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Article III. Officers

Section 1. Titles

The Officers of the Foundation shall be a Chair, a Vice Chair, Executive Director, Secretary and Treasurer.

Section 2. Powers and Duties

A. Chair of the Board – The Chair of the Board will preside over all meetings of the Board and Executive Committee, and will have primary responsibility for the Foundation’s relationship with the university. The Chair shall serve as an ex-officio voting member of all Committees of the Board.

B. Vice Chair – The Vice Chair will preside at all meetings of the Board and Executive Committee in the absence or disability of the Chair, and will do and perform other duties as may be assigned by the Chair. In the event of a vacancy in the office of the Chair or the prolonged absence or disability of the incumbent of that office, the Vice Chair will also perform all duties of the Chair until the vacancy is filled, the incumbent resumes service, or a successor to the incumbent is elected by the Board, consistent with election procedures described in these Bylaws.

C. Executive Director – The University’s Vice President for Development and Alumni Engagement shall serve as the Executive Director of the Foundation Board, and shall be deemed appointed to serve until he or she is no longer employed as the Vice President for Development and Alumni Affairs. The Executive Director will be responsible for the day-to-day operations and management of the Foundation and shall accept gifts, revenues and assets on behalf of the Foundation. The Executive Director is also responsible for activities constituting effective and trustworthy stewardship of UNF Foundation assets. Further, The Executive Director shall be responsible for the general supervision of approved Foundation activities that are undertaken by the division of University Development and Alumni Engagement. The Executive Director shall report to the University President and shall work closely with and be accountable to the Foundation Board in the performance of his or her duties.

D. Secretary – The Foundation’s Executive Director shall serve as Secretary to the Foundation Board and shall be deemed appointed to serve until he or she is no longer employed as the Foundation’s Executive Director. The Secretary may delegate part of his or her duties to an Assistant Secretary. The Secretary will keep full and accurate minutes of all meetings of the Board, Executive Committee or other Board Committees, will transmit all notices required by these Bylaws, and perform other duties assigned by the Board or these Bylaws. The Secretary, or his or her designee, will have charge of all official records of the Foundation which will, at all reasonable times, be open to examination by any Director.

E. Treasurer – The University’s Vice President for Administration and Finance shall serve as the Foundation’s Treasurer, and he or she shall be deemed appointed to serve until he or she is no longer employed by the University as the Vice President for Administration and Finance. The Treasurer shall approve all day-to-day disbursements by the Foundation, have custody of all of the funds and financial records of the Foundation, disburse funds subject to all established procedures, keep full and accurate accounts of all funds, together with the report of the annual audit, serve as the liaison with the Foundation’s external auditors, present a financial report for the Foundation at each meeting of the Directors and file all financial reports required by Federal and Florida law, regulation, rule or established procedure.

Section 3. Selection of Elected Officers

A. The Board shall elect the Chair and Vice Chair at the annual meeting of the Directors to be held in the spring of each year. Nominations for elected offices shall be made by the Governance Committee, as provided in Article IV of the Bylaws.

B. Vacancies or Incapacity of elected Officers – In the event of a vacancy in the office of Vice Chair or in the event of a prolonged absence or the inability to perform duties, the Board Chair, in consultation with the Executive Director, may appoint a Board member to assume the duties of the Vice Chair temporarily or for the remainder of the term.

C. Resignation and Removal – An Officer may resign at any time by giving written notice to the Board, the Chair or the Secretary of the Foundation. Any such resignation shall take effect at the time specified therein or, if no time is specified therein, upon its acceptance by the Board. An elected Officer may be removed from office by a two-thirds vote of Board members present and voting whenever in the Board’s judgment the interests of the Foundation would be best served. Ex-officio Officers may be removed at any time by the President of the University and the President shall have the sole authority to change the incumbent of any University position even if that results in a change to the individual serving as an Officer of the Foundation.