Chair and Vice Chair. The Nominating and Governance Committee shall nominate from among the directors a Chair and a Vice Chair of the Board of Directors, and at each December meeting, the Board of Directors shall elect from among the directors a Chair and Vice Chair. The Chair and Vice Chair shall each serve for a term of two (2) years but may serve no more than two (2) consecutive terms in each such office. The Chair and Vice Chair’s terms shall commence on the first day of the Corporation’s fiscal year following the meeting at which the Chair and Vice Chair are elected. The Chair shall preside at all meetings of the Board of Directors and perform such other duties incident to the office and as may be directed by the Board of Directors. In the absence of the Chair, the Vice Chair shall preside at any meeting of the Board and otherwise perform the duties of the Chair. In the event that the office of the Chair shall become vacant for any reason, the Vice Chair shall assume the duties of the Chair until the next meeting of the Board, at which time the Vice Chair shall be confirmed to complete the unexpired term of the Chair. In the event the office of the Vice Chair becomes vacant for any reason, the Chair shall appoint a director to fill the vacancy until the next meeting of the Board, at which time a successor Vice Chair shall be elected to fulfill the unexpired term. The Chair and Vice Chair may be removed from office at any time with or without cause by a majority vote of the directors (other than the Chair and/or Vice Chair to be so removed).
Ex Officio Directors
The persons serving in the following positions shall be designated as ex officio directors of the Corporation: (a) the Dean of the UNC School of Medicine; (b) the President of UNC Health Care; and (c) the President of the Corporation. Notwithstanding the above limitations to ex officio directors, the Dean of the UNC School of Medicine shall be a full voting member of the Board, shall be counted for purposes of establishing a quorum of the Board, and shall serve on the Executive Committee.
The Role of a Director
Board members are partners with the dean of the School of Medicine, the president of UNC Hospitals, the president of The Medical Foundation and the Foundation’s fundraising staff. Together their role is to increase private support for the School and Hospitals. The Board of Directors is a governing board with fiduciary responsibility, and board members act as philanthropists, advocates and advisors.
Specifically, board members are expected to:
1. Serve a term of three years, beginning on the first day of each fiscal year (July 1) and renewable for three consecutive terms.
2. Attend bi-annual and committee meetings. Members may attend by teleconference if necessary.
3. Help secure new private resources. Members might help by identifying potential new donors to the School of Medicine or UNC Health Care, or cultivating potential new donors through meaningful gatherings and other forms of communication.
4. Be informed advocates. Members will become informed by presentations at the bi-annual meetings, and, through accessing means available to them throughout the year, such as websites and readily accessible media. Members advocate to influential friends and decision makers the importance of public and private revenues to the School of Medicine and UNC Health Care.
5. Make an annual gift. In addition to any other gifts or pledges in areas of particular interest, board members make annual unrestricted gifts to the Loyalty Fund (for School of Medicine alumni), the UNC Health Care Annual Fund (for non-alumni), or the Carolina Medical Friends and Families Fund (non-alumni and parents) at the Chancellor’s Club level of $2,000.
6. Serve on a standing committee or task force as requested.
Officers of the Corporation
President shall be appointed by the Board pursuant to a recommendation by the Executive Committee and the Dean of the UNC School of Medicine, and shall have and exercise general charge and supervision of the affairs of the Corporation, including the day-to-day management of the staff of the Corporation.
Vice President. The Board of Directors may appoint one or more Vice Presidents who shall perform those duties as the Board of Directors may designate.
Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of the Board of Directors.
Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, including disbursements, and shall receive and give receipts for money due and payable to the Corporation from any source whatsoever.
