About the Foundation
The EOU Foundation is governed by a board of approximately 50 Trustees. The Trustees represent a wide range of interests and are spread throughout Oregon and the United States, but they share a common belief in the University and its mission. The Trustees meets once per year at the Annual Meeting held during fall term on campus to review the previous year and elect new members and officers.
Trustees as of October, 2018
Robert M. Allstott, ’85
Robert M. Allstott, ’85
ARTICLE 1: NAME AND OFFICE
Section 1. The name of this nonprofit corporation shall be: “EASTERN OREGON
UNIVERSITY FOUNDATION.” The period of existence of this corporation shall be perpetual.
Section 2. The registered office of the corporation shall be located at Eastern Oregon University in La Grande, Oregon.
ARTICLE 2: MEMBERS
The Foundation will have no members as such; a governing body known as the Trustees shall exercise all the powers of this corporation. Those firms, corporations or individuals making annual contributions to the Foundation shall be enrolled as donors to the corporation and the Trustees may establish classifications of donors.
ARTICLE 3: TIME AND PLACE OF MEETINGS
Section 1. An annual meeting of the Trustees shall be held at Eastern Oregon University, La Grande, Oregon, during the fall of said University each year; the exact time, date and place of this meeting shall be selected by the Board of Directors.
Section 2. Special meetings of the Trustees may be called by the President of the Foundation, eight (8) members of the Trustees or three (3) members of the Board of Directors.
Section 3. Written or printed notice stating the place, day and hour of any meeting of the Trustees shall be delivered, either personally or by mail to each Trustee entitled to vote at such meetings, not less than ten (10) nor more than forty (40) days before the date of such meeting.
Section 4. At any meeting of the Trustees, a majority of those present shall be able to transact any and all business of the Foundation. A referendum for written ballot by the Trustees may be requested of the President of the Foundation by five (5) Trustees.
Section 5. At any meeting of the Trustees, members entitled to vote may grant their proxy executed in writing prior to the meeting.
ARTICLE 4: TRUSTEES
Section 1. The affairs of the corporation shall be managed by its Trustees. The Trustees shall consist of individuals actively promoting the interest of Eastern Oregon University, its faculty, staff and students.
Section 2. There shall not be less than twenty-one (21) voting Trustee members. The President of Eastern Oregon University shall automatically be an ex-officio, non-voting member of the Trustees. Any employee of Eastern Oregon University who is a member of the Trustees must be an ex-officio, non-voting member of the Trustees unless an exception is made by the Trustees. A maximum of three (3) EOU employees may be voting Trustee members and only two (2) employees may serve on the Board of Directors at any given time.
Section 3. Members of the Trustees shall be elected to hold office for a three (3) year term, with no limit on the numbers of terms. Their election shall be by a majority vote of the Trustees via mail, phone, regular scheduled meeting or electronic ballot.
Section 4. If the voting membership of the Trustees drops below the requisite twenty-one (21), any vacancies shall be filled by recommendations from the Membership and Nominating Committee.
ARTICLE 5: OFFICERS
Section 1. The officers of the corporation shall be a President, a Vice-President, a Secretary and a Treasurer.
Section 2. The officers of the corporation shall be elected from the Trustees at the Annual Meeting of the Trustees. Each officer shall hold office for a one (1) year period or until such time as a successor shall have been duly elected. Any employee of the Oregon State System of Higher Education is not eligible to hold any officer position within the corporation.
Section 3. Any officer elected or appointed by the Trustees may be removed by the Trustees whenever, in its judgment, the best interests of the corporation would be served thereby. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled for the unexpired portion of the term from the Trustees by a majority vote of the Trustees.
Section 4. The officers shall meet as needed to discuss meeting materials and agendas prior to regular Board of Directors meetings. The officers shall also maintain operations and communication with University Advancement between Board of Directors meetings and will review Foundation policies and bylaws and will recommend amendments to the Trustees.
Section 5. President. The President of the Foundation shall be principal executive officer of the corporation and shall, in general, supervise all of the business and affairs of the corporation. The President shall preside at all meetings of the Trustees and all Board of Directors meetings, shall appoint necessary committees, and in general shall perform all duties incident to the office of President of the Foundation and such other duties as from time to time may be assigned by the Trustees or the Board of Directors.
Section 6. Vice-President. In the absence of the President of the Foundation, or in the event of the President’s inability to act, the Vice-President shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all of the restrictions of the office of President.
Section 7. Secretary. The Secretary shall be responsible for: keeping the minutes of the meetings of the Trustees and Board of Directors, seeing that all notices are duly given in accordance with the provisions of these Bylaws, maintaining the security of the corporate records, keeping a register of the post office addresses of each donor and in general performing all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President of the Foundation, the Trustees or the Board of Directors.
Section 8. Treasurer. The Treasurer shall be responsible for: supervising the custody of all funds, property and securities of the corporation; receiving and giving receipts for monies in the name of the Foundation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors, and performing all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President of the Foundation, by the Trustees or the Board of Directors.
ARTICLE 6: COMMITTEES
Section 1. There shall be five (5) standing committees appointed by the President of the Foundation. The committees shall be the Finance Committee, the Fundraising Committee, the Membership and Nominating Committee, the Audit Committee, and the Executive Committee.
Section 2. The Finance Committee shall be made up of a chair, who shall be a member of the Board of Directors, the Foundation President, Treasurer and at least three other members of the Board of Directors. The EOU Vice President for Finance and Administration shall serve as an ex-officio, non-voting member of the committee. The committee will develop a proposed budget for consideration by the February meeting of the Board of Directors each year, review monthly financial activity, review the investment portfolio of the Foundation at least annually and recommend changes to the Board of Directors for discussion and final consideration.
B. The Fundraising Committee shall be made up of a chair, who shall be a member of the Board of Directors, the Foundation President, and five (5) other members of the Trustees. The committee will review fundraising policies and priorities, including the policies and administration of scholarships, and recommend modifications to the Board of Directors.
The Fundraising committee will also review new gifts and fund agreements to determine if they meet criteria for acceptance by the Foundation as stated by the Foundation Gift Acceptance policy, oversee special fundraising groups, including the President’s Club, and determine giving levels and criteria for membership in these clubs.
C. The Membership and Nominating Committee shall be made up of a chair, who shall be a member of the Board of Directors, three (3) members from the Board of Directors and a minimum of two (2) Trustees. Duties of the Membership and Nominating Committee are to nominate officers of the Board, members of the Board of Directors, additional Trustees and to conduct an annual review of current and prospective members.
D. The Audit Committee shall consist of three (3) members of the Board of Directors or Trustees who do not serve on the finance or officer committees and the EOU Vice President for Finance and Administration. Duties of the Audit Committee are to review the annual Foundation audit and recommend it for adoption by the Officers and Board and to meet confidentially on audit issues.
E. The Executive Committee shall consist of the elected Officers and chairs of the Finance Committee, Fundraising Committee, Membership and Nominating Committee, the Audit Committee, and the Executive Committee.
Section 3. A majority of a standing committee shall constitute a quorum.
ARTICLE 7: Board of Directors
Section 1. The Trustees shall elect a Board of Directors of nine (9) to fifteen (15) voting members from the Trustees. They shall be elected to a three (3) year term with a limit of three (3) consecutive terms served and this term of service shall supersede the Trustee election date. The Board of Directors shall supervise the affairs of the Foundation. Each Officer of the Foundation shall automatically be a member of the Board of Directors; likewise, the President of Eastern Oregon University shall also be an ex-officio, non-voting member of the Board of Directors. All members of the Board of Directors who are employed by Eastern Oregon University shall be ex-officio, non-voting members of the board unless an exception is made by the Trustees. The Board of Directors shall meet at a minimum of at least once in each regular academic quarter at such time and place as may be determined by a majority of the Board of Directors. A majority vote of the members of the Board of Directors present shall be binding as to the action taken.
Section 2. A vacancy occurring on the Board of Directors shall be filled for the unexpired term at any regular or special meeting of the Board of Directors with the majority approval of the Board of Directors present.
Section 3. There shall be vested in the Board of Directors the right and authority to determine how funds of the corporation are to be expended without prior approval from the Trustees.
ARTICLE 8: BOOKS AND RECORDS
Section 1. The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of meetings for the Trustees, Board of Directors and any committee having any of the authority of the Trustees and shall also keep at the registered office a record giving the names and addresses of donors to the Foundation.
Section 2. The fiscal year of the corporation shall commence January 1 of each year and shall end on December 31 of the same year. The books and records of the corporation shall be maintained on a calendar-year basis.
Section 3. The Board of Directors shall have the Foundation accounts submitted to an audit annually.
ARTICLE 9: AMENDMENTS TO BYLAWS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the Trustees present at the Annual Meeting of the Trustees or at any special meeting if at least twenty (20) days written notice is given of the intention to alter, to amend, to repeal or to adopt new Bylaws at such meeting.
ARTICLE 10: DISSOLUTION
In the event of the dissolution of this corporation, all remaining assets (after satisfying all debts and liabilities) shall be distributed to Eastern Oregon University.
Last updated and approved: 10/17/2015