Educational Programs... Research Activities... This is UAS

CORPORATE PURPOSE

The purpose of this corporation is to promote and assist the educational programs and research activities of California State University, Los Angeles (Cal State LA). It is organized to establish mechanisms, which shall permit a substantially more creative capacity to shape the future, foster, encourage, and promote efficient and effective auxiliary program-management. The framework of this organization includes: (a) promoting improved use of information management resources; (b) intelligently and diligently seeking out the very best opportunities for investment; (c) improving organizational versatility to take advantage of appropriate opportunities; (d) exercising ongoing review of the composite administrative structure; and (e) performing other acts that engage in and carry out any lawful activities connected with, incidental to or designed to promote, assist or accomplish the purposes stated under this section or in the Articles of Incorporation.

CORPORATE POWERS

This corporation shall have all the power now or hereafter belonging to, or conferred upon, corporations organized under the provisions of the California Nonprofit Public Benefit Corporation Law, and California State University auxiliary organizations under the California Education Code.

BOARD OF DIRECTORS AND POWERS

The Board of Directors shall consist of up to seventeen (17) Voting Directors. Subject to the provision and limitations of the California Nonprofit Corporation Law and any other applicable laws, and subject to any limitations of the Articles of Incorporation and these Bylaws, the business and affairs of this corporation shall be managed, and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board of Directors may delegate the performance of any duties or the exercise of any powers to such officers or agents as may from time to time by resolution be designated.

This corporation shall not carry on any activities which are inconsistent with state or federal laws, or regulations or policies of the California State University or Cal State LA. The corporation shall be operated as an integral part of the educational program of Cal State LA, and its operations shall be integrated with Cal State LA operations as administered or supervised by the University President.

COMPOSITION AND SELECTION

Directors: There shall be six (6) Administrator Directors who shall be the Cal State LA President, or President's designee, the Cal State LA Chief Financial Officer (CFO) and a Cal State LA administrator appointed by the CFO, the Cal State LA Associate Vice President of Research and two (2) senior Cal State LA administrators.

Staff Directors:  The Staff Directors shall be two (2) staff members appointed by the Board of Directors upon recommendation of the Executive Committee and the endorsement of the Cal State LA President for three (3) year terms.

Faculty Directors: There shall be three (3) Faculty Directors who shall be the Chair of the Academic Senate, or his or her designee (who like the Academic Senate Chair shall be a voting member), and two (2) faculty members appointed by the Board of Directors upon nomination of the Nominations Committee of Academic Senate for three (3) year terms. Of the two appointed faculty members, one must be an active principal investigator at the time of the appointment.

Student Directors: There shall be three (3) Student Directors who shall be the President of the Associated Students Inc., or designee, and two (2) students appointed by the Board of Directors upon recommendation of the Associated Students Inc. Board of Directors for one (1) year terms.

Community Directors: The Community Directors shall consist of three (3) community representatives appointed by the Board of Directors upon recommendation of the Executive Committee and endorsement of the Cal State LA President for three (3) year staggered terms. Community Directors shall be limited to two (2) consecutive three (3) year terms, with at least a one (1) year break before serving on the Board thereafter. In the event that a Community Director position is vacated prior to the end of a three (3) year term, the Board of Directors shall appoint, according to the provisions of this Section 5.03(e), another Community Director to fulfill the remainder of the terms so as to preserve the staggered term sequence. The Community Director appointed to complete the term due to vacancy shall be limited to an additional three (3) year term, with at least a one (1) year break before serving on the Board thereafter.

DIRECTOR TENURE

All Directors, except the Cal State LA President and CFO, shall be designated, selected or appointed as provided herein, and all Director vacancies, occurring other than by expiration of term of office, shall be filled in the same manner. The term of office of each person appointed to a vacant Director seat shall begin immediately after such designation, selection or appointment, and shall terminate when the term of office of his or her predecessor would have terminated. Notice of resignation by a Director shall be submitted to the Secretary-Treasurer.

FREQUENCY OF BOARD MEETINGS

Regular meeting of the Board of Directors shall be held once during each quarter and may be called by the President of the Board of Directors, by a majority of Directors, or by any other officer on the Executive Committee.

MEETING AGENDA

An agenda listing the matters to be considered at each meeting shall be given to each Director and to any person so requesting, at least seven (7) calendar days before a regular meeting, or twenty-four (24) hours before a special meeting.

OPEN MEETING

All meeting of the Board of Directors and its Committees, shall be open to the public, and all persons shall be permitted to attend any meeting of the Board. However, the Board and its Committees may hold closed sessions during any meeting to consider those matters that may lawfully be considered in such sessions under Article 2 of Chapter 7 of Part 55 of the Education Code, commencing with Section 89923, or any successor statute thereto.

STANDING COMMITTEES

There shall be the following committees: Executive, Finance and Investments, Audit, Human Resources, and Research. The duties and composition of the standing committees of the Board of Directors shall be contained in the Company's Bylaws.

DIRECTOR COMPENSATION

The Directors of this Corporation shall serve without compensation, except their actual expenses approved in advance by the Executive Committee.

OFFICERS AND ELECTION

The Officers of this corporation shall be President, Vice President, Secretary-Treasurer, and such other officers as the Board of Directors may appoint. The Cal State LA CFO shall designate the Secretary-Treasurer who shall possess the fiscal and administrative qualifications to discharge the duties of this position. The Board of Directors shall elect the President and Vice President and any other officers except the Secretary-Treasurer for terms of one year, or until their successors are elected and qualified. The annual election shall be held concurrently with the regular meeting in the last Board meeting of each fiscal year. All Officers shall be drawn from the Board membership. The duties and responsibilities of the officers will be contained the Company's Bylaws.

CONFLICT OF INTEREST

No Director shall be financially interested in any contract or other transaction entered into by the Board, and any contract or transaction entered into in violation of this is void. No member of the Board may utilize information obtained by reason of Board membership for the personal gain, and the Board may recover any such gain realized. No Director shall participate in any deliberation or vote on any matter coming properly before the Board in which the Director has a personal financial interest, or which a constituency who the Director represents, other than the corporation, has any interest that would conflict with that Director's fiduciary responsibility to the corporation.