in the affairs of theUniversity. Residence in Illinois shall not be a prerequisite to Boardmembership, but a commitment to attend Board meetings with regularityshall be. The Board shall elect Trustees from among a slate of nomineesselected by the Nomination and Education Committee of the Board ofTrustees.

(c) Except as otherwise expressly provided in these Bylaws, no person mayserve as a Trustee for more than 11 consecutive years or 18 years in theaggregate. Upon a resolution passed by the full Board, the term limit of 11consecutive years may be extended to 13 consecutive years for aparticular named Trustee who has been elected to and continues to serveas the Chair of the Board.


(d) A Trustee may resign at any time by written notice delivered to the Board, the Chair of the Board, or the President of the University. A resignation is effective when the notice is delivered unless the resignation specifies a future date.

(e) The person holding the position of President and Chief Executive Officer of the University is deemed an Ex Officio Trustee and, as such, is not subject to the elections or term limit provisions of these Bylaws that are generally applicable to Trustees. In all other aspects, this Ex Officio Trustee has the same rights, status, and responsibilities as other Trustees, including voting rights and whose presence is considered in quorum calculations.

Section 3. Specific Representation on Board

(a) The Board of Trustees will normally include two members who are alumni

of the Chicago Medical School and two members who are alumni of the Dr. William M. Scholl College of Podiatric Medicine. Recommendations will be sought from the alumni leadership and forwarded to the Board through the Nomination and Education Committee. Presence at a meeting of a Trustee who is an alumnus is not a requirement for a quorum. Trustees who are alumni of the University may serve no longer than a single 3-year term. Calculation of this specific term limit shall not include any time the individual was elected to fill, for the unexpired term, a vacancy on the Board, as provided in Article IV, Section 12 of these Bylaws.

(b) The Board of Trustees will normally include two members who are full- time faculty members with primary appointments in a school or college of the University. Recommendations will be sought from the University Faculty Senate and forwarded to the Board through the Nomination and Education Committee. Presence at a meeting of a Trustee who is a faculty member is not a requirement for a quorum. Trustees who are faculty members of the University may serve no longer than a single 3-year term. Calculation of this specific term limit shall not include any time the individual was elected to fill, for the unexpired term, a vacancy on the Board, as provided in Article IV, Section 12 of these Bylaws.

(c) The Board of Trustees will endeavor to include one member who is a member of the family of Dr. Rosalind Franklin, in honor of the namesake of our University. Recommendations will be sought from one or more members of the family of Dr. Rosalind Franklin and forwarded to the Board through the Nomination and Education Committee. Presence at a meeting of a Trustee who is a member of the family of Dr. Rosalind


Franklin is not a requirement for a quorum. The Trustee who is a family member of Dr. Rosalind Franklin is not subject to the term limits restriction.

(d) The Board of Trustees will endeavor to include one member who is a member of the family of Dr. William M. Scholl, in honor of the namesake of our college of podiatric medicine at our University. Recommendations will be sought from one or more members of the family of Dr. William M. Scholl and forwarded to the Board through the Nomination and Education Committee. Presence at a meeting of a Trustee who is a family member of Dr. William M. Scholl is not a requirement for a quorum. The Trustee who is a family member of Dr. William M. Scholl is not subject to the term limits restriction.

(e) The Board of Trustees will normally include one person who is a student in good standing of a school or college of the University. Recommendations will be sought from the Executive Board of the Student Council and forwarded to the Board through the Nomination and Education Committee. Presence at a meeting of a Trustee who is a student is not a requirement for a quorum. Trustees who are students of the University may serve no longer than a single 1-year term. Calculation of this specific term limit shall not include any time the individual was elected to fill, for the unexpired term, a vacancy on the Board, as provided in Article IV, Section 12 of these Bylaws.

Section 4. Annual Meetings. The Annual meeting of the Board of Trustees shall be held during September in each year at such time and place as shall be designated by the Board of Trustees, which may delegate such designation function to the Chair of the Board of Trustees.

Section 5. Regular Meetings. Regular meetings of the Board of Trustees (which includes the annual meeting) shall be held no less frequently than four times each year, on such dates, and at such time and place as shall be designated by the Board of Trustees, which may delegate the time and place designation function to the Chair of the Board of Trustees.

Section 6. Special Meetings. Special meetings of the Board of Trustees may be called by or at the request of the Chair of the Board or of any three Trustees, and they shall be held at such time and place as may be stated in the call.


Section 7. Notice.

(a) Notice of meetings of the Board of Trustees shall be given by writtennotice delivered personally or sent by mail, fax, or courier. For regularmeetings, such notice shall be sent at least 30 days in advance. Forspecial meetings, such notice shall be sent at least 3 days in advance forfax or courier, and at least 5 days for mail.

(b) Any Trustee may waive notice of any meeting. The attendance of aTrustee at any meeting shall constitute a waiver of notice of such meeting,unless the Trustee attends for the express purpose of objecting becausethe meeting is not lawfully called or convened. Neither the business to betransacted at, nor the purpose of, any regular or special meeting of theBoard need be specified in the notice or waiver of notice of such meeting,unless specifically required by law or these bylaws.

Section 8. Place of Meetings.

All meetings shall be held in the City of North Chicago, Illinois or such other place as the Board of Trustees shall determine.

Section 9. Quorum.

A quorum of the Board of Trustees shall exist when at least one-third of the Trustees then serving are present. A Trustee may be considered “present” when the Trustee is participating through the use of communications equipment and all participants can communicate with each other contemporaneously, such as through the use of teleconferencing or video conferencing equipment.

Section 10. Manner of Acting.

The act of a majority of the Trustees present at a meeting in which there is a quorum shall be the act of the Board of Trustees, except where otherwise provided by law or by these bylaws. No Trustee may act by proxy on any matter. The Board may act without a meeting if a consent, in writing, setting forth the action so taken, shall be signed by all Trustees.

Section 11. Minutes

The official record of each meeting of the Board of Trustees is the Minutes, as approved by an official action of the Board. A draft version of the Minutes will be prepared and submitted to the Board of Trustees for review, possible modification, and approval at its next meeting. Various methods may be used to contemporaneously record Board


activities (including the taking of notes and audio recording) in order to assist in the preparation of the draft Minutes. Such notes and recordings are considered aids to be used to create the draft Minutes and may be used to clarify matters pending approval of the official Minutes. Upon approval of the official Minutes, any such aids will, in the normal course of business, be destroyed, deleted, or placed in queue for future re-use. Official Minutes of meetings of the Board of Trustees will be retained indefinitely. Section 12. Vacancies. At any regular or special meeting, the Board of Trustees may fill, for the unexpired term, any vacancy in the Board of Trustees made vacant by any reason, including by death, resignation, removal, or disqualification.

Section 13. Salaries and Compensation. No salary, bonus or other form of compensation shall be paid to any Trustee solely for acting as Trustee. However, the Trustees shall be reimbursed for actual necessary expenses incurred in connection with the affairs of the University and may be compensated for actual services rendered to the University other than as Trustees. Section 14. Removal.

(a) A Trustee may be removed (i) with cause by the affirmative vote of a majority of the Trustees at a meeting of the Board at which a quorum is present or (ii) without cause by the affirmative vote of two-thirds of the Trustees at a meeting of the Board at which a quorum is present. Such action shall be taken at either a regular meeting or a special meeting, provided that the proposed removal was set forth in the notice of any such regular or special meeting and delivered to each Trustee at least 30 days prior to such meeting.

(b) Cause shall include unexcused absences of more than 50% of Board

meetings over a period of at least 12 calendar months, material noncompliance with applicable policies, and/or breach of the Trustee’s fiduciary duties of care and loyalty to the University.

Section 15. Trustees Emeriti. The Board of Trustees may elect, as Trustees Emeriti, former Trustees of the Board who have provided distinguished service to the University in their capacities of Trustee; however, the total number of Trustees Emeriti shall not exceed one-third of the number of Trustees in office at any one time. The position of Trustee Emeritus is an honorary position, serving at the pleasure of the Board of Trustees. Each Trustee Emeritus shall


receive notice of and be entitled to attend all meetings of the Board of Trustees and to participate in discussions (although shall not vote and shall not have any effect upon the calculation of quorum of the Board).

ARTICLE V

COMMITTEES Section 1. General Provisions.

(a) Creation and Membership. The Board of Trustees may create one or more committees, appoint Trustees and other persons to serve on those committees, and appoint the respective Chairs of those committees. Each committee shall have at least 2 Trustees, a majority of committee members shall be Trustees, and all committee members shall serve at the pleasure of the Board. A member of a committee may resign at any time by written notice delivered to the Chair of that committee or the Chair of the Board; such resignation is effective when the notice is delivered unless the resignation specifies a future date.

(b) Authority. A committee may exercise the authorities of the Board to the

extent such authority has been delegated by the Board. However, no committee of the Board may exercise powers prohibited by law. In accordance Illinois law (805 ILCS 105/108.40(c)), a committee of the Board may not:

(i) adopt a plan for the distribution of assets of the University or for

dissolution; (ii) fill vacancies on the Board or on any of its committees; (iii) elect, appoint, or remove any officer or Trustee or any member of

any committee; (iv) adopt, amend, or repeal the bylaws or the articles of incorporation; (v) adopt a plan of merger or adopt a plan of consolidation with another

corporation, or authorize the sale, lease, exchange, or mortgage of all or substantially all of the property or assets of the University;

(vi) amend, alter, repeal or take action inconsistent with any resolution or action of the Board when the resolution or action of the Board provides by its terms that it shall not be amended, altered, or repealed by action of a committee.

(c) Manner of Acting and Quorum. The act of a majority of the members

present at a meeting at which a quorum is present shall be the act of the committee. No member may act by proxy on any matter. Unless the Board requires a greater number for a specific committee, a quorum of any committee shall exist when at least a majority of its members are


present. A committee member may be considered “present” when the member is participating through the use of communications equipment and all participants can communicate with each other contemporaneously, such as through the use of teleconferencing or video conferencing equipment. A committee may act by unanimous consent in writing without a meeting.

(d) Meetings. The committees shall meet at such time and place asdesignated by the Chair of the Board of Trustees or the Chair of theparticular committee.

(e) Compensation. No salary, bonus or other form of compensation shall bepaid to any member of a committee of the Board solely for acting as amember of that committee. However, the members of Board committeesshall be reimbursed for actual necessary expenses incurred in connectionwith the affairs of the University and may be compensated for actualservices rendered to the University other than as committee members withprior disclosure.

Section 2. Standing Committees of the Board of Trustees.

The Board of Trustees shall have the following standing committees:

(a) Executive Committee

(i) The Executive Committee should consist of the Chair of the Board(as Chair of the Executive Committee), the Vice Chair of the Board,the Treasurer, the Secretary, the President, the Chairs of thestanding committees, and additional Trustees at the discretion ofthe Chair with Board approval. The total number of Trustees on theExecutive Committee should be approximately one-third of the totalnumber of Trustees on the Board.

(ii) The Executive Committee shall, when the Board is not in session,exercise all authority of the Board of Trustees, except as may beprohibited under law. The Board shall be notified of all actionstaken by the Executive Committee at the Board’s next meeting.Prior to the Executive Committee taking material actions on behalfof the Board, notice should be made to all Trustees of the pendingmatter in sufficient time to allow the Trustees to seek a specialmeeting to address that pending matter.

(iii) In addition to its other responsibilities assigned by the Board, theExecutive Committee shall be responsible, on behalf of theUniversity and its affiliates, for determining the objectives and


policies regarding all aspects of direct and indirect compensation of Trustees, executive employees and faculty, including, without limitation, expense reimbursement, deferred compensation, incentive compensation and severance programs. Some of these responsibilities are fulfilled through the Compensation Subcommittee of the Executive Committee.

(iv) The official record of each meeting of the Executive Committee is the Minutes, as approved by an official action of the Executive Committee. A draft version of the Minutes will be prepared and submitted to the Executive Committee for review, possible modification, and approval at its next meeting. Various methods may be used to contemporaneously record Executive Committee activities (including the taking of notes and audio recording) in order to assist in the preparation of the draft Minutes. Such notes and recordings are considered aids to be used to create the draft Minutes and may be used to clarify matters pending approval of the official Minutes. Upon approval of the official Minutes, any such aids will, in the normal course of business, be destroyed, deleted, or placed in queue for future re-use. Official Minutes of meetings of Committee will be retained indefinitely.

(b) Academic Affairs Committee (i) The Academic Affairs Committee shall consist of not less than three

Trustees. Normally, one of the Trustees who is faculty member of the University will serve on the Academic Committee; however, that Trustee who is a faculty member must, in accordance with the conflict of interest policy in these Bylaws, not participate in the approval of policies or policy changes that would affect the conditions of employment of faculty members generally. In addition, the Academic Affairs Committee is normally attended by virtue of their office, in a non-voting capacity, the Provost and the Vice President for Academic and Faculty Affairs, or their successor titles.

(ii) The Academic Affairs Committee’s responsibilities include

overseeing and providing recommendations to the Board regarding the academic affairs of the University and the policies that fulfill the University’s academic mission.

(iii) The Academic Committee is delegated authority to act, on behalf of

the Board, on matters concerning appointments and promotions of faculty, including appointments and promotions that involve tenure. The Board shall be notified at the Board’s next meeting of all


actions taken by the Academic Committee pursuant to this delegated authority.

(c) Audit Committee (i) The Audit Committee shall consist of not less than three Trustees

who do not receive any compensation from the University other than reimbursement for actual necessary expenses incurred for their service as a Trustee. In addition, the Audit Committee is normally attended by the following individuals, by virtue of their office, in a non-voting capacity: the University’s Compliance Counsel and the University’s Chief Financial Officer, or their successor titles.

(ii) The Audit Committee shall report directly to the Board on matters

under its cognizance as described below and other matters as determined by the Board.

(iii) The Audit Committee shall oversee the independent auditor

evaluation and selection process; oversee the audit process and meet with the auditors, as necessary; receive the independent audit (including evaluation of the audit findings and recommendations) from the auditors and submit it to the Board for consideration and action; and oversee the issue resolution process concerning financial internal controls and other matters raised in the audit. In overseeing the selection process of the independent auditor, the Committee shall consider the following factors: the independent auditors should have knowledge of and experience in nonprofit higher education audits, the independent auditors should not provide any non-audit services to the University except when approved by the Committee based on extenuating circumstances, and the lead audit partner should be rotated at least every 7 years (with a timeout of no less than 2 years).

(iv) The Audit Committee shall oversee the implementation of the

University’s Compliance Program, including the University Code of Conduct, the complaint reporting mechanisms (including an anonymous option), the whistleblower protection policy, and the conflict of interest policies.

(v) The Audit Committee shall oversee the University-wide insurance

risk management functions.


(d) Compensation Subcommittee of the Executive Committee (i) The Compensation Subcommittee shall consist of not less than four

Trustees who do not receive any compensation from the University other than reimbursement for actual necessary expenses incurred for their service as a Trustee. The Compensation Subcommittee will normally consist of the Chair of the Board (as Chair of the Compensation Subcommittee), the Vice Chair of the Board, the Treasurer, the Secretary, and the Chair of the Audit Committee, with additional Trustees at the discretion of the Board. A minimum of four members of the Compensation Subcommittee is required for a quorum.

(ii) The Compensation Subcommittee shall review all proposed

transactions (including employment compensation arrangements) that involve an economic benefit being provided by the University or RFUHC to certain individuals. The purpose of this review is to determine whether such economic benefit is appropriate and reasonable in value and does not exceed the value of the performance of services or other consideration received.

(iii) The “certain individuals” referenced above are individuals who hold

the following positions with respect to the University or RFUHC: individual Trustees or Directors, the President, Provost, Chief Financial Officer, each Vice President, and each Dean (and family members of any of the preceding individuals). The Board, Executive Committee, or Compensation Subcommittee shall add to this list when it determines that a person was in a position to exercise substantial influence over the affairs of the University or RFUHC at any time during the last five years

(iv) The review process referenced above shall include a comparison of

all economic benefits provided by the University or RFUHC to that certain individual and the value of the consideration to be received by the University and RFUHC. The Compensation Subcommittee shall obtain and rely upon appropriate data as to comparability prior to making its determination. The Compensation Subcommittee’s determination shall be documented in written minutes and presented to the Executive Committee at its next meeting.

(v) In addition to conflict of interest requirements applicable to all

Trustees, the following is prohibited as a violation of conflict of interest within the Compensation Subcommittee: a Compensation Subcommittee member approves a transaction that economically benefits another member of the Compensation Subcommittee, who has or will approve a transaction relating to the original member.


(e) Diversity and Inclusion Committee

(i) The Diversity and Inclusion Committee shall consist of not less than four Trustees. In addition, the Diversity and Inclusion Committee may include, by virtue of their respective offices, in a non-voting capacity, the Vice President of Student Affairs and Inclusion and the Vice President of Strategic Enrollment, or their successor titles.

(ii) The central purpose and role of the Diversity and Inclusion

Committee is to oversee the development and implementation of the diversity and inclusion policies of the University, consistent with applicable laws and accreditation standards.

(f) Finance Committee

(i) The Finance Committee shall consist of not less than three

Trustees who do not receive any compensation from the University other than reimbursement for actual necessary expenses incurred for their service as a Trustee. In addition, the Finance Committee may include, by virtue of his or her office, in a non-voting capacity, the Chief Financial Officer, or the successor title.

(ii) The Finance Committee shall carry out the responsibilities of the

Board with respect to the financial affairs of the University, including oversight of the budget development and review, policy guidance, supervision of the University’s investment activities and review of monthly, quarterly and annual financial statements.

(iii) Investment Subcommittee. The Investment Subcommittee of the

Finance Committee shall consist of not less than 3 members of the Finance Committee and at least a majority of its membership shall be members of the Finance Committee. The responsibilities of the Investment Subcommittee consist of formulating and presenting recommendations to the Finance Committee relating to endowment and portfolio management.

(g) Institutional Advancement Committee (i) The Institutional Advancement Committee shall consist of not less

than three Trustees. In addition, the Committee may include, by virtue of his or her office, in a non-voting capacity, the Vice President for Institutional Advancement, or its successor title.


(ii) The Institutional Advancement Committee’s responsibilities include creating and overseeing implementation of the fundraising policies and goals in order to meet the University’s mission and long range plans, and otherwise promoting and advancing the University.

(h) Nomination and Education Committee.

(i) The Nomination and Education Committee shall consist of not less than three Trustees and should include two voting members who are not Trustees. In addition, the Nomination and Education Committee may include, by virtue of his or her office, in a non-voting capacity, the Vice President for Institutional Advancement, or its successor title.

(ii) The Nomination and Education Committee shall have the

responsibility of developing educational programs for the Board and shall select and nominate candidates to the Board for election or re-election to the Board of Trustees.

(i) Strategic Initiatives Committee (i) The Strategic Initiatives Committee shall consist of the Board Chair, President and not less than three Trustees. In addition, the Strategic Initiatives Committee may include, by virtue of his or her office, in a non-voting capacity, the Executive Vice President and Chief Operating Officer, or its successor title.

(ii) The central purpose of the Strategic Initiatives Committee is to

oversee the strategic direction and positioning of the University.

ARTICLE VI

OFFICERS

Section 1. Officers. The officers of the University shall be a Chair of the Board of Trustees, one or more Vice-Chairs, a President, a Treasurer, a Secretary and such Vice-Presidents, Assistant Secretaries and Assistant Treasurers as the Board of Trustees shall elect. The Board of Trustees may elect or appoint such other officers as it may deem advisable. All officers shall have such authority and perform such duties as are prescribed in these bylaws or by the Board of Trustees. The Chair of the Board of Trustees, the Vice-Chairs, the Treasurer and the Secretary shall be elected from among the members of the Board of Trustees.


Section 2. Election and Term of Office. The officers of the University shall be elected annually by the Board of Trustees at its annual meeting for one year terms, except that the Board may elect the Chair of the Board for a term of one, two or three years. All officers serve at the pleasure of the Board of Trustees which may remove any officer at any time. Section 3. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Trustees, at any time, for the unexpired portion of the term. Section 4. Chair of the Board. The Chair of the Board of Trustees shall: preside at all meetings of the Trustees and Executive Committee; be the principal contact between the Board of Trustees and the President; monitor, evaluate and report to the Board of Trustees concerning the performance of the President; and perform such further duties as may be assigned to him or her from time to time by the Board of Trustees. Section 5. Vice-Chairs. In the absence of the Chair of the Board of Trustees, or in the event of his or her inability or refusal to act, the Vice-Chairs (in the order determined by the Board of Trustees, or in the absence of such determination, in the order of their seniority) shall perform the duties of the Chair of the Board of Trustees and when so acting, shall have all the powers of and be subject to all the restrictions imposed upon the Chair of the Board. Section 6. President. The President shall be the chief executive officer of the University, shall have general and active management of the business and academic affairs of the University and shall see that all directions and resolutions of the Board of Trustees are carried into effect. The President is responsible for leading the University; hiring (in consultation with the Board through the Chair of the Board) all vice presidents, Deans, other administrative personnel and other employees of the University; implementing all Board policies; keeping the Board informed on appropriate matters; consulting with the Board in a timely fashion on matters appropriate to its policy-making and fiduciary functions; and serving as the key spokesperson for the University. The President shall execute all bonds, mortgages and other contracts of the University, except where required or permitted by law to be otherwise signed and executed or except where the signing and execution thereof shall be expressly delegated by the Board of Trustees to some other officer or agent of the University.


Section 7. Treasurer. The Treasurer shall: ordinarily serve as chairperson of the Finance Committee and otherwise serve as the key Board person regarding all financial management policy matters; ensure that all Trustees regularly receive all appropriate financial statements and other financial reports; work closely with the University’s financial staff and the Audit Committee; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Trustees. If and as required by the Board of Trustees, the Treasurer shall give a bond for his or her faithful discharge of duties. Section 8. Secretary. The Secretary shall ensure that the Board of Trustees is acting in accordance with these bylaws, that minutes of Board and Executive Committee meetings are accurate and promptly distributed to all Trustees, that meetings are properly scheduled and Trustees notified, that Board policy statements and other official records are properly maintained; and in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board of Trustees.

ARTICLE VII

FACULTY

The faculty of each school within the University shall, from time to time, adopt bylaws, rules and regulations not inconsistent with these bylaws which, however, shall not be effective until approved by the Board of Trustees.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the University shall begin on the first day of July and end on the last day of June the following calendar year.


ARTICLE IX

WAIVER OF NOTICE

Whenever any notice whatever is required to be given under the provisions of the law, or under the provisions of the articles of incorporation or the bylaws of the University, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE X

AMENDMENTS TO BYLAWS

These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority vote of the Trustees present at a meeting, provided that at least 30 days’ written notice is given of the intention to alter, amend or repeal, or to adopt new bylaws, that a copy of the proposed alteration, amendment, repeal or new bylaws is enclosed with the notice and that a majority of the Trustees are present at such meeting; except that Article I shall not be altered, amended, or repealed without the affirmative vote of two thirds of the entire membership of the Board of Trustees at that time in office.

ARTICLE XI

INDEMNIFICATION

The University shall indemnify, and advance expenses of litigation to, each Trustee, officer, employee or agent of the University to the maximum extent permitted by the Illinois General Not for Profit Corporation Act, 805 ILCS 105. The foregoing provision shall not be exclusive of any and all other rights to which any such person may be entitled as a matter of law. The University shall maintain appropriate trustee and officer liability insurance coverage for the purposes of this Article.

ARTICLE XII

CONFLICTS OF INTEREST

(a) Trustees are fiduciaries who owe duties of care and loyalty to the

University. These duties include exercising concern, attention, and diligence and subordinating self-interest to the interests of the University when they conflict. In addition, Trustees are to avoid the appearance of impropriety. All Trustees shall adhere to the following:


(i) Prior Disclosure. A Trustee shall disclose any personal interest that is or appears to be in conflict with the fiduciary duties of care and loyalty prior to the Board or one of its committees taking action on the conflicted activity. This prior disclosure is accomplished by each Trustee submitting a disclosure report annually (normally during the month of May) and, whether or not previously disclosed, making a verbal notification of the actual or apparent conflict during the relevant meeting but immediately before any action is taken on the conflicted activity.

(ii) Non-Participation. A Trustee shall not participate in and not be

present during deliberation or voting regarding any matter that is or appears to be in conflict with the fiduciary duties of care and loyalty.

(iii) Disinterested Trustee Review. The remaining Trustees, who do not

have a conflict with the activity under review, will determine the appropriate course of action in keeping with their fiduciary duties of care and loyalty to the University. The review will consider whether safeguards in addition to non-participation by the individual Trustee are warranted.

(iv) Documentation. When applicable, the minutes of the meeting shall

reflect the name of the Trustee with the conflict, how prior disclosure was accomplished, a description of the personal interest, how non-participation was accomplished, and the final course of action (including whether additional safeguards were implemented).

(b) The University shall implement conflict of interest policies designed to

ensure that the good faith performance of University duties involving discretionary authority is not compromised by the incentives and inhibitions associated with a conflicting interest and to avoid even the appearance of impropriety.


Appendix A


805 ILCS 105/General Not For Profit Corporation Act of 1986.

Illinois as one corporation; provided (1) that the name, bylaw provisions, officers, and directors of each corporation are identical, (2) that the foreign corporation complies with the provisions of this Act relating to the admission of foreign corporation, and (3) that the Illinois corporation files a statement with the Secretary of State indicating that it has joined with a foreign corporation setting forth the name (Source: P.A. 92-33, eff. 7-1-01.)

(805ILCS 105/103.10) (from Ch.32, par.103.10) Sec. 103.10 General Powers. Each corporation shall have power:

(a) To have perpetual succession by its corporate name unless a

limited period of duration is stated in its articles of incorporation;

(b) To sue and be sued, complain and defend, in its corporate name, and shall have standing to sue when one or more of its members would otherwise have standing to sue in his or her own right, providing the interests it seeks to protect are germane to the corporation’s purposes, and neither the claim asserted nor the relief requested requires the participation of individual members in the lawsuit;

(c) To have a corporate seal which may be altered at pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced, provided that the affixing of a corporate seal to an instrument shall not give the instrument additional force or effect, or change the construction thereof, and the use of a corporate seal is not mandatory;

(d) To purchase, take, receive, lease as lessee, take by gift, devise, or bequest, or otherwise acquire, and to own, hold as trustee, use, and otherwise deal in and with any real or personal property, or any interest therein, situated in or out of this State;

(e) To sell and convey, mortgage, pledge, lease as lessor, and otherwise dispose of all or any part of its property and assets;

(f) To lend money to its officers, employees and agents except as limited by Section 108.80 of this Act;

(g) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, whether for profit or not for profit, associations, partnerships or individuals;

(h) To incur liabilities, to borrow money for its corporate purposes at such rates of interest as the corporation may determine


without regard to the restrictions of any usury law of this State, to issue its notes, bonds and other obligations; to secure any of its obligations by mortgage, pledge, or deed of trust of all or any of its property, franchises, and income; and to make contracts, including contract of guaranty and suretyship;

(i) take and hold real and personal property as security for the payment of funds so invested or loaned;

805 ILCS 105/General Not For Profit Corporation Act of 1986.

(j) To conduct its affairs, carry on its operations, and have offices within and without this State and to exercise in any other state, territory, district, or possession of the United States, or in any foreign country, the powers granted by this Act;

(k) To elect or appoint officers and agents of the corporation, and define their duties and fix their compensations;

(l) To make and alter bylaws, not inconsistent with its article of incorporation or with the laws of this State, except as provided in Section 102.30 of this Act, for the administration and regulation of the affairs of the corporation;

(m) To make donations in furtherance of any of its purposes; to lend money to the State or Federal government; and to conduct any lawful Affairs in aid of the United States;

(n) To cease its corporate activities and surrender its corporate franchise;

(o) To establish deferred compensation plans, pension plans, and other incentive plans for its directors, officers and employees and to make the payments provided for therein;

(p) To indemnify its directors, officers, employees or agents in accordance with and to the extent permitted by Section 108.75 of this Act and other applicable provisions of law;

(q) To be a promoter, partner, member, associate or manager of any partnership, joint venture or other enterprise; and

(r) To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is formed. (Source: P.A. 90-203, eff. 7-24-97.)

(805) ILCS 105/103.12) (from Ch.32, par.103.12) Sec. 103.12. Private foundations – Federal tax laws. In the absence of an express provision to the contrary in its articles of incorporation, a corporation, as defined in Section 509 of the Internal Revenue Code of 1954, during the period it is a private foundation:

(a) Shall not engage in any act of self-dealing as defined in Section

4941 (d) thereof;


(b) Shall distribute its income for each taxable year at such timeand in such manner as not to become subject to the tax onundistributed income imposed by Section 4942 thereof;

(c) Shall not retain any excess business holdings as defined inSection 4943 (c) thereof;

(d) Shall not make any investment in such manner as to subject itto tax under Section 4944 thereof;

(e) Shall not make any taxable expenditure as defined in Section4945 (d) thereof.(Source: P.A. 84-1423.)

(805 ILCS 105/103.15) (from Ch.32, par.103.15) Sec. 103.15 Defense of Ultra Vires. No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted.

Documents

Rosalind Franklin University of Medicine and Science An …€¦ · · 2016-09-13Rosalind Franklin University of Medicine and Science ... documents it deems to be appropriate