AUF Board of Governance
Section 1 – General principles and powers
The Board of Governance is responsible for the overarching governance of the Foundation on an ordinary and extraordinary basis, with the exception of the day-to-day management and duties attributed to the other governing bodies as illustrated in the following articles.
The Board is embodied with the requisite independence to ensure it fully functions according to the Foundation’s best interests, bearing in mind the fiduciary responsibilities it possesses and seeking to manage institutional risk in order to fulfill the Foundation’s purposes in compliance with all applicable legal regulations. Individual Board Members are also subject to the policy and procedures established by the Board.
Additionally, Board Members shall actively participate in community outreach, fundraising, and special events.
Board Members shall have identical rights and responsibilities with the exception of the CEO and President, whose powers are described in this charter. AUF Officers who serve on the Board will also have the responsibilities and rights associated with their assigned positions in the institution.
The Board constantly monitors the activities of other governing bodies to whom day-to-day management is delegated in order to verify and ensure the ongoing health and efficacy of the Foundation, and it is committed to ensuring that yearly assessment is conducted for the governing bodies, CEO performance, and the self-assessment of Board Members.
The Board ensures that annual self-assessment activities are conducted to verify the service and individual involvement of Members. The annual assessment is conducted at the conclusion of the academic year and generally coincides with the Executive Committee’s preparation of the annual institutional assessment report presented at the subsequent Board meeting. Board self-assessment addresses areas such as mission and planning, policy role, Board-President relations, distinctions between the Board and other administrative bodies, educational programs and services, fiduciary role, conflict of interest and regulations, meetings, development opportunities, and overall satisfaction.
The Board’s main duties are as follows:
· The appointment (and termination), salary, requisites, and duration of the CEO role.
· The appointment, salary, requisites, and duration of the Statutory Auditor role upon review of the candidacies nominated by the CEO. Should the Board determine that proposed candidates do not satisfy the necessary requisites, the CEO must provide additional candidacies for Board approval.
· Establishing the general guidelines of the Foundation and related programs according to the purpose and activities described in Art. 3 and 4, and approving and/or revising the Foundation’s annual and/or pluriannual strategic plans (including new degree programs or academic and non-academic facilities).
· General responsibility for its students, personnel, faculty, and community constituents.
· Approval of budgets and financial statements presented by the Executive Committee.
· Deliberation of legacy gifts and donations received, and of the acquisition or alienation of real estate.
· Appointment of Supporting, Institutional, and Voluntary Participants.
· Appointment, by Board members, of the Board Chair and Board Vice-Chair.
· Appointment of Executive Committee members, with the exception of permanent members already defined in Art. 22 of this charter. Members are identified and proposed by the CEO. Should the Board determine that proposed candidates do not satisfy the necessary requisites, the CEO must provide additional candidacies for Board approval.
· Appointment of members for other committees deemed appropriate or beneficial for aiding the Board according to Board policy without jeopardizing Board authority.
· Deliberation of statutory revision.
· Deliberations related to Foundation closure, allocation of assets, and the teach-out plan;
· Deliberation of exclusions cited in Art. 17.
· Fulfillment of all duties outlined in the present charter.
The Board of Governance and its Members do not receive compensation of any kind for their work with the exception of expenses related to attendance at Board meetings.
Board Members, in addition to the CEO and CFO, will be covered by liability insurance provided by the Foundation for Board involvement and activities.
Section 2 – Membership and Nomination
The character and composition of the Board and its duties and responsibilities are of paramount importance to the governance and functioning of AUF. Understanding that above all student success is the guiding principle of the Board, it is additionally incumbent on the Members to know that their actions have real time implications, and that the decisions they make today affect the institution of tomorrow.
Furthermore, Board membership is sought from individuals who represent both diversity and an international outlook. The Board therefore supports and seeks to foster membership inclusive of varied skills, perspectives, and experiences, regardless of gender, race, ethnicity, or religious affiliation, in order to effectively position Board guidance of the institution’s mission fulfillment.
With the knowledge that engaged but independent minds are needed for effective governance and oversight, at least two-thirds of the Board’s members shall not have any financial interest in the institution, including as employee, stockholder, or corporate director. Members of AUF staff may serve as non-voting secretaries to the Board.
Membership of the Board is open to AUF alumni, community members, educators from affiliated institutions, entities, authorities, and friends of the institution and the AUF who share and support the AUF mission as specified in this charter.
The Board will consist of 9 (nine) to 15 (fifteen) Members nominated by the Foundation’s Founding Members who each have an equal number of nominations. Should Founding Members be unable to nominate all members for any reason whatsoever, existing Board Members will conduct a majority vote to fill vacancies.
All nominations as per those indicated above are formally ratified by the Board itself.
The Board elects amongst its members a Chair and Vice-Chair, and nominates a non-voting Secretary charged with overseeing meeting organization and the responsibility for maintaining accurate records of meetings, proceedings, and voted matters.
Section 3. Term Duration
Board Members serve 3-year terms and in any case until the approval of the financial statements of the term’s fifth year. Members may be re-elected.
An exiting Board Member may become an emeritus/emerita Board Member (non-voting participation at meetings) and may be contacted for advice and for historical references and rationales.
Should a Board Member be unable to complete a term (for death, revocation, or
resignation), a new Member will be nominated by the Foundation Founding Member who had originally nominated the exiting Board Member. The appointment is to be ratified by the Board at the next available meeting and the new Member’s term duration will parametrized according to that of the Board.
New Board Members will commence their term upon the Founding Member’s nomination and formal communication to the Foundation.
Section 4. Resignation, termination, and absences
Resignation from the Board, which may be requested at any time, must be in writing and received by the Board Chair and the CEO.
Board members may be excused from attendance upon communicating the reason of absence to the Board Chair and CEO prior to the scheduled meeting. Board members may be terminated from the Board due to excess absences or more than two unexcused absences from Board meetings in a year. A Board Member may also be removed for other validated reasons. Any removal must be approved through a three-fourths vote adopted by the remaining Members.
Once a Board Member’s duties have been terminated, the affected Member immediately loses access to the AUF online portal.
Section 5. Quorum
The Board of Governance conducts a valid meeting when a majority of Members are present and deliberate a majority vote unless the law or this charter require a higher quorum.
For deliberations regarding the topic of charter modification, in particular the closure and liquidation of the Foundation itself, the participation and vote must represent a minimum 2/3 (two-thirds) majority.
Section 6. Meetings, Notices, and Minutes
The Board of Governance may convene, within or at a location external to the Foundation, at the request of the Board Chair or the Board Vice-Chair in the Chair’s absence, or otherwise by the CEO or next-ranking Board Member in age seniority.
The convening may occur at the discretion of the Board Chair or CEO according to necessity or when at least one-third of the Board Members provide written reasons for the convening.
Regular Board Meetings occur at least twice a year for the scope of approving the upcoming year’s budget, the business and strategic planning, and, in the month of April, the previous year’s financial statement. The last item may be postponed if necessary to the month of June should there be institutional circumstances or Foundation activities that require it.
Notice of meetings are sent to Board Members at least 15 days prior to the meeting date, while a 3-day (working days) notice may be utilized for urgent meetings. Notices are sent via registered letters by fax or email and must contain the date/time, location, agenda, and, in the case of special meetings for urgent matters, the reasons for convening.
The Board Chair or Vice-Chair, if nominated, moderate meetings. In the absence of both, the next-ranking Board Member in age seniority may be nominated for chairing the meeting.
The Chair is supported by the Secretary who redacts the meeting minutes for the record book. If the Secretary is unable to attend, the Chair may delegate duties to an individual who may be external to Board Membership.
In addition, a portal is to be established in a secure area online so that Board documents may be accessible to Members and with some access allowed to relevant AUF officers. Documents include the charter, meeting minutes, meeting agendas, and other Board and institutional documents. The minutes and agendas of Board meetings regarding individual standings of Board Members or other officers, or other reserved matters will not be disclosed to general portal users and/or users who are not Board Members.
The portal may also be used as a shared workspace for the Board and the officers of the institution to communicate with each other, propose new initiatives, and aid in the review of documents prior to each meeting. Additionally, it will serve as a point of orientation for new Board Members and significantly aid with Board work.
Meetings may be held with the virtual participation of Board Members via videoconferencing provided that the following conditions and modalities are observed.
· The meeting chair is able to verify the legitimate identity of the virtual participants, regulate the meeting proceedings, conduct votes, and announce vote results.
· The Secretary is able to properly comprehend meeting events for keeping record of and producing meeting minutes.
· The meeting participants are able to simultaneously participate in the meeting items and in voting matters related to the official agenda, as well as view, receive, or transmit documents.
The Board Chair and the CEO have the authority to decide whether a meeting is to be convened in person, in person with some participants connecting virtually, or on a fully virtual basis.
For meetings conducted on a partial or fully virtual basis, related notices of scheduled meetings must indicate exact instructions such as connecting to the meeting and agenda participation (some technical details may be communicated in subsequent notices provided that they are received prior to the meeting date). A physical address is not required for inclusion in meeting notices for sessions that are fully virtual.
Meetings are considered convened in the location pertaining to the meeting chair and recording-keeping Secretary. Should the two individuals participate from separate locations, the meeting location is defined as where the minutes are recorded as minute-keeping of meeting events may take place at a deferred time.
If technical issues prevent a meeting intervention from occurring in a virtual setting, the meeting is considered null. In the case of a connection interruption, the Board Chair will temporarily suspend the meeting until connection is re-established. Should it become necessary to reschedule the meeting, the Board Chair will adjourn and reschedule the meeting and any deliberations approved prior to connection failure are considered valid.
In the case of connection failures for individual Board Members not caused by the hosting entity, it is not necessary to adjourn or reschedule the meeting.
Board Chair – Board Vice-Chair
The Board Chair and Board Vice-Chair are nominated by the Board of Governance. The Board Chair holds the legal representation of the Foundation in relation to third parties and in court proceedings, and therefore nominates attorneys in matters involving administrative and judiciary authorities.
The Board Chair exercises all powers necessary for the proper administration and management of the Foundation and in particular fosters relations with entities, institutions, public and private companies, and other organizations in order to establish collaborative networks that support the Foundation’s initiatives.
The Board Chair has an active and fundamental role in discerning matters to be considered in Board Meeting agendas, in aiding the communication between the Foundation’s governing bodies and in particular the Executive Committee, CEO, CFO, and the Board, as well as the single Board Members, in the pursuit of inspiring a model of shared governance.
Furthermore, the Board Chair ensures that new Board Members are guided in their duties and in relation to AUF in general. The Board Chair conducts Board meetings and reviews minutes before they are disclosed to Board Members for approval at the subsequent meeting. Minutes are also considered definitive and approved when shared with Board Members and no observations or comments are raised within three days of receipt.
The Board Vice-Chair may exercise the powers attributed to the Chair in the absence of or incapacity of the Board Chair. The Board Vice-Chair’s signature on Foundation proceedings and documents have full validity in the absence or incapacity of the Board Chair.