Board Structure and Responsibilities

Carolina for Kibera, Inc.

Responsibilities of the CFK, Inc., Board of Directors (US)
The board of directors of Carolina for Kibera is the governing body of CFK, Inc., that leads with the guiding principle of leaving CFK stronger at the end of each director’s term than it was at the beginning. The board’s primary responsibility is to see that the organization is managed in a fiscally responsible and transparent manner and CFK’s work is aligned with our organizational values and vision. Implementing and monitoring sound fiscal policies and controls, the board is expected to hold the organization to a high standard of accountability. In addition, the board is called upon to ensure CFK has effective long and short term planning, as well as the methodology and resources needed to implement and monitor our plans’ goals. The board is also charged with selecting and appointing the executive director, offering moral and professional support as needed. Generally, the board does not serve in an operational or managerial role, but may, from time to time, support the organization in that capacity. Engaged board members are a valuable asset, helping to raise CFK’s visibility while possessing a clear understanding of our values, mission, and vision.

The CFK, Inc., board works closely with the CFK-Kenya board to ensure that while there are dual reporting structures and priorities, we operate as a cohesive organization with similar values, goals and methodologies. Coordination and communication between boards are priorities to ensure the timely, accurate, and transparent movement of information.

Specific expectations and time commitment
Members of CFK’s Board of Directors are elected to terms of three-years each, renewable (please note, officers are elected to two-year terms, renewable). Over the years, contributions by dedicated, passionate board members and volunteers has built CFK into an internationally recognized organization. We continue to strive for excellence and innovation and, to that end, are selective in seeking out high caliber, proactive leaders to serve as CFK board members.

The CFK board has identified a number of expectations for all board members, and welcomes other forms of contributions by the board across all areas of the organization:
• Attend all board and committee meetings, either in person or by conference call. Generally there are 3 halfday meetings in Chapel Hill annually; sub-committees also convene meetings and/or conference calls regularly.
• Attend local functions, such as special events.
• Inform others about CFK and encourage them to participate and to give.
• Suggest possible nominees to the board who can make significant contributions to the work of the board and the organization.
• Make an annual personal financial contribution to the organization – to demonstrate 100% financial support by our board to donors.
• Review all monthly and quarterly reports.
• Serve on one or more sub-committees

While members of the Board of Directors often provide hands on support to the CFK Staff, the board’s focus is on
• creating appropriate policies to support the mission of CFK
• supporting the organization and the leadership of the Executive Director, and evaluating the Executive Director’s performance
• identifying external resources and partnerships to offer CFK access to wider networks

We expect the Executive Director to provide leadership on:
• the day-to-day operations of the organization
• the direction, evaluation and hiring of all staff

We expect the full Board to deliberate and vote on:
• the commitment of staff or financial resources
• any offer or commitment to allow exceptions to CFK’s policies

James B. Hunt Institute for Educational Leadership and Policy Foundation, Inc.

President. The President shall be the principal executive officer of the Foundation, shall, when present, preside at all meetings of the Board of Directors and, in general, shall perform all duties as may be assigned by the Board of Directors from time to time.

Executive Director. The Executive Director shall be the principal operating officer of the Foundation, shall oversee the day-to-day operations of the Foundation and shall perform such other duties as may be assigned from time to time by the President or the Board of Directors.

Vice Presidents. The Vice Presidents shall perform such duties as may be assigned to them, respectively, from time to time by the President or the Board of Directors.

Secretary-Treasurer. The Secretary-Treasurer shall keep accurate records of the acts and proceedings of all meetings of directors, shall give all notices required by law and by these bylaws, shall have general charge of the corporate records and books and of the corporate seal, and shall affix the corporate seal to any lawfully executed instruments requiring it. The Secretary-Treasurer shall also have custody of all funds and securities belonging to the Foundation, shall receive, deposit and disburse the same under the director of the Board of Directors, and shall keep full and accurate accounts of the finances of the Foundation in books especially provided for that purpose, provided that the Board of Directors may from time to time designate one or more fiscal agents to perform all or any part of these duties. The Secretary-Treasurer shall, in general, perform, all duties incident to the offices of Secretary and Treasurer and such other duties as may be assigned from time to time by the President or by the Board of Directors.

Assistant Executive Director. The Assistant Executive Director shall perform such duties as may be assigned from time to time by the Executive Director, the President or the Board of Directors.

Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and Assistant Treasurers shall, in the absence or disability of the Secretary or the Treasurer, respectively, perform the duties and exercise the powers of those offices and shall, in general, perform such other duties as shall be assigned to them by the Secretary of the Treasurer, respectively, or by the President or the Board of Directors.

The Dental Foundation of North Carolina, Inc.

Members of the DFNC’s Board of Directors are expected to:
1. Govern, manage, and steward Dental Foundation assets.
-manage the foundation and its properties
-establish terms and conditions of membership
-make, alter, and amend by-laws
-sell, expend or otherwise dispose of property of foundation in furtherance of purposes of foundation
-determine selection of directors.
2. Be active in fund-raising and friend-raising. Serve as an ambassador for the School. Be personally supportive of the School.
3. Serve in an advisory capacity to the Dean and other School administrators, faculty and staff.

President. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall supervise and control the management of the corporation according to these bylaws. The President shall, when present, preside at all meetings of the members and of the Board of Directors and, in general, shall perform all duties as may be assigned by the Board of Directors from time to time.

President-Elect. The President-Elect shall perform such duties as may be assigned from time to time by the President or the Board of Directors and, in the absence or disability of the President, shall perform all of the duties of the President.

Executive Director. The Executive Director shall oversee the day-to-day operations of the corporation and shall perform such other duties as may be assigned from time to time by the President or the Board of Directors. The Executive Director may authorize non-budgeted administrative expenditures of up to $5,000. Non-budgeted administrative expenditures of more than $5,000 but less than $25,000 must be approved by a majority of the members of the Executive Committee or by a majority of the directors then in office. Non-budgeted administrative expenditures of more than $25,000 must be approved by a majority of the directors then in office.

Vice Presidents. The Vice Presidents shall perform such duties as may be assigned to them, respectively, from time to time by the President or the Board of Directors.

Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of members and directors. The Secretary shall give all notices required by law and by these bylaws. The Secretary shall have general charge of the corporate records and books and of the corporate seal, and shall affix the corporate seal to any lawfully executed instruments requiring it. The Secretary shall sign such instruments as may require signature, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may be assigned from time to time by the President, or by the Board of Directors.

Treasurer. The Treasurer shall have custody of all funds and securities belonging to the corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. The Treasurer shall keep full and accurate accounts of the finances of the corporation in books especially provided for that purpose. The Treasurer shall, in general, perform all duties incident to the office of Treasurer and such other duties as may be assigned from time to time by the President or by the Board of Directors. The Board of Directors may from time to time designate one or more fiscal agents to perform all or any part of the duties of the Treasurer.

Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and Assistant Treasurers shall, in the absence or disability of the Secretary or the Treasurer, respectively, perform the duties and exercise the powers of those offices and shall, in general, perform such other duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.

The Educational Foundation, Inc.

Be familiar with the mission and priorities of The Rams Club.
Obtain an understanding of the different levels of giving and benefits.
Actively recruit new members.
Identify prospects for major and principal gifts.
Serve on committees as appointed.
Act as a communication link between The Rams Club staff and our members – you know them best.
Advise us!

The Kenan-Flagler Business School Foundation

Board Structure and Member Responsibilities:
President
The President shall be the chief executive officer of the Corporation. He shall have general supervision of all affairs of the Corporation and shall see that all orders of the Board of Directors are carried into effect.

Vice President
The Vice President shall act for the President in the latter’s absence and shall have such other powers and authority as the Board of Directors may prescribe.

Secretary
The Secretary shall preserve the books of the Corporation true minutes of the proceedings of all meetings of the Board of Directors. He shall be the custodian of the Seal of the Corporation and shall attest the same when affixed by order of the Board of Directors. He shall perform such other duties as may be assigned to him by the Board of Directors or the Chairman of the Board or the President. Any of the foregoing duties may be delegated by the Secretary to the Assistant Secretary.

Treasurer
The Treasurer shall collect, receive, and hold the funds of the Corporation, and shall have custody of all securities and properties of the Corporation and shall keep in books belonging to the Corporation full and accurate accounts of all receipts and disbursements. He shall deposit all moneys, securities, and other valuable effects in the name of the Corporation in such depositories as may be designated for that purpose by the Board of Directors. He shall disburse the funds of the Corporation in such manner as may be authorized in these bylaws or by the Board of Directors, and shall render to the Board of Directors at the annual meetings of the Board, and at such other times as may be requested by the Board, the Chairman of the Board or the President, an account of all his transactions as Treasurer and of the financial condition of the Corporation. Any of the foregoing duties may be delegated by the Treasurer to the Assistant Treasurer. If the Board of Directors appoints a fiscal agent, the Board may delegate all or any part of the duties of the Treasurer to such fiscal agent.

The Medical Foundation of North Carolina, Inc.

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.

The School of Education Foundation, Inc.

The School of Education Foundation, Inc., Board of Directors advises and assists the Dean in strategic planning of the School’s investments, garners financial support for the School by recommending short and long term development goals, identifying major donor prospects and by making a personal financial commitment. A key responsibility of the Board of Directors is to oversee the endowment and trust funds of the Foundation (currently invested through the UNC Management Company, Inc.) to ensure the current and future financial health of the School.

The purpose of the UNC-Chapel Hill School of Education Foundation Board, Inc., is to:
• Identify needs and goals for activities that can develop financial support for the School.
• Oversee the management and disbursement of the funds held by the School of Education Foundation to insure they are properly stewarded.
• Support the School with a gift commensurate with the personal resources available.
• Promote philanthropic support for the School by helping to identify, cultivate, and steward individuals, foundations and corporations with the capacity to make a major investment to the School.
• Insure the stewardship and recognition of donors to the Foundation.
• Host and underwrite events on behalf of the School of Education.
• Communicate the School’s priorities and seek suggestions and information from peers and colleagues that can further the goals of the School.
• Serve as an advocate and spokesperson for the School and increase public awareness of its accomplishments and needs.
• Recommend new members for the Board to assist the School in meeting its goals.

Members of the Board are asked to participate in two meetings a year that are held for part of a day in the fall and spring. The terms of office are a maximum of three years and elected board members must rotate off the board for one year before reappointment for a second term. Each term expires on June 30th of the final year of office.

The Dean of the School of Education serves as the Chairman of the Board and President of the Foundation. The Assistant Dean for External Relations serves as the Executive Director. The Assistant Dean Administration and Finance is responsible for the collection, deposit, recording, investment, and disbursement of the fund and properties of the Foundation.

The School of Government Foundation, Inc.

Officers:
Number. The officers of the corporation shall consist of a President, an Executive Director, an Assistant Executive Director, a Secretary, a Treasurer, and such Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person, except the offices of President and Secretary, but no officer may act in more than one capacity where action of two or more officers is required.

Ex officio and Elected Officers. The Dean of the School of Government shall serve ex officio as the Executive Director of the corporation, and the Associate Dean for Development at the School of Government shall serve ex officio as the Assistant Executive Director of the corporation. The School of Government’s Associate Dean for Business and Finance shall serve ex officio as the Treasurer of the corporation (more fully described in Section 9 below). The other officers of the corporation shall be elected by the Board of Directors at any regular or special meeting of the Board and shall hold office as described below. The term of each ex officio officer shall coincide with his or her tenure in office.

President. The President shall be the principal executive officer of the corporation, shall, when present, preside at all meetings of the Board of Directors and, in general, shall perform all duties as may be assigned by the Board of Directors from time to time. Subject to his or her earlier death, resignation, or removal, the President shall hold office for a term of two years and shall continue to serve until his or her successor is elected and qualified. An individual may serve as President for multiple terms.

Executive Director. The Dean of the School of Government shall be the Executive Director of the corporation. The Executive Director shall be the principal operating officer of the corporation, shall oversee the day-to-day operations of the corporation and shall perform such other duties as may be assigned from time to time by the President or the Board of Directors.

Vice Presidents. The Vice Presidents shall perform such duties as may be assigned to them, respectively, from time to time by the President or the Board of Directors. Subject to his or her earlier death, resignation, or removal, a Vice President shall preside at meetings in the President’s absence. A Vice-President shall hold office for a term of two years and shall continue to serve until his or her successor is elected and qualified. An individual may serve as Vice-President for multiple terms.

Secretary. The Secretary shall be a faculty member at the School of Government. The Secretary is an ex officio voting director, subject to election as described in Section 2. above. The Secretary shall keep accurate records of the acts and proceedings of all meetings of directors, shall give all notices required by law and by these bylaws, shall have general charge of the corporate records and books and of the corporate seal, and shall affix the corporate seal to any lawfully executed instruments requiring it. The Secretary also serves as an Assistant Treasurer. At the request of the Treasurer, the President, or the Board of Directors, the Secretary may review Treasurer activities or provide counter-signature or approval of corporation expenditures and financial activities. The Secretary shall, in general, perform all duties incident to the offices of Secretary and such other duties as may be assigned from time to time by the President or by the Board of Directors. Subject to his or her earlier death, resignation, or removal, the Secretary shall hold office until his or her successor is elected and qualified.

Treasurer. The School of Government’s Associate Dean for Finance, or the person holding the comparable position responsible for School finances, shall serve ex officio as Treasurer of the corporation. The Treasurer shall not be a voting Director. The Treasurer shall have custody of all funds and securities belonging to the corporation; shall receive, deposit, and disburse the same under the direction of the Board of Directors; shall keep full and accurate accounts of the finances of the corporation in books especially provided for that purpose; shall bear primary responsibility for filing corporation tax returns and other tax forms; and shall coordinate the annual audit; provided that the Board of Directors may from time to time designate one or more fiscal agents to perform all or any part of these duties. The Treasurer, the President, or the Board of Directors may request that the Secretary review Treasurer activities or provide counter-signature or approval of corporation expenditures and financial activities. The Treasurer shall, in general, perform all duties incident to the offices of Treasurer and such other duties as may be assigned from time to time by the President or by the Board of Directors.

Assistant Executive Director. The School of Government’s Associate Dean of Development shall be the Assistant Executive Director of the corporation and shall perform such duties as may be assigned from time to time by the Executive Director, the President or the Board of Directors. The Assistant Executive Director serves as Assistant Secretary and Assistant Treasurer.

The School of Journalism & Mass Communication Foundation of North Carolina, Inc.

The officers of the Foundation shall consist of a President, a Vice President, a Secretary, a Treasurer, each of whom shall be a director of the Foundation, and such Assistant Secretaries, Assistant Treasurers and other officers as the Board of Directors may from time to time elect. The Dean of the School of Journalism and Mass Communication shall serve ex officio as the Secretary of the Foundation. The other officers of the Foundation shall be elected by the Board of Directors at any regular or special meeting of the Board. Each officer shall hold office until death, resignation, retirement, removal, disqualification or until the officer’s successor is elected and qualified. Any officer or agent of the Foundation (other than the Secretary) may be removed by the Board of Directors with or without cause.

The Board of Directors may appoint an Executive Director of the Foundation. The Executive Director need not be a member of the Board of Directors. The Executive Director’s term of office shall be determined by the Board of Directors, and his or her powers and duties shall be specified by the Board of Directors or the President.

The School of Social Work Foundation, Inc.

Officers of the Foundation. The Officers of the foundation shall consist of a President, a Chair, a Vice Chair, and a Secretary.

President. The President of the Foundation shall be the principal executive officer of the foundation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the foundation and shall see that all orders of the Board of Directors are carried into effect.

Chair of the Board. The Chair of the School of Social Work Board of Advisors shall serve as the chair of the board. The chair shall preside at all meetings of the board of directors and perform such other duties as may be directed by the board.

Vice-Chair. In the absence of the Chair, the Vice-Chair shall perform his/her duties and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair until the vacancy is filled.

Secretary. The Secretary shall: (a) keep true minutes of the meetings of the Board of Directors and all committees and other meetings in books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian to the records and of the seal of the foundation and attest the same when affixed by order of the Board of Directors; (d) keep a register of the post office address of each Director which shall be furnished to the Secretary by each Director; and (e) in general perform all duties incident to the office of Secretary and such other duties assigned by the Chairman of the Board, President, or Board of Directors. Any of the foregoing duties may be delegated by the Secretary to the Assistant Secretary (if any).

The Board of Directors, by resolution adopted by a majority of the number of directors fixed by these bylaws, may designate two or more directors to constitute an Executive Committee, which may exercise all of the authority of the Board of Directors in the management of the foundation.

The UNC Law Foundation of North Carolina, Inc.

Officers
President and Chairman; Vice President & Audit Committee Chair; Secretary/Treasurer — Dean (Ex Officio); Assistant Treasurer — Associate Dean for Finance & IT; Assistant Secretary — Assistant Dean for Advancement

Role of the Foundation Board:
-Provide oversight to the assets of the U.N.C. Law Foundation, Inc., a 501(c)(3) organization that manages the School’s endowments and charitable gifts.
– Advise and support the School and its leadership.

Roles of the Members of the Foundation Board:
– Be informed ambassadors and advocates of the School.
– Attend meetings as often as possible. Meetings are held twice a year – November and May.
– Support the Foundation Board’s mission by making an annual commitment of time and financial resources to the Foundation that is personally meaningful. Members are encouraged to make an annual gift to the Foundation at the William Horn Battle Society level ($1,000).
– Provide professional and personal expertise to assist in the Board’s and School’s mission.
– Participate in the Board’s meetings and teleconferences.
– Serve on Board committees as needed.
– Assist in hosting School or Foundation events in one’s work or residential area.
– Provide introductions to potential contributors or supporters of the School.
– Be a member of the Alumni Association of the School and consider joining the General Alumni Association of the University.

The University of North Carolina at Chapel Hill Arts and Sciences Foundation, Inc.

Chairman and Vice Chairman of the Board. The Board of Directors shall have a Chairman who shall be elected annually by a majority of the Directors present at the annual meeting. The Chairman of the Board shall preside at all meetings of the Board of Directors, shall serve as Chairman of the Executive Committee, shall appoint the chairman and membership of any ad hoc committee, and shall perform such other duties as shall be assigned by the Board of Directors. The Board of Directors shall also elect a Vice Chairman of the Board in the manner described above for election of the Chairman. The Vice Chairman of the Board shall assist the Chairman in the performance of his duties and shall preside at all meetings in the Chairman’s absence. Neither the Chairman of the Board nor any other elected member of the Board of Directors shall, by virtue of such position, participate in or supervise the day-to-day operations of the corporation, except upon the request of the President of the corporation with the concurrence of the Chairman of the Board, or, if the Chairman of the Board is requested to participate in or supervise such activities, the concurrence of the Board of Directors.

Responsibilities of a Director
Since the founding of the Arts and Sciences Foundation in 1975, its directors have served the College of Arts and Sciences through their counsel, advocacy and philanthropy. The College gratefully acknowledges the vital role of the Foundation in its development efforts and clearly states its expectations of directors.
• Directors of the Arts and Sciences Foundation, who are elected for three-year terms, serve as fiduciaries of the Foundation and advisors to the Dean of the College in accordance with Foundation by-laws, the Foundation mission statement and annual operating plans.
• Directors have an enthusiastic and faithful commitment to the College of Arts and Sciences and its central role in the University.
• Directors make the College of Arts and Sciences a priority for their personal philanthropy and provide financial support according to their means. As part of their giving, directors are expected to make an annual unrestricted gift to Arts and Sciences at the level of the Dean’s Circle.
• Directors actively assist the Dean and the Foundation staff with ongoing development efforts including comprehensive campaigns, special projects and annual giving.
• Directors attend two board meetings each year and participate actively in general board sessions as well as committee meetings. While these meetings will normally convene in Chapel Hill, they may also occur at off-campus locations.
• Directors serve the College as a whole, and not specific internal or external constituencies.
• Directors respect the confidentiality of information received as a member of the Arts and Sciences Foundation Board.

Number of Officers. The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer, and such other officers as may be appointed in accordance with the provision of Section 3 of this Article IV. Any two (2) offices or more may be held by one (1) person, except the offices of President and Secretary; but no officer shall sign or execute any document in more than one (1) capacity.

President. The Dean of the College of Arts and Sciences at the University of North Carolina at Chapel Hill shall serve as the President of the corporation, ex-officio.

Vice President. The Senior Associate Dean of the College of Arts and Sciences at the University of North Carolina at Chapel Hill shall serve as the Vice President of the corporation, ex-officio.

Secretary. The Executive Director of the corporation shall serve as the Secretary of the corporation, ex-officio, subject to election to the office of Secretary by the Board at its regular annual meeting.

Treasurer. The Senior Associate Dean of Finance and Planning of the College of Arts and Sciences at the University of North Carolina at Chapel Hill shall serve as the Treasurer of the corporation, ex-officio, subject to election by the Board at its regular annual meeting.

The University of North Carolina at Chapel Hill Foundation, Inc.

Officers of the Corporation
The officers of the Corporation shall consist of a Chairman, a President, a Secretary, a Treasurer, and such Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers as the Board of Directors may from time to time elect. The Chairman of the Board of Trustees of The University of North Carolina at Chapel Hill shall serve ex officio as the Chairman and President of the Corporation. The chief financial officer of the University of North Carolina at Chapel Hill shall serve ex officio as the Treasurer of the Corporation. The chief development officer of the University of North Carolina at Chapel Hill shall serve ex officio as the Vice President, Secretary and Executive Director of the Corporation. The other officers of the Corporation shall be elected by the Board of Directors at any regular or special meeting of the Board. Each officer shall hold office until death, resignation, retirement, removal, disqualification or until his or her successor is elected and qualified. Any officer or agent of the Corporation may be removed by the Board of Directors with or without cause.

The University of North Carolina at Chapel Hill Public Health Foundation, Inc.

Roles of the Members of the Foundation Board:
• Be informed ambassadors and advocates of the School.
• Support the Foundation Board’s mission by making an annual commitment of time and financial resources to the Foundation that is personally meaningful. Members are encouraged to make an annual gift to the Foundation at the Rosenau Society level and to consider one or more major gifts during their tenure.
• Provide professional and personal expertise to assist in the Board’s and School’s mission.
• Participate in the Board’s meetings and teleconferences..
• Serve on at least one of the committees of the Board.
• Help secure new resources for the School and apprise the public and private sectors of the School’s tradition, commitment to service and its capacities to provide educational, research and consultative expertise.
• Assist in hosting of School or Foundation events in one’s work or residential area.
• Provide introductions to potential contributors or supporters of the School.
• Be a member of the Alumni Association of the School and encouraged to join the General Alumni Association of the University.

The University of North Carolina at Chapel Hill School of Nursing Foundation, Inc.

Election, Term of Office and Qualifications
The President shall be elected for a two (2) year term and may be elected to serve one (1) additional two-year term. The President may not serve as such for more than two (2) successive terms. The remaining officers of the Corporation shall be elected by the Board of Directors at the Annual Meeting for a two (2) year term, provided however all officers shall serve until their offices shall be declared vacant or until their successors are elected and qualified. The President, Vice President, Secretary and Treasurer shall be elected from among members of the Board of Directors who are serving at the time of their election, even though the term of any one of them as Director shall end prior to the expiration of the term of office for which he or she is elected.
Elected Directors shall serve for a term of four (3) years, beginning at the adjournment of the annual meeting at which they are elected. Each Director shall continue in office until his or her successor shall have been duly elected and qualified or until his or her death, resignation or removal.

President shall be the chief executive officer of the Corporation, and, subject to the instructions of the Board of Directors, shall have general charge of the business, affairs, and property of the Corporation and control over its other officers, agents, and employees. He or she shall preside at all meetings of the Board of Directors at which he or she may be present, shall see that all orders and resolutions of the Board of Directors are carried out, execute all conveyances, contract, and agreements authorized by the Board of Directors, and generally see that all the officers and agents of the Corporation perform these duties.
Past President – A person who has served as President and is not re-elected to that office shall serve a one year term as Past President, regardless of whether he or she continues to serve as a member of the Board of Directors. In this capacity he/she shall serve as an advisor and consultant to the President.
Vice President shall perform all the duties and be vested with all of the authority of the President in case of a vacancy in the office of the President, and shall have such other powers and shall perform such other duties as may be assigned to him or her by the Board of Directors.
Secretary shall attend to the giving and serving of all notices of meetings and shall have the custody of the corporate seal and all books, records, and papers of the Corporation, except as shall be in charge of the Treasurer, or some other person authorized to have charge thereof by the Board of Directors, and shall perform such other duties as may from time to time be assigned to him or her by the Board of Directors.
Treasurer shall keep an accurate and detailed record of all receipts and disbursements of the funds of the Corporation, which record shall be submitted to inspection by any member of the Corporation as provided by statute. He or she shall deposit all funds of the Corporation coming into his or her hands in such bank or banks as may be approved by the Board of Directors, and generally shall perform all acts incident to the office of Treasurer, and shall have such further powers and duties as may be assigned to him or her by the Board of Directors.
Executive Director of the Corporation shall also serve as the School of Nursing Assistant Dean for Advancement. The term of office of the Executive Director shall be commensurate with his/her term as Assistant Dean of Advancement.

Board of Directors Roles and Responsibilities
The UNC Chapel Hill School of Nursing Foundation, Inc. is a leadership board that serves as champions of the school’s strategic direction and assists in securing the financial resources to achieve its long-range fundraising goals. The Foundation Board is comprised of distinguished alumni, friends, and leaders in business, industry, government, education, medicine and health care. The scope of representation and influence span the state of North Carolina and the nation. Members reflect the diversity of the state and its people.

The Foundation was chartered in 1982 as a 501.C.3 not-for-profit corporation to accept and oversee the endowment and trust investments of the School. As fiduciary guardians, the SON Foundation Directors ensure that the endowment funds are well-managed and that there is sufficient income generated from the endowments to support the activities of the school, including support for professorships, scholarships, programs, and capital improvements. The directors, through this oversight, are ensuring the growth and stability of the SON today and well into the future.

Each Director of the Foundation is committed to supporting the goals of the SON through her or his personal philanthropy, and by identifying and introducing major donor prospects – individuals, corporations or foundations – to the Dean and the Executive Director. Directors are not expected or required to be independent fundraisers for the School of Nursing. They do serve to create, establish and promote relationships that, over time, can further the development goals of the School. Directors coordinate these activities with the Director of Advancement and the Dean of the School.

In addition, directors participate by hosting and/or underwriting events on behalf of the SON, communicating the school’s priorities and accomplishments to external audiences, and advocating for the school to increase public awareness.

They recommend new members to the Board who will also be active supporters of the SON and participate in helping the SON reach its advancement and development goals.

Directors participate regularly in the meetings of the board and serve on task forces and committees as determined by the President. They support the SON by participating in other meetings, events, lectures and graduation. Unless there are extenuating circumstances, directors who miss three or more meetings in sequence are not nominated to a second three year term.

UNC Eshelman School of Pharmacy Foundation

Board Structure
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.

Officers of the Foundation. The officers of the Foundation shall consist of a Chair, one or more Vice Chairs, a Secretary, a Treasurer and other officers as the Board of Directors may elect. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where action of two or more officers is required.

President. The Associate Dean for Advancement of the School (the “Associate Dean”) shall be the President of the Foundation.