Section I

Meetings

A. The annual meeting of the Trustees of the James Madison University Foundation, Inc., shall be held during the month of September or October upon call of the Chairman of the Board with thirty days notice to members.  (Amended April 27, 2005.)

B.  Special meetings of the Trustees may be held at any time and place designated in the call for the special meeting by the Chairman, or any three (3) Trustees, submitted to the Chairman in writing.

C.  The corporate secretary will provide all trustees with notice, reasonable under the circumstances, of all special meetings. (Amended April 25, 2012.)

D. A quorum at any meeting of the Trustees shall consist of a majority of all of the Trustees then in office. A majority of such quorum shall decide any question which may come before the meeting and each Trustee shall be entitled to one (1) vote. No Trustee may vote by proxy.

Section II

Trustees

A. In addition to the ex-officio and Adjunct Trustees identified in the Articles of Incorporation, the Board shall consist of 10 to 21 Trustees, as fixed by the Board from time to time. Minimally, the majority of the Trustees, but no less than 11, shall be alumni of James Madison University, or a family member of James Madison University alumni, or closely affiliated with James Madison University alumni..  (Amended April 27, 2011; April 25, 2012; October 10, 2014; February 12, 2016; June 5, 2020).

B. At each Spring meeting, the Board of Trustees shall elect trustees to fill expiring terms. Nominations shall be made to the Board of Trustees by the Governance Committee, appointed by the Chairman. The term of office for Trustees shall be three (3) years. Trustees appointed after may of 2019 may serve no more than three (3) complete, successive terms. Trustees elected prior to May of 2019 may serve four (4) complete, successive terms. After being off of the Board for a period of one (1) year, Trustees may be re-elected to one (1) additional term.  Terms shall become effective July 1 in the year of election and conclude on June 30 of the final year in a term.  (Amended April 19, 1997; April 25, 2012; October 10, 2014; June 5, 2020; October 21, 2022.)

C. Any vacancy occurring in the Board of Trustees may be filled by the affirmative vote of a majority of the remaining trustees though less than quorum of the Board of Trustees. A Trustee elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

D.  1. At the Spring Meeting, trustees whose terms have expired and who are ineligible for re-election may be elected to Trustee Emeritus status.

2. Emeritus Trustees shall be allowed to attend meetings and participate in discussions, but shall have no vote.

E. Trustees are expected to attend meetings of the Board of Trustees. Should a Trustee be absent for two consecutive meetings, the Chairman of the board shall consult with him or her, and in the Chairman's discretion, he may institute the proper process to remove the Trustee in accord with the Code of Virginia. If, after conferring with legal counsel, the Chairman finds that a trustee (i) has missed two consecutive meetings or (ii) may have engaged in Malfeasance, the Chairman shall confer with the trustee. If the Chairman finds the trustee’s conduct to be excusable and unlikely to affect his future duties as a trustee, he need take no further action against the trustee. Otherwise, the Chairman, will schedule a special meeting for the purpose of removing the trustee. In either event, the Chairman shall record a summary of his findings in the corporate minutes. The summary may omit sensitive, personal details.

Nothing in this section shall prohibit other members of the Board of Trustees from scheduling a special meeting under these bylaws for the removal of the trustee. Nothing in this section shall authorize the removal of an ex officio trustee by the Board.

For purposes of this section, "Malfeasance" is comprised of acts or omissions which are (i) detrimental to the corporation and (ii) inconsistent with a trustee's duties thereto.  (Amended April 25, 2012, October 10, 2014.)

Section III

Officers

A. Officers of the Corporation shall consist of a Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer, Secretary, Chief Financial Officer, and Immediate Past Chairman of the Board, and may include a Chief Operating Officer, an Executive Vice President, one or more Vice Presidents and an Assistant Secretary. (Amended February 11, 2022.)

At each Spring meeting, the officers of the corporation (except the Chief Executive Officer) shall be elected for one year and shall hold office commencing July 1 in the year of election and serve until June 30 of the subsequent year.

 The Chief Executive Officer shall be appointed by the Executive Committee for a term not to exceed three years, and the appointment must be ratified by the Board of Trustees. Any person so appointed by the Executive Committee shall serve in the capacity until the next meeting of the Board at which time the Executive Committee action may be ratified. The salary to be paid the Chief Executive Officer shall be determined by the Executive Committee and subsequently ratified by the Board of Trustees.  (Amended April 25, 2012, October 10, 2014.)

B. The Trustees may appoint such other officers as they shall deem necessary, who shall have such authority and shall perform such duties as from time to time may be prescribed by the Trustees.

C. No administrative officer of the University shall be eligible for election to the office of Chairman or Vice Chairman of the Corporation.

D. The duties of the officers shall be as follows:

1. The Chairman shall preside over all meetings of the Foundation and shall advise and consult with the other officers of the Foundation to such extent as he deems advisable.
2. The Vice Chairman shall have full authority to act for the Chairman in his absence or incapacity.
3. The Chief Executive Officer shall be responsible for the general, day-to-day management of the affairs of the Foundation and shall exercise such authority to accept gifts, collect revenues, and make expenditures as may be delegated to him by the Board of Trustees or the Executive Committee. He shall maintain and manage the Foundations activities as may be required by the Board of Trustees.
4. The Executive Vice President has authority to act for the Chief Executive Officer in his absence. He should perform such duties as required by the Chief Executive Officer.
5. The Chief Financial Officer shall audit all receipts and vouchers for payment made to and vouchers and checks made by the Foundation. He shall give to the Board of Trustees an account and statement of all his transactions at each annual meeting of said Board and at such other times as said Board may from time to time determine. He shall at all reasonable times exhibit his books and accounts to any Trustee of the Foundation and shall perform all duties to that office subject to the control of the Board of Trustees.
6. The duties of the office of Secretary shall be to keep the minutes of all meetings of the Board of Trustees and the Executive Committee in a book provided for that purpose; attend to the giving and serving of all notices required by the By-Laws of the Foundation; and to perform all duties incident to the office subject to the control of the Board of Trustees. In the event of a vacancy in the office of Secretary, the duties of that office shall be discharged by the Chief Executive Officer of the Foundation until such time as the Board of Trustees shall see fit to appoint someone to this position.
7. The Chief Operating Officer shall be responsible for general, day-to-day supervision of the operation of the foundation under the direction and control of the Chief Executive Officer and the Board of Trustees.(Amended April 25, 2012.)
8. The Immediate Past Chairperson will serve as an advocate for and advisor to the Chairman of the Board. (Amended February 11, 2022.)

Section V

Fellows

A. The fellows Program shall consist of up to six (6) voluntary, non-Board members, who are divided into 2 groups: i) Group 1 members' terms expiring in odd-numbered years; and ii) Group 2 members' terms expiring in even-numbered years.

B. At each Spring meeting, the Board of Trustees shall elect Fellows to fill expiring terms. Nominations shall be made to the Board of Trustees by the Governance Committee. Fellows' term shall be two (2) years and Fellows may be re-elected to serve one additional two (2) year term.

C. Fellows are expected to attend and participate in meetings of the Board of Trustees. Fellows have no voting rights, but are encouraged to participate in all other aspects of committee/board meetings and activities and lend their experience and knowledge.

D. Should a Fellow be absent for two consecutive meetings, the Chairman of the Board shall consult with him or her. At the Board's discretion, a Fellow may be removed after being absent for two consecutive meetings without good cause.

E. Fellows shall adhere to all Board policies, rules and regulations, including without limitation, the conflicts of interest policy. (Amended October 21, 2022.)

Section VI

Order Of Business

A. The Trustees may, from time to time, determine the Order of Business at their meetings. The normal order of business at a meeting shall be as follows:

1. Roll call, quorum being present.
2. Reading of the minutes of the preceding meeting and action thereon.
3. Report of officers.
4. Report of committees.
5. Election of officers.
6. Unfinished business.
7. New business.

B. At all meetings of the Trustees, the Chairman, or in his absence, the Vice Chairman, or in the absence of both the Chairman and Vice Chairman of the Corporation, a Chairman chosen by the Trustees present shall preside. In the absence of the Secretary, the Chairman shall appoint a secretary for the meeting.

Section VII

Committees

A. The Chairman, Vice Chairman, the Chief Financial Officer of James Madison University, and the Chair of each standing committee, shall constitute an Executive Committee of the Board. The Immediate Past Chairman, Chief Executive Officer and Chief Financial Officer of this corporation shall serve as adjunct, non-voting members of the Executive Committee. (Amended February 11, 2022.)

The Executive Committee shall be empowered to act on behalf of the Board of Trustees on all matters with the exception of the (1) Ratification of the appointment of a Chief Executive Officer or the termination of a Chief Executive Officer, (2) Selection of Board trustees and Board officers, (3) Amendment of the bylaws, and (4) Modification of the Foundation's mission statement. Executive Committee meeting minutes shall be communicated to all Trustees within thirty (30) days of its meetings. All actions of the Executive Committee shall be reported to the Board at its next regularly scheduled meeting.  (Amended April 27, 2011, April 25, 2012, October 10, 2014.)

B. The Board of Trustees shall create a Governance Committee and may create such other committees from time to time as it may deem proper.  (Amended April 25, 2012, October 10, 2014.)

C. The Chairman of the Board shall designate the Chair and membership of each committee.  (Amended April 28, 2001, October 10, 2014).

Section VIII

Bank Accounts, Checks, and Notes

Bank accounts may be opened by authority of the Trustees. All checks and/or notes given by the Corporation in the course of business shall be signed by any two (2) of the officers. The Board shall authorize the officers of the Foundation to borrow money and to execute notes or bonds therefor.  (Amended April 25, 2012.)

Section IX

Liability for James Madison University Foundation Actions

The James Madison University Foundation, Inc. is an independent corporation which serves the mission and goals of James Madison University. The University is not liable, and will not be held out by the Foundation as liable, for any of the Foundation's contracts, torts, or other act or omissions, or those of the Foundation's Trustees, Officers, staff, or activity participants.

Section X

Corporate Seal

The corporate seal of this Corporation shall consist of two (2) concentric circles around the inner edge of which shall be engraved the words James Madison University Foundation, Inc., Harrisonburg, Virginia and across the center thereof the word SEAL and the figure 1969. (Amended April 25, 2012.)

Section XI

Amendments

The By-Laws may be altered, amended and repealed by a majority vote of the whole number of Trustees at any annual meeting of the Trustees, or at any special meeting, when notice of proposed amendment or repeal has been given in the notice calling said special meeting of the Trustees.