Section 1. Composition
The Foundation Board is composed of elected directors and ex-officio directors.
Elected Members – There shall be no fewer than fifteen (15) or more than fifty (50) elected members in accordance with the nominations and election procedures specified in these Bylaws.
Ex-officio Directors – The Ex-officio Directors are full voting members of the Board and are:
- President of the University of North Florida
- One appointee of the Chair of the University of North Florida Board of Trustees
- President of the UNF Osprey Club Athletic Director’s Cabinet
- President of the UNF Alumni Association
- The President of the Faculty Association
- President of the Student Government Association
– The Directors may from time to time, acting by majority vote, establish special categories of membership in the Foundation for the purpose of honoring persons for contributions, service or achievements. The qualifications for special membership for each category shall be determined by the Directors as they deem necessary for the benefit of the Foundation and the University. Special members shall have no vote in meetings of the Foundation’s members or Directors except as specifically provided in these bylaws.
Section 2. Terms of Office
A. Elected Directors – Each elected Director will serve a three year term commencing immediately following election and continuing through the annual meeting of their third year of service. Terms are renewable upon recommendation of the Governance Committee.
B. Ex-officio Directors – An Ex-officio Director will serve so long as he or she holds the office or the position which resulted in placement on the Foundation Board.
C. Election – The Board shall elect new members to fill vacant terms at the annual meeting of the Directors to be held in the spring of each year. Directors may elect additional members at any other regular or special meeting of the Directors as provided in these Bylaws. Nominations for Directors shall be made by the Governance Committee, as provided in Article IV of the Bylaws.
D. Resignation – A Director may resign at any time by submitting a written resignation to the Chair.
E. Removal – An elected Director may be removed by a two-thirds vote of the Board members present and voting, whenever in the Board’s judgment the interests of the Foundation would be best served. Any Director may be removed for cause by the University President after consultation with the Foundation Chair, Board members and the Executive Director.
F. Vacancies – Vacancies occurring during a term may be filled by the Board at any regular or special meeting of the Directors, upon the recommendation of the Governance Committee, as provided in Article IV of the Bylaws.