NJCU Foundation Bylaws
Approved: June 27, 2019
Amended: September 22, 2022
The Jersey City State College Development Fund, Inc. was chartered by Articles of Incorporation, dated June 14, 1971, and approved by the state of Â鶹´«Ã½, as a not-for-profit corporation. The Jersey City State College Development Fund, Inc. was renamed the Â鶹´«Ã½ Foundation, Inc. (Foundation) on July 31, 1998. The powers and limitations of the corporation shall be those contained in the Articles of Incorporation filed with the state of Â鶹´«Ã½ on June 14, 1971; and these Bylaws approved June 27, 2019.
The purposes, limitations and powers of the corporation shall be those contained in the Articles of Incorporation filed with the state of Â鶹´«Ã½ on June 14, 1971.
Section 1. General Powers
The Board of Directors (Board) is vested by law with all the powers and authority to govern effectively and set policy for the Foundation in accordance with the laws of the State of Â鶹´«Ã½. The Board serves the following primary functions: 1) Stewarding and overseeing the Foundation's overall development efforts; and 2) Serving as the legal governance body of the Foundation. The Directors are responsible for fulfilling the development role. The governance role primarily is fulfilled by the Executive Committee, as informed by the Governance Committee, who serve as described in Article VI, Section 3C.
The Board shall support Â鶹´«Ã½ (University) and the Foundation in pursuit of their respective missions and, more particularly, shall: plan, participate in and monitor development and fundraising activities including capital/comprehensive campaigns for the Foundation and the University; carry-out self-assessment and strategic planning; help develop and implement strategies to secure a strong future for the University; help provide coordination and collaboration between the University, the Foundation, any authorized entities, and the advisory Boards and councils of the various University units and campuses.
Section 2. Number of Board Members
The Foundation shall have no members other than its Directors. The Foundation shall have a Board consisting of no fewer than eleven (11) but no more than thirty-three (33) voting members, as determined from time to time by the Board.
Section 3. Classification of Directors
The Foundation shall have regular voting, honorary, emeriti, and ex-officio Directors. Directors in the categories Section 3A and 3B shall be eligible to attend meetings of the Board and Committees, and to participate fully, but shall have no right to vote, except for the transition noted in Section 5.
Section 3A. Honorary Directors
The Directors, through the Nominating and Development Committee, may elect from time to time selected individuals as Honorary Directors who, because of their position and/or prestige, may reflect honor upon the Foundation and its purposes, but who shall not have served as active Directors. In the election of Honorary Directors, special consideration shall be given to persons who, through their personal gifts, have demonstrated extraordinary commitment to the University. If so appointed, Honorary Directors may serve in an advisory, non-voting role on Committees of the Board.
Section 3B. Directors Emeriti
The Directors, through the Nominating and Development Committee, may elect from time to time selected individuals as Directors Emeriti who have served with distinction as active members of the Board of Directors.
Section 3C. Ex-Officio Directors
The permanent ex-officio Directors shall be:
- President, Â鶹´«Ã½
- Senior-level Presidential appointee representing University Advancement
- Senior-level Presidential appointee representing University Finance
- Chair of the NJCU Board of Trustees or his or her designee
- Two student representatives
The senior-level Presidential appointee representing University Advancement shall be the Executive Director of the Foundation. The senior-level Presidential appointee representing University Finance shall be the Assistant Treasurer of the Foundation. Permanent ex-officio Directors shall be non-voting members of the Board.
Student representatives shall be recommended by University’s faculty or staff and appointed by the Nominating and Development Committee.
The Board, through the Nominating and Development Committee, may elect from time to time selected individuals as temporary ex-officio Directors to serve and meet with the Directors and/or the Committees. Temporary ex-officio Directors shall be non-voting members of the Board.
Section 4. Method of Selection
The Board shall reflect a diverse range of Directors, including race, ethnicity, gender, age, culture, gender identity, expertise, financial capacity, and community representation.
New and incumbent Directors who are eligible for re-election, shall be nominated by the Nominating and Development Committee and ratified at a meeting of the Board by a majority of the Board members.
Section 5. Terms of Office
Directors, other than the Chair, Vice Chair and the Immediate Past Chair may serve on the Board for up to a maximum of four (4) three (3) year terms for a total of twelve (12) years. The term limit for the Chair, Vice Chair and the Immediate Past Chair is suspended during his/her term of office. The Immediate Past Chair completes his/her suspended term following the election of the new Chair.
After a minimum of a one (1) year sabbatical, Directors again shall be eligible for election. The Directors shall be eligible for election to subsequent terms as deemed appropriate by the Nominating and Development Committee.
The terms of elected Directors shall commence at any Board meeting with a quorum and shall continue until the final year of their four (4) three (3) year terms.
Section 6. Attendance
Directors are expected to attend the majority of all regular committee and board meetings of the Foundation, and are requested to provide at least three (3) days written notice of their absence from meetings. Periodically the Governance Committee will review attendance records to quantify the engagement and commitment of Directors as one of the determining factors in renewal of Directors' terms on the Board. Attendance records are retained by the Executive Director.
Section 7. Leave of Absence
A Director may request a leave of absence (LOA) from the Board when short-term circumstances prevent the Director from fulfilling Board responsibilities. The LOA will be included in the Director's term of service on the board. The written request must be made to the Board Chair, and will be reviewed and approved by the Executive Committee.
Section 8. Resignation
Any Director may resign at any time by submitting a written notice to the Board Chair or Secretary. Such resignation shall take effect at the time specified therein or within 30 days of the date of receipt.
Section 9. Removal
Any Director may be removed from the Board by a two-thirds majority vote of the Directors at any regular or special meeting of the Board called expressly for that purpose. Any board member proposed to be removed shall be entitled to reasonable notice and an opportunity to be heard.
Section 10. Automatic Review
The absence of any elected Director from three (3) consecutive regular meetings of the Board of Directors, not excused by the Chair, shall prompt an automatic review of his/her continued service as a Director by the Governance Committee.
Section 11. Vacancies
The Directors, through the Nominating and Development Committee, may from time to time elect new Directors to fill vacancies caused by death, resignation, or other reason. Elections to fill such vacancies shall be for a full term.
Section 12. Elections
Officers shall be elected at the fiscal year’s final meeting of the Board of Directors from a list of nominees prepared by the Nominating and Development Committee. New Directors may be elected at any regular or special meeting upon recommendation of the Nominating and Development Committee and shall immediately take office.
Section 1. Regular Meetings
The Board of Directors shall have a minimum of two (2) regular meetings each year on such dates and at such places as it shall determine. At such meetings, any business related to the authority of the Board may be discussed and transacted.
Section 2. Special Meetings
Special meetings may be held at the call of the Board Chair or the Executive Director or upon the written request of twenty-five percent of the voting Directors. The Board Chair or Secretary shall deliver to each Director, by regular mail, electronic mail, or otherwise, notice of such special meetings, along with a clear statement of purpose(s), at least fourteen (14) business days in advance.
Section 3. Notice
Notice of all meetings of the Board shall be communicated by regular mail, electronic mail, or otherwise to Directors at least seven (7) business days before any regular or special meeting - unless waived in writing. The time and place of the meeting(s) along with a proposed agenda and all available, pertinent material shall be delivered to each Director.
Section 4. Remote Participation
Any Director may participate in a Committee meeting of the Board by means of a conference call or similar communications mechanism that allows all persons participating in the meeting to hear each other simultaneously. Participation by such mechanism shall be equivalent to presence in person at the meeting.
Section 5. Quorum
At all meetings of the Board and of the Board Committees, a majority of the voting Directors present in person or by telephone, as the case may be, shall constitute a quorum for the transaction of business.
Section 6. Voting
Voting during the meeting may be conducted by email, mail, fax, electronic polling, conference call, telegram, cable or by any other means as approved by the Board of Directors. A record of the vote shall be recorded in the minutes of the meeting.
Section 7. Executive Session
The Board or any Committee of the Board may be called into Executive Session in the course of any meetings as provided in the agenda or by vote of the majority of those voting Directors present. The Executive Session is a meeting of the Board to handle confidential matters that are not disclosed; often with no staff in attendance. The Chair may excuse any Director or other person from such sessions as appropriate.
Section 1. Officers of the Board
The officers of the Board shall be the Chair, Vice Chair, Treasurer, Secretary, Immediate Past Chair, University President, Executive Director and Assistant Treasurer. The Immediate Past Chair, University President, Executive Director, and Assistant Treasurer shall serve as ex-officio officers and are non-voting members of the Executive Committee. The Board may establish additional officers of the Board as it deems necessary with Directors serving in no more than one officer position at a time. All officers of the Board serve at the pleasure of the Board.
Section 1A. Chair
The Chair shall preside at meetings of the Board of Directors and perform such duties as the Board directs. He/she shall be Chair of the Executive Committee and an ex-officio, voting member of all Committees. In the event of the absence of both the Chair and the Vice Chair, the Chair shall designate another member of the Executive Committee to preside at any meeting of the Executive Committee or of the Board. The Chair and Executive Director shall arrange agendas for all meetings of the Board and Executive Committee.
Section 1B. Vice Chair
In the absence of the Chair, the Vice Chair shall preside at meetings of the Executive Committee and of the Board of Directors, and perform such duties as the Board directs. He/she also shall perform all of the duties of the Chair in the absence or incapacity of the Chair. The Vice Chair may become Chair upon the completion of the Chair's term.
Section 1C. Secretary
The Secretary has charge of the records, governing documents, and policies of the Foundation; and, with the Chair, shall execute and sign such instruments as may require his/her attestation. The Secretary is responsible maintaining minutes and records of Board actions.
Section 1D. Treasurer
The Treasurer has general oversight responsibilities of the financial management of the Foundation and guides the Board in making sound decisions for allocating Foundation resources.
Section 1E. Executive Director
The Executive Director shall serve as the chief executive officer of the Foundation, and be responsible for the administration of the daily affairs of the Foundation, reporting directly to the Chair and University President. The Executive Director shall: function as (1) chief staff officer, serving on the Board and all Board Committees; and (2) the principal contact with the University and, as such, shall be responsible for the detailed coordination and cooperation with all facets of the University.
Section 1F. Immediate Past Chair
The immediate past Chair shall continue to serve as a voting Director, notwithstanding his/her term might otherwise expire, during the term of his/her successor as Chair.
Section 1G. Assistant Treasurer
The Assistant Treasurer shall be the professional staff member who serves as the staff officer to the Finance Committee.
Section 2. Terms
The Board shall elect the Officers of the Board at the fiscal year’s final meeting of the Board. Officers shall serve for a three (3) year term and may be re-elected to a second three (3) year term, but shall not be eligible to re-election to that office beyond a total of six consecutive years except that any officer whose term has ended may serve until a new appointment is made.
Section 3. Resignation of Officers and Incapacity
Section 3A. Any Board Officer may resign at any time by submitting a written notice to the Board Chair. Such resignation shall take effect at the time specified therein or within 30 days of the date of receipt.
Section 3B. In the event of absence, disability or removal of any Officer, or for any reason that the Board may deem sufficient, the Board may delegate, in whole or in part, the powers or duties of such Officer to any other Officer or to any other person otherwise qualified to perform the required duties.
Section 4. Vacancies
Board Officer vacancies may be filled through a special election at any regular or special meeting of the Board, but election or re-election normally shall take place at the fiscal year’s final meeting of the Board.
Section 1. Standing and Ad Hoc Committees
The Board shall establish and function through standing and ad hoc Committees as it deems appropriate to discharge its responsibilities. Each Committee shall have a written statement of purpose and primary responsibilities approved by the Board, and such rules of procedure or policy guidelines as it or the Board, as appropriate, may approve.
Section 2. Committee Membership
Each Committee shall include a minimum of three (3) regular voting Directors and reflect a diverse range of Directors, including race, ethnicity, gender, age, culture, sexual orientation, expertise, financial capacity, and community representation. The Board shall
All Committee Chairs, Vice Chairs and a majority of each Committee shall be Directors.
All Committees, except the Executive Committee, shall be appointed annually by the Chair of the Board. All Committees shall have appointed Chairs and Vice Chairs who may serve up to three (3), four (4) year terms, totaling twelve (12) years, in their respective roles.
Chairs and vice chairs of all Committees shall be recommended from among voting Directors of the Board by the Nominating and Development Committee to the Board Chair. The Nominating and Development Committee shall submit their recommendation to the Chair of the Board for approval.
Each Chair shall assure the discussions and actions of his/her Committee are properly recorded and promptly distributed to members of the Committee, and the Board when appropriate.
Each voting Director may serve on a maximum of two Committees simultaneously, not including the Executive Committee.
The Board Chair shall be a voting, ex-officio member of all Committees. The University President and Executive Director shall be a non-voting, ex-officio member of all Committees.
Section 3. Standing Committees
Standing Committees shall include the Executive Committee, Finance Committee, Governance Committee, Nominating and Development Committee, and Real Estate Committee.
Section 3A. Executive Committee
The purpose of the Committee is to provide strategic leadership for the Board. Further, the Committee shall have specific duties of acting on general Foundation management, oversight and evaluation, cost-benefit program analysis, and budget review and recommendation.
The Committee shall have the general power and authority of the Board between meetings of the Board, and shall report and present for ratification its actions at the next meeting of the Board.
The Committee includes the Board Chair, Vice Chair, Treasurer and Secretary. The Immediate Past Chair, University President, Executive Director and Assistant Treasurer shall serve as ex-officio, non-voting members.
In consultation with the Executive Committee, the University President shall recommend the candidate for the position of Executive Director, whose appointment shall become effective upon the affirmative vote of the Foundation Board of Directors.
Evaluation of the Executive Director shall be conducted by the University President in consultation with the Chair. The Chair shall be accountable to the Executive Committee for evaluation of the Executive Director.
Section 3B. Finance Committee
The purpose of the Finance Committee is to oversee the integrity of the Foundation's financial practices and operations, long-term economic health, allocation of resources, and current and future real estate assets. The Committee is responsible for overseeing the external financial audit and such internal audits as it deems appropriate; ensuring compliance with legal and regulatory requirements; and monitoring internal controls and risk management systems.
The Committee shall ensure the Foundation operates in a financially sustainable manner; balances its long-term and short-term obligations; and reviews, recommends, and monitors annual and multi-year operating and capital budgets prepared by the management of the Foundation.
The Committee is also responsible for reviewing and revising investment policies, monitoring investment performance, selecting external investment advisors, and advising the Board in regard to the general investment policy and investment management of the Foundation.
The Committee shall consist of a Chair, Vice Chair, and no fewer than one (1) additional Director whose expertise and experience are aligned with the purpose and work of the Committee. The University President, Executive Director and Assistant Treasurer shall serve as ex-officio, non-voting members.
Section 3C. Governance Committee
The purpose of the Governance Committee is to ensure the integrity of the Board and enhance Board performance. The Committee is responsible for establishing and maintaining standards of Board conduct; monitoring compliance with the conflict of interest policy; assessing the performance of the Board and Directors; and creating, reviewing and ensuring compliance with these Bylaws and other Board policies; and recommending to the Board any proposed changes to the Bylaws and other Board policies.
The Committee shall consist of a Chair, Vice Chair, and no fewer than one (1) additional Director whose expertise and experience are aligned with the purpose and work of the Committee. The University President and Executive Director shall serve as ex-officio, non-voting members.
Section 3D. Nominating and Development Committee
The purpose of the Nominating and Development Committee is to recruit, educate and retain a diverse Board of Directors and to provide the Foundation with philanthropic leadership. The Committee is responsible for identifying the expertise, experience and diversity needed by the Board; cultivating and nominating potential Directors; recommending nominees for Board service and a slate of Officers for Board approval; and ensuring Board members have adequate, appropriate orientation and ongoing education.
The Committee also establishes goals for and evaluates Board participation in charitable giving; participates in the development processes related to the identification, cultivation and solicitation of prospective donors to the University; and monitors fundraising goals, plans and progress.
The Committee shall consist of a Chair, Vice Chair, and no fewer than one (1) additional Director whose expertise and experience are aligned with the purpose and work of the Committee. The University President and Executive Director shall serve as ex-officio, non-voting members.
Section 4. Ad Hoc Committees
From time to time special, ad hoc Committees may be appointed by the Chair of the Board with direction to perform specific duties.
June 10, 2021 – Ex-Officio Directors; added Board of Trustees Ex-Officio; Board Chair or designee.
June 9, 2022 – Method of Selection and Committee Membership; The Board shall reflect a diverse range of Directors, including race, ethnicity, gender, age, culture, gender identity, expertise, financial capacity, and community representation.
September 22, 2022 – Ex-Officio Directors; added two student ex-officio positions; Finance Committee/Real Estate Committee; consolidated real estate committee responsibilities with the finance committee.