Amended and Restated Bylaws of the Medical University of South Carolina Foundation

Article I

Name and Offices

Section 1.1. Name. The name of this nonprofit corporation is The Medical University of South Carolina Foundation. It has been incorporated under the laws of South Carolina as an educational, charitable, eleemosynary foundation.

Section 1.2. Offices. The principal office of the Foundation shall be in the County of Charleston, City of Charleston. The Foundation may also have offices at such other places as the Board of Directors may from time to time appoint as the purposes of the Foundation may require.

Article II

Fiscal Year

Section 2.1. Fiscal Year. The fiscal year of the Foundation shall begin on the first day of July and end on the last day of June in each year.

Article III

Purpose, Objectives, and Authority

Section 3.1. Purpose. The purpose of the Foundation is to promote educational, research, clinical and other programs of the University and the Authority. The Foundation is organized, and shall at all times be operated, exclusively for the benefit of, to perform the functions of, or to carry out the purposes of The University Medical University of South Carolina (the “University”) and The Medical University Hospital Authority (the “Authority”).

Section 3.2. Objectives. To promote the aforementioned purpose of the Foundation and consistent with the policies of the respective Boards of Trustees of the University and the Authority, the Foundation shall have the following objectives:

To promote the recruitment and retention of a superior faculty by encouraging and aiding their professional development through support of such academic pursuits as the establishment of academic chairs and distinguished professorships; the support of visiting scientists and special seminar programs; and support for other programs which will assure the proper intellectual environment for faculty growth.
To promote, through acquisition or construction of new facilities or the renovation of existing facilities, the development of new academic programs at the University and the Authority and to provide a mechanism for the improvement and expansion of existing programs.
To support the education programs in all colleges of the University and to promote and aid in providing continuing educational programs for faculty, alumni and other interested parties and to aid in the development of new and innovative programs which will benefit the University and the Authority.
To promote academic excellence by funding financial aid and assistance in support of scholarships to those students, who by past performance, have demonstrated their ability and desire to excel.
To promote, support and aid any and all other activities and programs, which will further the purpose of the Foundation as provided herein.

Section 3.3. Authority. To carry out the purpose and objectives, the Foundation shall have the authority:

To solicit, receive and acquire property of every kind by gift, devise, bequest or otherwise, and to hold, outright or in trust or otherwise, and to invest and reinvest in real and personal property or any interest therein, wherever situated, without limit as to amount.
To acquire, construct and operate facilities for the benefit of the University and the Authority.
To make contracts, incur liabilities and borrow money; to issue or endorse bonds, notes and other evidences of indebtedness; to execute and deliver deeds, leases, mortgages, pledges and agreements; and to apply for and hold any and all franchises, permits, patents, licenses, consents, grants, rights or interests whatsoever which the Foundation may deem necessary or appropriate for the accomplishment of its purposes; to sell, convey, lease, exchange, transfer or otherwise dispose of all or any of the Foundation's assets except as limited by the bylaws.
To have and exercise all other authorities necessary to carry out its purposes and to perform all other acts permitted by law to corporations under the law of the State of South Carolina provided that the corporation shall not engage in any activity not permitted to exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

Article IV

Board of Directors

Section 4.1. Number. Authority in and responsibility for the affairs of the Foundation shall be vested in a Board of Directors (each a “Director”). The number of Directors shall be thirty-one (31), but in the event of a vacancy, the Board may act with a lesser number until such vacancy is filled.

Section 4.2. Qualifications for Directorship.

The President of the University, ex-officio, non-voting.
Three (3) members of the Board of Trustees of the University, or other person appointed by the Board of Trustees of the University (with the aggregate total of Trustee/appointments not to exceed three (3)) (each a “University Director”).
Twenty-seven (27) individuals who are not directly affiliated with the University, five of whom are alumni of the University (each an “At-Large Director”).

Since the primary function of the Board of Directors is to develop policies which will facilitate the generation, investment and management of capital to meet priority needs of the University and the Authority, Directors should be individuals who have the interest, commitment and special expertise to assist in these endeavors.

Section 4.3. Terms of Directorship.

Term. Each University Director and At-Large Director shall serve for a term of three years (a “Term”), with the goal that Director elections are staggered to ensure the continuity of knowledge and leadership. An At-Large Director and a University Director shall serve no more than three consecutive Terms provided, however, upon a finding of special circumstances, this Term limit may be waived any number of times by the vote of a majority of the Board of Directors. Additionally, in the event that a Director is appointed as the Board Chair for a period that extends beyond his or her Term limit, such Director shall automatically be appointed to serve an additional Term in excess of the aforementioned Term limitation. After a lapse of one or more years, an individual may be re-elected to serve as a Director.
Abbreviated Term. The Board may elect any individual, in its discretion and at any time, to serve an Abbreviated Term that shall commence upon the election of such individual as a Director and continue until the following regular annual election (an “Abbreviated Term”). At the completion of an Abbreviated Term, such individual may be re-elected as a Director to serve a Term and such Abbreviated Term shall not count towards the Term limitations described in subparagraph (a) above.

Section 4.4. Methods of Election.

The At-Large Directors shall be elected by majority vote of the Directors then in office as described herein.
The three University Directors shall be elected by the Board of Trustees of the University.
Directors Emeriti shall be elected and may be removed by a vote of two-thirds (2/3rds) of the Directors then in office.

Section 4.5. Directors Emeriti. Any Director may be elected to the position of Director Emeritus without regard to the number of Terms served. Directors Emeriti shall be non-voting, shall serve until removed, and shall not be counted in the total number of Directors permitted under Sections 4.1 and 4.2.

Section 4.6. Resignation. Any member of the Board of Directors may resign at any time. Such resignation shall be made in writing, shall be submitted to the Secretary, and shall take effect at such time as is specified in the instrument.

Section 4.7. Removal.

Any At-Large Director may be removed, with or without reason, by the affirmative vote of two-thirds (2/3rds) of all of the voting Directors serving on the Board at any regular or special meeting called for that purpose. Any such Director proposed to be removed shall be entitled to at least five days notice of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.
Any University Director may only be removed by the Board of Trustees of the University.
The President of the University may only be removed by the University.

Section 4.8. Vacancies.

A vacancy in the office of President of the University, including on an interim basis, may only be filled by the University.
Any vacancy of a University Director may only be filled by selection by the Board of Trustees of the University consistent with the terms of this Article V.
Any vacancy occurring among the At-Large Director shall be filled by a majority vote of a quorum of the Board of Directors.

Section 4.9. Membership. As provided in the Foundation’s Articles of Incorporation pursuant to S.C. Code § 33-31-603, the Foundation does not have members within the meaning of S.C. Code § 33-31-140(23). Any use of “member” or “membership” in these Bylaws should be understood in its immediate context, and not to refer to “members” within such statutory definition.

Article V

Officers of the Board of Directors

Section 5.1. Officers and Duties. The officers of the Foundation shall be a Chair, a Vice Chair, a Secretary, and a Treasurer. With the exception of the Secretary and the Treasurer (as described below), all other officers shall be Directors who are entitled to vote on matters before the Board of Directors. The officers shall perform the duties prescribed by these Bylaws.

Chair: The Chair shall call to order and preside over all meetings of the Board. The Chair shall perform such duties as are incident to the office of Chair and shall have such other powers and duties as may be conferred upon him or her by the Board.
Vice Chair: The Vice Chair shall have full authority to act for the Chair in his or her absence or incapacity.
Secretary: The Chief Executive Officer of the Foundation shall serve, ex-officio, as Secretary to the Board of Directors and shall have supervision over the records of the Foundation, but he or she shall not be a Director and the Secretary shall not have the right to vote on any matter before the Board of Directors. The Secretary shall keep a correct record of all the proceedings of the meetings of the Board of Directors, and if necessary, any committee meetings. He or she shall attend to the giving of notices, have custody of the corporate seal and records, and affix the seal to all instruments required to be executed under seal as authorized by the Board of Directors. He or she shall perform such other duties as are incident to the office of Secretary and shall have such other powers and duties as may be conferred upon him or her by the Board of Directors in his or her capacity as Secretary.
Treasurer: The Treasurer shall be responsible for the recording of the receipts and disbursements and shall supervise the transmission of investment funds to the Foundation's investment managers. The Treasurer shall also make periodic reports of the Foundation's financial status to the Board of Directors. The Treasurer shall perform such duties as are incident to the office of Treasurer and shall have such other powers and duties as may be conferred upon him or her by the Board.
Other Officers: The Board of Directors may create, from time to time, other positions of office as it deems necessary.

Section 5.2. Election of Officers. Officers shall be elected annually from the Board of Directors of the Foundation, except the Secretary, who shall serve in an ex officio capacity as described herein.

Section 5.3. Resignation. Any officer may resign at any time. Such resignation shall be made in writing, shall be submitted to the Secretary or Chair, and shall take effect at such time as is specified in the instrument.

Section 5.4. Removal. Any officer may be removed, with or without reason, from office by the affirmative vote of two-thirds (2/3rds) of all of the voting Directors that are serving on the Board of Directors, at a special meeting called for that purpose. Any such officer proposed to be removed shall be entitled to at least five days notice of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.

Article VI

Powers of Board of Directors

In extension and not in limitation of the common law and statutory powers of Directors, the Directors shall have the discretionary power to invest and reinvest the assets of the Foundation in such manner as they shall deem proper, and from time to time to change investments as they shall deem advisable; to invest in or retain any stocks, shares, bonds, notes, obligations, and tangible or intangible assets (including without limitation any interests in or obligation of any corporation, partnership, association, business trust, investment trust, common trust fund, or investment company) ; provided, however, that the Directors shall not invest the property of the Foundation in such a manner as to violate Section 501(c)(3) of the Internal Revenue Code of 1986, as now in force or afterwards amended.. Additionally, the Board of Directors shall have the power, and it shall be considered within the scope of their duties, to serve as trustees of any trust of which the Foundation is a named beneficiary.

Article VII

Committees

Section 7.1. Committees. Except as otherwise expressly provided herein, the Chair shall appoint committees on an annual basis, including the Chair of each such committee, subject to approval of the Board. The authority, duties, and powers of the various committees are as set forth in Section 7.2, 7.3, 7.4, 7.5 and 7.6 of this Article VII, but may be limited or increased from time to time as the Board of Directors may so decide. Any individual who is not a Director, but has pertinent experience, education, or insight, may be appointed to be a member of any other committee of the Foundation by the Chair, subject to the approval of the Board; each such individual may serve until the next annual meeting of the Board and may be re-appointed for successive periods of service to any such committee. Notwithstanding the foregoing, only Directors may serve on the Executive Committee and the Governance Committee or as the chair of any committee.

Section 7.2. Executive Committee. To the extent not otherwise prescribed herein, the Executive Committee will be appointed by the Chair and approved by the Board of Directors. The Executive Committee shall consist of the President of the Medical University of South Carolina (ex-officio and non-voting), the Chair, Vice Chair, and other Directors of the Board, who shall be appointed by the Chair. The Chair of the Executive Committee shall at all times be the Chair of the Board. During the intervals between meetings of the Board, the Executive Committee shall have and may exercise all of the authority of the Board, except the Executive Committee shall not have the authority to remove any Officer or Director as contemplated under these Bylaws, amend or restate the Bylaws, or approve the dissolution of the Foundation.

Section 7.3. Investment Committee. The Investment Committee will consist of not less than three Directors, who shall be appointed by the Chair with the approval of the Board of Directors. The Investment Committee shall advise the Board as to the general investment policy and investment management of the Foundation. The Board of Directors hereby delegates the authority and empowers the Investment Committee to approve all actions on behalf of the Foundation within the parameters of the then-current investment policy of the Foundation as amended from time to time by the Board of Directors.

Section 7.4. Real Estate Committee. The Real Estate Committee will consist of not less than three Directors, who shall be appointed by the Chair with the approval of the Board of Directors. The Board of Directors hereby delegates the authority and empowers the Real Estate Committee to approve on behalf of the Foundation the receipt as gifts, purchase, financing, operation and sale of real estate in accordance with then-current policy of the Foundation regarding such subject matter as amended from time to time by the Board of Directors.

Section 7.5. Governance Committee. The Governance Committee will consist of not less than three Directors, who shall be appointed by the Chair, with the approval of the Board of Directors. The Governance Committee shall, from time to time, offer recommendations regarding and review proposed revisions to the governing documents and polices of the Corporation, including its Articles of Incorporation, Charter and Bylaws. Additionally, the Governance Committee shall assist the Board in connection with the Foundation’s on-going compliance with applicable law and Board-approved policies and shall serve as a point of contact for individuals concerned with violations thereof. Additionally, the Governance Committee shall present to the Board of Directors nominations (i) for Directors to be elected by the Board of Directors and (ii) for Chair and Vice Chair in accordance with Articles IV and V. The Governance Committee shall furnish information relating to the background and qualifications of all such nominees at least two weeks prior to the Board of Directors meeting at which an election or appointment is scheduled to take place. The Governance Committee shall also, subject to the requirements of Section 4.5 of these Bylaws, nominate any Directors Emeritus for consideration by the Board.

Section 7.6. Audit Committee. The Audit Committee will consist of not less than three members of the Board of Directors, appointed by the Chair with the approval of the Board of Directors. It shall review and guide the accounting and auditing practices of the Foundation and shall perform such other duties as the Board of Directors may direct.

Section 7.7. Finance Committee. The Finance Committee will consist of not less than three (3) members of the Board of Directors, appointed by the Chair with the approval of the Board of Directors. It shall review and provide direction on the financial statement reporting and budgeting process of the Foundation and perform other such duties as the Board of Directors may direct. The Finance Committee shall also keep the Board of Directors advised of the general fiscal policy and management of the Foundation.

Section 7.8. Additional Committees. The Board of Directors or the Chair may from time to time create additional ad hoc committees with such powers and duties as the Board of Directors or the Chair may prescribe.

Section 7.9. Ex-officio Committee Members. The Chair and Vice Chair shall serve as ex-officio, non-voting members of all committees on which they do not serve as regular members.

Section 7.10. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 7.11. Quorum / Manner of Acting. At any meeting of a committee, the presence of a majority of the committee members shall be necessary to constitute a quorum for all purposes, and the affirmative vote of three-fourths (3/4ths) of the voting committee members present at any meeting, at which there is a quorum present when a vote is taken, shall be the act of such committee, except as may be otherwise specifically provided by statute or these Bylaws. In the absence of a quorum or when a quorum is present, a committee meeting may be adjourned from time to time by vote of a majority of the committee members without notice other than by announcement at the meeting and without further notice to any absent committee member.

Article VIII

Meetings

Section 8.1. Quarterly Meetings. The Board of Directors shall meet quarterly.

Section 8.2. Special Meetings. Special meetings of the Board of Directors may be called any time by the Chair or Vice Chair, or by two Directors. All special meetings must have a fixed and specified agenda and will have been called for a specified purpose.

Section 8.3. Notice. Notice of the time and place of the quarterly meetings shall be served either electronically, personally, or by mail not less than ten nor more than forty days before the meeting upon each Director and officer of the Foundation. Notice of a special meeting must state the time, place and purpose or purposes thereof and shall be served electronically, personally, or by mail upon each member of the Board of Directors not less than ten nor more than forty days before such meeting.

Section 8.4. Quorum / Voting. At any meeting of the Board of Directors, the presence of a majority of the voting Directors in office immediately before the meeting begins shall be necessary to constitute a quorum for all purposes, and the affirmative vote of three-fourths (3/4ths) of the voting Directors present at any meeting at which there is a quorum present when a vote is taken shall be the act of the Board of Directors except as may be otherwise specifically provided by statute or these Bylaws. In the absence of a quorum or when a quorum is present, a meeting may be adjourned from time to time by vote of a majority of the members without notice other than by announcement at the meeting and without further notice to any absent member.

Section 8.5. Proxies. At a meeting of Directors, each voting Director present shall be entitled to one vote. No voting by proxy shall be permitted.

Section 8.6. Informal Action by All Directors. Any action required by law to be taken at a meeting of the Board of Directors, or any action that may be taken at the meeting of the Board of Directors or of any committee of the Board of Directors may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors or committee members entitled to vote on the subject thereof. Such consent shall have the same force and effect as a unanimous vote of the Board of Directors and shall be recorded with the minutes of the Foundation.

Section 8.7. Meeting by Telephone. Any one or more Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications device, which allows all persons participating in the meeting to hear each other, and such participation in a meeting shall be deemed presence in person at such meeting.

Section 8.8. Conflict of Interest. Any Director or officer shall declare himself/herself as "abstaining" from voting on any matter in which said Director or officer may be considered to have a conflict of interest. Such abstaining declaration shall be made for the record at the beginning of any such motion or discussion and shall be recorded in the official minutes of the meeting. The same conflict of interest procedures shall apply to any Director or officer participating in any committee vote.

Article IX

Indemnification

Section 9.1. Expenses and Liabilities. The Foundation shall, to the maximum extent permitted by Title 33, Chapter 31 of the S.C. Code of laws (the “SC Nonprofit Act”), indemnify each of its Directors, officers and Agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an Agent of the Foundation. For purposes of this Article, an “Agent” of the Foundation includes any person who is or was a director, officer, employee, or other agent of the Foundation; or is or was serving at the request of the Foundation as a Director, officer, employee, partner, joint venturer, trustee, or similar position.

Section 9.2. Advance of Expenses. The Foundation shall, to the extent permitted by law, advance reasonable expenses incurred or to be incurred by a Director, officer, or Agent in connection with any proceeding arising by reason of the fact that such person was or is a Director, officer, or Agent of the Foundation, provided such advance is authorized by the Board of Directors and permitted by law.

Section 9.3. Insurance. The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any Director, officer, or Agent of the Foundation against any liability asserted against or incurred by such persons in such capacity or arising out of his or her status as such, whether or not the Foundation would have the power to indemnify such persons against that liability under the provisions of this Article.

Article X

Staff

Section 10.1. Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Foundation and shall be responsible for the day to day operation of the affairs of the Foundation and shall in concert with the Board of Directors be responsible for the growth and development of the Foundation. The Chief Executive Officer shall be appointed by and be responsible to the Board of Directors. The salary and benefits of the Chief Executive Officer shall be approved by the Executive Committee and shall be reasonable in amount.

Section 10.2. Chief Financial Officer. The Chief Financial Officer shall be responsible to the Chief Executive Officer for supervising the accounting procedures and the recording of receipts and disbursements.

Section 10.3. Additional Staff. Other staff will be recruited as needed.

Article XI

Audit

A qualified firm of certified public accountants shall be designated as auditors by the Board of Directors prior to the Foundation's close of business for each fiscal year to audit and examine the books of account of the Foundation, and to certify and report in writing to the Board of Directors the annual balances and condition of such books as prepared at the close of the fiscal year. The compensation of the auditors shall be determined by agreement between the Board of Directors and the auditing firm at the time of its employment.

Article XII

Registration

The Foundation may receive as its sources of income, gifts, bequests from wills, and restricted and unrestricted use of monies or properties of any kind or description from any and all sources, but no gift, bequest or devise of any such money or property shall be received and accepted if such gift, bequest, or devise is additionally restricted for any purpose other than charitable, scientific, literary, or other educational purposes within the meaning of those terms as used in Section 501(c)(3) of the Internal Revenue Code of 1986 as now in force or afterwards amended, or as shall, in the opinion of the Directors, jeopardize the federal income tax exemption of the Foundation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986 as now in force or afterwards amended.

Article XIII

Prohibition

No part of the net earnings of the Foundation shall inure to the benefits of or be distributable to its members, Directors, officers, or other persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in Article III hereof. No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Foundation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these bylaws, the Foundation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Revenue Law).

Article XIV

Dissolution

In the event of the dissolution of the Foundation, all of its assets shall be transferred by the Board of Directors to the University, an institution of higher learning under the laws of the State of South Carolina to which is committed the state function of operating health and educational causes for the benefit of the State of South Carolina or to one or more nonprofit exempt organization(s) within the meaning of Section 501(c)(3) of the Internal Revenue Code, dedicated to the support of the University, as determined by the Board of Trustees of the University. If the University is not in existence at that time, such assets shall be distributed to the Authority or to one or more nonprofit exempt organization(s) within the meaning of Section 501(c)(3) of the Internal Revenue Code, dedicated to the support of the Authority, as determined by the Board of Trustees of the Authority. If the Authority is not in existence at that time, such assets shall be distributed pursuant to the direction of a Court having jurisdiction over the Foundation to an organization to be used in such manner as in judgment of the Court would best accomplish the purposes for which the Foundation was organized.

Article XV

Separate Organization

Although the intention of this Foundation is to cooperate, augment and aid in the ways previously enumerated the educational, research, clinical and other programs of the University and Authority it is here and now to be clearly stated that the Foundation is a separate organization to be operated under its own charter and certificate of incorporation as laid down in the law of South Carolina for this and similar eleemosynary and educational trusts and foundations.

Article XVI

Amendments

The Board of Directors shall have the power to make, alter, amend and repeal the bylaws of the Foundation by affirmative vote of a majority of the Board of Directors provided, however, that the action is proposed at a regular or special meeting of the Board of Directors and adopted at a subsequent regular quarterly meeting except as otherwise provided by law. Notwithstanding the foregoing, the respective Boards of Trustees of the University and the Authority must be notified at least ninety (90) days in advance of any amendment to Sections 1.1, 3.1, or 3.2 or Articles IV, XV, or XVI.

Article XVII

General Provisions

Section 17.1. Seal. The Corporation shall be authorized to adopt a seal in circular form for its use.

Section 17.2. General. The regulation of the business and conduct of the affairs of the Corporation will conform to federal and state income tax laws and any other applicable federal and state law, including, but not limited to, the SC Nonprofit Act. In the interpretation of these Bylaws, wherever reference is made to the United States Code (U.S.C.), the United States Internal Revenue Code, Internal Revenue Laws or Treasury Regulations thereunder, the SC Nonprofit Act, the South Carolina Code or any other statute, or to any section thereof, such reference will be construed to mean such Code, Act, Laws, Statutes, or section thereof, and the regulations thereunder, as the case may be, as heretofore or hereafter amended or supplemented or as superseded by laws or regulations covering equivalent subject matter.

Section 17.3. Governing Law. These Amended & Restated Bylaws are executed and delivered in the State of South Carolina and they will be governed by, construed and administered in accordance with the laws of the State of South Carolina.

Revised 5/2022