By-laws of the Winthrop University Real Estate Foundation
The By-laws of the Winthrop University Foundation govern of the operation of the Foundation. The policy was updated and adopted on July 14, 2009.
Section 1. Name.
Winthrop University Real Estate Foundation, Inc. is hereinafter sometimes referred to as “WUREF”.
Section 2. Purpose.
WUREF is created solely for the benefit of Winthrop University. The purpose for which WUREF is organized is to encourage gifts of real property. WUREF may own, manage, lease and sell real property and own any liquid assets necessary for the ongoing business operations or maintenance of any such real property, and to engage in any lawful act or activity for which WUREF may be organized under Section 33-31-101 et seq. of the South Carolina Nonprofit Corporation Act of 1994, as amended.
Section 3. Office.
The principal office of the WUREF in the State of South Carolina shall be located at Winthrop University, Rock Hill, South Carolina 29733. WUREF may have such offices, either within or without the State of South Carolina, as the Board of Directors may determine or as the affairs of WUREF may require from time to time.
Section 4. Fiscal Year.
The fiscal year of WUREF shall be from January 1 to December 31, unless otherwise ordered by the Board of Directors.
Section 5. Seal.
The seal of WUREF shall consist of two concentric circles between or within which are the name “Winthrop University Real Estate Foundation, Inc.,” the state of incorporation and the word “SEAL.”
Section 6. Pronouns.
Each reference to pronouns herein shall be construed in the masculine, feminine, neuter, singular or plural, as the context may require.
Section 1. Capital Contributions/Loans.
The Winthrop University Foundation may make capital contributions to the WUREF in cash or in-kind in such amounts and at such times as it deems appropriate. Additionally, the Winthrop University Foundation may make loans from time to time for purposes of sustaining any ongoing business operations on any real property donated to the WUREF, all such loans to be repaid by the WUREF to the Winthrop University Foundation within a reasonable time and all such loans to bear interest at the applicable federal rate.
Section 2. Transfer of Interest.
No interest in WUREF shall be assignable.
Section 1. Powers and Duties.
The direction and management of the affairs, property and funds of WUREF shall be vested in its Board of Directors. The Board of Directors shall have the right, power and authority to exercise all powers and do all acts and things that may be exercised or done by WUREF as a nonprofit corporation organized under the laws of South Carolina, the provisions of the Articles of Incorporation and these Bylaws.
Section 2. Number and Qualifications.
The number of directors constituting the Board of Directors of the WUREF shall not be fewer than five (5) nor more than twelve (12). The exact number of directors shall be determined from time to time by resolution of the Board. Directors need not be residents of the State of South Carolina.
Section 3. Appointment of Directors.
The Vice President for University Development and Alumni Relations of Winthrop University/Executive Director of Winthrop University Foundation and the President of the Winthrop University Foundation, or his designee, the Chair of the Operations Committee, by virtue of their respective offices, shall each serve as a director of WUREF for as long as (s)he holds such office. The President of the WUREF shall serve as a director of the Winthrop University Foundation. The remaining directors of WUREF shall be elected annually by a majority vote of the members of the Board. Additionally, the Assistant Vice President for Winthrop University Real Estate Foundation, the Vice President for Finance and Business, and Associate Vice President of Winthrop University shall serve as ex-officio members of the WUREF Board so long as they hold such offices. There shall also be such other ex-officio members as may be designated from time to time by resolution of the WUREF Board. All of the ex-officio positions are non-voting.
Section 4. Term.
The directors named in the Articles of Incorporation (if any) and all other directors appointed pursuant to the provisions of these Bylaws shall serve a four-year term and may succeed themselves with one additional four-year term, until their death, resignation, retirement, removal or disqualification, and shall serve until their successors are appointed. After two consecutive terms, a director must step down for at least one year, but may be eligible for reappointment.
Section 5. Vacancies.
Vacancies in the Board of Directors of WUREF, whether caused by death, resignation or any reason other than an increase in the number of directors may, subject to any restrictions contained in the Articles of Incorporation of WUREF, be filled by the majority vote of the remaining directors attending any regular or special meeting of the Board of Directors and the person so elected shall be a director until his successor is appointed.
Section 6. Informal Action by Directors.
The Board of Directors may act without a meeting if a written consent, stating the action taken, is signed by all the appointed or elected directors and posted by the Secretary to the Board in WUREF minute book.
Section 7. Manner of Acting.
The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or these Bylaws.
Section 8. Compensation.
Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, expenses of attendance, if any, may be allowed at each regular or special meeting of the Board.
Meeting of Directors
Section 1. Annual Meetings.
An annual meeting of the Board of Directors shall be held each year at such time and such place as the President may designate. Notice shall be given at least two (2) days prior to the meeting by any usual means of communication, unless such notice is waived in writing by the directors.
Section 2. Regular and Special Meetings, Quorum, Notice.
The Board of Directors may hold regular and special meetings at such times and places as they may determine and may transact business pertaining to WUREF. A majority of the number of the Board of Directors shall constitute a quorum for the transaction of business. The directors present at any such meeting, though less than a quorum, may adjourn the meeting from time to time, and such meeting may be held on a subsequent date without further notice, provided a quorum is present at such deferred meeting. Any action taken or authorized by vote of a majority of the directors present at any duly called and convened meeting at which a quorum is present shall have the same force and effect as if all the directors had been present and had taken or authorized such action. Any director may waive notice of any meeting and attendance of such director at any meeting shall constitute a waiver of notice by him of such meeting, except where he attends for the express purpose of objecting to the transaction of any business because the meeting has not been lawfully called. A copy of the minutes from each meeting shall be sent to each member of the Board of Directors as soon as practicable after each meeting.
Section 1. Executive Committee
There may be an Executive Committee of two or more directors designated by resolution passed by a majority of the Board of Directors attending the annual meeting. The act of a majority of the Executive Committee shall be the act of the Executive Committee. Such Executive Committee may hold regularly scheduled meetings with or without notice and may hold special meetings at the direction of a majority of the members of the Executive Committee by giving twenty-four (24) hours notice of such meeting and the purpose of the meeting. Attendance by a member of the Executive Committee at a meeting with respect to which notice is required shall constitute a waiver of notice of such meeting, except where he attends for the express purpose of objecting to the transaction of any business because the meeting has not been lawfully called. During the interval between meetings of the Board of Directors and except as limited by resolution of the Board of Directors or by law, the Executive Committee shall have and may exercise the powers of the Board in the management of the affairs of WUREF. The Executive Committee may act as, or periodically appoint a Nominating Committee as needed.
Section 2. Vacancies.
Vacancies in the membership of the Executive Committee shall be filled by the Board of Directors at any regular meeting or special meeting called for that purpose.
Section 3. Minutes.
The Executive Committee shall keep regular minutes of its proceedings and shall report the same to the Board of Directors or any member thereof of any responsibility or liability imposed upon it or him by law. If action taken by the Executive Committee is not thereafter formally considered by the Board, a director may dissent from such action by filing his written objection with the Secretary with reasonable promptness after learning of such action.
Section 1. Officers of WUREF.
The officers of WUREF shall consist of a President, the Senior Vice Presidents, Secretary, and a Treasurer, Vice President for University Development and Alumni Relations of Winthrop University/Executive Director of the Winthrop University Foundation, and the Assistant Vice President of WUREF, all of whom shall be members of the Board of Directors of WUREF and shall hold their offices until their successors are elected and have qualified. Officers shall be elected at the annual meeting of the Board of Directors. None of these offices (other than Secretary and Treasurer) may be held by the same person.
Section 2. Other Offices.
The Board of Directors may appoint such other officers and agents who may reside and/or act anywhere in the world. Such appointees need not be directors and shall hold their offices for such term or terms and shall exercise such powers and perform such duties as shall be determined by the Board of Directors.
Section 3. Removal.
Any officer or agent elected or appointed by the directors may be removed at any time by a majority of the Board of Directors whenever in its judgment the best interests of WUREF will be served thereby.
Section 4. Vacancies.
A vacancy in any office by reason of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired term portion of the term.
Powers and Duties
Section 1. President.
The President shall be the Chairman of the Board of WUREF. He shall preside at all meetings of the Board of Directors. He shall have general supervision, direction and management of the business and affairs of WUREF. He shall see that all orders or resolutions of the Board of Directors are carried into effect. He shall execute all contracts, deeds, bonds and other instruments in writing authorized by the Board of Directors. He shall have the general powers of supervision and management usually vested in the office of the President of a nonprofit corporation under the laws of South Carolina.
Section 2. Senior Vice President.
The Senior Vice President shall be the Vice Chairman of the Board of WUREF. During the absence or disability of the President, the Senior Vice President shall exercise all the functions of the President.
Section 3. Vice President.
The Vice President for University Development and Alumni Relations/Executive Director of Winthrop University Foundation shall be the chief executive officer of WUREF and subject to the control of the Board of Directors of WUREF and supervision and direction of the President of WUREF. The Vice President shall execute all contracts, deeds, bonds and other instruments where authorized by the Board of Directors. In general, (s)he shall perform all duties incident to the Office of the Vice President and such other duties as may be prescribed by the President and the Board of Directors from time to time.
Section 4. Secretary.
a. The Secretary of the Board shall keep the records of WUREF and shall have charge of all such additional books and papers as the Board of Directors may direct. (S)He shall in general perform all such duties as are incidental to the office of a Secretary of a nonprofit corporation under the laws of South Carolina.
b. The Secretary to the Board shall keep the minutes of the meetings of the Board of Directors. This position will generally be held by a staff member in the office of the Vice President of University Development and Alumni Relations.
Section 5. Treasurer.
The Treasurer shall also have the custody of all of the funds and property of WUREF. He shall take such steps as may be necessary to collect moneys due WUREF, all checks, notes or other obligations and evidences of the payment of money payable to WUREF, coming into his possession, custody and control. He shall enter regularly in the books belonging to the WUREF and to be kept by him for such purposes an accurate account of all money received and paid by him on account of WUREF together with all other business transactions. Generally, he shall perform all duties which are incident to the Office of Treasurer of a nonprofit corporation under the laws of South Carolina.
Section 6. Assistant Vice President.
The Assistant Vice President is the chief operating officer of WUREF and shall supervise and control the day-to-day operation of WUREF in accordance with these Bylaws. He is authorized to negotiate gifts of real property, execute contracts, deeds, bonds or other instruments and format of specimen agreements as approved by the Board of Directors of WUREF, and generally to perform such other duties incident to the Office of the Assistant Vice President or as may be prescribed by the WUREF Vice President from time to time. He shall work in cooperation with the Vice President for WUREF. The Assistant Vice President is an ex-officio member of WUREF Board of Directors.
Waiver of Notice
Whenever any notice is required to be given under the provisions of the South Carolina Nonprofit Corporation Act of 1994, as amended or under the provisions of the Articles of Incorporation or the Bylaws of WUREF, 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.
Amendments to Bylaws
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the directors present at any regular meeting or at any special meeting, if at least two days written notice is given of intention to alter, amend, or repeal or to adopt new Bylaws at such meeting and such changes or actions are approved by the Board of Directors of WUREF.
Reference to Inclusion
Gifts to WUREF shall be held, administered and distributed for uses and purposes and in accordance with the terms and provisions of the following policy guidelines, which are hereby incorporated by reference and made a part of these Bylaws the same as if they were set forth herein.
• Conflict of Interest Statement
• Procedures for Acceptance of Real Estate Gifts
• Checklist for Acceptance of Real Estate Gifts
• Site Inspection Report
• Environmental Guidelines
• Farm, Wood Land, and Raw Land Guidelines
• Real Estate Marketing Guidelines
Section 1. Coverage.
Any person who at any time serves or has served as a director, officer, or agent of the WUREF, or in such capacity at the request of WUREF for any other corporation, partnership, joint venture, trust or other enterprise, shall have a right to be indemnified by WUREF to the fullest extent permitted by law against (a) expenses, including reasonable attorney s fees, actually incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether or not brought by or on behalf of WUREF, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (b) payments made by him in satisfaction of any judgment, money decree, fine, penalty or settlement for which he may have become liable in any such action, suit or proceeding.
Section 2. Payment.
Expenses incurred by such person shall be paid in advance of the final disposition of such investigation, action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by WUREF.
Section 3. Evaluation.
The Board of Directors of WUREF shall take all such action as may be necessary and appropriate to authorize WUREF to pay the indemnification required by this ARTICLE XI, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the amount of indemnity due him.
Section 4. Consideration.
Any person who at any time after the adoption of this ARTICLE XI serves or has served in any of the aforesaid capacities for or on behalf of WUREF shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this ARTICLE XI. Any repeal or modification of these indemnification provisions shall not affect any rights or obligations existing at the time of such repeal or modification.
Section 5. Definitions.
For purposes of this ARTICLE XI, terms defined by the laws of South Carolina for nonprofit WUREF and used but not defined herein shall have the meanings assigned to them by the law.
Internal Control Considerations
Winthrop University Real Estate Foundation Board of Directors