Bylaws of Lynn University

The name of this corporation shall be “Lynn University, Inc.” (hereinafter referred to as the “Corporation” or “University”).

The Board of Trustees shall have and exercise the corporate powers prescribed by law.

Its primary functions shall be policy making and responsibility for sound resource management of the Corporation. The Board of Trustees shall be free from undue influence from political, religious, and other external bodies and shall protect the University from such influence. The Board of Trustees shall further determine the general, educational, and financial policies, and shall have the power to carry out any other functions which are permitted by the laws of the State of Florida, the Articles of Incorporation of the Corporation, as amended and/or restated from time to time (the “Articles of Incorporation”) or the By-Laws of the Corporation, as amended and/or restated from time to time (the “By-Laws”). These powers shall include but shall not be limited to the following:

1. Determine and periodically review the purposes and the mission of the University;
2. Establish, review and approve changes in the educational programs of the University, consistent with its mission;
3. Establish policy and procedures regarding appointment, promotion, duration and dismissal of faculty members;
4. Approve periodically the terms and conditions of employment and salary policies of the University;
5. Appoint and periodically evaluate the President of the Corporation, who shall be the Chief Executive Officer of the Corporation;
6. Define the process for evaluation and regularly evaluate the responsibilities and expectations of the Board of Trustees;
7. Approve and authorize all earned and honorary degrees upon recommendations of the faculty;
8. Oversee and approve the budget of the University, and establish policy guidelines for the endowment and for all investments and major fundraising efforts;
9. Authorize the purchase, management and sale of all land, buildings or major equipment for use by the University;
10. Authorize the construction of new buildings and major renovations of existing buildings;
11. Authorize the incurring of debts by the University and securing thereof by mortgage and pledge of real and personal property, tangible and intangible;
12. Authorize any changes in tuition and fees within the University; and
13. Authorize officers or agents of the University to accept gifts or bequests on behalf of the University.

Section A - Authority of the Board of Trustees

The business and affairs of the Corporation shall be conducted under the direction of and the management, control and disposal of the property and funds of the Corporation shall be vested in the Board of Trustees of the Corporation (the “Board”).

Section B - Number of Members of the Board of Trustees

The number of members of the Board shall consist of not fewer than five (5) nor greater than twenty-five (25) in number.

Section C - Election and Terms of Members of the Board of Trustees

Members of the Board shall be elected by a majority vote of the members of the Board then in office at each Annual Meeting of the Board.

Members of the Board shall be elected from a list of nominees furnished to the Board by the Trusteeship Committee of the Board prior to the date of election and from such other names as may be placed in nomination by any member of the Board at the time of election.

1. Members of the Board shall serve as follows: Approximately one-third thereof, consisting of those members who have served on the Board for the longest period, shall serve for a term of one (1) year;
2. Approximately one-third thereof shall serve for a term of two (2) years; and
3. Any member of the Board elected after October 10, 2010, shall serve for a term of three (3) years.

Elections for approximately one-third of the members of the Board, whose terms of office expire at that time, shall be held at each Annual Meeting of the Board.

Members shall serve three (3) year terms until their successors are qualified and elected and may succeed themselves in office.

No person shall be eligible for election as a member of the Board prior to attaining the age of eighteen (18) years.

Section D - Removal, Resignations and Vacancies

Removal: During the first year of the first term, a member of the Board, the member may be removed from office, with or without cause, but not for a retaliatory, arbitrary or capricious reason. Thereafter, a member of the Board may be removed from office only for good cause and by a fair process at any meeting of the Board by the affirmative vote of two-thirds of the members of the Board then in office. Notice of the proposed removal of a member of the Board shall be provided to all members of the Board in the written notice of the meeting provided to each member of the Board in accordance with Article IX of these By-Laws. The meeting notice shall state that the purpose, or one of the purposes, of the meeting is the removal of the Trustee. During the meeting, the Trustee proposed to be removed for good cause shall be entitled to an opportunity during the meeting to be heard personally by the Board.

Good cause shall include, but shall not be limited to: (a) the failure or unwillingness of a Trustee to abide by the Bylaws, policies, and procedures of the University; (b) the failure or unwillingness of a Trustee to carry out the Trustee's duties or obligations in accordance with applicable law or the Bylaws, policies and procedures of the University; (c) any action by a Trustee that may negatively reflect on the University’s reputation or mission; (d) a conviction or plea to any misdemeanor (other than a traffic violation), felony, or any crime involving fraud, dishonesty, or misappropriation; or (e) willfully engaging in an act that constitutes a conflict of interest with the University without approval of the Board of Trustees.

Resignation: A Trustee may resign at any time by providing notice in writing to the Chair of the Board. In the case of a resignation that will become effective at a specified later date, the vacancy may be filled before the vacancy occurs, but the new Trustee may not take office until the vacancy occurs.

Vacancies: A vacancy on the Board may be filled by a majority vote of the remaining members of the Board at a regular or special meeting of the Board. A member elected to fill a vacancy shall be duly qualified and elected to serve for the unexpired term of the member.

Trustees Emeriti and Honorary Trustee

Section A - Trustees Emeriti

A member of the Board who has served as a Trustee for a minimum of three (3) terms or has served for a minimum of two (2) terms and attained the age of seventy (70) years may, upon recommendation of the Membership Committee, be elected by a majority of the members of the Board as a Trustee Emeritus. This position shall be reserved for those members of the Board who serve as Trustees with records of distinctive service. Trustees Emeriti shall be elected for three (3) year terms and may be re-elected without limit. They shall be entitled to receive notices of all meetings of the Board, to attend and speak at all such meetings, to receive minutes of all meetings of the Board and Executive Committee, and to be members of all committees except the Executive Committee. They shall have the power to vote in meetings of any committee on which they may serve, but shall not have voting powers in meetings of the Board. A Trustee Emeritus shall not be counted as a member of the Board for any purpose whatsoever.

Section B - Honorary Trustee

The Board may elect any person to the position of Honorary Trustee by a majority vote of the members of the Board. An Honorary Trustee shall have no voting rights or any of the rights or obligations of a member of the Board. An Honorary Trustee shall not be counted as a member of the Board for any purpose whatsoever.

Section A - Appointment and Term

The officers of the Board shall consist of a Chair and a Vice Chair and shall be appointed by the Board. Elections of the Chair and Vice Chair shall be held at the Annual Meeting of the Board. The Chair and Vice Chair of the Board shall serve for terms of three (3) years. A vacancy in the office of either the Chair or Vice Chair may be filled at any time by a majority vote of the members of the Board.

Section B - Additional Officers and Removal

The Chair and Vice Chair shall be members of the Board. The Board may approve the appointment of other officers of the Board as deemed necessary. Such other officers of the Board shall hold office at the discretion of the Board. All officers of the Board shall be subject to removal at any time by the Board by a majority vote of the Trustees at any Regular or Special Meeting called expressly for that purpose.

The Chair shall preside at all meetings of the Board, shall have a right to vote on all matters presented to the Board and requiring a vote, shall appoint to all committees the members who are approved by the Board, and shall have such other powers and duties as the Board from time to time may prescribe. The Chair shall give or cause to be given proper notice of all meetings of the Board of and shall keep or cause to be kept a record of the appointment of all members to all committees of the Board as well as a record of the minutes of all meetings of the Board and each of its committees. In the absence of the Chair, the Vice Chair shall perform the duties of the office of the Chair and have such other powers and duties as the Board may from time to time prescribe.

Section A - Appointment and Term

The officers of the Corporation shall be a President who shall also serve as Chief Executive Officer of the Corporation, one (1) or more Vice Presidents, a Secretary and a Treasurer. The President shall be appointed by the Board, and shall serve such term as may be determined by the Board at the time of the President’s appointment or election. One (1) or more Vice Presidents, the Secretary and the Treasurer of the Corporation shall be appointed by the President, subject to approval by the Board and such officers shall serve such terms as may be determined by the President at the time of their appointment. A vacancy in any office except the office of the President may be filled at any time by the President, subject to approval of a majority vote of the members of the Board.

Section B - Additional Officers and Removal

The President shall be a member of the Board. All other officers of the Corporation may not be members of the Board. The President may approve the appointment of other officers of the Corporation as deemed necessary, subject to the approval of a majority vote of the members of the Board. Such other officers of the Corporation shall hold office at the discretion of the President. Any Vice President, the Secretary or the Treasurer may be removed with or without cause at any time by the President.

Section C - Removal of President

The President of the Corporation may be removed from office only upon the affirmative vote of sixty-six and two-thirds percent (66 2/3%) of the members of the Board. This provision may be amended only upon the affirmative vote of sixty-six and two-thirds percent (66 2/3%) of all members of the Board.

Section D - Presidential Search Committee

In the event of death, resignation, disability or removal of the President, the acting President shall be determined by the Board.

The Executive Committee of the Board shall conduct such review and investigation as it shall deem necessary and appropriate, in order to submit nominations for candidates to fill the office of the President.

Powers and Duties of the Officers of the Corporation

Section A - President

The President of the Corporation shall be the Chief Executive Officer of the Corporation and the official advisor to and executive agent of the Board of Trustees and its Executive Committee. The President shall devote his full time, best efforts, skill and attention to the performance of those functions usually associated with the administration of a University and shall perform them faithfully, diligently, competently, and in a manner consistent with the policies of the University, as may be determined and amended from time to time, and in accordance with state, federal, and local laws and regulations that are applicable to the University. Such functions include, but are not limited to, the execution of the Board’s policies, the recruitment, hiring, supervision, training, promotion, and termination of faculty and other personnel in accordance with the University policies and law; the planning and implementation of all aspects of the University’s curriculum; student recruitment, programs, and services; institutional, faculty, and educational leadership; institutional advancement (including fundraising, annual giving, capital campaign, public, government, and alumni relations); athletics, implementation of any long-range strategic plan; budget formulation; presiding over the Academic Council and serving as an ex-officio member of all University committees; supervision of University buildings, grounds, and equipment controlled by the University; overall responsibility for financial systems and controls; ensuring all requirements are met to maintain the University’s accreditation; and administration of the affairs of the University as best serves the University, consistent with Board policy. The President shall keep the Board appropriately advised of concerns or issues facing the University and shall suggest policies, rules, regulations, and procedures to the Board for implementation that the President believes are necessary or desirable for the optimum operation of the University. The President shall have complete jurisdiction over the academic, auxiliary, athletics, and other programs of the University and all student matters. The President will be responsible to abide by all By-Laws, policies, practices, procedures or rules of the University, as may be amended from time to time.

Section B - Vice Presidents

Each Vice President of the Corporation shall have such powers and shall perform such duties as may be assigned by the President.

Section C - Secretary

The Secretary of the Corporation shall have custody of the seal of the Corporation and shall attest to and affix said seal to such documents as required in the business of the Corporation, including but not limited to deeds, bonds, mortgages, agreements, contracts, diplomas, evidences of the award of degrees, transcripts, abstracts of resolutions, certificates, minutes, and By-Laws.

Section D - Treasurer

The Treasurer of the Corporation shall be responsible for carrying out the mandates of the Board and its Internal Resources Committee in overseeing the financial resources of the Corporation including, but not limited to, cash, securities, stocks, bonds and all other property, personal or real, owned by the Corporation. The Treasurer shall assure that all books and accounts are accurately kept and furthermore, shall present annually a full and detailed financial statement properly audited by an independent certified accountant to the Board during a Board of Trustee meeting, or any other meeting of its Internal Resources or Executive Committees.

The Treasurer shall monitor the investments of the Corporation, including all funds and endowments, as recommended by the Internal Resources Committee, and approved by the Board. In addition, the Treasurer may be required to furnish a bond for the faithful performance and discharge of these duties, as may be directed by the Board or as otherwise required by the laws of the State of Florida.

Section A - Regular Meetings

There shall be three (3) regular meetings of the Board annually, which shall be held on such date and place as may be designated either by the Board, the Chair or the President of the Corporation. The Annual Meeting of the Board shall be the first meeting of each academic year.

Section B - Special Meetings

Special meetings of the Board may be held at the call of the Chair or the President of the Corporation. In addition, the Chair shall be required to call a special meeting on the request of no fewer than three (3) members of the Board.

Section C - Notice

Written notice of all meetings of the Board of Trustees shall be sent by the Chair to each member of the Board at least ten (10) days before the date of the meeting. In the case of special meetings, the notice shall state the purposes of the meeting, and no business shall be transacted at such meeting that does not relate to the purposes stated.

Section D - Waiver of Notice

Whenever notice is required to be given under the provisions of the laws of the State of Florida, the Articles of Incorporation of the Corporation, as amended and/or restated from time to time, or of these By-Laws, a waiver in writing signed by the persons entitled to said notice, whether before or after the time stated therein shall be deemed equivalent thereto. Attendance of any member at any meeting of the Board shall be conclusively deemed a waiver of notice of that meeting unless objection is made at the outset of such meeting for the failure to give proper notice. A member of the Board may, however, waive notice of any meeting and, if permissible under the laws of the State of Florida, any action which may be taken by the Board at a meeting thereof, may be taken by means of all of the members of the Board signing a written consent to take such action in the manner provided for by the laws of the State of Florida.

Section E - Quorum and Voting Requirements

A majority of all the Trustees of the Corporation shall constitute a quorum for the transaction of business, and the act of a majority of the Trustees present and voting at a duly called meeting of the Board at which a quorum is present or any committee shall be the act of the Board of Trustees or that committee except as may otherwise be mandated by statute or provided by the articles of incorporation or these By-Laws.

Section F - Presiding Officer

In case the Chair shall not attend a meeting at which a quorum is present, the Vice Chair shall call the meeting to order and preside. In the absence of both the Chair and Vice Chair, the Chair may ask any other member of the Board, with the exception of the President, to preside in his/her place at a meeting, in which case that Trustee shall preside but the substitution shall not continue beyond the meeting for which it is made.

Section G - Order Of Business

The order of business of the meetings of the Board, whether annual, regular or special, shall be as determined by the Board.

Section H - Procedures

The Board shall be governed in its procedures by the parliamentary rules in usage as set forth in Roberts Rules of Order, the most current.

Section I - Voting Record

At the request of any member of the Board, the “yes” and “no” votes of every member of the Board voting on any matter presented to the Board and requiring a vote shall be called and entered upon the minutes of the meeting.

Section J - Remote Meetings

Unless otherwise provided by law or these bylaws, members of the Board may participate in any meeting of the Board by means of telephone or other communication mechanism, including by video and/or internet-based conferencing whereby all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Any action required or permitted to be taken by the Board or by any of its committees may be taken without a meeting if all Trustees entitled to vote on the matter consent in writing to the action taken and the written consents are filed with the records of the Board. Such consents shall be treated as a vote at the meeting. Electronic mail or other electronic communication method satisfies the requirements of in writing.

Section A - Establishment

The Board may designate and establish additional committees as the Board deems necessary from time to time for the discharge of particular duties.

Section B - Standing Committees

There shall be standing committees of the Board specified in paragraphs F through K of this Article XI. Members of standing committees shall be appointed by the Chair, after consultation with the Board, annually, at or following the Annual Meeting of the Board. Except as otherwise provided in these By-Laws, the Chair and the President of the Corporation shall be ex officio members of all standing committees, and each standing committee shall include at least three (3) additional members of the Board. Except as otherwise provided in this Article XI, additional members, including persons who are not members of the Board, may be appointed. The chairman of each standing committee and a majority of the members of each committee shall be members of the Board.

Section C - Discontinuance

The Board may at any time discontinue any of its standing committees for such time as may be determined, and the duties of any committee so discontinued shall be performed during such discontinuance by the Executive Committee.

Section D - Liaison

The chairman of any committee, with the consent of the Chair, may request the President of the Corporation to appoint an officer of the Corporation or a member of the administrative staff of the University to serve as a liaison between the committee and the office of the President, and the President shall designate such a person to perform that service. Such liaison person shall assist the committee in the carrying out of its duties.

Section E - Meetings

Except as otherwise provided in this Article XI, all standing committees shall meet as reasonably necessary but at least once annually.

Section F - Executive Committee

The Executive Committee shall have a minimum of three (3) members, all of whom shall be members of the Board. The Chair of the Board shall be the chairman chairperson of the Executive Committee.

1. Between meetings of the Board, the Executive Committee shall have general supervision of the administration and property of the Corporation except that, unless specifically empowered by the Board to do so, it may not take any action inconsistent with a prior act of the Board of Trustees, award degrees, alter these By-Laws, locate permanent buildings on tax-exempt property held for the Corporation’s purposes, remove or appoint the President of the Corporation or take any action which has been reserved for the Board.

2. The Executive Committee shall meet regularly at least three (3) times a year. Special meetings of the Executive Committee shall be called by the Chair or by at least three (3) of the members of the Executive Committee.

3. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business.

4. Minutes of the meetings of the Executive Committee shall be taken and shall be distributed promptly to each member of the Board following each Executive Committee meeting.

Section G - Trusteeship Committee

The Trusteeship Committee shall have a minimum of three (3) members. Except in unusual circumstances, the members of the Trusteeship Committee will not be officers of the Board of Trustees. It shall present to the Board nominations for members of the Board to be elected by the Board to serve as members of the Trusteeship Committee, and for the offices of Chair and Vice Chair of the Board. The Trusteeship Committee shall also assist in the identification, nomination, and orientation of new members of the Board. The Trusteeship Committee shall furnish information relating to the background and qualifications of all such nominees at least two (2) weeks prior to the Board meeting at which an election or appointment is scheduled to take place. The Trusteeship Committee shall conduct an assessment of the Board every three (3) years. The Trusteeship Committee shall also, subject to the requirements as set forth in these By-Laws, nominate Trustees Emeriti and Honorary Trustees. The Trusteeship Committee shall report to the Board at the Annual Meeting of the Board or otherwise as circumstances dictate.

Section H - Student Learning and Co-Curricular Life Committee

The Student Learning & Co-Curricular Life Committee shall have a minimum of three (3) members. Its scope of policy purview shall include the following divisions of the University: academic affairs, student life, and athletics.

(a) Academic Affairs: The Student Learning & Co-Curricular Life Committee shall, in cooperation with the President, study and appraise the quality of the academic program and measure the program relative to other comparable institutions in instructional expenditures, research and other relevant factors; advise the Internal Resources Committee on the specifications and requirements for financing the academic programs; and make such reports and recommendations to the Board relative to the foregoing as may be required. It shall also review matters affecting the faculty of the University, other than those affecting the academic program, including salary, pension, and other personnel policies. The Student Learning & Co-Curricular Life Committee shall review policy affecting other aspects of academic affairs of the University including but not limited to academic advising, the library, the registrar, and study abroad. It shall also consider proposals on such matters and report and make recommendations thereon to the Board as may be required.

(b) Student Life – The Student Learning & Co-Curricular Life Committee shall review policy affecting all aspects of student life of the University including but not limited to campus recreation, safety and security, career counseling, counseling, student health, multicultural affairs, residence life, counseling, student involvement, and student leadership. It shall also consider proposals on such matters and report and make recommendations thereon to the Board as may be required.

(c) Athletics – The Student Learning & Co-Curricular Life Committee shall review policy affecting all aspects of the student athlete experience. The Student Learning & Co-Curricular Life Committee shall advise the Board on matters relating to NCAA Division II and the Sunshine State Conference. It shall also consider proposals on such matters and report and make recommendations thereon to the Board as may be required.

Section I - Internal Resources Committee

The Internal Resources Committee shall have a minimum of three (3) members. Its scope of policy purview shall include the following divisions of the university: Business and Finance, Investments, Buildings and Grounds, and Information Technology.

(a) Business and Finance – The Internal Resources Committee shall review annual operating and capital budgets prepared and presented under the direction of the President and make recommendations with respect to the Board. It shall review major financial transactions not provided for in the budget and submit proposed variances with recommendations to the Board or Executive Committee. The Internal Resources Committee shall also review human resources-related policy. It shall also consider proposals on such matters and report and make recommendations thereon to the Board as may be required.

(b) Investments – Acting within the scope of investment policy guidelines established by the Board, the Internal Resources Committee shall have charge of the investment of all funds of the Corporation, including the power to effect purchases, sales or exchanges of securities and other investment assets of the Corporation. The Internal Resources Committee may employ investment counsel and may delegate authority to purchase or sell securities for the account of the Corporation to such investment counsel or to any officer subject to such limitations as the Internal Resources Committee may impose. The Internal Resources Committee shall report changes in investments to the Board at each Board meeting. It shall from time to time prepare and submit to the Internal Resources Committee estimates of expected endowment income. It shall also consider proposals on such matters and report and make recommendations thereon to the Board as may be required.

(c) Buildings and Grounds – The Internal Resources Committee shall review and analyze maintenance and operations policy, recommend improvements, and review and recommend approval of plans and cost estimates for new facilities. It shall also consider proposals on such matters and report and make recommendations thereon to the Board as may be required.

(d) Information Technology – The Internal Resources Committee shall review and analyze information technology policy, recommend improvements of existing hardware and software solutions, and review and recommend approval of plans and cost estimates for new information technology infrastructure. It shall also consider proposals on such matters and report and make recommendations thereon to the Board as may be required.

Section J - Audit Committee

The Audit Committee shall have a minimum of three (3) members. It shall periodically appraise the financial control and accounting systems of the Corporation and recommend any changes it deems appropriate, as well as represents and assist the Board with the oversight of the Corporation's compliance and any policies with applicable federal, state, legal and regulatory requirements. It shall recommend the designation of an independent auditor each year and shall cause to be prepared and submitted to the Board at least once a year an audited statement of the financial condition of the Corporation as of the close of the Corporation’s fiscal year and of the receipts and expenditures for each year. The Audit Committee may request any designated independent auditor, or any officer or employee of the Corporation to appear before it to report on the financial condition of the Corporation and answer any questions the Audit Committee might have. In addition, the Audit Committee reviews the Internal Revenue Service Form 990 each year in accordance with Article XV of these Bylaws and ensures that procedures are in place to monitor executive compensation so that the compensation of such executives is within the parameters of fair market value for the positions they hold. The Audit Committee shall also periodically review the (i) the status of the Corporation's compliance with applicable laws and regulations, (ii) oversight of all university policies, and (iii) the scope and status of systems designed to promote the University's compliance officer, legal counsel and other third parties as determined by the Audit Committee. The President of the Corporation shall not be an ex officio member of the Audit Committee but may, upon invitation by the Committee, attend any meeting.

Section K - External Relations Committee

The External Relations Committee shall have a minimum of three (3) members. Its scope of policy purview shall include the following divisions of the university: Development and Alumni Affairs, Marketing and Communication, and Admissions. The External Relations Committee shall review and recommend fund raising and public relations programs which are necessary to enable the University to carry out its purposes. The External Relations Committee shall review policies related admissions and enrollment management. It shall also consider proposals on such matters and report and make recommendations thereon to the Board as may be required.

Section L - Appointment of Non-Board Advisors to Committees

The Board of Trustees may, from time to time, appoint as advisors, persons whose advice, assistance, and support may be deemed helpful in determining policies and formulating programs for carrying out the purposes and functions of the Board. Non-Board advisory members cannot be appointed to Board of Trustee standing or ad hoc committees without the Board approving each individually named proposed member. The advisors who are approved for membership via an affirmative vote by a majority of Board members attending the meeting at which the recommendation is presented shall serve for a specified term; however, they shall serve in a non-voting, advisory capacity and shall not be counted as a member of the Board or a committee member for any purpose whatsoever. At the discretion of the Board of Trustees, advisors may be compensated.

Advisors may be removed from Board committees on the recommendation of the committee chair and approved by a majority of committee members, after an affirmative vote by a majority of Board members attending the meeting at which the recommendation is presented.

The Corporation shall have the power to and shall indemnify any person who was or is a party to any proceeding from any judgments, liabilities or expenses incurred by reason of the fact that such person is or was a member of the Board, an officer of the Board or officer of the Corporation, including indemnification for attorneys’ fees and costs incurred in connection with such proceeding to the full extent permitted under the laws of the State of Florida. Further, this Corporation will purchase and maintain appropriate errors and omissions insurance as the Board deems appropriate.

Indemnification of persons serving or who have served as employees or other agents of the Corporation may also be provided by the Corporation whenever and to the extent authorized by a disinterested majority of the Trustees of the Corporation.

Any such indemnification may include payment by the Corporation of reasonable expenses incurred in defending any such action, suit or other proceeding in advance of the final disposition thereof, upon receipt of an undertaking by the person indemnified to employ counsel satisfactory to the Corporation and to repay such amount if it shall ultimately be determined that the person is not entitled to indemnification under this Article.

Notwithstanding the foregoing provisions of this Article, no indemnification shall be provided for any person with respect to any matter (a) as to which the person shall have been adjudicated in any proceeding or determined by a disinterested majority of Trustees then in office not to have acted in good faith in the reasonable belief that the person’s action was in the best interests of the University, or (b) disposed of by a compromise payment, pursuant to a consent decree or otherwise, unless the person shall have been determined to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation, such determination to be made by a disinterested majority of all Trustees then in office and, if the person is a Trustee, after receipt of a favorable opinion of counsel. If there is no such disinterested majority of all the Trustees, then, and in that event, such indemnification shall be made after receipt of a favorable opinion by disinterested counsel.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a Trustee, or an officer, employee, or other agent of the Corporation, or who is or was serving at the request of the Corporation as a member, director, Trustee, officer, employee, fiduciary or other agent of a corporation, trust or other organization in which the University has an interest, against any liability incurred by him or her in any capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability. This Article shall not limit any right of indemnification existing independently of this Article.

As used in this Article, the terms "member," "Trustee," "officer," "employee" and "agent" shall include their respective heirs, executors and administrators; and a "disinterested" person is one against whom the proceedings in question or another proceeding on the same or similar grounds are not then and had not been pending or threatened.

Section A - Purpose

The purpose of the conflicts of interest policy is to protect the Corporation’s interest when it is contemplating entering into a transaction, arrangement, or decision that might benefit the private interest of an officer, member of senior management, or Trustee of the Corporation (“interested person”). This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit organizations. Anything to the contrary notwithstanding, the University shall not indemnify any willful, wanton, or criminal action.

Section B - Definitions

Conflict of Interest: A conflict of interest may take many forms, but arises when an interested person, in a relationship with an outside organization, person(s), or partnership, is in a position to influence the decision regarding the Corporation’s business, research or in ways that could lead directly or indirectly to financial gain for the interested person or his or her family, or give improper advantage or others to the detriment of the Corporation.
Interested Person: Any officer, member of senior management, other Board designated member of management or member of a committee with Board delegated powers that has a direct or indirect financial or other interest, as defined below, is an interested person.

Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business or investment:

1. An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement; or
2. A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement. Such potential interest would exclude an ownership or investment interest of < 1%, provided there are no other employment contracts or financial arrangements with the entity or individual.

Similarly, a person has a financial interest if 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 individual), has directly or indirectly, through business or investment:

1. An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement; or
2. A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement. Such potential interest would exclude an ownership or investment interest of < 1%, provided there are no other employment contracts or financial arrangements with the entity or individual.

Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.

A financial interest is not necessarily a conflict of interest. Under Article XIII, Section C a person who has a financial interest may have a conflict of interest only if the appropriate committee or Board of Trustees decides that a conflict of interest exists.

Section C - Conflict of Interest Procedures

(a) Duty to Disclose: In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial or other interest and must be given the opportunity to disclose all material facts to the trustees and members of committees with board delegated powers considering the proposed transaction or arrangement.

(b) Determining Whether a Conflict of Interest Exists: After disclosure of the financial or other interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining trustees or committee members shall decide if a conflict of interest exists.

(c) Procedures for Addressing the Conflict of Interest:

1. An interested person may make a presentation at the board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.
2. The chair of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the board or committee shall determine whether the Corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested trustees whether the transaction or arrangement is in the Corporation’s best interest and for its own benefit and whether the transaction is fair and reasonable to the Corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.

(d) Violations of the Conflicts of Interest Policy:

1. If the board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
2. If, after hearing the response of the member and making further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section D - Records of Proceedings

The minutes of the board and all committee with board-delegated powers shall contain:

1. The names of the persons who disclosed or otherwise were found to have a financial or other interest in connection with an actual or possible conflict of interest, the nature of the interest, any action taken to determine whether a conflict of interest was present, and the board’s or committee’s decision as to whether a conflict of interest in fact existed.
2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.

Section E - Compensation

1. A voting member of the Board of Trustees who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.
2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.

Section F - Annual Statements

Each officer, member of senior management, other board designated member of management, trustee and member of a committee with board delegated powers shall annually sign a statement which affirms that such person:

1. Has received a copy of the conflicts of interest policy;
2. Has received and understands the policy;
3. Has agreed to comply with the policy; and
4. Understands that the Corporation is a non-profit organization and that in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

Section G - Periodic Reviews

To ensure that the Corporation operates in a manner consistent with its tax-exempt purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include determining whether compensation arrangements and benefits are reasonable in comparison to peer institutions.

Section H - Use of Outside Experts

In conducting the periodic reviews provided for an Article XIII, Section G the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the board of its responsibility for ensuring that periodic reviews are conducted.

In administering its affairs, the University shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, sexual identity, gender, gender expression, or gender identity, age, national origin, ancestry, citizenship, disability, gender related status, pregnancy, genetic disposition, veteran or military status, marital status, familial status or any other legally protected characteristic in accordance with federal and Florida State law.

It is the policy of the Board of Trustees of the Corporation that the Audit Committee shall complete and/or review Internal Revenue Service (“IRS”) Form 990 prior to filing it with the IRS. Once the Audit committee has reviewed IRS for 990, a copy shall be made available to all Board members prior to the filing of form 990. Board members shall exercise their best efforts to review Form 990 in a timely manner. Board members who have comments or revisions to the Form 990 shall submit these comments or revisions to the Audit Committee in a timely manner each year.

The Fiscal Year of the Corporation shall begin on the first day of July of each year and shall terminate on the 30th day of June of the following year. All financial records shall be kept on a fiscal year basis.

Section A - Amendment

These By-Laws may be changed or amended at any meeting of the Board by the affirmative vote of sixty-six and two-thirds (66 2/3%) of Board members present at a duly called meeting of the Board at which a quorum is present, provided notice of the substance of the proposed amendment is sent to all members of the Board at least ten (10) days before the meeting.

Section B - Review

Prior to each Annual Meeting of the Board, the Executive Committee shall review these By- Laws and suggest any necessary changes thereto.

The Articles of Incorporation, including Restated Articles of Incorporation, may be changed or amended at any meeting of the Board by the affirmative vote of sixty-six and two-thirds (66 2/3%) of Board members present at a duly called meeting of the Board at which a quorum is present, provided notice of the substance of the proposed amendment is sent to all members of the Board at least ten (10) days before the meeting.