Bylaws

THE FLORIDA STATE COLLEGE AT JACKSONVILLE FOUNDATION, INC.

ARTICLE I

Name

The name of this not-for-profit corporation shall be the Florida State College Foundation, Inc., hereinafter called the “Foundation” as required by Section 1004.70(1)(a)1, Florida Statutes.

ARTICLE II

Purpose

The purpose of the Foundation is to further the mission and goals of Florida State College at Jacksonville by providing financial and other essential support not available within the resources of the College.

ARTICLE III

Board of Directors

Section I. Number, Terms of Office, and Manner of Selection

1. There shall be a total of not less than fifteen (15) elected Directors and no more than thirty (30) elected Directors, with the optimal number of twenty-five (25) elected Directors, selected in the manner prescribed in these Bylaws. The members of the Board of Directors shall constitute the voting members of the Foundation.
2. Members of the Board of Directors shall be nominated by a majority vote of the Nominating Committee of the Board of Directors and confirmed by a majority vote of the Full Board of Directors twice a year, at the second meeting and annual meeting of the Board.
3. The Board of Directors shall include as voting members the College President of Florida State y College at Jacksonville (the College) and, serving one year terms, a Trustee Liaison as appointed by the District Board Chair, and a student representative as recommended by the Student Government Association.
4. There shall, in addition, be the following non-voting ex officio members of the Board of Directors: all Campus Presidents, the Vice President of Community and Economic Development, the Vice President of Administrative Services of the College, and the Chair of the District Board of Trustees.
5. The terms of office of elected Directors shall be two (2) years, with half the terms expiring each year. Upon the recommendation of the Nominating Committee, Directors may be invited to succeed themselves for additional terms limited to a maximum of four (4) consecutive two (2) year terms for a total of eight (8) years. After an absence of at least one year, an individual may again be invited to join the Foundation Board of Directors. Vacancies occurring during a term shall be filled for the unexpired portion thereof in the manner provided for the election of directors as described in Article III, Section I, (b). Upon a majority vote of the Board of Directors, term-limited Directors, with an exceptionally long and distinguished record of service to the Foundation may be designated as a “Director Emeritus.” A Director Emeritus may serve on the Board of Directors as a full voting member for an unlimited period of time. Directors Emeritus shall be counted for quorum purposes when present at meetings and shall serve in addition to the maximum number of Directors on the Board. Foundation Board members may be considered for Director Emeritus status if they meet all of the following criteria:
   1. Service as a Foundation Board member for total of ten or more years;
   2. Service as Foundation Board President/Chair, plus additional service as an officer of the Board.
   3. Significant history of fundraising, donations or other contributions to the Foundation and/or the College.
   4. 4. Significant history of support at Foundation events and for initiatives.
   5. 5. Ongoing interest in and commitment to the success of the Foundation and the College.
6. Officers shall be elected at the final Board meeting of the year and serve in their respective offices one (1) calendar year commencing in January. The First Vice Chair will automatically become the Chair in the following year. Officers other than the immediate Past Chair, the Chair, and the First Vice Chair may be reelected to their respective positions for one additional term for a maximum of two years of consecutive service in a single capacity. No member shall serve more than four (4) consecutive years in any capacity on the Executive Committee.
7. The Executive Director of the Foundation shall be appointed by the District Board of Trustees of Florida State College at Jacksonville upon the recommendation of the College President who shall recommend an appointment based on substantial input from the Foundation Board of Directors.

Section II. Meetings

1. The meetings of the Board of Directors shall be held at a time and place determined by the chair of the Foundation, but shall be held at least four times per year, with the last meeting of the calendar year to be called the Annual Meeting.
2. Special meetings of the Board of Directors may be held at any time and place determined by the Chair of the Florida State College Foundation, Inc. or by written petition to the Chair from one-third of the membership of the Board of Directors.
3. Forty percent of the voting members shall constitute a quorum at any meeting of the Board of Directors and all actions shall be determined by a majority of members present and voting. This quorum percent may be revisited for a possibility of raising this figure in the future.
4. Notice of each meeting shall be mailed to each of the members not less than seven (7) days preceding any meeting, except where the Board may provide for waiver of such notice. Where notice is of a special meeting, such notice shall indicate briefly the objective of the meeting.
5. The Chair, or in his or her absence the First Vice Chair of the Foundation, shall preside at all meetings of the Board of Directors. In the absence of both of these officers, the Second Vice Chair shall preside.

Section III. Organization of the Board

Item I. The Executive Committee

1. The Executive Committee of the Board of Directors shall consist of at least the following Directors
   1. The Chair of the Foundation
   2. The Immediate Past Chair
   3. The First Vice Chair
   4. The Second Vice Chair
   5. The Secretary
   6. The Treasurer
   7. The President of Florida State College at Jacksonville
   8. The District Board of Trustees’ Liaison
2. Meetings. The Executive Committee shall meet at the call of the Chair.
3. Quorum. Forty percent of the members shall represent a quorum of the Executive Committee.
4. Duties, Responsibilities and Exclusions. The Executive Committee shall have and may exercise all powers and authority of the Board of Directors when the Board is not in session, subject only to the following restrictions:
   1. The Executive Committee shall have no authority to alter, amend or repeal the Articles of Incorporation or the Bylaws of the Foundation.
   2. The Executive Committee shall have no authority to obligate the Foundation of an amount in excess of its current unrestricted assets.
   3. The Executive Committee shall serve as the Nominating Committee for the Board of Directors, and in the capacity shall meet at least annually and present nominations for Officers and new Directors at the final meeting of the year.
5. Recordkeeping. All actions of the Executive Committee shall be reported in writing to the Directors individually with thirty (30) days after such action is taken or at a meeting of the Board of Directors, if a meeting is held within that period of time. All actions of the Executive Committee shall be included in the minutes of the Board of Directors.

Item II. Finance, Audit and Investment Committee

1. The Finance, Audit and Investment Committee shall be a subcommittee of the Board of Directors, and shall be composed of a minimum of five Directors, including the Foundation Chair, the Treasurer and the Second Vice Chair. The Foundation Chair will be responsible for appointing additional members from the Board of Directors. The Vice President of Administrative Services of the College shall serve as a non-voting ex officio member of this committee.
2. The Treasurer shall serve as the Chair of the Finance, Audit and Investment Committee.
3. The Finance, Audit and Investment Committee will meet at least twice during the year, and more often if needed to consider finance or investment decisions. The Finance, Audit and Investment Committee shall propose the Investment Policy of the Foundation to the Board of Directors for approval and shall review the performance of the investments of the Foundation against the benchmarks of the Policy at a minimum on an annual basis.

ARTICLE IV

Powers and Duties of Officers

Section I. Chair

The Chair shall preside at all meetings of the Board with signatory authority as described in Article IV, Section VI below. The Chair shall perform such duties as may from time to time be assigned to him by the Board and as otherwise defined in these bylaws..

Section II. First Vice Chair

The First Vice Chair shall preside at all meeting of the Board and the nominating committee in the absence of the Chair and shall perform such other duties as from time to time may be assigned to him by the Board. In addition, this officer shall serve as Chair of the Nominating Committee. The holder of this office shall automatically succeed to the Chairmanship of the Board.

Section III. Second Vice Chair

The Second Vice Chair shall serve as a member of the Finance, Audit and Investment Committee. This officer shall also preside at all meetings of the Board in the absence of the Chair and the First Vice Chair.

Section IV. Treasurer

The Treasurer shall serve as Chairman of the Finance, Audit and Investment Committee. This officer shall monitor the financial performance of the investments of the Foundation and order or perform such reviews or audits as are necessary in the performance of this responsibility.

The Vice President of Administrative Services of the College shall perform all financial operations for the Foundation including but not restricted to the following:

1. Receiving and keeping the funds of the Foundation and paying out the same in accordance with the directions of the Board of Directors.
2. Directing the deposit of all monies, checks and other credits to the account of the Foundation in such bank or banks or other depository as the Board may designate or as authorized by the Investment Policy of the Board.
3. Rendering to the Board an account and statement of all transactions at each meeting of the Board and at such time as the Board may from time to time determine.
4. The Vice President of Administrative Services of the College shall at all reasonable times exhibit the books and accounts to any Director of the Foundation and shall, in general, perform all the duties subject to the control of the Board.

Section V. Secretary

The Secretary shall keep, or cause to be kept, the minutes of all meetings of the Board and its committees. The secretary shall perform such other services as may be required by the Board.

Section VI. Checks and Signature Authority

Checks or drafts on the funds of the Foundation shall be signed by electronic signature by two (2) individuals: (1) The Executive Director and (2) The Chair of the Foundation.

Approval for checks or drafts on the funds of the Foundation for properly authorized expenditures shall be signed by the Executive Director or the College Controller.

The Vice President of Administrative Services of the College shall have signature authority in the absence of the Executive Director of the Foundation or the College President shall have signature authority in the absence or unavailability of the Chair of the Foundation.

Section VII. Audit

The Finance, Audit and Investment Committee shall arrange for an annual audit of the books of the Foundation by an independent Certified Public Accountant following the close of the fiscal year which is July 1 through June 30 inclusive.

Section VIII. Bond

All officers and staff who are authorized to collect, hold or disburse funds of the Foundation shall be bonded with all fees for said bonding to be paid by the Foundation.

Section IX. Absence or Incapacity of Officers

In the event of absence, inability, or refusal to act of any of the officers of this Foundation, the Board may appoint any member to perform their respective duties.

ARTICLE V

Powers and Duties of Staff

The Executive Director in conjunction with the Vice President of Community and Economic Development and the Vice President of Administrative Services shall develop procedures for the orderly functioning of Foundation staff or functions assigned to College staff.

Executive Director

Executive Director shall serve as the Chief Executive Officer, and shall be responsible for the general day-to-day management of Foundation affairs. The Executive Director shall exercise such authority to accept gifts, collect revenue and direct expenditures as are delegated by the Board of Directors. The Executive Director shall be responsible for the maintenance and management of the Foundation’s activities as may be required by the Board of Directors.

The Executive Director shall be responsible for overseeing the general operation of the Foundation. The Executive Director or the Chair of the Foundation may sign in the name of the Foundation all contracts authorized by the Board, and when so ordered by the Board, shall affix the seal of the Foundation thereto. In addition, the Executive Director shall be responsible for the management and supervision of all Foundation staff.

In the absence of the Secretary the Executive Director shall be responsible for keeping minutes of the Board and Executive Committee meetings. The Executive Director shall have charge of all such books and papers and the Board of Directors may direct, all of which shall at all reasonable times be open to examination by any member; and the Executive Director shall, in general, perform all the duties usually incident to the Office of Secretary, subject to the control of the Board of Directors. The Executive Director in conjunction with the Vice President of Administrative Services shall develop an annual budget for Foundation Operations and Institutional Support for approval by the Foundation Board of Directors by no later than the last meeting of each fiscal year.

ARTICLE VI

Approved Major Activities

Approved major activities of the Foundation shall be as determined and established by the Board of Directors, consistent with the Articles of Incorporation and applicable statutory provisions. These may include, but are not limited to, a program of advice to the President of Florida State College at Jacksonville, programs of soliciting and receiving annual gifts, corporate gifts, and deferred gifts. Further, the Foundation shall disburse these gifts in the best interests of the College.

ARTICLE VII

Seal

The seal of the Foundation shall be of a design and inscription so as to clearly identify it as the official documenter of the Foundation where it is required by practice or law.

ARTICLE VIII

Amendments

These Bylaws may be altered, amended, rescinded, or repealed at any meeting of the Board of Directors by the affirmative vote of a majority of those present and voting. The Articles of Incorporation of the Foundation may be altered or amended at a meeting of the Board of Directors by resolution approved by the affirmative vote of a majority as required by law. Written notice of any proposed amendment shall be mailed to each member of the Board of Directors not less than seven (7) days prior to any meeting at which such proposed amendment considered.

ARTICLE IX

Parliamentary Authority

The most recent edition of Roberts Rules of Order shall govern the proceedings of the Board of Directors and its committees, unless otherwise specifically provided in these bylaws.

Approved as amended this 6th day of December, 2008 by the Board of Directors, and as further amended to reflect the name change approved by the Board of Directors on the 9th day of June, 2009.