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Article XI. Miscelleneous

Section 1. Amendments

A. The Bylaws may be altered, amended, rescinded or repealed at any regular or special meeting of the Foundation Board by the affirmative vote of a majority of the members of the Foundation Board present and eligible to vote. Amendments to the Bylaws shall be subject to policies, rules or regulations which may be established by the Trustee Board or State.

B. The Articles of Incorporation of the Foundation may be altered or amended at any annual or special meeting of the Foundation Board by resolution approved by the affirmative vote of a two-thirds majority of the Foundation Board present and eligible to vote, subject to approval by the Secretary of State of the State of Florida as required by law. Written notice of any proposed amendment shall be mailed to each member of the Foundation Board not less than fifteen (15) days prior to any meeting at which such proposed amendment is to be considered, unless waived by a two-thirds vote of the Foundation Board. Amendments to the Articles of Incorporation shall be subject to policies, rules or regulations which may be established by the Trustee Board or State.

Section 2. Conflicts of Interest

The Foundation has adopted a Conflicts of Interest Policy which contains the following provisions:


A. No member of the Foundation Board, Executive Committee or other Foundation committee of volunteers shall knowingly take any action or make any statement intended to influence the conduct of a fellow Foundation Board member in such a way as to confer any financial benefit on such member or family member(s) or on any corporation in which he/she is an employee or has a significant interest as stockholder, director or officer.

B. In the event a matter comes before the full Foundation Board, Executive Committee or other Foundation committee of volunteers for consideration, recommendation or decision that raises a potential conflict of interest for any member of the Board or committee, the member shall disclose the conflict of interest as soon as he or she becomes aware of it, and shall personally recuse himself or herself from participation in any discussions of or vote on the matter. The disclosure or conflict of interest shall be recorded in the minutes of the meeting.

In all such cases, the Board must be satisfied that the contract or transaction is fair and reasonable at the time it is authorized by the Foundation Board or committee.

C. Each member of the Board, and all Board officers, committee members and the executive leadership of Foundation Support Organizations (e.g. Osprey Club, Alumni Association) shall annually complete a Declaration of Potentially Conflicting Interests form provided by the Executive Director. Members completing a form will update such form promptly as necessary to reflect changes during the course of the year. Completed forms should be returned to the Foundation Executive Director and will be subject to review by the Board Chair, Executive Director, Treasurer, the University General Counsel, and their designees, including outside legal counsel and audit staff.

Section 3. Nondiscrimination

The Foundation will not discriminate based on race, creed, color, religion, gender, age, national origin, sexual orientation, sexual identity, marital status, disability, political opinions or affiliations, or veteran status.

Section 4. Foundation Employees

By virtue of their employment by the Foundation, persons employed by the Foundation shall not be considered employees of the State of Florida.

Section 5. Parliamentary Authority

Robert's Rules of Order, Newly Revised shall be the parliamentary authority for all matters of procedure not specifically covered by the Bylaws or by specific rules of procedure adopted by the Foundation.

Section 6. Rules of the Trustee Board and State

The Articles of Incorporation and Bylaws shall be consistent with the applicable rules of the University and of the Trustee Board and State, including, but not limited to, the right of the University President to monitor and control the use of the resources of the University, including, but not limited to, the name of the University, and to monitor compliance of the Foundation with state and federal laws and rules of the Trustee Board and State.

The University President shall approve contribution of funds or supplements to support intercollegiate athletics and shall approve salary supplements and other compensation or benefits paid to University faculty and staff from Foundation assets, consistent with the Florida Board of Education’s policies. The University President may designate an individual who shall be a vice president of the University or other senior officer of the University reporting directly to the President to serve in this capacity. Determination of compensation of athletic personnel from Foundation assets may be made at the discretion of the University President and may not be delegated.

Section 7. Confidentiality of Foundation Documents

Foundation records, other than the auditor’s report, management letter, any information related to the expenditure of state funds, and any supplemental data requested by the Board of Governors, the Trustee Board, the Auditor General, and the Office of Program Policy Analysis and Government Accountability, are confidential and exempt from Florida public records laws. Upon receipt of a reasonable and specific request, the Foundation will provide all documents, not exempt from the Florida Public Records Law, which were requested. The Foundation will furnish this information in a format reasonably responsive to the request, at a reasonable cost to the requesting party. The Foundation will not, however, release any record or information that includes personal or financial information about a donor, prospective donor, alumnus, volunteer, or employee.