Bylaws of The Baylor Line Foundation

Bylaws of The Baylor Line Foundation
Amended and Restated, April 30, 2016

Article I: Name and Object
Section 1. The name of this organization shall be The Baylor Line Foundation
(hereafter referred to as the “Foundation”).

Section 2. The purpose of the Foundation is to provide services consistent with organizations exempt under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future tax code. These services may include, but are not limited to, publishing The Baylor Line magazine, connecting and communicating with Baylor University alumni and friends, and granting scholarships to Baylor University students.

Article II: Membership
Section l. Class of Members.
The Foundation shall have three classes of members. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows: (a) Annual membership shall be available to any former student of Baylor University, whether a graduate or not, or any members of the faculty or anyone who evidences or has evidenced a genuine interest in the welfare of the University, upon payment of the annual dues prescribed by the Board of Directors in accordance with Article XII hereof; (b) Life membership shall be available to any person who is a former student of Baylor University, whether a graduate or not, or any
member of the faculty or anyone who evidences or has evidenced a genuine interest in the welfare of the University, upon payment of the life membership dues prescribed by the Board of Directors in accordance with Article XII hereof; (c) Associate membership shall be available to any person, partnership, or corporation having a genuine interest in the welfare of Baylor University and desiring to support the Foundation in its efforts to promote the welfare of Baylor University and its students, upon the payment of annual dues prescribed by the Board of Directors in accordance with Article XII hereof. Associate members shall not be entitled to vote but shall be entitled to all other membership privileges. During the period of a member’s enrollment as a student in Baylor University, that member shall be classified as an Associate member.
Section 2. Qualifications of Members. The Board of Directors shall have the authority to review the qualifications for membership in each class and to approve or disapprove applications for membership. The Board of Directors may delegate this authority, in whole or in part, to the Executive Committee or to other committees or officers of the Foundation.

Article III: Meetings of Members
Section 1. Annual Meetings.
An annual meeting of the members shall be held for the purpose of electing officers and Directors and for the transaction of such other business as may come before the meeting.
Section 2. Special Meetings. Special meetings of the members may be called by the President or by the Board of Directors.
Section 3. Place of Meeting. The Board of Directors may designate any place in or close to the City of Waco, Texas, as the place of meeting for any annual meeting, so long as such place is reasonably accessible to the members. The Board of Directors may designate any place within the State of Texas as the place of meeting for any special meeting called by the Board of Directors, but if no designation is made or if a special meeting be otherwise called, the place of meeting shall be the office of the Foundation.
Section 4. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of members shall be mailed to each member entitled to vote at such meetings not less than ten (10) nor more than ninety (90) days before the date of such meeting, by or at the direction of the President or the Board of Directors; such notice shall be published in at least one issue of The Baylor Line magazine distributed prior to the time of such
meeting. In the case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.
Section 5. Quorum and Voting. The members present at any annual or special meeting for which proper notice has been given shall constitute a quorum at such meeting. The action of a majority of the members voting at
any such meeting shall be the action of this Foundation. A membership vote on any matter may be conducted in person, by mail, by facsimile transmission, by electronic message, by proxy executed in writing by the member or by any combination of those methods through and in accordance with the process designated by the Board of Directors.

 

Article IV: Board of Directors
Section l. General Powers. The affairs of the Foundation shall be managed by its Board of Directors. Directors shall be Annual members or Life members of the Foundation in good standing, except for the Directors from the student body of Baylor University, who need not be members.
Section 2. Number, Tenure, and Qualifications. The Board of Directors of the Foundation shall be composed of the following: 1) As many as thirty (30) but not fewer than twenty-five (25) Directors, each of whom shall reside
within and represent a geographical district designated by the Board of Directors (“Regional Directors”); 2) As many as fifteen (15) but not fewer than ten Directors, each of whom shall be a member of and represent key
constituent or demographic groups designated by the Board of Directors (“Key Constituent Directors”); 3) Ten Directors appointed by the incoming President of the Foundation (“At Large Directors”); 4) All Past Presidents of
the Foundation or its predecessor organizations (“Past President Directors”); and 5) The immediate Past President, each officer of the Foundation, and each member of the Executive Committee who may not otherwise be included in
the categories identified above (“Ex-officio Directors”). The combined number of Regional Directors and Key Constituent Directors shall not exceed forty (40). Regional Directors and Key Constituent Directors shall serve for three years beginning with the first day of June following their election; however, the first Regional Directors and Key Constituent Directors elected under these Bylaws shall be assigned terms of one year, two years, and three years, so that the terms of approximately a third of the Regional Directors and Key Constituent Directors will expire each year. At Large Directors shall serve for one year beginning with the first day of June following their appointment. Ex officio Directors shall serve for so long as they hold their respective offices. Regional Directors, Key Constituent Directors, At Large Directors, and Ex officio Directors shall be voting members of the Board. Past President
Directors shall serve for life as non-voting members of the Board.
Section 3. Regional Directors. From time to time, upon recommendation from the Executive Committee, the Board of Directors shall identify and prescribe the boundaries of geographical districts to be represented by the
Regional Directors in such manner as the Board of Directors, in its sole discretion, shall deem to fairly represent the membership of the Foundation.
Section 4. Key Constituent Directors. From time to time, upon recommendation from the Executive Committee, the Board of Directors shall identify and designate key constituent or demographic groups to be
represented by the Regional Directors in such manner as the Board of Directors, in its sole discretion, shall deem to fairly represent the membership of the Foundation.
Section 5. Regular Meetings. The Board of Directors shall meet at least three times a year on dates selected by the Executive Committee, after proper notice.
Section 6. Special Meetings. By resolution of the Executive Committee, a special meeting of the Board of Directors may be called. The person or persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Texas, as the place for holding any special meetings of the Board called by them.
Section 7. Notice. Notice of any meeting of the Board of Directors shall be given at least ten days prior thereto by written notice delivered personally or sent by mail, overnight delivery service, facsimile/telecopier transmission or
electronic transmission to each Director at the Director’s physical address, facsimile/telecopier number, or electronic address as shown by the records of the Foundation. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. If notice is given by overnight delivery service, such notice shall be deemed to be delivered when deposited with the overnight
delivery service properly packaged and addressed with delivery cost prepaid or billed to the Foundation’s account. If notice is given by facsimile/telecopier transmission or electronic transmission, such notice shall be deemed to be
delivered on the date of transmission as evidenced by a printed or electronic confirmation that the transmission was successful. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall
constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business
to be transacted at, and the purpose of, any regular or special meeting of the Board shall be specified in the notice or waiver of notice of such meeting; with appropriate notice, as herein defined, meetings may be held by telephone
conference call or other appropriate electronic devices.
Section 8. Quorum. The members of the Board of Directors attending any regular or special meeting for which appropriate notice has been given as required by these Bylaws shall constitute a quorum for the transaction of
business at such meeting.
Section 9. Manner of Acting. The act of a 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 by these
Bylaws.
Section 10. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of increase of Directors shall be filled by nomination of the Nominating Committee approved by the Executive
Committee. A director appointed to fill a vacancy shall serve for the unexpired term of his predecessor in office.
Section 11. Compensation. Directors shall receive no compensation for their services, nor shall any Director be reimbursed for any expenses incurred in attending regular or special meetings of the Board.
Section 12. Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the Directors.
Section 13. Responsibilities of Directors. Each Director shall have and accept personal responsibility for performing the following acts during his or her term of office: a) Serving on at least one committee; b) Encouraging and promoting membership in the Foundation; and c) Attending the annual meeting of members of the Foundation and all meetings of the Board of Directors.

Article V: Officers
Section 1. Officers.
The officers of the Foundation shall be a President, a President-Elect, a Secretary, and a Treasurer. Such officers must be members of the Foundation in good standing and shall be members of the Executive Committee. No two offices may be held by the same person. The Board of Directors may elect or appoint an Executive Vice President to serve at the pleasure of the Board and have the authority to perform the duties prescribed, from time to time, by the Board of Directors.
Section 2. Election and Term of Office. The President-Elect, Secretary, and Treasurer shall be elected annually by the members at the regular annual meeting of the members of the Foundation. Each officer shall hold office until
his successor has been duly elected and qualified. To be eligible for nomination and election to the office of President-Elect, a person must be a member or have previously served as a member of the Executive Committee.
At the conclusion of the term of the President-Elect, the person holding that office shall automatically assume the office of President.

Section 3. Vacancies. A vacancy in any office because of death, resignation, disqualification, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 4. President. The President shall be responsible for the general direction of the affairs of the Foundation and shall be the official representative of the Foundation. He or she shall preside at all meetings of the members and of the Board of Directors and Executive Committee, and shall be an ex-officio member of all other committees. He or she may sign, with the Secretary or any other proper officer of the Foundation authorized by the Board of Directors, any deed, mortgage, bond, contract, or other instrument which the Board of Directors has authorized to be executed, except in the cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Foundation; and in general he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 5. President-Elect. The President-Elect shall serve as a member of the Executive Committee and spend his or her term of office learning by observation and participation the duties of the President. He or she may
attend all committee meetings and executive briefings and also shall chair the Development, Finance and Investments Committee and the Alumni Council. In the absence of the President, or in the event of his or her inability or refusal to act, the President-Elect shall perform the duties of President. When so acting,
the President-Elect shall have all the powers of the President and be subject to all the restrictions upon the President.
Section 6. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He or she shall have charge and custody of and be responsible for all funds and securities of the Foundation; receive and give receipts for monies due and payable to the Foundation from any source whatsoever and deposit all such
monies in the name of the Foundation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VII of these Bylaws; 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 President or Board of Directors.
Section 7. Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors and the Executive Committee in one or more books provided for that purpose; see that all notices are duly
given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Foundation and see that the seal of the Foundation is affixed to all documents, the execution of
which on behalf of the Foundation under its seal is duly authorized in accordance with the provision of these Bylaws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member, and in general perform all 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 President or by the Board of Directors.
Section 8. Assistant Secretaries and Assistant Treasurers. The Board of Directors may elect or appoint such other offices, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem
desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors. If required by the Board of Directors, the Assistant Treasurer shall give bonds for the faithful
discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the
Treasurer or the Secretary or by the President of the Board of Directors.

Article VI: Committees
Section 1. Executive Committee.
An Executive Committee shall be composed of the President, the President-Elect, the Secretary, the Treasurer, and the immediate Past President; nine Directors shall be elected by the Board of
Directors to the Executive Committee upon the nomination of the President-Elect for terms of three years, three of whom shall be elected each year. If the number of seats on the Executive Committee from the Board of Directors is
increased by an amendment to these Bylaws, the members first elected to those seats by the Board of Directors, who would otherwise serve three-year terms, shall have terms of one, two, or three years, respectively, as determined
by the President-Elect who nominates them. The specific responsibilities of the Executive Committee shall include review of these Bylaws, strategic planning, development and assessment of membership and financial
development strategies, provision of guidance and direction to all other committees, oversight of conflict of interest issues, supervision of the Foundation’s awards process, and review of The Baylor Line magazine editorial policies. The Executive Committee shall have and exercise the authority of the Board of Directors in the management of the Foundation at all times except when the Board of Directors or the membership may be meeting. However, the Executive Committee shall not have the authority of the Board of Directors in reference to amending, altering, or repealing the Bylaws; removing the Executive Vice President or any Director or officer of the Foundation; amending the Certificate of Formation; adopting a plan of merger or adopting a plan of reorganization; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Foundation; or amending, altering or repealing any resolution of the Board of Directors. A majority of the Executive Committee shall constitute a quorum, and the act of a majority of the members present at a meeting of which all members had notice and at which a quorum is present shall be the act of the Executive Committee.
Section 2. Nominating Committee. A Nominating Committee composed of the President, President-Elect, immediate Past President and no fewer than six other voting members of the Board of Directors shall be appointed by the President-Elect subject to the approval of the Board of Directors. The President-Elect or his designee shall chair the committee. The specific responsibilities of the Nominating Committee shall include nomination of
officers, nomination of Directors, and evaluation of Directors’ performance. The Nominating Committee shall publish its nominations in The Baylor Line magazine prior to the annual meeting and then submit nominations at the annual meeting for Directors and officers of the Foundation under the provisions set forth in these Bylaws. Any member of the Foundation who is current in the payment of dues shall also have the right to submit nominations
for officers and for Regional and Key Constituent Directors, provided such nominations shall be submitted in writing to the Nominating Committee at least three months prior to the annual meeting. No nominations may be made
from the floor to the annual meeting unless such nominations have been previously submitted in writing as provided herein.
Section 3. Standing Committees. The following are established as Standing Committees of the Foundation, composed of such members and charged with such duties as provided below or as may be additionally assigned by the President from time to time. In addition to the officers and voting Directors of the Foundation identified for membership, the President may appoint other members of the Foundation who are not voting Directors to Standing
Committees. All members of Standing Committees shall be entitled to vote on committee business. The Board of Directors may establish staggered terms of more than one year for members of Standing Committees.

  • Development, Finance and Investments Committee: This committee shall be composed of the President-Elect (who shall chair the committee), the Treasurer, and no fewer than seven voting Directors appointed by the President. The specific responsibilities of this committee shall include establishment of the
    Foundation’s financial objectives, oversight and review of the Foundation’s financial development, quarterly review of the Foundation’s financial statements, budget oversight and recommendation, investment oversight and recommendation, and documentation of the Foundation’s fiscal history and
  • Personnel Policies Committee: This committee shall be composed of the President (who shall chair the committee), the President-Elect, the immediate Past President, and two voting Directors appointed by the
    The specific responsibilities of this committee shall include establishment and oversight of the Foundation’s compensation philosophy, establishment of personnel management objectives, annual appraisal of the
    Executive Vice President and the Executive Editor, and, upon request, consultation with the Executive Vice President regarding Foundation human resource issues.
  • Membership and Constituencies Committee: This committee shall be composed of no fewer than nine voting Directors appointed by the President, one of whom the President shall designate as chair. The specific responsibilities of this committee shall include membership development, coordination, establishment of strategic objectives for key constituent and demographic groups, and direction of Foundation efforts to increase members’ involvement.
  • Programs Committee: This committee shall be composed of no fewer than nine voting Directors appointed by the President, one of whom the President shall designate as chair. The specific responsibilities of this committee shall include establishment of strategic objectives and supervision of Foundation programs consistent with the Foundation’s long-range strategies.
  • Communications Committee: This committee shall be composed of no fewer than nine voting Directors appointed by the President, one of whom the President shall designate as chair. The specific responsibilities of this committee shall include establishment of annual communications objectives, review of operations and effectiveness of The Baylor Line magazine, and oversight of the Foundation’s Internet strategy.
  • Alumni Council: This committee shall be chaired by the President-Elect and shall be composed of Foundation members appointed by the President who are leaders of other key constituent and demographic alumni groups. The Alumni Council shall meet no less frequently than annually and shall be invited on occasion to attend meetings of the Board of Directors. Members of the Alumni Council shall be available for consultation upon request, individually or as a group.
  • Past Presidents Council: This committee shall be chaired by the immediate Past President and shall be composed of all Past Presidents of the Foundation or its predecessor organizations. The Past Presidents Council shall meet no less frequently than annually and shall serve as a special resource to the officers and Directors of the Foundation to be consulted by them as required from time to time.

Section 4. Special Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Foundation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each committee shall be members of the Foundation, and the President of the Foundation shall appoint the members thereof. Any member thereof may be removed by the President whenever, in the President’s judgment, the best interests of the Foundation will be served by such removal.

Section 5. Terms of Office. Each member of a committee, other than the Executive Committee, shall continue as such until May 31 of each year unless otherwise provided herein following appointment and until a successor is
appointed, unless the committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof.
Section 6. Chairperson. One member of each committee, other than the Executive Committee and the Budget and Finance Committee, shall be appointed chairperson by the President.
Section 7. Vacancies. Vacancies in the membership of any committee including the Executive Committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 8. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and 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.
Section 9. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

Article VII: Contracts, Checks, Deposits, and Funds
Section 1. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents of the Foundation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc. All checks, drafts, or orders for payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation shall be signed by such officer or officers, agent or agents of the
Foundation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and
countersigned by the President of the Foundation.
Section 3. Deposits. All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the Foundation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Foundation.

Article VIII: Certificates of Membership
Section 1. Certificates of Membership.
The Board of Directors may provide for the issuance of certificates evidencing membership in the Foundation, which shall be in such form as may be determined by the Board of Directors. Such certificates shall be signed by the President or by the Secretary or an Assistant Secretary and shall be sealed with the seal of the Foundation. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Foundation. If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued therefore upon such terms and conditions as the Board of Directors may determine.
Section 2. Issuance of Certificates. When a member has paid any dues that may then be required, a certificate of membership shall be issued in his or her name and delivered to him or her by the Secretary, if the Board of Directors shall have provided for the issuance of certificates of membership under the
provisions of Section 1 of this Article VIII.

Article IX: Books and Records
The Foundation shall keep and complete books and records of account and shall also keep minutes of the proceedings of the meetings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Foundation may be inspected by any member, or his or her
agent or attorney, for any proper purpose at any reasonable time.

Article X: Audit Committee
An Audit Committee of non-officer Directors shall be appointed annually by the President. The Audit Committee shall recommend to the membership an Auditor to do the annual audit, review the audit progress and the results of
the audit, meet privately with Auditors, and report to the Board of Directors the results of the audit. After the completion of the audit and the report to the Board of Directors, the Foundation shall publish an Annual Audit Report.

Article XI: Fiscal Year
The fiscal year of the Foundation shall begin on the first day of June and end on the last day of May in each year.

Article XII: Dues
Section 1. Annual Dues.
The dues for an Annual member and for an Associate member shall be set by the Board of Directors.  A student enrolled in Baylor University may become an Annual member of the Foundation for the year immediately following such graduation by the payment of dues that shall be set by the Board of Directors.
Section 2. Life Membership. The endowment contribution for a life membership, or for life memberships for married couples, shall be set by the Board of Directors.
Section 3. Default and Termination of Membership. When any Annual or Associate member of the Foundation shall be in default in the payment of dues for a period of two months after the date on which such dues become payable,
such membership shall be considered terminated, and the names of such member shall be stricken from the rolls of the Foundation.

Article XIII: Procedure
All meetings held by the Foundation membership, the Board of Directors, the Executive Committee, and the committees of the Foundation shall be governed by Robert’s Rules of Order, Newly Revised.

Article XIV: Seal
The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Foundation.

Article XV: Waiver of Notice
Whenever any notice is required to be given under the provisions of the Texas Business Organizations Code or under the provisions of the Certificate of Formation or the Bylaws of this Foundation, 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 XVI: Amendments to the Bylaws
These Bylaws may be altered, amended, or repealed; and new Bylaws may be adopted at any annual or special meeting of the members of the Foundation by a two-thirds (2/3) vote of the members voting on the issue in accordance with Article III, but only if the nature and extent of the proposed amendments shall be included in the notice of the call of said meeting. No amendments may be offered unless they have been submitted to the Board of Directors for their review and recommendation prior to said meeting and in sufficient time to
meet the notification and publication requirements of Article III.

 

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