BYLAWS OF THE UCLA FOUNDATION

Transcription

1 BYLAWS OF THE UCLA FOUNDATION AMENDED AND RESTATED December 1, 2014

2 BYLAWS OF THE UCLA FOUNDATION TABLE OF CONTENTS ARTICLE I NAME... 1 ARTICLE II OFFICES... 1 Section 1. Principal Executive Office Section 2. Other Offices ARTICLE III PURPOSES AND POWERS... 2 Section 1. Purposes Section 2. Mission Section 3. Powers... 2 Section 4. Dedication of Assets ARTICLE IV BOARD OF DIRECTORS... 5 Section 1. Duties and Powers Section 2. Composition Section 3. Fees and Compensation Section 4. Qualifications for Membership on the Board of Directors Section 5. Manner of Selection of Directors Nomination Election Vacancies Section 6. Ex Officio Directors Section 7. Term of Office Section 8. Ethics and Conflicts of Interest... 9 Section 9. Removal with Cause Section 10. Removal without Cause Section 11. Meetings Section 12. Special Meetings Section 13. Notice and Place of Meetings Section 14. Action at a Meeting; Quorum and Required Vote Section 15. Meetings by Conference Telephone Section 16. Special Meetings by Electronic Mail Section 17. Validation of Defectively Called or Noticed Meetings Section 18. Adjournment ARTICLE V COMMITTEES Section 1. Appointment of Standing and Special Committees Section 2. Composition Section 3. Term of Office Section 4. Quorum and Voting Section 5. Standing Committees Executive Committee

3 5.2 Audit Committee Finance Committee Nominations & Governance Committee Philanthropy Committee ARTICLE VI DONOR STEWARDSHIP ARTICLE VII OFFICERS Section 1. Chair of The UCLA Foundation Section 2. Immediate Past Chair of The Foundation Section 3. Chair-Elect of The Foundation Section 4. Executive Vice President Section 5. Vice President-Development Section 6. Vice President-Finance/Chief Financial Officer and Treasurer Section 7. Executive Director/Secretary Section 8. Chief Investment Officer Section 9. Removal and Resignation Section 10. Vacancies Section 11. Bonding ARTICLE VIII MISCELLANEOUS Section 1. Inspection of Corporate Records Section 2. Representation of Shares of Other Corporations Section 3. Fiscal Year; Audit Section 4. Standing Orders Section 5. Indemnification of Agents of the Corporation; Liability Insurance Section 6. Support Group Policy ARTICLE IX AMENDMENTS TO BYLAWS... 20

4 BYLAWS OF THE UCLA FOUNDATION AMENDED AND RESTATED ARTICLE I NAME The name of this corporation is THE UCLA FOUNDATION ( The Foundation ). ARTICLE II OFFICES Section 1. Principal Executive Office. The principal executive office of The Foundation is hereby fixed and located at Wilshire Boulevard, Los Angeles, California The Board of Directors is hereby granted full power and authority to change from time to time said principal executive office from one location to another. Any such change shall be noted on these Bylaws by the Secretary, opposite this section, or this section may be amended to state the new location. Section 2. Other Offices. Other business offices may at any time be established by the Board of Directors at any place or places where The Foundation is qualified to do business. 1

5 ARTICLE III Section 1. Purposes. PURPOSES AND POWERS The Foundation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Law for public and charitable purposes to do the following: (a) Foster, encourage and promote the educational, scientific, literary, and charitable purposes of the University of California, Los Angeles ( UCLA ); (b) Promote philanthropy in support of UCLA; (c) Provide fiduciary oversight as to investment of assets managed for UCLA s benefit; (d) Determine the endowment spending policies (payout); (e) Provide advice and counsel to the Chancellor of UCLA regarding matters affecting UCLA and advancement of its mission; (f) Engage in and carry on any other activity in any manner connected with or incidental to, or calculated to promote, assist, aid or accomplish any of the aforesaid purposes. Section 2. Mission. The mission of The UCLA Foundation is to actively promote philanthropy and manage donated resources for the advancement of UCLA. Section 3. Powers. In furtherance of the purposes hereinabove set forth, The Foundation shall have and shall exercise, subject to any limitations contained in its Articles of Incorporation, these Bylaws, applicable law or applicable policy statements issued from time to time by the University of California ( University ) or UCLA relating to University or UCLA support groups, all powers of a natural person and all other rights, powers and privileges now or hereafter belonging to, or conferred upon, corporations organized under the provisions of the California Nonprofit Public Benefit Corporation Law (California Corporations Code Section 5310 et seq.), including without limitation, the power to do the following: (a) Adopt, make, use and at will alter, a corporate seal, but failure to affix such seal shall not affect the validity of any instrument; 2

6 (b) Adopt, amend, and repeal Bylaws; (c) Qualify to conduct its activities in any other state, territory, dependency or foreign country; (d) Issue, purchase, redeem, receive, take or otherwise acquire, own, sell, lend, exchange, transfer or otherwise dispose of, pledge, use and otherwise deal in and with real and personal property, capital stock, bonds, debentures, notes and debt securities, and money market instruments of its own or others; (e) Pay pensions, and establish and carry out pension, deferred compensation, saving, thrift and other retirement, incentive and benefit plans, trusts and provisions for any or all of its Directors, officers, employees and persons providing services to it or any other subsidiary or related or associated corporation, and to indemnify and purchase and maintain insurance on behalf of any fiduciary of such plans, trusts, or provisions; (f) Make donations for the public welfare or for community fund, hospital, charitable, educational, scientific, civic, religious or similar purposes; (g) Assume obligations, enter into contracts, including contracts of guaranty or suretyship, incur liabilities, borrow or lend money or otherwise use its credit, and secure any of its obligations, contracts or liabilities by mortgage or pledge, or otherwise encumber all or any part of its property and income; (h) Participate with others in any partnership, joint venture or other association, transaction or arrangement of any kind, whether or not such participation involves sharing or delegation of control with or to others; (i) (j) Act as a trustee under any trust incidental to the principal objects of The Foundation, and receive, hold, administer, exchange, and expend funds and property subject to such trust; Receive endowments, devises, bequests, gifts, and donations of all kinds of property for its own use, or in trust, in order to carry out or to assist in carrying out, the objects and purposes of The Foundation and to do all things and acts necessary or proper to carry out each and all of the purposes and provisions of such endowments, devises, bequests, gifts and donations with full power to mortgage, sell, lease, or otherwise deal with or dispose of the same in accordance with the terms thereof. 3

7 Section 4. Dedication of Assets. This corporation is organized and shall be operated exclusively for educational, scientific and charitable purposes (meeting the requirements for exemption provided for by California Revenue and Taxation Code Section 214), within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and Section 23701d of the California Revenue and Taxation Code, as amended. The property, assets, profits and net income of this corporation are irrevocably dedicated to said scientific, charitable and educational purposes (meeting the requirements for exemption provided for by California Revenue and Taxation Code Section 214), and no part of the profits or net income of this corporation shall ever inure to the benefit of any trustee, officer, or to any individual. Upon the dissolution or winding up of this corporation, the assets remaining after payment of, or provision for payment of, all its debts and liabilities, to the extent not inconsistent with the terms of any endowment, devise, bequest, gift or donation, shall be distributed to UCLA, if UCLA is then in existence, and if UCLA is not then in existence, to the University of California, if the University is then in existence, and if the University of California is not then in existence, to an organization which is organized and operated exclusively for scientific, charitable or educational purposes (meeting the requirements for exemption provided for by California Revenue and Taxation Code Section 214), and which is exempt from taxation under Section 23701d of the California Revenue and Taxation Code, as amended (or the corresponding provision of any future California revenue law) and Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States internal revenue law) or to the federal government or to a state or local government. Notwithstanding any other provision of these Bylaws, The Foundation shall not carry on any activities not permitted to be carried on: (a) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States internal revenue law); or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States internal revenue law). No substantial part of the activities of The Foundation shall consist of the carrying on of propaganda or otherwise attempting to influence legislation, nor shall The Foundation participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for political office. 4

8 ARTICLE IV BOARD OF DIRECTORS Section 1. Duties and Powers. The Board of Directors shall be the governing body of The Foundation. The Board of Directors shall manage the activities and affairs of The Foundation and have the full authority to act thereon, except as limited by law and the Articles of Incorporation. Subject to any limitations of law or the Articles of Incorporation, the Board of Directors shall manage and carry out the fiduciary responsibility vested in it by these Bylaws and in so doing shall have all the rights, powers and authority of the board of directors of a corporation. Notwithstanding any other provision of these Bylaws, the Board of Directors is vested with the full fiduciary responsibility for the following: (a) the prudent management and investment of and accountability for the assets of The Foundation; (b) the provision of volunteer leadership consistent with campus-wide development activities; (c) the adoption of The Foundation s annual budget; (d) the approval of the campus endowment spendable income rate; (e) the provision of advice and counsel to the Chancellor regarding matters affecting UCLA and the advancement of its mission; (f) the power to approve self-dealing transactions in accordance with state and federal laws; (g) the power to issue checks, drafts and other orders for the payment of money, notes or other evidence of indebtedness and to receive the same on behalf of The Foundation, with such signature or endorsement authority as the Board of Directors determines; (h) the power to authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name, and on behalf, of The Foundation; (i) the adoption of appropriate policies for the investment and management of funds, for the conduct of audits, for the acceptance and management of planned gifts, for the grant and allocation of Foundation funds; 5

9 (j) the election of persons to the various posts as provided in these Bylaws; (k) the election of the Board of Directors of The Foundation; (l) the disposal of any assets of The Foundation; (m) the approval of a merger or dissolution; (n) the amendment or repeal of the Articles of Incorporation or the Bylaws of The Foundation. Section 2. Composition. The Board of Directors shall have not fewer than twenty-one (21) nor more than thirty-five (35) members, the exact number to be fixed from time to time by resolution of the Board of Directors. Any other provision of these Bylaws notwithstanding, at no time shall more than forty-nine percent (49%) of the persons serving on the Board of Directors be any of the following: (i) persons compensated by The Foundation for services rendered within the previous twelve (12) months (whether as an employee, contractor or otherwise); or, (ii) the spouse; an ancestor, sibling or descendant to the first degree of consanguinity; or any person married to such relative of any person so compensated; or (iii) University employees. Section 3. Fees and Compensation. Directors shall not receive compensation for their services as such. Directors may, however, be reimbursed for reasonable out-of-pocket expenses incurred by them in the performance of their duties as Directors. Section 4. Qualifications for Membership on the Board of Directors. With the exception of University staff paid for their Foundation service and those who serve on the Board ex officio as representatives of other campus groups or organizations, all Directors shall be individuals who have demonstrated: (a) significant past and pledged future personal contributions of financial resources to UCLA at least at the minimum level approved annually by the Board of Directors following a recommendation from the Executive Committee; (b) a commitment to continued financial support for UCLA at least at the minimum annual level as specified by the Board of Directors; and 6

10 (c) a commitment to volunteer participation and leadership in support of UCLA and The Foundation. Section 5. Manner of Selection of Directors. 5.1 Nomination. All candidates for election to the Board of Directors shall be nominated by the Nominations & Governance Committee. Exceptions include candidates for the office of Chair-Elect of The Foundation (who shall be nominated by an ad hoc committee as described under Article VII, Section 3). In selecting candidates for nomination, the Nominations & Governance Committee shall use its best efforts to reflect the diversity of UCLA s community and constituencies, as well as the breadth of academic areas from across the campus. 5.2 Election. Elections to the Board of Directors shall be held at least annually. One-half of the Board of Directors (other than ex officio Directors) shall be elected in each year, to hold office for the term specified herein. Directors shall be elected by majority vote of the Directors in attendance in person at the meeting held to conduct such election, provided that a quorum is present, or by a majority vote of mail written ballots, provided the requisite number of votes are cast (as provided in Section 14 of this Article). The Board of Directors shall vote upon the nominations submitted by the Nominations & Governance Committee. 5.3 Vacancies. A vacancy on the Board of Directors may be filled by the Board of Directors at its next regular meeting. If such vacancy reduces the number of Directors to less than 21, the Chair may authorize a special election. Section 6. Ex Officio Directors. Persons in the following positions are designated ex officio members of the Board of Directors, to serve until their successors take office: (a) Chair of The Foundation; (b) Chair-Elect of The Foundation; (c) Immediate Past Chair of The Foundation; (d) Chair of The Foundation Audit Committee; 7

11 (e) Chair of The Foundation Finance Committee; (f) Chair of The Foundation Philanthropy Committee; (g) Chair of the University Campaign Committee (during any campus-wide UCLA fundraising campaign); (h) Chair of the UCLA Investment Company; (i) (j) Chair of the UCLA Alumni Association; The Alumni Regent or Alumni Regent-Designate from UCLA; (k) Chair of the UCLA Fund; (l) Chancellor of UCLA; (m) Vice Chancellor Finance/Chief Financial Officer of UCLA; (n) Executive Vice President of The Foundation; (o) Vice President Development of The Foundation; (p) Vice President Finance/Chief Financial Officer and Treasurer of The Foundation; (q) Executive Director/Secretary of The Foundation; (r) Chief Investment Officer of the UCLA Investment Company. Section 7. Term of Office. Elected members of the Board of Directors shall serve for a two-year term and may be re-elected for not more than two additional consecutive two-year terms (totaling six consecutive years of service). Individuals who have served the maximum number of consecutive elected terms on the Board of Directors shall be ineligible for election to the Board of Directors for a period of one year following the end of their most recent service on the Board of Directors; and thereafter will be eligible to serve again. Ex officio members of the Board of Directors shall serve so long as they hold the positions that qualify them as members. Time served as a committee chair is not included in the six-year maximum number of allowable years served as a Director. No Director may serve more than ten consecutive years on the Board. Exceptions include an individual who has been elected Chair-Elect of The Foundation (allowing the Chair-Elect to serve his or her full terms as Chair-Elect, Chair and Immediate Past Chair) and an individual currently serving as chair of the UCLA Investment Company. 8

12 Section 8. Ethics and Conflict of Interest. Directors shall adhere to every ethics policy adopted by the Board of Directors, including without limitation is policy regarding conflicts of interest, and shall provide any periodic affirmation or disclosure statement required by such policy. Section 9. Removal with Cause. At the recommendation of the Executive Committee, the Board of Directors may remove from office by majority vote a Director who has been declared of unsound mind by final order of court, or convicted of a felony or found by final order of a court to have violated a duty under Article 3 of the Nonprofit Public Benefit Corporation Law. Failure to attend three meetings within a 12 month period may be grounds for removal for any Director who is not a University employee. Section 10. Removal without Cause. At the recommendation of the Executive Committee, any elected Director may be removed from office without cause by vote of a majority of the Directors then in office. A Director who serves by virtue of holding an office in University employment may be removed only by the Chancellor. Section 11. Meetings. Meetings of the Board of Directors shall be held at such times and at such places as the Chair may determine, but in no event fewer than four (4) times during each fiscal year of The Foundation. Notice of such regular meetings shall be given pursuant to the provisions of these Bylaws. Actions may be taken without a meeting of the Board of Directors if members unanimously consent thereto in writing. Such consents shall be filed with the minutes of the proceedings of the Board of Directors, and shall have the same force and effect as an action taken at regularly noticed meetings of the Board of Directors. Section 12. Special Meetings. Special meetings of the Board of Directors may be called for any purpose at any time by the Chair, the Immediate Past Chair, the Chair-Elect, the Executive Vice President, or any five Directors by delivering written notice to the Chair or Executive Vice President. Notice of special meetings shall be given pursuant to the provisions of these Bylaws for notice of regular meetings. 9

13 Section 13. Notice and Place of Meetings. Meetings of the Board of Directors shall be held at the place designated in the notice of the meeting. Whenever a notice of a meeting of the Board of Directors is required to be given, the Executive Director/Secretary shall cause notice of the meeting to be delivered by personal service, first-class mail, facsimile, or electronic mail to each Director. If notice is given by mail, it shall be sent, charges prepaid, addressed to the Director at his or her address appearing on The Foundation s records, or if it is not on these records or is not readily ascertainable, at the place where the regular meetings of the Board of Directors are held. Such notice shall be given not fewer than forty-eight (48) hours nor more than ninety (90) days before the date of the meeting to each Director. Such notice shall state the date, place and hour of the meeting and, whenever practical, the general nature of the business to be transacted. Any other business which properly comes before a meeting may be transacted, notwithstanding its omission from the notice of the meeting. Section 14. Action at a Meeting; Quorum and Required Vote. A majority of the total number of Directors then in office shall constitute a quorum for the transaction of business, except as expressly provided otherwise in the Articles of Incorporation, these Bylaws or by resolution of the Board of Directors. The Board of Directors shall not conduct business by proxy. A majority of those present in person at a duly held meeting with a quorum may perform any act or make any decision vested in the Board of Directors, unless a greater number, or the same number after disqualifying one or more Directors from voting, is required by law or The Foundation s Articles of Incorporation or Bylaws, and may continue to transact business notwithstanding the withdrawal of enough members to leave less than a quorum. Section 15. Meetings by Conference Telephone. Members of the Board of Directors may participate in any meeting of the Board of Directors or any committee thereof through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting in this manner shall constitute presence in person at such meeting. Section 16. Special Meetings by Electronic Mail. Meetings of the Board of Directors may be conducted by electronic mail using the procedure described in this Section. The notice given pursuant to Section 13 of a meeting to be conducted 10

14 by electronic mail shall contain the proposed action to be taken at the meeting and may be accompanied by other material pertaining to the proposed action. The notice shall include: (a) instructions to Directors to use the reply all electronic mail function to ensure that each Director participating in the meeting can communicate with all the other Directors concurrently; (b) notice that each Director may participate in all matters before the Board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by The Foundation; (c) a deadline for the conclusion of the period for discussion of any action proposed to be taken at the meeting, together with a deadline following that period before which all votes by Directors on that proposed action must be transmitted. Following a meeting by electronic mail, the Chair of The Foundation or his or her designee shall notify the Board of the number of Directors who participated in the meeting (determined either by participation in the pre-vote discussion or by the casting of a vote); that a quorum was thereby considered to be present; the number of votes cast in favor of the action; and the passage or failure of each action item. Section 17. Validation of Defectively Called or Noticed Meetings. The transactions of any meeting of the Board of Directors, however called or noticed or wherever held, shall be as valid as though transacted at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Directors not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice, signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. A waiver of notice need not specify the purpose of any regular or special meeting of the Board of Directors. All such waivers, consents or approvals shall be filed with The Foundation s records or made a part of the minutes of the meeting. Section 18. Adjournment. A majority of the Directors present in person, whether or not a quorum is present, may adjourn any meeting to another time and/or place. Notice of the adjournment to another time or place shall be given a reasonable time prior to the time of the continuation of the adjourned meeting to the Directors who were not present at the time of the adjournment. 11

15 ARTICLE V COMMITTEES Section 1. Appointment of Standing and Special Committees. The Board of Directors shall create the Standing Committees specified herein, and may create such other standing or special committees, and may delegate to each committee such authority to act on behalf of the Board of Directors, to the extent permitted by law, as the Board deems appropriate. All committees of the Board shall serve at the pleasure of the Board of Directors, and shall have such powers, functions, and responsibilities as shall be conferred by these Bylaws or by resolutions of the Board. Each committee shall report all actions taken, at the next regular meeting of the Board of Directors. Section 2. Composition. All committees must include at least two Directors, and all members of the Audit, Finance and Nominations & Governance Committees shall be Directors. The Chair, the Chair-Elect, the Immediate Past Chair, the Executive Director/Secretary and the Executive Vice President shall be members of each committee except the Audit Committee. Including the chair of the committee, committee membership shall include at least five members but no more than 15. All committee members and committee chairs shall be nominated by the Chair of The Foundation or the Chair-Elect in years when one is so serving. All committee appointments shall be approved by the Board. Committee chairs shall be current or past members of the Board of Directors or a Foundation committee. Section 3. Term of Office. Committee chairs shall serve two-year terms and may be eligible for re-appointment to one additional two-year term (totaling four consecutive years of service). Committee members shall serve one-year terms. Each committee shall disband at the end of each fiscal year and be reformed by the Chair of The Foundation at the beginning of the subsequent fiscal year. Committee members are limited to a maximum of six consecutive years of uninterrupted service unless granted an exception by the Executive Committee. All Foundation officers and committee chairs are exempt from this committee term limit provision. Individuals who have served the maximum number of consecutive years of appointment to a committee shall be ineligible for reappointment for a period of one year following the end of their most recent service on the committee, and thereafter will be eligible to serve again. 12

16 Section 4. Quorum and Voting. The presence of a majority of committee members shall constitute a quorum. A majority of those present at a duly held meeting with a quorum may perform any act or make any decision vested in the committee, unless a greater number, or the same number after disqualifying one or more members from voting, is required by law or The Foundation s Articles of Incorporation or Bylaws, and may continue to transact business notwithstanding the withdrawal of enough members to leave less than a quorum. With respect to decisions exercised within the Board-delegated authority to legally bind The Foundation, (a) a majority of the committee members must vote in favor of the action, and (b) a majority of Directors in attendance must be in the majority. Section 5. Standing Committees. The following shall be Standing Committees of the Board of Directors, with such members and functions as are described in these Bylaws or as otherwise designated by resolution of the Board of Directors: 5.1 Executive Committee. The Executive Committee shall consist of the Chair of The Foundation, the Chair-Elect, the Immediate Past Chair, the chairs of the UCLA Investment Company, the Audit Committee, the Finance Committee and the Philanthropy Committee, the Chancellor, Executive Vice President and Executive Director. The Executive Committee shall set the agenda for the Board of Directors; nominate the Chair-Elect after receiving the recommendation of an ad hoc committee described in Article VII (Section 3); recommend for the Board s approval any action related to rights reserved for The Foundation as Member of the UCLA Investment Company; and, to the extent allowed by law and not otherwise restricted by resolution of the Board of Directors from time to time, shall have all the authority of the Board of Directors. For any actions voted on by the Executive Committee, a majority of the members who are not University employees must vote with the majority for the action to be approved. The Chair may invite other Directors to participate in Executive Committee meetings as appropriate to the agenda, but these individuals shall not hold voting privileges. The Vice President-Development, Vice President-Finance/Chief Financial Officer and Treasurer of The Foundation, Chief Investment Officer, Vice Chancellor-Finance/Chief Financial Officer of UCLA and the chair or cochair of the University Campaign Committee (during a campus-wide fundraising campaign) may be standing guests. The Executive Committee shall review proposals to amend or revise the Bylaws and shall review the annual Ethics and Conflict of Interest Statements filed by Directors. 13

17 5.2 Audit Committee. The Audit Committee shall include no officers of The Foundation, and members will be appointed by the Board of Directors. Individuals who are also members of the Finance Committee may not comprise a majority of the Audit Committee. The Audit Committee shall make recommendations to the Board of Directors with respect to the engagement or discharge of The Foundation s independent auditors, and shall review with the independent auditors the plans, scope, and results of the audit engagement. 5.3 Finance Committee. The Finance Committee shall include the Vice President-Development and Vice President- Finance/Chief Financial Officer and Treasurer. The chair of the Audit Committee may not serve as a member of the Finance Committee. The Finance Committee shall consider and make recommendations on all financial aspects of The Foundation not specifically assigned to the Audit Committee or the UCLA Investment Company, including budget and risk management. These shall include, but not be limited to, spending policies and budgets for The Foundation s General Fund. 5.4 Nominations & Governance Committee. The Nominations & Governance Committee shall include no less than five but no more than 15 members, including all the officers of The Foundation and the chairs of the Audit, Finance and Philanthropy Committees. The Committee shall be alternately chaired by the Immediate Past Chair of The Foundation and in years that one exists, chaired by the Chair-Elect of The Foundation. Remaining members shall be current Directors. Functions and responsibilities of the Nominations & Governance Committee shall include Director recruitment, board and leadership development and Foundation governance. In selecting candidates for nomination, the Nominations & Governance Committee shall use its best efforts to reflect the diversity of UCLA s community and constituencies, and to allow for appropriate representation of campus units. The Nominations & Governance Committee shall submit Director-nominee slates to the Board of Directors for approval. 5.5 Philanthropy Committee. The Philanthropy Committee shall include the Vice President-Development. The Philanthropy Committee shall engage in activities designed to promote a culture of philanthropy on the campus, introduce potential donors to UCLA, and serve as philanthropic role models themselves. In addition, the committee shall advise the Development department of External Affairs on issues relating to donor engagement, stewardship, and recognition issues. The chair of the University Campaign Committee or his or her designee may be standing guests (during any campus-wide UCLA fundraising campaign). 14

18 ARTICLE VI DONOR STEWARDSHIP In consultation with Development staff, the Board of Directors shall authorize activities and the formation of groups for the specific purpose of engaging donors, promoting philanthropy to the campus, and creating stewardship opportunities that reinforce connections to UCLA. ARTICLE VII OFFICERS The Foundation shall have certain officers as set forth herein. The Foundation may also have such other officers as the Board of Directors may from time to time establish in order to conduct the business of The Foundation. Each officer of The Foundation shall have such authority and perform such duties as provided in these Bylaws or as the Board of Directors may from time to time prescribe. Such authority may be general or confined to specific instances and, unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind The Foundation by any contract or engagement or to pledge its credit or to render it liable for any purpose or any amount, except for contracts or commitments in the regular course of business of The Foundation executed by an officer within the scope of his or her authority. Section 1. Chair of The Foundation. The Chair of The Foundation shall be selected as provided in these Bylaws for a term of two years, and may not be reelected to a second consecutive term. The Chair shall be the chief executive officer of The Foundation, Chair of the Board of Directors, and Chair of the Executive Committee. A vacancy in the chairship shall be filled by the Chair-Elect or, if there is none, by special election of the Board of Directors. A staff Director shall not serve as Chair. Section 2. Immediate Past Chair of The Foundation. The Immediate Past Chair of The Foundation shall preside in the absence of the Chair at meetings of the Board of Directors and shall serve as Chair of the Nominations & Governance Committee in years in which there is no Chair-Elect. Section 3. Chair-Elect of The Foundation. The nominee for the office of Chair-Elect shall be selected in odd-numbered years by an ad hoc committee, under the direction of the Executive Committee, comprising all current officers 15

19 and any Directors who have previously held the position of President or Chair of The Foundation. The nominee for the office of Chair-Elect shall be selected from among the current or past members of the Board of Directors of The Foundation. The candidate shall be elected by the Board of Directors at the last meeting of the fiscal year before the one-year anniversary of the Chair s assumption of office. The Chair-Elect shall serve as Chair of the Nominations & Governance Committee. The Chair-Elect shall take office as Chair at the expiration of the Chair s term of office, or upon a vacancy in the office of Chair. Section 4. Executive Vice President. The Vice Chancellor-External Affairs of UCLA shall be Executive Vice President. Section 5. Vice President-Development. The Associate Vice Chancellor-Development of UCLA shall be Vice President-Development. Section 6. Vice President-Finance/Chief Financial Officer and Treasurer. The Chief Administrative Officer of UCLA External Affairs shall be Vice President-Finance/Chief Financial Officer and Treasurer, and shall serve as the chief financial officer of the UCLA Investment Company. Section 7. Executive Director/Secretary. The Executive Director/Secretary shall be appointed by the Executive Vice President of The Foundation in consultation with the Chair of The Foundation. The Executive Director/Secretary shall act as corporate secretary of The Foundation. Section 8. Chief Investment Officer. The Chief Investment Officer of the UCLA Investment Company shall be the Chief Investment Officer of The UCLA Foundation and shall oversee all investment activities of The UCLA Foundation. Section 9. Removal and Resignation. The Chair, Chair-Elect and Immediate Past Chair may be removed at any time with or without cause by the Board of Directors or by any officer upon whom the power of removal has been conferred by the Board of Directors. Without prejudice to the rights, if any, of The Foundation under any contract to which the officer is a party, any officer may resign at any time by giving written notice to The Foundation. Unless otherwise specified therein, any such resignation shall take effect at the date of the receipt of such notice. 16

20 A paid University staff officer may be removed from his or her Foundation position with cause following consultation with the Chancellor. Section 10. Vacancies. A vacancy occurring in any office shall be filled in accordance with the procedure for the regular election or appointment of that officer under these Bylaws, although the Chair may appoint a person to act as that officer in the interval of time reasonably required before a regular election can be held or a regular appointment made. Section 11. Bonding. The Board of Directors may, at The Foundation s expense, bond any officer for the faithful performance of his or her duties in such amount and with such surety or sureties as it may determine. ARTICLE VIII MISCELLANEOUS Section 1. Inspection of Corporate Records. The University and any Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of The Foundation. Such inspection may be made in person or by agent or attorney, and the right of inspection shall include the right to copy and make extracts. Section 2. Representation of Shares of Other Corporations. The Chair, the Vice President-Finance/Chief Financial Officer and Treasurer, the Chief Investment Officer, or another officer designated by the Board of Directors is authorized to vote, represent and exercise on behalf of The Foundation all rights incident to any and all shares of any other corporation or corporations standing in the name of The Foundation, unless the Board of Directors designates another person to exercise such rights, or unless the Bylaws of the other corporation otherwise provide. The authority herein granted may be exercised either in person or by proxy or power of attorney duly executed. Section 3. Fiscal Year; Audit. The fiscal year of The Foundation shall be from July 1 to June 30. The financial books and records of The Foundation shall be audited at least once during each fiscal year by reputable 17

21 and independent certified public accountants. Such audit shall be approved by the Board of Directors. Section 4. Standing Orders. Standing orders and rules of practice consistent with the Articles of Incorporation and the Bylaws may be prescribed from time to time by the Board of Directors in order to facilitate and expedite the conduct of the business of The Foundation. The Executive Director/Secretary shall keep such orders and rules, if any, in permanent written form, properly indexed, as part of the permanent records of The Foundation. Such orders and rules shall govern and control the administration of the activities and affairs of The Foundation as far as applicable. Section 5. Indemnification of Agents of the Corporation; Liability Insurance The Foundation shall indemnify any person who was or is a party or threatened to be made a party to any Proceeding (other than an action by or in the right of The Foundation to procure a judgment in its favor, an action brought under Section 5233 of the California Corporations Code, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in a charitable trust) by reason of the fact that such person is or was an Agent, against Expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of The Foundation, and, in the case of a criminal Proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in the best interests of The Foundation, or that such person had reasonable cause to believe that such person s conduct was unlawful This Foundation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of The Foundation or brought under Section 5233 of the California Corporations Code, or brought by the Attorney General or a person granted relator status by the Attorney General for breach of duty relating to assets held in a charitable trust, to procure a judgment in its favor by reason of the fact that such person is or was an Agent, against Expenses, actually and reasonably incurred by such person in connection with the defense or settlement of such action, if such person acted in good faith, in a manner such person believed to be in the best interests of The Foundation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances, except that no indemnification shall be made under this Subsection 5.2: (i) in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to The Foundation in the performance of such person s duties to The Foundation, unless and only to the extent that the 18

22 court in which such Proceeding is or was pending shall determine upon application that, in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for the Expenses which such court shall determine; (ii) of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or (iii) of Expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval unless it is settled with the approval of the Attorney General To the extent that an Agent of The Foundation has been successful on the merits in defense of any Proceeding referred to in Subsections 5.1 or 5.2 hereof or in defense of any claim, issue or matter therein, the Agent shall be indemnified against expenses actually and reasonably incurred by the Agent in connection therewith Except as provided in Subsection 5.3 hereof any indemnification under this Section 5 shall be made by The Foundation only if authorized in the specific case, upon a determination that indemnification of the Agent is proper in the circumstances because the Agent has met the applicable standard of conduct set forth in Subsection 5.1 or 5.2 hereof by: (i) a majority vote of a quorum consisting of Directors who are not parties to such Proceeding; or (ii) the court in which such Proceeding is or was pending upon application made by The Foundation, the Agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the Agent, attorney or other person is opposed by The Foundation Expenses incurred in defending any Proceeding may be advanced by The Foundation prior to the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of the Agent to repay such amount unless it shall be determined ultimately that the Agent is entitled to be indemnified as authorized in this Section No indemnification or advance shall be made under this Section 5 except as provided in Subsection 5.3 or clause (ii) of Subsection 5.4, in any circumstance where it appears: (i) that it would be inconsistent with a provision of the Articles of Incorporation of The Foundation, these Bylaws, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the Proceeding in which the Expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (ii) that it would be inconsistent with any condition expressly imposed by a court in approving a settlement The Foundation shall have power to purchase and maintain insurance on behalf of any Agent against any liability asserted against or incurred by the Agent in such capacity or arising out of the Agent s status as such whether or not The Foundation would have the power to indemnify the Agent against such liability under the provisions of this Section 5; provided, however that The Foundation shall have no power to purchase and maintain such insurance to indemnify any Agent for a violation of Section 5233 of the California Corporations Code. 19

23 5.8. For the purposes of this Section 5, (i) Agent means any person who is or was a Director, officer, member of a Foundation committee, employee, UCLA Foundation Governor, or other agent of The Foundation, or is or was serving at the request of The Foundation as a Director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a Director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of The Foundation or of another enterprise at the request of such predecessor corporation; (ii) Attorney General means the Attorney General of the State of California; (iii) Expenses includes without limitation, attorneys fees and any expenses of establishing a right to indemnification under Subsection 5.3 or clause (ii) of Subsection 5.4; and (iv) Proceeding means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative. Section 6. Support Group Policy. Notwithstanding any provision of these Bylaws to the contrary, The Foundation shall comply with University and UCLA policies relating to support groups as set forth in University and UCLA policy statements in effect from time to time. ARTICLE IX AMENDMENTS TO BYLAWS The Board of Directors may adopt, amend or repeal these Bylaws. Any proposed amendment, repeal or revision of these Bylaws shall be submitted in writing to the Executive Director/Secretary not fewer than fifteen (15) nor more than ninety (90) days prior to the meeting at which the same is to be considered. At least ten (10) days prior to such meeting, the Executive Director/Secretary shall mail or cause to be delivered copies of any such proposal to each Director in the manner provided in Section 12 of Article IV (relating to Notice and Place of Meetings) of these Bylaws. 20

24 AMENDED AND RESTATED June 25, 1997 April 22, 1998 April 11, 2001 June 19, 2002 February 18, 2004 June 17, 2004 September 12, 2005 December 8, 2005 June 13, 2006 December 7, 2006 June 12, 2007 April 8, 2008 June 11, 2008 October 13, 2008 June 2, 2011 September 26, 2011 April 23, 2012 December 2, 2013 June 2, 2014 December 1,