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Article V. Meetings and Quorum

Section 1. Regular Meetings

The Board will meet at least three (3) times a year, one of these being the annual meeting in the spring, no later than June 30, for the purpose of electing new board members and officers. The time and place of each regular meeting will be fixed by the Executive Director.

Written notice of regular meetings shall be provided to each Director not less than 7 days preceding any such meeting. Written notice may be provided via electronic transmission, facsimile or mail.

Section 2. Special Meetings

Special meetings of the Board may be called by the Chair of the Board or Executive Director, or by ten or more Directors, or by the University President.

Written notice of a special meeting shall be provided to each Director no less than 7 days preceding any such meeting and the agenda for special meetings shall be limited to matters listed in the written notice of the special meeting. Written notice may be provided via electronic transmission, facsimile or mail.

Section 3. Emergency Meetings

An emergency meeting of the Board may be called by the Chair, the Executive Director or the University President, upon no less than 24 hours’ notice, whenever, in the opinion of the Chair, Executive Director or University President an issue requires immediate Foundation Board action. Whenever such emergency meeting is called, the Secretary shall be notified and shall immediately serve either verbal or written notice upon each member of the Board, stating the date, hour and place of the meeting and purpose for which the meeting has been called. No other business shall be transacted at the meeting unless additional emergency matters are agreed to by a majority of those members in attendance. The minutes of each emergency meeting will show the manner and method by which notice of such emergency meeting was given to each member of the board.

Section 4. Committee Meetings

Committee Meetings may be called at the request of the Committee Chair, Board Chair or Executive Director and notice shall be provided consistent with Board meeting notice requirements.

Section 5. Quorum

One-third of all members eligible to vote shall constitute a quorum of any duly noticed meeting of the Board. One-third of a Committee will constitute a quorum at any meeting of a Committee.

Section 6. Public Notice

Public notice of any meeting of the Board or any Committee shall be made as required by Florida law.

Section 7. Telephonic Meetings

Meetings may be conducted by telephone, video conference or similar communication equipment, provided all persons participating in such meetings are able to communicate with each other. The notice of any meeting conducted by means of telephone or similar communication facilities will state where and how members of the public may access the meeting.

Section 8. Agenda

The agenda for every meeting of the Board shall be prepared by the Executive Director or the Executive Director’s staff. Minutes from the prior Board meeting and unanimously approved action items from committee meetings may be placed on the agenda as consent agenda items. Prior to the full Board meeting, the Foundation Chair, University President or Executive Director may choose to move a consent agenda item to the discussion section of the agenda. Likewise, at the time of the meeting any Foundation Board member may request that a specific item be moved to the discussion section of the agenda.

Section 9. Appearances before the Board

The Board shall allow for public comment during each Board and committee meeting. The public comment period shall be limited to individuals who wish to address an agenda item currently before the Board. The public comment period shall be limited to a total of fifteen (15) minutes. Comments by individuals who wish to address the Board concerning the agenda item shall be limited to three (3) minutes. Those requesting to speak shall be called upon on a first come first serve basis. A public comment period shall not be provided for when the Board meets by telephone conference call. The Chair is authorized to implement other reasonable procedures for the smooth and effective operation during the public comment period.