Board Composition and Recruitment
The Board of Directors shall be elected by the Board of Directors of the James B. Hunt, Jr. Institute for Educational Leadership and Policy, a part of the University of North Carolina (the “Institute”). There shall not be less than one (1) nor more than thirty-one (31) members of the Board of Directors. Directors of the Foundation need not be residents of the State of North Carolina. Each director of the Foundation must also be a director of the Institute. Once an individual no longer qualifies or serves as a director of the Institute for any reason, he or she is deemed to have resigned as a director of the Foundation effective immediately.
Each director shall serve until he resigns, dies, is removed or is otherwise unable to serve.
Morehead-Cain Scholarship FundNumber, Tenure, and Qualification. The corporation shall be governed by a Board of Directors consisting of thirteen (13) Directors. Each Director shall be a natural person. Two Directors (“appointed” Directors) may be appointed and removed from time to time by the Chancellor of The University of North Carolina at Chapel Hill (the “University”) or his or her delegate, and two Directors (“appointed” Directors) may be appointed and removed from time to time by the Chairman of the Board of Trustees of The Morehead-Cain Foundation (the “Foundation”). Two Directors (“student” Directors) shall be current Morehead-Cain scholars and shall be appointed by the Chairman of the Board, upon the recommendation of the Executive Director of the Foundation. The student Directors shall have completed at least four (4) semesters of study at the University and shall each serve a two-year term. The other Directors (the “elected” Directors) shall be elected by action of a majority of all Directors then in office at the annual meeting each year for staggered three-year terms ending at the close of the third annual meeting after election, except for shorter initial terms to achieve staggering.
The Dental Foundation of North Carolina, Inc.Number and Qualification. The Board of Directors shall consist of the ex officio directors named in Section 3 of this Article and, in addition, not less than 15 nor more than 25 elected directors, as fixed from time to time by the members. Directors need not be residents of the State of North Carolina.
Ex- Officio Directors. The Dean of the School of Dentistry, the Executive Director and the Secretary-Treasurer of the corporation, and the President of the Spurgeon Dental Society shall be ex officio directors. The term of each such ex officio director shall coincide with his or her tenure in office.
Elected Directors. Except as provided in Section 6 of this Article, directors to be elected by the members shall be elected at the annual meeting of members. One-third of the total number of elected directors, as fixed from time to time by the members, shall be elected each year to three-year terms. Directors may be elected for two consecutive three-year terms, but a person elected for two consecutive three-year terms may not be reelected until after a one-year break in service. Each elected director shall hold office until the earlier of his or her death, resignation, or removal or until his or her successor is elected. In electing directors, the Board shall consider including representation from the following organizations: Alliance of the North Carolina Dental Society, North Carolina Dental Society, Old North State Dental Society, North Carolina Dental Assistants Association, North Carolina Dental Hygiene Association, UNC Dental Alumni Association, UNC Dental Assisting Alumni Association and the UNC Dental Hygiene Alumni Association.
The Kenan-Flagler Business School FoundationNumber and Composition of the Board of Directors
The number of directors of the Corporation shall be not less than seven nor more than fourteen, as fixed from time to time by the Board of Directors, and shall be composed as follows:
A. Four ex officio directors, who shall be members of the Board of Directors by reason of holding the following offices at the University of North Carolina at Chapel Hill Kenan-Flagler Business School:
-Dean
-Chief Financial Officer
-Associate Dean for Academic Affairs
-Associate Dean for MBA Programs
B. Four or more elected directors, who shall be elected to membership on the Board of Directors by majority vote of the ex officio directors designated above.
Terms of Office
The terms of office of the ex officio members of the Board of Directors shall run concurrently with their tenure in the respective offices designated in subpart A of Section 1 of this Article II. When an ex officio member of the Board shall cease to hold an office designed in subpart A of Section 1 of this Article II, the person named to replace or act for such member in that office shall serve as a member of the Board of this Corporation. The elected members of the Board shall be elected for a term of two years with no restriction on the number of terms served. When a vacancy occurs for any reason among the elected members of the board, the ex officio members of the Board shall by a majority vote elect a successor.
Chairman of the Board
The Dean of the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill shall serve ex officio as the Chairman of the Board of Directors of the Corporation.
Number and Qualification. The number of directors of the Corporation shall be not more than thirty-three (33) but not less than fifteen (15), the actual number to serve in each fiscal year to be fixed by the Board of Directors at their December meeting or such other time as the Board shall determine. The director nominees shall be nominated each year by the Nominating and Governance Committee in accordance with these Bylaws. Directors need not be residents of the State of North Carolina. Other than ex officio directors, no directors shall serve concurrently as a director and as a member of the Board of Governors of the University of North Carolina, or the Board of Trustees of the University of North Carolina at Chapel Hill.
Term. Each director elected in accordance with Section 5 of this Article shall serve a term of three (3) years, and shall hold office for such period unless earlier terminated due to his or her death, resignation, retirement, removal, or disqualification.
Ex Officio Directors. The Board of Directors may appoint ex officio directors to the Board and remove such appointed ex officio directors from time to time, for any reason, except those designated below. Except as set forth below, an ex officio director shall have no voting rights on any matters and shall not be counted for purposes of establishing whether a quorum of directors is present at a meeting of the Board of Directors, but may attend and observe meetings of the Board (in open session only). Ex officio directors have no right to attend and observe meetings of any committee of the Corporation except by invitation from the chair of such committee. 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.
Director Emeritus. A director who has provided exceptional service to the Board of Directors may be proposed by the Nominating and Governance Committee for election to the Board as a director emeritus. A director emeritus shall have no voting rights, shall not be counted for purposes of establishing a quorum of directors, but may attend meetings of the Board (in open session only). A director emeritus shall serve for life.
The School of Education Foundation, Inc.Number and Composition
The Board of Directors shall consist of up to twenty-two members as follows:
A. Seven ex officio directors who shall be members of the Board of Directors by reason of holding the following offices at the School of Education and on its Alumni Council:
Dean
Associate Dean for Academic Programs
Assistant Dean for External Relations
Assistant Dean for Administration and Finance
Director of Alumni Relations
President of the Alumni Council
President-Elect of the Alumni Council
B. Up to fifteen elected directors, who shall be elected to membership on the Board of Directors by action of the ex officio directors designated above in sub-part A.
The term of office shall be three years for all directors.
Areas of recruiting focus:
FUNDRAISERS, CAPACITY TO GIVE, MARKETING AND BRANDING, POLITICAL CONNECTIONS – NATIONAL AND STATE, TECHNOLOGY, GEOGRAPHIC REPRESENTATION, DIVERSITY, INTERNATIONAL, EDUCATORS, ENTREPRENEURS, EDUCATIONAL ORGANIZATIONS – POLICY AND ADVOCACY
Number and Qualification. The Board of Directors shall consist of the four ex officio directors named in Section 3 of this Article and, in addition, not more than 20 elected directors, as fixed from time to time by the Board of Directors of the corporation. Directors need not be residents of the State of North Carolina.
Ex Officio Directors. The Dean of the School of Government at the University of North Carolina at Chapel Hill, the Executive Director of the North Carolina League of Municipalities, the Executive Director of the North Carolina Association of County Commissioners and the Secretary of the corporation shall be ex officio (voting) directors. The term of each ex officio director shall coincide with his or her tenure in office.
Elected Directors; Representation of Friends Regional Councils. In addition to the ex officio directors, up to twenty additional directors may be elected by the Board of Directors from time to time. The Board must elect at least three but not more than four directors from nominations submitted by the Friends of the Institute of Government Regional Councils. Those persons who receive the affirmative vote of a majority of the directors then in office shall be elected. Each elected director shall hold office for a term of three years or until the earlier of his or her death, resignation or removal. Directors may be elected for two consecutive three-year terms, but a person elected for two consecutive three-year terms may not be reelected until after a one-year break in service. A director originally nominated by the Friends Regional Councils must be renominated by the Friends Regional Councils to stand for election by the Board to a second term. Despite the expiration of a director’s term, the director continues to serve until his or her successor is elected and qualified.
The School of Journalism & Mass Communication Foundation of North Carolina, Inc.The Board of Directors shall consist of one ex officio director, who shall be the Dean of the School Journalism and Mass Communication, and not less than 18 nor more than 30, as fixed or changed from time to time by a majority of the directors then in office, elected directors, who shall be elected as provided in Section 2 of this Article III.
The elected directors shall be divided into three classes, as nearly equal in number as possible, and shall be elected for terms of three years each. At each annual meeting of the Board of Directors, directors shall be elected to fill the seats in that class of directors whose terms are then expiring. A director’s term will begin on January 1 following his or her election and end on December 31. A person shall not be elected as a director for more than two successive terms, but after the expiration of at least one year after completing two successive terms, such person shall be eligible for election for another term as a director; provided, however, when a person shall have been elected to fill an unexpired term of another person as director, the remainder of that unexpired term shall not be deemed to constitute a full term for the purposes of this sentence. The Board of Directors may fill vacancies on the Board occurring between annual meetings of the Board of Directors. Election of directors need not be by ballot, but may be conducted as determined by a majority of the members of the Board present at a meeting at which a quorum is present, and the nominees, up to the number to be elected, receiving the greatest number of votes shall be the duly elected directors. Each director shall hold office until death, resignation, retirement, removal, disqualification or until the director’s successor is elected and qualified.
The School of Social Work Foundation, Inc.Number and composition
The Board of Directors shall be composed as follows:
A. TWO to FOUR ex officio directors, who shall be voting members of the Board of Directors by reason of holding the following offices with respect to The School of Social Work at the University of North Carolina at Chapel Hill:
Dean of the School of Social Work at UNC-CH
Chair, Board of Advisors, The School of Social Work at UNC-CH
Associate Dean for Advancement, UNC-School of Social Work
B. Not less than FOUR nor more than TWENTY elected directors, who shall be elected to membership on the Board of Directors by action of a majority of board members.
The terms of office of the elected members of the Board shall run for four years with one-third of the elected members rotating off each two years.
The UNC Law Foundation of North Carolina, Inc.Number and Composition
The Board of Directors shall consist of thirteen directors consisting of:
A. One ex officio director, who shall be a member of the Board of Directors by reason of holding the office of Dean of the School of Law (the “Dean”) of the University of North Carolina at Chapel Hill (the “School of Law”);
B. Six appointed directors, who shall be appointed to membership on the Board of Directors by the Dean;
C. Six elected directors, who shall be elected to membership on the Board of Directors by action of the Board of Directors of the Law Alumni Association of UNC, Inc.
Number, Tenure, and Qualification. The corporation shall be governed by a Board of Directors. Each Director shall be a natural person. There shall be three (3) classes of Directors, consisting of a total of thirty (30) elected Directors, four (4) ex-officio Directors, and such number of Emeritus Directors as shall be determined from time to time by the Board of Directors. The thirty (30) elected Directors shall be elected for staggered terms, as provided below, by the Board of Directors in office at the time of election. Each Director elected after April 25, 2002, shall serve a term of three (3) years. Directors elected prior to April 25, 2002, shall serve terms of one, two, or three years so that in succeeding years the terms of one-third of the elected members of the Board of Directors shall expire each year. Each elected director shall continue in office until expiration of his three-year term and until his successor shall have been duly elected and qualified or until his death or until he shall resign or become disqualified or until he shall have been removed. No Director shall serve more than two (2) successive elected terms, but can be re-elected after being off the Board for at least one (1) year; provided, however, that if a Director is serving as an Officer of the corporation during the last year of his second successive elected term as a Director or is nominated to become an officer in the following year and is elected to be said officer, the Board of Directors, in its sole discretion, may elect such Director to serve for an additional one (1) or two (2) years without such extension constituting another term. Said extension, if authorized, to constitute the first year, and if applicable, the second year of a normal three-year term. Following the expiration of said one or two year term as officer, as the case may be, a new Director shall be elected by the Board of Directors to serve the remainder of said normal three-year term. The Dean of the College of Arts and Sciences at the University of North Carolina at Chapel Hill, the Vice Chancellor for University Advancement at the University of North Carolina at Chapel Hill, a Senior Associate Dean of The College of Arts and Sciences at the University of North Carolina at Chapel Hill, the Senior Associate Dean for Finance, and the Executive Director of the corporation shall serve as ex-officio members of the Board of Directors, with full voting rights. The refusal of any ex-officio member of the Board of Directors to serve shall not in any manner impede the operation of the corporation by the Board of Directors and shall not require any action by the Board of Directors with respect to the filling of such vacancy or otherwise. The Board of Directors may, in its sole discretion, select Emeritus Members of the Board of Directors. Emeritus Members of the Board of Directors shall have the right to attend all meetings of the Board of Directors but shall not have the right to vote on any matter before the Board of Directors and shall not be counted in determining the existence of a quorum at any regular or special meeting of the Board of Directors.
The University of North Carolina at Chapel Hill Foundation, Inc.Number and Composition
The Board of Directors shall consist of seventeen members and shall be composed as follows:
A. Nine ex officio directors:
l. Four of these ex officio directors shall be members of the Board of Directors by reason of holding the following offices with respect to The University of North Carolina at Chapel Hill:
–Chairman of the Board of Trustees
–Chancellor
–Chief financial officer
–Chief development officer
2. Two of these ex officio directors shall be elected by the Board of Trustees of The University of North Carolina at Chapel Hill from the membership of the Board of Trustees of The University of North Carolina at Chapel Hill. In conducting this election, the Chairman of the Board of Trustees shall be eligible to vote but shall not be eligible to be elected;
3. Three of these ex officio directors shall be elected by the Board of Trustees of The University of North Carolina at Chapel Hill from the membership of the Board of Trustees of the Endowment Fund of The University of North Carolina at Chapel Hill who have not otherwise been selected, either by virtue of office under A. above or election under B. below, for membership on the Board of Directors of the Corporation; and
B. Eight elected directors, who shall be elected to membership on the Board of Directors by action of the ex officio directors designated above in sub-part A.
The Chair of the University’s Board of Trustees is ex officio President of the Foundation. The Executive Director of the Foundation is the Foundation’s chief operating officer with overall responsibility for the operations of the Foundation. The Treasurer of the Foundation is the Foundation’s chief financial officer with overall responsibility for the financial affairs of the Foundation.
Terms of Office
The terms of office of the ex officio members of the Board shall run concurrently with their tenure in the respective offices designated insub-part A of Section 1 of Article II. The term of office shall be four years for all directors elected pursuant to sub-part B of Section 1 of Article II, and such directors shall be eligible for reelection without restriction on the number of terms served.
Demographics of the Board: (from most recent nominating committee report)
The Board currently stands at 28 elected members and the by-laws permit a maximum of 39 elected members, as well as six ex-officio members. We have representation of every department.
The demographics of the 32-member board will be as follows:
• Elected Members: 28
• Ex-Officio Members: 4 (Dean, Associate Dean for Advancement, President of the Alumni Association,
and Associate Dean for Business and Finance)
• Board Member Emeritus: 11
Number and Composition
The Board of Directors shall consist of members and shall be composed as follows:
A. The following ex-officio Directors, who shall be Members of the Board of Directors by reason of holding the following offices with respect to The University of North Carolina at Chapel Hill School of Nursing or the Corporation:
• Dean of the School of Nursing
• Assistant Dean for Advancement, School of Nursing
• The Immediate Past President (if not otherwise serving as an elected director)
• Associate Dean of Administrative Services, School of Nursing
B. No fewer than fourteen and no more than twenty four elected Directors, with the number to be determined from time to time by the elected members of the Board of Directors, who shall be elected to membership on the Board of Directors by action of the Directors.
C. Honorary Lifetime Directors
Honorary Lifetime Directors are those who have served the Corporation as regular directors or are so recognized for having given exemplary development and fundraising leadership and service to the Corporation. Nomination is based upon written recommendation by a Director to the Executive Committee of the Board. If approved by the Executive Committee of the Board, the recommendation shall be presented to the Board at a Board of Directors meeting. Election of an Honorary member shall be by a majority vote of the Board of Directors.
The Foundation is governed by a Board of Directors consisting of twenty-four members, sixteen of whom are nominated by the UNC Eshelman School of Pharmacy Alumni Association. Board members are elected to a four-year term and may serve three consecutive terms. There also are two ex officio non-voting members (or three ex officio non-voting members including the immediate past Chair).
Method of Selection. Directors shall be nominated on the basis of their prior and potential contributions to the University of North Carolina at Chapel Hill (the “University”), the School, and the Foundation. The Board of Directors shall be divided into four classes of six directors each with staggered terms.
Term and Qualification. Each director shall be elected for a four-year term, which shall begin on the first day of the next fiscal year, and serve until his or her successor is elected and qualifies. A director may be reelected for an additional four-year term; however, no director shall be eligible to serve on the Board of Directors for more than three full consecutive four-year terms.