1.01 Purpose. The Texas State University Research Foundation ("Foundation") was formed to promote Texas State University’s (“University”) objectives of providing higher education, conducting research, providing public service, and assisting in economic development in Texas.
a. In furtherance of these objectives, the Foundation will facilitate acquiring sponsored research funds from public and private sources and manage such funds if requested to do so by the University, solicit donations to support activities of the Foundation, pursue appropriate legal protection for proprietary technologies developed through University research, hold and manage real and intellectual property assets on behalf of the University and promote commercialization of research products and transfer of University technologies to appropriate partners for their further development and commercialization.
b. The Foundation is organized and operated exclusively for charitable, scientific, and educational purposes under Internal Revenue Code § 501(c)(3). No part of its earnings will inure to the benefit of any private shareholder or individual, and no substantial part of its activities will consist of carrying on propaganda or attempting to influence legislation. It will not participate in, or intervene in, any political campaign on behalf of or in opposition to any candidate for public office. It will not perform any act that would violate Internal Revenue Code § 501(c)(3).
c. The Foundation will not accept any gift or grant if the gift or grant contains major conditions that would restrict or violate the Foundation’s charitable purpose or if the gift or grant would require serving a private as opposed to a public interest.
2.01 Address. The Foundation’s principal place of business shall be 601 University Drive, San Marcos, Hays County, Texas, 78666. The Board of Directors may designate other places to conduct business as required.
3.01 No Members. The Foundation does not have members.
4.01 General Powers. The Foundation’s Board of Directors (Board) shall exercise all powers described under the Texas Business Organizations Code §2.101 and manage all property and business of the Foundation. The Board may appoint or employ such persons as may be necessary to assist in the management of Foundation property and business. The Board will determine the terms and conditions of any such appointment or employment.
4.02 Composition. The permanent Board of Directors shall be composed of three members. The Board may, by majority vote, increase the number of directors, elect them to office, and provide for their qualifications and terms of office. The President of Texas State University, the University’s Provost, and its Associate Vice President for Research and Federal Relations shall be permanent members of the Board and the University’s President will be the Board’s permanent Chair.
4.03 Replacement appointment. Upon the death, extended illness, resignation, or other circumstances of termination of an individual Board member’s service, the Board will appoint a qualified individual to fill his or her position.
4.04 Successive terms. The Board may determine terms of service for directors other than the permanent members and may provide that they may serve for successive terms.
4.05 Compensation and Reimbursement. A Director shall not receive financial or other compensation for performance of his duties as a Director, but with prior approval of the Board’s Chair, may be reimbursed for any personal funds expended in the performance of his or her duties as a member of the Board.
5.01 Officer positions. The officers of the Foundation shall be the Chair of the Board of Directors, the President of the Foundation, a Secretary, a Treasurer and an Executive Director of the Foundation. The Board may, in its discretion, appoint or employ such additional officers as may be necessary to conduct the Foundation’s business. Each additional officer shall hold office at the pleasure of the Board and shall exercise such powers and perform such duties as assigned by the Board.
5.02 Chair. The President of the University shall serve as Chair of the Board of Directors.
5.03 President. The Provost at the University shall serve as President of the Foundation.
5.04 Executive Director. The President may appoint an Executive Director who shall report directly to the President and shall be responsible to the Board of Directors. Duties of the Executive Director are described in Section 5.09. If the President does not appoint an Executive Director the President will serve in that capacity.
5.05 Secretary. The Board will elect the Secretary, who need not be a member of the Board. The Secretary must be a current employee of Texas State University. The Secretary will be responsible for taking and maintaining minutes of all Board meetings as well as for maintaining corporate records books, and for other duties as assigned by the Board of Directors.
5.06 Treasurer. The Board will elect the Treasurer, who need not be a member of the Board. The Treasurer must be a current employee of Texas State University. The Treasurer will serve as chief financial officer for the Foundation. The Treasurer will review monthly balance sheets prepared by the Executive Director, ensure that an annual budget is prepared and approved by the Board, arrange for annual audits the Foundation, and timely prepare and file Federal tax returns and other required reports to the state or other entities.
5.07 Secretary and Treasurer terms. The Secretary and Treasurer will serve without fixed terms, at the pleasure of the board.
5.08 Vacancies. If the office of any officer becomes vacant for any reason, the Board will elect a replacement to fill the vacancy.
5.09 Duties of the Executive Director.
a. The Executive Director shall have and exercise general control and supervision over the financial and business affairs of the Foundation and shall perform such other duties and exercise such other powers as may be assigned to him by the Board. The Executive Director shall report directly to the President of the Foundation, and be responsible to the Board for the operation of all business and financial dealings of the Foundation. The Executive Director may be either:
1. an employee of the Foundation who receives compensation for services directly from the Foundation, or
2. an employee of Texas State University.
b. The Executive Director shall make an annual report to the Board with respect to the Foundation’s property and business activities, and shall provide information to the Board of Directors as requested from time to time for review and consideration by the Board.
c. The Executive Director, Treasurer, and Secretary of the Foundation may be compensated for their services at a rate determined and set by the Board of Directors.
5.10 In accordance with the System’s Rules and Regulations, any employee of the University who serves in a management or decision-making position with the Foundation or who renders services of any kind whatsoever to the Foundation, shall receive no salary or benefit for such service unless the receipt of such salary or benefit has been approved by the Board of Regents.
5.11 The Foundation hereby indemnifies and holds harmless Texas State University against any and all loss, cost, or expenses, including but not limited to court costs and attorney fees, arising by virture of any and all operations and activities of the Foundation. All officers are subject to the University Not-for-Profit Organization Management Indemnity Policy.
6.01 Standing or ad hoc committees. The Board may establish standing or ad hoc committees as the Board may determine to be necessary or advisable and such committees shall have the powers and duties prescribed to them by the Board.
6.02 An act or authorization. An Act, or authorization of an act, by any committee created by the Board, within the authority delegated to it, shall be as effective as though the act were performed, or authorized to be performed, by the Board.
6.03 Executive Committee. The Board may, by resolution, establish an Executive Committee to supervise the immediate operation of the Foundation and resolve problems that may arise between meeting dates of the Board.
a. The Executive Committee shall be empowered with the authority given it by the Board, and shall exercise the authority given by the Board in dealing with matters that may arise between meeting dates of the Board.
b. The Executive Committee shall not have authority to recommend or elect Directors or to remove from office any officers or committee members appointed by the Board.
6.04 Committee members. Members of committees established by the Board of Directors need not be members of the Board and shall serve such terms as determined by the Board.
7.01 Purpose. The Board may transact any and all business of the Foundation, including the appointment of members of the Board, ratification of acts of the Board undertaken since the last meeting, ratification of acts of committees undertaken since the last Board meeting, and changes to the Foundation’s Bylaws.
7.02 Place of meetings. Meetings of the Board shall be held at the principal office of the Foundation or at any such other place as chosen by a majority of the Board.
7.03 Business meeting. Regular Board meetings shall be held at least twice each calendar year. Special meetings may be called as needed to conduct the Foundation’s business. The Chair or the Executive Director shall give notice of regular annual meetings of the Board no less than five business days in advance of such meeting, and no less than two days in advance of special meetings.
7.04 Special meetings. Requests for special meetings shall be given in writing to the Chair and shall state the purpose for the special meeting.
7.05 Special meeting business. At a special meeting of the Board, the
business transacted shall be limited to that which has been stated in the notice of the meeting provided to the members of the Board, unless a majority of the members of the Board agree to consider the additional business.
7.06 Quorum. If a number of members of the Board constituting a majority of the Board are present in person, a quorum shall exist for conducting the meeting. A valid meeting cannot be held if a quorum does not exist. The quorum must exist when the meeting is called, and will not be invalidated if some members of the Board leave before the meeting is adjourned.
7.07 Majority vote. At a duly called meeting with a quorum, the vote of the majority
of the Directors present shall determine the passage of any Foundation resolution or other business matter.
7.08 Vote by proxy. Each director shall have one vote and each director may cast his or her vote on any question. In the absence of any director, another director may cast the absentee director’s vote on that question only upon presentation of a signed proxy letter from the absentee director. For purposes of the quorum, a signed proxy letter on at least one question to be decided at that meeting shall substitute for physical presence of that director at that meeting.
7.9 Chair presides. The Chair of the Board or the Chair’s designee shall preside over all meetings.
7.10 Meeting participation. One or more directors may participate in a meeting of the Board by means of telephone, internet, videoconference, or other communication means, provided that the directors have access to all documents, visual aids, and discussion presented at the meeting, as well as full opportunity to participate in discussion of matters transacted at the meeting to the extent he or she desires.
7.11 Action without a meeting. The Board may take action without a meeting if a written consent, stating the action to be taken, is signed by the number of directors necessary to take that action at a meeting at which all of the directors are present and voting. The consent must state the date of each director’s signature.
8.01 Endorsing instruments. All checks, drafts, bills of exchange, notes, or other instruments or orders payable to the Foundation may be endorsed for deposit to the credit of the Foundation, by such officer or officers, person or persons, as the Board may from time to time designate by resolution.
8.02 Depositing funds. The Foundation will place all of its funds in one or more accounts at Texas State University and will not establish or maintain an account outside the university unless specifically directed by the Board.
9.01 Contract approval. The Board of Directors may authorize any officer or officers, agent or agents, in the name of and on behalf of the Foundation, to enter into, to execute, and to deliver deeds, bonds, mortgages, contracts, and other obligations or instruments that do not exceed $250,000. Approval by a majority of the Board of Directors shall be required for any transaction exceeding $250,000.
10.1 Amendments. These bylaws may be amended, revised, or repealed upon majority vote by the Directors, at any meeting called for that purpose, subject to approval by the Board of Regents, The Texas State University System.
10.2 Legal construction. To the greatest extent possible, these bylaws will be construed to conform to all legal requirements and all requirements for obtaining and maintaining all tax exemptions that may be available to nonprofit corporations.
10.3 Dissolution. If the Foundation dissolves, it will first make full payment of its debts and obligations. Then, the Board will distribute remaining assets to Texas State University, a state agency described in Section 170(c)(1) of the Internal Revenue Code, to be used exclusively for public purposes.
These bylaws were adopted at The Texas State University System Board of Regents meeting held on