The Corporation is organized and operated as a non-stock, non-profit corporation exclusively for charitable, scientific and educational purposes without pecuniary gain or profit to its members or to any private individual. Generally, its purpose shall be to serve as an entity by which colleges, universities and other organizations may cooperate with one another and with government in acquiring, developing and using laboratories, and other research facilities, and otherwise in furthering knowledge and the application of that knowledge in the physical, biological, and other natural sciences and engineering.
ARTICLE II. MEMBERS
Section 2.01. Qualifications of Members. Members shall be institutions of higher learning, or other complementary organizations, whether for-profit or not-for-profit, which desire full participation in the activities of the Corporation, and which are willing and able to support and further the goals of the Corporation as stated herein and in the Articles of Incorporation.
Section 2.02. Rights and Privileges of Members. Members shall be represented on the Council of Presidents and the Board of Trustees, and are eligible to participate in all activities of the Corporation.
Section 2.03. Election of Members. Applicants for Membership may be nominated by any group of three Members or may file a written request for Membership with the Secretary of the Corporation. All nominations and applications shall be addressed in writing to the Secretary of the Corporation. A nominee may be elected to Membership by an affirmative vote of two-thirds of the entire Membership at any annual or special meeting of the Council of Presidents, provided that notice of the proposed election shall have been given by the Secretary of the Corporation not less than thirty days in advance of the meeting.
Section 2.04. Special Provisions. Institutions of higher learning from outside the SURA region, and any other organizations except institutions of higher learning whether inside or outside of the SURA region, may be elected as Members for successive five year terms without limitation on the number of successive terms. In no event shall the number of organizations described in this section exceed ten percent (10%) of the then-current Membership from within the SURA region.
Section 2.05. Voting Rights. Each Member shall have one vote on any matter on which Members are entitled to vote.
Section 2.06. Dues and Assessments. Each Member shall be liable for dues and assessments as fixed from time to time by the Board of Trustees. A Member shall not be liable for the portion of such dues or assessment if it shall resign within thirty days after change in dues or assessments. A Member that fails to pay its dues or assessments within ninety days from the time any such levy becomes payable shall be removed from Membership unless excused by a majority vote of the Board of Trustees taken at any annual or special meeting. A Member may make contributions in excess of the minimum dues and may choose to have any such excess credited toward any future levies on that Member.
Section 2.07. Resignation. Any Member may resign at any time by giving written notice to the Secretary of the Corporation. Such resignation shall take effect at the time of receipt of the notice, or at any later time specified therein. A resigning Member shall be relieved from liability for any dues or assessments levied with respect to any fiscal year commencing after the effective date of its resignation. In the event that any dues or assessments, or portions thereof, shall be refunded to Members, former Members shall be eligible to participate in such refunds on such basis as the Board of Trustees in its sole discretion shall consider equitable.
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ARTICLE III. COUNCIL OF PRESIDENTS
Section 3.01. Powers. The Council shall provide overall direction and leadership to the Corporation. The Corporation's affairs shall be conducted under the authority of the Membership through the Board of Trustees as selected by the Presidents of the Member institutions in accordance with Section 4.02.
Section 3.02. Organization. Each Member institution shall be represented ex officio in the Council of Presidents by its president or chief executive officer, however denominated. Each year at its annual meeting, the Council shall elect a Vice-Chair of the Council, who shall serve a one-year term, commencing on January 1, and ending with December 31. The Vice-Chair shall then succeed to the position of Chair. The new Chair will then serve a one-year term, and upon completion of such term, shall serve an additional one-year term as Immediate Past Chair. It is the intent of the organization that a full three-year leadership cycle be comprised of: 1) election to Vice-Chair for a one-year term; 2) succession to the Chair for a one-year term; and 3) service as Immediate Past Chair for a one-year term.
The Chair, Vice-Chair and Immediate Past Chair shall comprise the Elected Group of the Council of Presidents. The duties of the Chair shall be performed in the absence of the Chair by the Vice-Chair.
Upon adoption of the revised Bylaws, dated November 1999, an election for Vice- Chair shall be held, at which time the current Chair will continue in office for one year. On a one-time basis, a special election shall also be held when the revised Bylaws are adopted, to fill a one-year term as "Acting" Immediate Past-Chair. This special election is open to any president nominated in accordance with Section 3.08, Nominations, below.
Section 3.03. Annual Meeting. The annual meeting of the Council of Presidents shall be held between the first day of October and the thirty-first day of December at such date, hour and place as the Chair shall designate by notice mailed at least 30 days in advance of the meeting.
Section 3.04. Special Meetings. At the request of the Chair of the Board of Trustees, or at the request of the Board of Trustees, or at the request of not fewer than one-quarter of the members of the Council of Presidents, the Chair shall call a special meeting of the Council of Presidents at such time and place as the Chair may designate by notice sent by mail at least ten days in advance of the meeting and in which the purpose of the meeting shall be stated, unless such timely notice is waived by every member.
Section 3.05. Representatives and Proxies. At any meeting of the Council of Presidents, a member of the Council of Presidents may vote by proxy given to the institution's Trustee or other representative of the institution or to another member of the Council of Presidents. Such proxy shall be valid only for that meeting, and shall be revoked automatically if the member attends the meeting. Selection of members of the Board of Trustees may be conducted by mail.
Section 3.06. Quorum. A majority of the members of the Council of Presidents or their representatives or proxies as described in Section 3.05 above shall constitute a quorum at any meeting. If a quorum is not present, either in person or by proxy, a majority of the members present may adjourn the meeting from time to time until a quorum is present.
Section 3.07. Action by Council Without a Meeting. Any action required to be taken at a meeting of the Council of Presidents, or any other action which may be taken at such a meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all Council Members.
Section 3.08. Nominations. Annual nominations for the office of Vice-Chair and nominations for any special elections shall be in accordance with procedures determined by the Council.
ARTICLE IV. BOARD OF TRUSTEES
Section 4.01. Powers. The funds and business of the Corporation shall be managed by a Board of Trustees, which shall exercise all the usual powers of the board of directors.
Section 4.02. Composition. The Board of Trustees shall be composed of one representative from each of the Member institutions, selected by those institutions, known as institutional trustees, Trustees-at-large as determined by the Executive Committee, and members of the Elected Group of the Council of Presidents as described in Section 3.02 above or members of the Council of Presidents who are chairs of standing committees as described in Article VI. Faculty members and employees of Voting Member institutions shall not be eligible for election as trustees-at-large. Trustees-at large, as described in this paragraph, shall be non-voting members of the Board of Trustees. The President, as described in Article VII, shall be a non-voting member of the Board of Trustees.
Section 4.03. Term. The term of office for a Trustee from a Member institution shall be three years. Vacancies may be filled for unexpired terms by the affected Member institution by notice to the Corporate Secretary. The term of office for a Trustee-at-large shall be three years. Trustees may serve successive three year terms without limitation on the number of successive terms.
Section 4.04. Officers of the Board. In alternate years, at the annual meeting, the Board shall elect from its membership a Vice-Chair who shall serve for two years and then automatically succeed to the Chair for a two-year term. The election shall be from a slate of at least two candidates presented by a Board Nominating Committee appointed by the Chair of the Board of Trustees, plus any nominations from the floor.
The term shall commence on the first day of January and end upon succession to the Chair two years later. The Chair and, in the absence of the Chair, the Vice-Chair shall preside at meetings of the Board.
Upon completion of a term as Chair, the outgoing Chair shall serve a two-year term as Immediate Past Chair. It is the intention of the organization that a full six-year leadership cycle be comprised of: 1) an election to Vice-Chair for two years; 2) succession to the Chair for two years; and 3) service for two years as Immediate Past Chair.
The Chair, Vice-Chair and Immediate Past Chair shall comprise the Elected Group of the Board of Trustees.
Section 4.05. Meetings. The Board of Trustees shall meet annually between the first day of October and the thirty-first day of December on such date, place and hour as the Chair shall designate by notice mailed at least thirty days in advance of the meeting. The Board of Trustees shall hold at least one other meeting in each year. All meetings shall be at such times as the Board may determine by majority vote. Special meetings may be called at any time by the Chair of the Board of Trustees, and shall be called at the request of not fewer than one-quarter of the members of the Board of Trustees. One meeting shall be held at the principal office of the Corporation, and all other meetings may be held at a location sponsored by a Member institution or any other location determined by majority vote of the Board. Notice of each meeting shall be deposited in the mail at least thirty days, and notice of any special meeting at least ten days, before the meeting.
Section 4.06. Quorum. A quorum for transaction of business of the Board of Trustees shall consist of a majority of the whole Board, but less than a quorum shall have power to adjourn the meeting from time to time until a quorum is present.
Section 4.07. Action of Board Without a Meeting. Any action required to be taken at a meeting of the Board of Trustees, or any other action which may be taken at such a meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all Trustees.
ARTICLE V. EXECUTIVE COMMITTEE
Section 5.01. Authority of the Executive Committee. The Executive Committee, as further described in this Article V, is authorized to exercise any of the powers of the Trustees when the Board is not in session, to the extent permitted by law or these Bylaws.
Section 5.02. Composition of the Executive Committee. The Executive Committee shall be comprised of the following Trustees: the Elected Group of the Council of Presidents and the Elected Group of the Board of Trustees (the Elected Groups of the Council of Presidents and Board of Trustees, hereinafter collectively referred to as the "Elected Group of the Executive Committee"); the chair of each of the standing committees of the Board of Trustees; and, as a non-voting member, the SURA President (the standing committee chairs and the President hereinafter collectively referred to as the "Appointed Group").
Section 5.03. Governance of the Executive Committee. . The Chair of the Council of Presidents and the Chair of the Board of Trustees shall serve as Chair and Vice-Chair of the Executive Committee, respectively. The Executive Committee may make rules for the holding and conduct of its meetings, the notice thereof required and the keeping of its records.
Section 5.04. Quorum. A quorum for transaction of business of the Executive Committee shall consist of a majority of the whole Executive Committee. However, in no event shall any significant budgetary or programmatic action, as defined in Section 9.05, be taken by the Executive Committee without a special quorum of the Executive Committee, which must include at least four members of the Elected Group of the Executive Committee, the absence of which shall negate the presence of the special quorum required for such significant budgetary or programmatic actions. For purposes of establishing said special quorum, only principals as described in section 5.02 shall be entitled to vote.
Section 5.05. Compensation. The Board of Trustees shall elect a Compensation Committee that shall be responsible for approving the compensation of, or transactions with, disqualified persons as defined in Section 4958 of the Internal Revenue Code of 1986 as amended.
The Compensation Committee shall obtain appropriate data as to comparability of compensation levels of, or transactions with, disqualified persons. Appropriate data will include compensation levels and other consideration paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions or transactions; the location of the other organizations relative to the location of the Corporation, including the availability of similar specialties in the geographic area; independent compensation surveys by nationally recognized independent firms; actual written offers from similar institutions competing for the services of or transactions with the disqualified person; or other relevant data.
The Compensation Committee shall approve the salary range and specific salary of the Corporation President; shall forward appropriate salary ranges for other Corporation officers to the Corporation President for determination of a specific salary within the approved salary ranges; and shall approve the terms of a transaction or a compensation arrangement with other disqualified persons.
ARTICLE VII. CORPORATE OFFICERS
Section 7.01. General. The officers of the Corporation shall consist of a President; a Secretary; a Treasurer; one or more Vice Presidents; Assistant Secretaries or Assistant Treasurers; and such other officers as the Board of Trustees may from time to time determine to appoint. Any officer may hold more than one office except that the same person shall not be President and Secretary.
Section 7.02. Powers and Duties. The officers of the Corporation shall have the powers and perform the duties usually pertaining to their respective offices, with such limitations or additions as may be provided by these Bylaws, or prescribed by the Board of Trustees.
The President shall be the chief executive officer of the Corporation. The President shall serve at the pleasure of the Board or upon such terms as the Board specifies.
Section 7.03. Compensation and Reimbursement. An officer or employee may receive such reasonable compensation as determined under Section 5.05 above and the Corporation's compensation policies. Members of the Council of Presidents, the Board of Trustees and committees may be reimbursed for reasonable expenses incurred in travel to and attendance at their meetings, or in connection with other activities of the Corporation requiring their participation.
Section 7.04. Election and Terms of Office. Except for the President as provided in section 7.02, officers of the Corporation shall be elected at the annual meeting of the Board of Trustees and shall hold office for the calendar year commencing on the succeeding January 1 until their successors are elected. Officers shall be eligible for re-election. The Board of Trustees shall have power at any regular or special meeting to fill any vacant office for the unexpired term.
Section 7.05. Removal. Subject to the provisions of any employment agreement, any officer may be removed with or without cause by resolution adopted at any meeting of the Board of Trustees by a majority of the Trustees then in office.
Section 7.06. Resignation. Any officer may resign at any time by giving oral or written notice to the President or Secretary of the Corporation. Any such resignation shall take effect at the time of receipt of such notice or at any later date therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
ARTICLE VIII. SCIENTIFIC AND RESEARCH ACTIVITIES
Section 8.01. Directors of Activities. Each major scientific, educational, and research activity of the Corporation shall be under the charge of a director or other official as determined by the Board of Trustees. Each such activity shall be administered in accordance with policies established by the Board of Trustees, its committees, and the officers of the Corporation. The President, with the concurrence of the Executive Committee, shall determine the reporting requirements and the performance measures and expectations for each such director or other official.
Section 8.02. Selection. Each director or other official referred to in the foregoing section shall be selected by the Board of Trustees under procedures determined by it.
ARTICLE IX. CONTRACTS, LOANS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
Section 9.01. Execution of Contracts and Other Documents. The Board of Trustees or any duly authorized committee of the Board, except as by law or these Bylaws otherwise require, may authorize any officer or officers, agent or agents, in the name of or on behalf of the Corporation, to enter into any contract or execute any deed or other instrument, and any such authority may be general or confined to specific instances. Whenever the Board, in authorizing or directing the execution of any contract, deed or other instrument, shall fail to specify the officer or officers or other agent or agents who are to execute same, such contract, deed, or other instrument shall be executed in behalf of the Corporation by the President or any Vice President and, where necessary or appropriate, the Corporation's seal shall be affixed thereto and attested by the Secretary or any Assistant Secretary.
Section 9.02. Loans. Any officer or officers, or agent or agents, of the Corporation, or the Executive Committee thereunto authorized by the Board of Trustees, or by any duly authorized committee of the Board, may effect loans or advances at any time of the Corporation, in the ordinary course of the Corporation's business, from any bank, trust company or other institution or from any firm, corporation, or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidence of indebtedness of the Corporation and, when authorized so to do, may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances. Such authority conferred by the Board or any duly authorized committee of the Board may be general or confined to specific instances.
Section 9.03. Checks, Drafts, etc. All checks, drafts, and other orders for payment of money out of the funds of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Trustees or of any duly authorized committee of the Board.
Section 9.04. Deposits. The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trustee companies or other depositories as the Board of Trustees or of any duly authorized committee of the Board may from time to time select, or as may be selected by an officer or officers, or agent or agents of the Corporation to whom such power may from time to time be delegated by the Board or of any duly authorized committee of the Board.
Section 9.05. Significant Budgetary or Programmatic Actions. A significant budgetary action occurs when there is a change in excess of ten percent (10%) of the budget that was approved by the Board caused by any transaction(s) of the Corporation. A significant programmatic action occurs when a new programmatic initiative is proposed to be undertaken, an existing programmatic effort is proposed to be discontinued, any major change in the scope of any existing program results, or there is a change in the number or nature of standing committees as referenced in Article VI.
ARTICLE X. MISCELLANEOUS
Section 10.01. Fiscal Year. The fiscal year of the Corporation shall commence on the 1st day of October and end on the 30th day of the following September.
Section 10.02. Financial Reports. The Treasurer shall at least once a year, and whenever requested by vote of the Council of Presidents, the Board of Trustees or the Executive Committee, render a full and detailed account of all receipts and expenditures and submit a schedule showing all property and funds of the Corporation and the changes, if any, since his last report. Copies of the Corporation's annual financial statements, certified by the Corporation's auditor, shall be delivered to each member of the Council of Presidents and Board of Trustees.
Section 10.03. Seal. The seal of the Corporation shall be circular in form and shall bear the name of the Corporation and the jurisdiction and date of its incorporation. The seal shall be in the custody of the Secretary of the Corporation.
Section 10.04. Indemnification. The Corporation shall indemnify each person described in Sections 13.1-875 and 13.1-881 of the Code of Virginia of 1950, as the same may be amended from time to time, (the "Code"), to the fullest extent allowed by Sections 13.1-876 and 13.1-877 of the Code.
Section 10.05. Communications. In any place in these Bylaws where the use of "mail" has been designated, it shall be deemed to include electronic mail (e-mail). Moreover, in order to facilitate communications, the use of telephone, video and other electronic media whereby all meeting participants may simultaneously hear all of the other meeting participants may be employed and considered as effective for purposes of meeting attendance and quorum requirements as physical presence.
Section 10.06. Conflicts of Interest. The Board of Trustees shall adopt a Conflict of Interest policy applicable to the Trustees and officers of the Corporation.
