The Bowie State University Foundation, Inc. (hereafter referred to as the Foundation) is a separately chartered organization from Bowie State University (hereafter referred to as the University), but it is affiliated with the University. The Foundation’s purpose is to receive, hold, invest, manage, use, dispose of, or administer property of all kinds, whether given absolutely or in trust, or byway of agency, or otherwise, and to make expenditures, to or for the benefit of the Bowie State University. Facilitate fundraising programs and contributions from private sources, by encouraging gifts of money, property, and works of art, historical papers and documents, and specimens of educational, historical, artistic values. The Foundation will also establish fellowships, endow scholarships, finance research, support athletic nutrition, and other forms of student aid to foster and promote the general welfare of the University.
The Foundation addresses the needs of the University in areas where government funding is limited or unavailable. It is through the mission of the Bowie State University Foundation to identify and to maintain private supporters that are willing to invest their resources and the universities’ broad purposes which includes research, scholarships, health and nutrition, athletics and educational innovations that support superior teaching learning and the general welfare of the university.
The Board of Regents of the University System of Maryland (USM) has officially recognized the Bowie State University Foundation, Inc. as an affiliated foundation of the University effective March 1, 1989. Accordingly, all organizational structures and operational policies and procedures of the Foundation shall be in full compliance with the Policy on Affiliated Foundations (BOR IX-2.00) as established by the Board of Regents and with such other policies relating to affiliated foundations that the Board of Regents shall establish. In instances where a Foundation structure, policy or procedure is in conflict with an official structure, policy or procedure of the Board of Regents, the latter shall take precedence.
The principal office of the Foundation shall be located on the campus of Bowie State University, 14000 Jericho Park Road, Bowie, Maryland 20715-9465. The Board of Directors of the Foundation may establish additional offices at such locations as the Board regards as necessary to support the purposes and programs of the Foundation.
The Board of Directors shall have the power and the responsibility to:
Section 1 – Size of the Board and Authority of All Members: The Board Directors of the Foundation shall be composed of twenty elected members and five ex-officio members. The ex officio members shall include the President of the University, the Vice-President for Institutional Advancement and the President of the National Alumni Association. All elected members of the Board, with the exception of the President of the University and ex-officio members, shall have equal authority to vote on all matters that come before the Board.
Section 2 – Method of Electing Board Members: Members shall be elected to the Board of Directors by having their names submitted by Governance Committee and elected by a majority of the Board at the Annual Meeting in June. All newly elected members will be fully installed on July 1st beginning of the fiscal year and have full privileges and rights of said position. If a seat on the Board is vacated before the expiration of the term, the Governance Committee shall submit a nominee to fill the unexpired term at any regular meeting of the Board.
Section 3 – Term of Office and Rotation Requirement for Elected Directors: Elected directors shall serve for a staggered term of two years. Elected directors may continue to serve until their successors are elected. Directors may be reelected to no more than three consecutive two year terms. A director who has previously served 3 terms shall not be eligible for reelection until one year has elapsed after the third term.
Section 4 – Classes of Elected Board Members: The Board shall elect three classes of elected members based upon the expiration date of a member’s term, with each class to be composed of a minimum of eight elected members.
Section 5 – Removal from Office: A member of the Board may be removed from office prior to the expiration of the prescribed term by a majority vote of the Board, but only for cause in accordance with due process procedures. A Director, who fails to attend two consecutive meetings of the Board, shall be referred to the Governance Committee for a review of the circumstances. The Governance Committee will submit their findings to the full Board. The board shall appropriate action to resolve the issue.
A Director who fails to fulfill their financial obligations to the board for two consecutive years without explanation shall be referred to the governance for review of the circumstances. The governance committee will submit their findings to the Board for resolution. The Chairperson, with consent of the board, shall have the authority to waive the financial obligation for a Board Member who has requested a waiver in writing because of a personal crisis or due to the declaration of a County, State, or National Emergency.
Section 1 – Titles of Officers: The officers of the Board of Directors shall be the Chairperson, Vice Chairperson, Secretary and Treasurer.
Section 2 – Method of Electing Officers: Officers of the Board shall be elected by having their names submitted by the Governance Committee to the Annual Meeting of the Board in June and elected by majority of the Board members present. If the Vice Chairperson, Secretary or Treasurer vacates the position before the expiration of the term the Governance Committee shall submit a nominee to fill the unexpired term at any regular meeting of the Board. Persons who are due for automatic rotation from the Board are not eligible for nomination to office if their rotation would result in vacating the office prior to completion of the term. The nominee must be in Good Standing, must have attended 80% of the meetings, met the financial obligation and served at least one full year on the Board as a voting member.
Section 3 – Term of Office and Removal from Office: The Officers of the Board shall serve for a term of two years and until their successors are elected. An officer may be removed from office prior to the expiration of the prescribed term by a majority vote of the Board, but only for cause and in accordance with due process procedures. Removal from office shall not automatically result in removal of that person from membership on the Board.
Section 1 – Powers and Duties of the Chairperson and Vice Chairperson: The Chairperson shall preside at all meetings of the Board of Directors and shall appoint the members of all committees other than the Executive Committee subject to approval of a majority of the Board. The Chairperson shall have authority to sign the annual Memorandum of Understanding establishing the relationship between the Foundation and the University and shall have authority to co-sign checks. The Chairperson shall execute other powers consistent with Robert’s Rules of Order in meetings and to carry out actions voted upon by the board.
Section 2 – Vice Chairperson: The Vice Chairperson shall perform the duties of the office of Chairperson, and if the Chairperson should vacate the office prior to the expiration of the term the Vice Chairperson shall automatically complete the unexpired term.
Section 3 – Powers and Duties of the Secretary: The Secretary shall give 30 days notice of all meetings of the Board of Directors and its committees and shall keep or cause to be kept a record of the minutes of all meetings of the Board and its committees. The Secretary shall also keep a record of the appointment of all committees of the Board.
Section 4 – Powers and Duties of the Treasurer: The Treasurer shall review monthly the financial status of the Foundation and present a summary report of the revenue and expenditures of the Foundation at each regular meeting of the Board of Directors. The Treasurer shall review monthly all transactions that were implemented by the Executive Director and endeavor to ensure that they are in full compliance with the Foundation’s prescribed fiscal policies and procedures. The Treasurer shall serve as Chairperson of the Finance Committee and shall have authority to co-sign checks on behalf of the Foundation.
The Executive Director of the Foundation shall be appointed upon the joint nomination of the President of the University and Chairperson of the Board and upon the approval of a majority of the Board of Directors. The Executive Director shall assist the Board to maintain control of the Foundation’s funds and properties and shall have authority to co-sign checks on behalf of the Foundation. The Executive Director shall manage the day-to-day operations of the Foundation in accordance with the Board’s prescribed policies and procedures and in accordance with the Memorandum of Understanding that is executed annually between the Foundation and the University prior to the beginning of each fiscal year. The Executive Director shall ensure that prescribed operational and financial reports relating to the Foundation are prepared and submitted to the President of the University in their capacity as responsible official for the foundation, and additional copies of such reports shall also be submitted to the Chairperson of the Board, the Treasurer of the Board and Executive Director of USM Foundation to ensure that spending is being properly monitored. The Executive Director is prohibited from representing the Foundation in any negotiations between the Foundation and the University unless authorized by the Foundation Board of Directors.
The President of the University is designated by the Board of Regents to be the Responsible Official of the University of Maryland System for conducting relations with the Bowie State University Foundation. In this capacity the President has the authority and responsibility to:
Section 1 – Annual and Regular Meetings of the Board: There shall be four regular meetings of the Board of Directors annually which shall be held during the months of September, December, March and June on such date and place as may be designated by a joint agreement of the Chairperson and the University President or by a majority of the Board. The meeting held in June shall be designated as the Annual Meeting of the Board. Any notice of a call meeting, by phone or in person, must set forth the purpose of the special meeting; newly elected Board members can attend the Annual Meeting as a guest. Regular meetings will occur in person or via conferencing platforms, such as Zoom.
Section 2 – Special Meetings: Special meetings of the Board of Directors may be held at any time and place at the call of the Chairperson and the President acting jointly or at the call of the Chairperson and the Secretary acting jointly upon the petition of one-third of the members of the Board of Directors. Any notice of a call to a special meeting must set forth the purposes of the special meeting.
Section 3 – Notice of Meeting: Written notice specifying the time and place of all meetings of the Board of Directors shall be sent by the Secretary to each director at least ten days prior to the designated date for such meeting. Such notice shall include a proposed agenda for each regular meeting, but matters brought before the meeting shall not be limited to those set forth in the proposed agenda. In the case of special meetings, no business shall be transacted at such meetings that do not relate to the purpose stated in the notice.
Section 4 – Quorum and Act: A majority elected of the Directors present shall be necessary and to constitute a quorum for the transaction of business, and the act of the directors present and voting at a duly called meeting shall be an act of the Board or any committee, except as may be provided elsewhere in these bylaws.
Section 5 – Order of Business and Rules of Procedure: The order of business at all meetings of the Board or its Committees shall be as follows:
The above order may be changed by a vote of the majority of members present at the meeting. The proceedings and business of all Foundation meetings shall be governed by Robert’s Rules of Order unless otherwise provided herein.
Section 1 – Special or Ad Hoc Committees: There may be such special or ad hoc committees as the Board of Directors may from time to time establish for the discharge of particular duties. The Chairperson of the Board shall appoint their members with the concurrence of the Board and shall designate one each of the members to serve as chairperson and vice-chairperson of the committee respectively.
Section 2 – Standing Committees: The standing committees of the board is as follows:
Members of standing committees shall be appointed by the Chairperson annually after consultation with the Board at or following the Annual Meeting of the Board. Except for the Executive Committee and the Finance Committee, the Chairperson of the Board shall designate one each of the members of each standing committee to serve as chairperson and vice chairperson respectively. Except as otherwise provided in these bylaws, the Chairperson of the Board and the President shall be ex officio non-voting members of all standing committees, and each standing committee shall include at least three additional directors.
Section 3 – Committee Meetings: All standing committees shall meet at the discretion of the committee. Meetings of any Committee shall be called at the request of the Committee Chairperson or the Chairperson of the Board. The call for such meetings shall set forth the purpose for which the meeting is called. When the Committee convenes, it shall elect a Secretary for the meeting who will keep minutes of the actions taken, such actions being effective if approved by a majority of the Committee members present. Records of the action of each Committee shall be presented to the Board at its next meeting for approval or other action.
Section 4 – Staff Assistance for Committee: The chairperson of any Committee, with the consent of the Chairperson of the Board, may request the President of the University to appoint any officer of the University or member of the administrative staff to serve as a liaison between the Committee and the Office of the President. Such liaison shall assist the Committee in carrying out its duties.
Section 5 – Executive Committee: The Executive Committee shall be composed of the Officers of the Board, the Chairperson of the standing committees, the President of the University, and the Executive Director of the Foundation. The Chairperson of the Board shall serve as Chairperson of the Executive Committee, and the Vice-Chairperson of the Board shall serve as Vice-Chairperson of the Executive Committee. Between meetings of the Board of Directors, The Executive Committee shall have the right on behalf of the Board to exercise all of the authority of the Board with respect to the management of the Foundation though it may not take any action inconsistent with a prior act of the Board, may not dissolve the corporation, may not amend the bylaws, many not dismiss officers, and may not take final action with regard to any funds or properties of the Foundation.
The Executive Committee shall meet in January, May, August and November, and at least thirty days prior to each regular meeting of the Board and the Secretary with the request of the Chairperson or at least three committee members may call a special meeting. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business, and the minutes of the meetings of the Executive Committee shall be distributed within twenty one days after each meeting to each member of the Board of Directors. At each and every meeting of the Board of Directors, the proceedings and actions taken by the Executive Committee since the last meeting of the Board shall be reported.
The Executive Committee shall coordinate with the Executive Director in planning, developing and executing programs designed to raise funds that support the purposes of the Foundation and programs that create a positive image of the Foundation.
Section 6 – The Finance Committee: This Committee shall be Chaired by the Treasurer of the Board and be responsible for reviewing the proposed annual operating budget of the Foundation and making recommendations to the Board of Directors with respect to the proposed budget. It shall review major financial transactions not provided for in the budget and shall submit proposed variances with recommendations to the Board or to the Executive Committee. It shall periodically appraise the financial control and accounting systems of the foundation, recommend any changes that it deems appropriate, and select the banks, trust companies or other depositories into which the Foundation’s funds shall be deposited. It shall be authorized to request any employee of the Foundation to appear before it to report on the financial condition of the Foundation and to answer any questions the Committee might have. It shall ensure that a copy of the annual audit report of the Foundation is distributed to each board member.
Acting within the scope of investment policy guidelines established by the Board of Directors, the Committee shall have charge of the investment including the power to affect purchases, sales or exchanges of the investment assets of the Foundation. The Finance Committee may employ investment counsel and may delegate authority to purchase or sell securities for the account of the Foundation to such investment counsel or to any Officer of the University subject to such limitations as the Finance Committee may impose. The Finance Committee shall recommend changes in investments to the Board of Directors at each board’s approval.
Section 7 – Governance Committee: A Governance Committee will be appointed by the Chair of the Foundation and upon approval of the Board will be responsible for the establishment of the rules and procedures for vetting and nomination of candidates to be considered to serve on the Board of Directors. The list of qualified candidates and their Biographical information along with the rules for vetting candidates will be submitted at the Board meeting prior to the Annual Meeting. If a person is nominated or is self-nominated for an office on the board and is a member of the committee, they must recuse themselves from the committee.
The Governance Committee shall provide oversight of the Foundation’s structure, and review policies and processes to ensure compliance with the Foundation’s mission and high-functioning governance practices. The Governance Committee shall review and assess the participation and engagement of the members of the Board and develop and review succession plans related to Directors.
The Governance Committee shall foster an environment of open dialogue, sound governance and self-assessment among Directors, Foundation officers and staff. This assessment will be done through a rubric developed by the committee and approved by the board.
Section 8 – The Strategic Planning Committee: This committee will develop a strategic plan that will communicate the Bowie State University Foundation Board’s goals, action needed to achieve those goals and all other elements needed during the planning process. The Strategic Planning Committee shall produce fundamental decisions and actions that will shape and guide the Bowie State University Foundation Board when it has been adopted by the Board of Directors. The Bowie State University Foundation Board Strategic Plan shall have checks and balances and tools that measure success. The Strategic Planning Committee shall continuously monitor the action of the Board of Directors to make sure compliance to the plan is followed.
The Bowie State University Foundation Board Strategic Plan should align with the University Strategy Plan.
Section 9 – The Nominating Committee: This committee will identify candidates for election to the board. The committee will send out the application and any other documentation materials needed to all identified candidates. The nomination committee will vet and interview each to explain the obligation that is expected of members of the board. The Chairperson will present the names and recommendations to the Governance Committee for discussion and preparation for presentation to the Board at the annual meeting. The Governance will certify that all submitted candidates have met all compliance requirements. The Foundation Board will vote on each candidate for final action. The Chairperson will contact all selected candidates on July 1st about the Board decision.
Foundation Board Associates membership is open to all persons who have previously served as members of the Board of Directors and who wish to continue to support the Foundation but no longer wish to serve as active members of the Board. Foundation Board Associates will continue to make an annual donation to the Foundation and to serve as advisors to the Board. Foundation Board Associates will attend the annual joint meeting of the Board. The Board of Directors shall take responsibility for ensuring that each Board Associate receives copies of Board minutes, notification of the date and place of the meeting of the Board. Foundation Board Associates will not have voting rights during official board meetings.
The fiscal year of the Foundation shall begin July 1 and shall end on June 30 of the following year.
Section 1 – Authority to Execute Instruments: All contracts and major instruments that are not part of the routine operation of the Foundation may be executed only with the prior approval of the President of University, University legal counsel and Foundation legal counsel and the signatures of any two of the following: Chairperson, Secretary, Treasurer and Executive Director. All notes, drafts, acceptances, checks and evidence of indebtedness of the Foundation shall also require the signatures of any two of the preceding four officials.
Section 2 – Deposits: All funds of the Foundation shall be deposited to the credit of the Foundation in banks, trust companies or other depositories at the discretion of the Finance Committee.
Section 3 – Authorized and Prohibited Uses of Funds: The funds of the Foundation shall be expended solely for the purpose specified in the Foundation charter and in these bylaws and shall be paid only for the benefit of Bowie State University or its successor institution or institutions. The funds of the Foundation shall not be expended in a manner that is contrary to the policy, practice or specific arrangements of Bowie State University or its successor institution or institutions. The Foundation shall not retain or employ or pay any wage, fee or other compensation to any employee of Bowie State University without the prior approval of the President of Bowie State University.
Section 4 – Reimbursement of Expenses: Foundation funds may be used to reimburse Foundation employees, officers and directors for travel, entertainment and other expenses incurred in carrying out official business or activities of the Foundation. Such reimbursement is authorized only upon the presentation of itemized and signed vouchers.
Section 5 – Compensation Authorized to Employees but Not to Directors: Employees of the Foundation are authorized to receive reasonable compensation for their services, such compensation to be fixed by the Board of Directors, but no person shall receive any compensation for their service as a director of the Foundation. In addition, no director, officer or employee of the Foundation or any other persons shall receive any of the net earnings or pecuniary profit resulting from the operations and activities of the Foundation.
Each director and officer of the Foundation shall be indemnified by it against all expenses actually and necessarily incurred by such director or officer in connection with the defense of any action, suit or proceeding to which that person has been made a party by reason of being or having been such director or officer except in relation to matters as to which such director or officer shall be adjudicated in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty.
Section 1 – Conflict of Interest of University Employees: An officer or employee of the University may also serve as an officer or employee of the Foundation, but in such cases the person may not represent both parties in any negotiation between the University and the Foundation.
Section 2 – Conflict of Interest of Foundation Directors: A director shall be considered to have a conflict of interest if such director has existing or potential financial or other interest which impair or might reasonably appear to impair such member’s independent, unbiased judgment in the discharge of the member’s responsibilities to the Foundation, or such director is aware that a member of his or her family (which for purposes of this paragraph shall be a spouse, parents, siblings, children and any other relative if the latter reside in the same household as the director), or any organization in which such director (or member of his or her family) is an officer, director, employee, member, partner, trustee or controlling stockholder, has such existing or potential financial or other interests. All directors shall disclose to the Board any possible conflict of interest at the earliest practicable time. No director shall vote on any matter under consideration at a Board or Committee meeting in which such director has a conflict of interest. The minutes of such meetings shall reflect that a disclosure was made and that the director having a conflict of interest abstained from voting. Any director, who is uncertain whether they have a conflict of interest in any matter may request the Governance Committee to determine whether a conflict of interest exists, and the findings of the Committee shall be reported to the for resolution.
In administering its affairs, the Foundation shall not discriminate against any person on the basis of race, creed, color, religion, national or ethnic origin, sex or age.
Prior to each annual meeting of the Board of Directors, the Governance Committee shall review the Article of Incorporation and the bylaws in order to suggest any necessary changes. Either document may be amended by a majority two-thirds ( 2/3 ) vote of the Board Members present at any regular or special meeting provided that the written notice of such meeting also contains written notice of the substance of the proposed repeal action or amendment. All recommended amendments will first be reviewed by the Foundation Counsel for legal sufficiency.
Bylaws revised and approved by Foundation Board:
*Bylaws vetted by legal counsel
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