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Bylaws of Eastern Oregon University Foundation

ARTICLE 1: NAME AND OFFICE

第一节。The name of this nonprofit corporation shall be: “EASTERN OREGON
UNIVERSITY FOUNDATION.” The period of existence of this corporation shall be perpetual.

Section 2. The registered office of the corporation shall be located at Eastern Oregon University in La Grande, Oregon.

ARTICLE 2: MEMBERS

The Foundation will have no members as such; a governing body known as the Trustees shall exercise all the powers of this corporation. Those firms, corporations or individuals making annual contributions to the Foundation shall be enrolled as donors to the corporation and the Trustees may establish classifications of donors.

ARTICLE 3: TIME AND PLACE OF MEETINGS

第一节。理事年会于每年秋季在俄勒冈州拉格兰德的东俄勒冈大学举行;世界杯英格兰vs伊朗实时比分the exact time, date and place of this meeting shall be selected by the Board of Directors.

Section 2. Special meetings of the Trustees may be called by the President of the Foundation, eight (8) members of the Trustees or three (3) members of the Board of Directors.

Section 3. Written or printed notice stating the place, day and hour of any meeting of the Trustees shall be delivered, either personally or by mail to each Trustee entitled to vote at such meetings, not less than ten (10) nor more than forty (40) days before the date of such meeting.

Section 4. At any meeting of the Trustees, a majority of those present shall be able to transact any and all business of the Foundation. A referendum for written ballot by the Trustees may be requested of the President of the Foundation by five (5) Trustees.

Section 5. At any meeting of the Trustees, members entitled to vote may grant their proxy executed in writing prior to the meeting.

ARTICLE 4: TRUSTEES

第一节。公司事务由其受托人管理。理事应由积极促进东俄勒冈大学利益的个人、其教职员工和学生组成。世界杯英格兰vs伊朗实时比分

Section 2. There shall not be less than twenty-one (21) voting Trustee members. The President of Eastern Oregon University shall automatically be an ex-officio, non-voting member of the Trustees. Any employee of Eastern Oregon University who is a member of the Trustees must be an ex-officio, non-voting member of the Trustees unless an exception is made by the Trustees. A maximum of three (3) EOU employees may be voting Trustee members and only two (2) employees may serve on the Board of Directors at any given time.

Section 3. Members of the Trustees shall be elected to hold office for a three (3) year term, with no limit on the numbers of terms. Their election shall be by a majority vote of the Trustees via mail, phone, regular scheduled meeting or electronic ballot.

Section 4. If the voting membership of the Trustees drops below the requisite twenty-one (21), any vacancies shall be filled by recommendations from the Membership and Nominating Committee.

ARTICLE 5: OFFICERS

第一节。公司的高级管理人员应为总裁、副总裁、秘书和财务主管。

Section 2. The officers of the corporation shall be elected from the Trustees at the Annual Meeting of the Trustees. Each officer shall hold office for a one (1) year period or until such time as a successor shall have been duly elected. Any employee of the Oregon State System of Higher Education is not eligible to hold any officer position within the corporation.

Section 3. Any officer elected or appointed by the Trustees may be removed by the Trustees whenever, in its judgment, the best interests of the corporation would be served thereby. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled for the unexpired portion of the term from the Trustees by a majority vote of the Trustees.

Section 4. The officers shall meet as needed to discuss meeting materials and agendas prior to regular Board of Directors meetings. The officers shall also maintain operations and communication with University Advancement between Board of Directors meetings and will review Foundation policies and bylaws and will recommend amendments to the Trustees.

Section 5. President. The President of the Foundation shall be principal executive officer of the corporation and shall, in general, supervise all of the business and affairs of the corporation. The President shall preside at all meetings of the Trustees and all Board of Directors meetings, shall appoint necessary committees, and in general shall perform all duties incident to the office of President of the Foundation and such other duties as from time to time may be assigned by the Trustees or the Board of Directors.

第六节。副总统。在本基金会总统缺席的情况下，或在总统不能行事的情况下，副主席应履行总统的职责，在这样行事时，副主席应拥有总裁职务的所有权力，并受总裁职务的所有限制。

Section 7. Secretary. The Secretary shall be responsible for: keeping the minutes of the meetings of the Trustees and Board of Directors, seeing that all notices are duly given in accordance with the provisions of these Bylaws, maintaining the security of the corporate records, keeping a register of the post office addresses of each donor and in general performing all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President of the Foundation, the Trustees or the Board of Directors.

8节。财务主管。财务主管应负责:监督公司所有资金、财产和证券的保管;以基金会的名义在董事会选定的银行、信托公司或其他存管机构接收和发放收据，并履行与财务主管办公室有关的所有职责，以及总统基金会、受托人或董事会不时指派的其他职责。

ARTICLE 6: COMMITTEES

第一节。基金会设五(5)个常务委员会，由总统任命。委员会包括财务委员会、筹款委员会、成员和提名委员会、审计委员会和执行委员会。

Section 2. The Finance Committee shall be made up of a chair, who shall be a member of the Board of Directors, the Foundation President, Treasurer and at least three other members of the Board of Directors. The EOU Vice President for Finance and Administration shall serve as an ex-officio, non-voting member of the committee. The committee will develop a proposed budget for consideration by the February meeting of the Board of Directors each year, review monthly financial activity, review the investment portfolio of the Foundation at least annually and recommend changes to the Board of Directors for discussion and final consideration.

B. The Fundraising Committee shall be made up of a chair, who shall be a member of the Board of Directors, the Foundation President, and five (5) other members of the Trustees. The committee will review fundraising policies and priorities, including the policies and administration of scholarships, and recommend modifications to the Board of Directors.
The Fundraising committee will also review new gifts and fund agreements to determine if they meet criteria for acceptance by the Foundation as stated by the Foundation Gift Acceptance policy, oversee special fundraising groups, including the President’s Club, and determine giving levels and criteria for membership in these clubs.

C. The Membership and Nominating Committee shall be made up of a chair, who shall be a member of the Board of Directors, three (3) members from the Board of Directors and a minimum of two (2) Trustees. Duties of the Membership and Nominating Committee are to nominate officers of the Board, members of the Board of Directors, additional Trustees and to conduct an annual review of current and prospective members.

D. The Audit Committee shall consist of three (3) members of the Board of Directors or Trustees who do not serve on the finance or officer committees and the EOU Vice President for Finance and Administration. Duties of the Audit Committee are to review the annual Foundation audit and recommend it for adoption by the Officers and Board and to meet confidentially on audit issues.

E. The Executive Committee shall consist of the elected Officers and chairs of the Finance Committee, Fundraising Committee, Membership and Nominating Committee, and the Audit Committee.

Section 3. A majority of a standing committee shall constitute a quorum.
ARTICLE 7: Board of Directors

第一节。校董会应从校董会中选出九(9)至十五(15)名有投票权的成员组成董事会。理事每届任期三(3)年，不得连任三(3)届。理事会对本基金会的事务进行监督。本基金会每名干事均自动成为理事会成员;同样，东俄勒冈大学的总统也应是董事会的当然无投票权成员世界杯英格兰vs伊朗实时比分。所有受雇于东俄勒冈大学的董事会成员都是董事会的当然成员，无投票权的成员，除非有受托人的例外。世界杯英格兰vs伊朗实时比分董事会应在每个常规学术季度至少举行一次会议，会议的时间和地点由董事会多数成员决定。出席董事会成员的过半数投票对所采取的行动具有约束力。
Section 2. A vacancy occurring on the Board of Directors shall be filled for the unexpired term at any regular or special meeting of the Board of Directors with the majority approval of the Board of Directors present.

Section 3. There shall be vested in the Board of Directors the right and authority to determine how funds of the corporation are to be expended without prior approval from the Trustees.

ARTICLE 8: BOOKS AND RECORDS

第一节。法团须备存正确及完整的帐簿及帐目纪录，并须备存保管保管委员会、理事会及任何具有保管委员会任何权力的委员会的会议记录，并须在注册办事处备存一份纪录，载列捐赠人姓名及地址予基金会。

Section 2. The fiscal year of the corporation shall commence January 1 of each year and shall end on December 31 of the same year. The books and records of the corporation shall be maintained on a calendar-year basis.

Section 3. The Board of Directors shall have the Foundation accounts submitted to an audit annually.

ARTICLE 9: AMENDMENTS TO BYLAWS

本章程细则可被修改、修订或废止，而新的章程细则可由出席理事年会或任何特别会议的理事过半数通过，前提是在该次会议上，至少二十(20)天书面通知有意修改、修订、废除或采用新的章程细则。

ARTICLE 10: DISSOLUTION

In the event of the dissolution of this corporation, all remaining assets (after satisfying all debts and liabilities) shall be distributed to Eastern Oregon University.
Last updated and approved: 1/9/2019