An Executive Committee shall be elected by the Board each fiscal year as provided in Section 1. The officers of the Foundation, the chairs of all Standing Committees and the Chancellor of the University shall serve as ex-officio, non-voting members of the Executive Committee, unless elected by the Board as full members of the Executive Committee. The Chair of the Foundation shall be the chair of the Executive Committee. The Executive Committee may invite Chairs of other committees to attend on an ad hoc or permanent basis as ex officio, non-voting members.
Between meetings of the Board, the Executive Committee may exercise all the powers of the Board, except that it shall not have the authority to (i) authorize distributions; (ii) elect, appoint, or remove Trustees, the Chair or the Vice Chair or fill vacancies on the Board or on any of its committees; (iii) to adopt or amend the annual budget; (iv) to adopt, amend or repeal the By-Laws or the Charter; (v) to approve or recommend the dissolution, merger or the sale, pledge or transfer of all or substantially all of the Foundation's assets. The power of the Executive Committee to act between meetings of the Board shall be limited to making commitments on behalf of the Foundation which do not exceed five million dollars ($5,000,000.00).
The Executive Committee shall advise the Board on matters within its special competence and undertake special projects in furtherance of the purposes of the Foundation. The Executive Committee shall oversee all contractual obligations of the Foundation, including legal, accounting and management services, and shall contract for such support staff and services as are utilized by the Foundation. The Executive Committee shall work with the University to review projects and to develop goals and objectives to meet the specific financial needs of the University requiring Foundation support.
The Executive Committee shall oversee all fundraising and development activities of the Foundation, in accordance with the terms of the Affiliation Agreement. All restricted gifts and any and all agreements relating to any gifts shall be approved by the Executive Committee or by such officers as are delegated that responsibility prior to acceptance of such gifts. All endowed scholarships, endowed chairs or specially endowed faculty stipends also shall be approved by the Chancellor of the University prior to establishment. Any request that the Foundation accept funds as custodian or as other than the recipient of a gift of those funds must be approved by the Executive Committee.
The Executive Committee shall appoint the governing bodies of all subsidiaries of the Foundation, whose members need not be Trustees.
The Executive Committee shall report to the Board at the next regularly scheduled meeting all decisions made by it since its last report to the Board. The Board may overturn the ongoing or prospective application of any decision made by the Executive Committee.
-By-Laws of the University of Chattanooga Foundation, Article VI, Section 2