Article I. Name
The Educational Investment Fund (EIF) will have a Board of Directors, referred to as the "Board."
Article II. Purpose
The Board will assist the Professor of the EIF course in carrying out instructional responsibilities in the College of Business, and will have primary responsibility for maximizing opportunities by which students participating in the EIF course can increase their knowledge of the investment decision making process.
Specifically the Board will be responsible for:
- continually reviewing the educational content of the EIF program as it relates to the professional practice of investment management.
- serving in an advisory role for the establishment and amendment of the investment policy and objectives of the EIF program such that they remain consistent with the professional practice of investment management and the income needs of the EIF program.
- arranging special programs, which may include guest speakers and visits to business settings, in order to provide a link between the student’s classroom experiences and investment management practices within the investment community.
- playing an active role in promoting the growth of the EIF program through fund-raising activities.
- carrying out other responsibilities that may from time to time be assigned to the Board by the Dean of the College of Business or his designee.
Article III. Board Membership
- The Board will be composed of a minimum of ten but no more than 20 investment professionals who have a sincere interest in Illinois State University and the Educational Investment Fund and a professor at large from the Department of Finance, Insurance and Law, appointed by the department Chairperson. The Dean of the College of Business, the Chairperson of the Department of Finance, Insurance and Law, and the faculty member assigned to the EIF class will be non-voting, ex officio members.
- Each Board member will be elected by the existing Board to serve a term not to exceed three years. The terms of directors may be staggered to provide continuity in leadership. There will be no limit to the number of terms which a director may serve. A director elected to complete the term of another will be elected only for the time remaining on the original director’s term.
- Annually in the fall semester, or more frequently if required to fill a Board vacancy, the Secretary of the Board will call upon the directors for nominations to succeed directors whose terms have expired, or have resigned.
- If a Board member fails to participate at an appropriate level, the Secretary will notify the Chairman of the Board and the Chairman will notify the Board member that failure to attend the next regularly scheduled Board meeting will be considered a resignation. If a Board member does not attend that meeting, the member’s resignation will be submitted to a vote at the next succeeding Board meeting. If the resignation is approved, the Secretary will notify the member of the action.
Any inappropriate action or unfulfilled duty by a board member can result in that member being removed by a majority vote of Directors present, in person or by proxy, at a duly called meeting. That Board member should be notified of this pending action 30 days prior to that meeting, to allow an opportunity for an explanation.
- Prospective candidates for Board membership will be identified by the Secretary in consultation with other Board members. After discussion, prospective candidates will be voted on by the current members of the Board. If the prospective member is approved by a majority of the current Board, the Secretary will notify the new member of the action. Newly elected Board members begin their term of office with the first regular meeting of the EIF Board following their election.
Article IV. Officers and Committees of the Board
- Annually, the Board of Directors, at its organization meeting, will elect from its members a Chairman and Vice Chairman. The Chairperson of the Finance, Insurance and Law Department will by virtue of his position be the Secretary of the Board.
- The Chairman of the Board, or in his absence the Vice Chairman, will preside over board meetings, have the authority to call meetings of the Board, and to appoint Board committees and officers of those committees.
- The Secretary will be responsible for notifying directors of Board meeting dates, and maintaining an accurate permanent record of each board meeting. Minutes of each Board meeting will be distributed by the Secretary to each Director within two weeks of the meeting.
- The Chairman of the Board, Vice Chairman, and other Board members will have no authority other than that given to them under the bylaws. No voting member of the Board will borrow in the name of, or obligate in any way, the Educational Investment Fund, or sell, assign, or pledge securities owned by the Educational Investment Fund, or be a signer on any deposit or investment account owned by Illinois State University or EIF.
Article V. Board Meetings
- Annually in the fall semester the Board of Directors will hold an organizational meeting to elect new directors and officers of the Board. Thereafter, board meetings will be called by the Chairman according to the needs of the EIF.
- There will be two meetings of the EIF Board each semester the EIF class is offered. The first meeting would occur early in the semester. The agenda of the first meeting of a semester includes: a question-and-answer session in which Board members interact with EIF students and other finance students on current investment topics. The second meeting would occur near the end of the semester. The agenda of that second meeting includes: presentations by current EIF students to the Board. The presentations will relate student decision-making processes, investment decisions, and performance of the fund relative to EIF fund objectives.
- A portfolio holdings report and a total rate of return performance report will be provided to the Board of Directors at each meeting. These reports are to be prepared in accordance with the professional standards generally accepted in the investment management industry. Additionally, a report outlining the portfolio decisions made at the end of a semester should be provided to the Board at the first meeting of the following semester.
- Notice of all meetings of the Board will be made to each Board member no less than ten days prior to the meeting by the Secretary. A scheduled Board meeting may be canceled if all directors are notified and a majority vote exists to waive holding the meeting.
- One-third of the membership of the Board will constitute a quorum. Board votes may be conducted by either roll call or written proxy. A majority vote in the affirmative of those directors in attendance, in person or by proxy, at a duly-called Board meeting will be required to elect a Director, pass resolutions, or approve other matters of business which require a Board vote.
- Recommendations requiring a Board vote will be transmitted in writing to the Secretary who will make copies available to each Board member prior to the meeting at which the recommendation is placed on the agenda.
- Voting on any matter before the Board, on which motion is made, will be by roll call unless otherwise determined by the presiding officer. Proxy votes will be permitted. H. Invited guests may attend meetings of the Board, and when called upon, may participate in the discussion.
- Board meetings will be conducted according to the most recent edition of Robert’s Rules of Order.
Article VI. Amendment of the Bylaws
- An amendment to the Bylaws will require an affirmative vote by a majority of Directors present, in person or by proxy, at a duly called meeting of the Board.
- No less than every third year the Chairman of the Board will select a committee from among the members of the Board to review the Bylaws.
- Suggested changes in the Bylaws will be submitted to the Secretary who will then distribute copies of the proposal to all Board members at least 30 days prior to the next scheduled Board meeting.
Article VII. Dissolution of the Board
The Board of Directors of the Educational Investment Fund may be dissolved by the Dean of the College of Business and the Illinois State University Foundation when the Board ceases to serve the interest of Illinois State University and/or its student body.
Approved September 2008