Policies: By-Laws

EXPECTATIONS: All trustees shall be expected to promote the purposes of the Foundation as stated in the Articles of Incorporation, participate in Foundation board and committee meetings, assist in University fundraising efforts, and make meaningful financial contributions to the University.

TERM: All appointments shall be made for a term of four years, following notification of election. The maximum length of term for any trustee shall be four consecutive terms; however this provision shall not be retroactive for current members and only applies to terms beginning on or after July 1, 2002.

VACANCIES: All vacancies on the Board of Trustees, from whatever cause, shall be filled by the remaining members of the Board and shall be for the period of the unexpired term.

HONORARY TRUSTEES: Former trustees are eligible for election as life-time honorary trustees. Honorary trustees may attend all meetings but are non-voting. They may be elected by the Foundation Trustees in recognition of distinguished service and significant contributions to the Foundation.

MEETINGS: The meetings of the Board of Trustees shall be held in the office of the President of Murray State University or such other place as the president may deem appropriate. Special meetings may be held at any time upon the call of the President or the Chairman after reasonable notice by mail, e-mail, facsimile or telephone to the members of the time and place of the meeting. At all meetings a majority of the members of the Board shall constitute a quorum for the transaction of the business.

POWERS: The Board of Trustees shall manage the affairs and conduct the business of the Foundation and shall exercise all rights and powers granted to the Foundation by its charter. It shall have power to require reports of any officer, committee or employee of the Foundation and to require an audit of any accounts of any officer or employee at any time. It shall have sole authority to make contracts of employment, to fix salaries, to borrow money, to authorize issuance of bonds, to contract other debts on behalf of the Foundation, and to pledge the credit or property of the Foundation for the payment of its debt.

AUTOMATIC RESIGNATION DUE TO NON-ATTENDANCE: Any member who misses three consecutive meetings will be deemed to have resigned, unless an exception is made by the Full Board. (Article I., Section 8. Automatic Resignation Due to Non-Attendance - Amendment added April 24, 1992 and April 19, 2002)

ARTICLE II. OFFICERS

ELECTION: The officers of the Foundation shall be a President, a Chairman, a Vice Chairman, a Secretary, a Treasurer, and such other officers as the Executive Committee or the Board of Trustees may from time to time determine. The Secretary and the Treasurer shall be the same person until such time as the Board of Trustees deem two persons necessary. All officers of the Foundation, except the President, shall be elected. The term of all officers, except the President, shall be four years. The Chairman and the Vice Chairman shall be members of the Board of Trustees. All officers shall serve until their successors are elected and qualified.

PRESIDENT: The President of Murray State University, or the person acting as such by whatever title designated, shall be the President of the Foundation. The President shall sign the name of the Foundation to all deeds, mortgages, contracts, and other documents or writings required to be signed by the Foundation.

CHAIRMAN: The Chairman shall preside at all meetings of the Trustees and of the Executive Committee at which he is present, and in general shall perform all of the duties usually pertaining to the office of Chairman and such other duties as may from time to time be required of him by the Executive Committee.

VICE CHAIRMAN: The Vice Chairman shall preside at all meetings of the Board of Trustees in the absence of the Chairman, and shall perform such other duties as may be delegated to him from time to time.

SECRETARY: This officer shall attend all meetings of the Board of Trustees and keep accurate minutes of the proceedings thereof in such a form as to serve as a permanent record. He shall attest the signature of the President to all papers, documents and other writings required to be signed by the Foundation. He shall be custodian of the charter of the Foundation and of these By-Laws.

TREASURER: This officer shall have the care and custody of all funds, moneys, and securities of the Foundation and shall keep an accurate account and record of the same. he shall deposit all moneys received on behalf of the Foundation in its name in such bank or banks as may be designated by the Board of Trustees. He shall draw and sign such checks or vouchers as may be necessary for the withdrawal or payment of the funds so deposited when so authorized by the Chairman or the Board of Trustees. he shall account to his successor in office for all funds and securities received by him. He shall give such bond for the faithful performance of his duties as the Board of Trustees may from time to time require. The cost of all such bond or bonds hall be paid by the Foundation. There may be an Assistant Treasurer appointed by the Chairman or Board of Trustees who shall act in the absence or disability of the Treasurer, this Assistant Treasurer to furnish proper bond.

OTHER OFFICERS: The Board of Trustees or the Executive Committee may appoint an executive director and other such officers as it is deemed necessary and delegate to him and them such powers and duties as the Board or committee may see fit, whether or not such powers or duties be such as are usually performed by some other officer or officers.

OFFICER TERMS: These holding offices as Chairman, Vice-Chair, Secretary and Treasurer shall be limited to a maximum of three consecutive four year terms.

ARTICLE III. COMMITTEES

EXECUTIVE COMMITTEE: An Executive Committee consisting of not less than five (5) members of the Board of Trustees (hereinafter sometimes referred to as the "Board"), shall be appointed by the Chairman, subject to the approval of the Board. The President of the Foundation shall serve on the Executive Committee, such service not to be subject to appointment by the Chairman or approval of the Board. The Chairman of the Board of Trustees shall be the Chairman of the Executive Committee. In the Chairman's absence, the Vice Chairman shall serve as Chairman of the Executive Committee. During the intervals between meetings of the Board of Trustees, the Executive Committee shall have and may exercise all the authority of the Board of Trustees.

FINANCE COMMITTEE: A Finance Committee, consisting of not less than three (3) members of the Board of Trustees, appointed by the Chairman with the approval of the Board, shall advise the Board in regard to the general fiscal policy and fiscal management of the Foundation.

INVESTMENT COMMITTEE: An Investment Committee consisting of not less than three (3) members of the Board of Trustees, appointed by the Chairman with the approval of the Board, shall advise the Board with regard to the general investment policy and investment management of the Foundation. At least three of these members will also serve on the Joint Investments Committee, comprised of two members of the Murray State University Board of Regents, two members of the Alumni Council, and the aforementioned members of the Board of Trustees. The Joint Committee shall establish investment policy and supervise the investment portfolio of the Murray State University Foundation.

NOMINATING COMMITTEE: A Nominating Committee consisting of not less than three (3) members of the Board, one of which shall be the President of the Foundation and the other two elected by the Foundation Board, will make recommendations to the Board of election of all Trustees when vacancies occur.

AUDIT COMMITTEE: An Audit Committee consisting of not less than three (3) members of the Board, excluding the President of the Foundation, will recommend to the Board the employment of an independent auditor to conduct an annual professional audit. The Committee shall also have the responsibility of seeing that proper control and generally accepted accounting principles are adhered to by the Foundation.

OTHER COMMITTEES: The Board of Trustees may, from time to time, create additional committees with such power and duties as the Board my prescribe.

ARTICLE IV. LIABILITY

GENERAL LIABILITY: No officer, committee or member of the Foundation, or other person shall contract or incur any debt on behalf of the Foundation, or in any way render it liable unless authorized by the Board. No officer, committee, member or employee of the Foundation is authorized to promise moral or financial support of any charitable or other objective without the approval of the Board.

IMMUNITY OF MEMBERS: No member of the Foundation, officer, or member of the Board of Trustees or any of its committees shall be personally liable for the acts of the Foundation, its Board, committees, officers, staff, agents or employees.

INDEMNITY: Any person, his or her heirs, Executors or Administrators, shall be indemnified or reimbursed by the Foundation for judgments, amounts paid in settlement, and reasonable expenses (including, but not limited to attorneys' fees, court costs, and travel expenses) actually incurred in connection with any action, suit or proceeding, civil or criminal, to which he or they shall be made a party by reason of his or her being or having been a Trustees, Officer or employee of the Foundation, provided, however, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit or proceeding as to which he shall finally be adjudged to have been guilty of, or liable for, gross negligence, willful misconduct or criminal acts in the performance of his or her duties to the Foundation and provided further, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit or proceeding which has been made the subject of a compromise settlement, except with the approval of a court of competent jurisdiction, or the Board of Trustees, acting by vote of Trustees not parties to the same or substantially the same action, suit or proceeding, constituting a majority of the whole number of Trustees. The foregoing rights of indemnification or reimbursement shall be in addition to other rights to which such person, his or her heirs, Executors or Administrators may be entitled as a matter of law. The Foundation shall, upon the affirmative vote of a majority of its Board of Trustees, purchase insurance for the purpose of indemnifying its Trustees, Officers or other employees, to the extent that such indemnification is allowed in the preceding paragraph. Such insurance may, but need not, be for the benefit of all Trustees, Officers, staff or employees.

ARICLE V. CONFLICT OF INTEREST

All members are required to disclose any potential conflicts of interest as a Foundation trustee concerning any matter that may affect the Foundation or Murray State University.

ARTICLE VI. CONFIDENTIALITY

All information concerning donors or prospective donors, including names, names of beneficiaries, amounts of gifts, financial position, size of estate, etc. shall be kept strictly confidential by the members of the board and Foundation personnel.

ARTICLE VII. ADMENDMENTS