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UTMB Development Board

Bylaws

Article I.

Role, Purpose, and Mission 

1.1

Role.  The Development Board was established by The University of Texas Board ofRegents Rules and Regulations, Part One, Chapter VII, Section 5, as the official agency responsible, through the UTMB President and the UT System Chancellor, to the Board of Regents for all private fund development for UTMB.

1.2

Purpose.  The regents’ charge to the Development Board is to advise and assist the UTMB administration with external relations; to advise and assist the UTMB administration in long-range planning; to study the needs and opportunities for private funding at UTMB; to develop gifts for general and unrestricted purposes; and to conduct special campaigns for specific funding objectives.

1.3

Mission.  The UTMB Development Board exists to foster goodwill and be an advocate for the University; to promote its strengths, address its challenges, and make the most of its opportunities; to assist UTMB in maintaining a strong financial position; and to provide counsel on issues, programs, and processes that lead to a stronger, more efficient, and more effective UTMB. Through their wisdom, influence, work, and resources, Development Board Members, in partnership with University leaders, help UTMB enrich the communities the University serves through its patient care, education, and research endeavors.

 

Article II.

Membership

2.1

Qualifications.  The membership of the Development Board shall consist of persons especially interested in the mission and the objectives of the University of Texas Medical Branch. 

2.2

Responsibilities.  Members of the Development Board are responsible for knowing the mission, goals, programs, and services of UTMB; for fostering the mission and purposes of UTMB; for participating in programs designed to help Members assist UTMB and in programs that support UTMB initiatives; for assisting UTMB in maintaining a strong financial position; and for supporting UTMB’s philanthropic endeavors. 

2.2

Membership and Privileges.  There shall be two levels of membership: 1) Active membership shall include Regular and Lifetime Members.  Active Members shall have one (1) vote on all matters before the Board.  2) Inactive Members are without vote and shall include Emeritus, Honorary, and Ex-Officio Members. 

2.4

Members.  The number of Active and Inactive Members shall be determined by the UTMB President.  Active membership shall be structured so that each year approximately one-third of the Member terms expire.  All Member terms shall begin September 1 to coincide with the start of the University’s fiscal year. 

2.5

Regular.  Regular membership shall be reserved for current, active members. 

 

A.

Terms. Terms shall be three years in duration, except for school Alumni Association Presidents and Advisory Council Chairs, who will serve concurrently with their terms of office.  

 

B.

Limitations. No person shall serve more than two consecutive, three-year terms as a Regular Member of the Development Board.  The Nominating Committee may renominate a former Regular Member for regular membership following a one-year interruption of service.  During this interruption, the former Regular Member may be invited to participate as a guest in Board activities, including participation on Board committees.  A guest is without voting privileges.  

 

C.

Elected Officers and Members of the Executive Committee.  An exception to term limitations may be considered for Elected Officers and members of the Executive Committee currently in service at the end of their two consecutive, three-year terms.  With recommendation by the Nominating Committee and concurrence by the President, an Elected Officer or member of the Executive Committee may continue to serve as a Regular Member until the office expires.  

 

D.

Advisory Councils/Alumni Associations.  Where UTMB component schools have Advisory Councils, the Chairs of those Advisory Councils shall be Regular Members of the Development Board.  Likewise, Presidents of UTMB component Alumni Associations shall be Regular Members of the Development Board. 

 

E.

Faculty Representative/Liaison.  The President shall appoint one UTMB faculty representative/liaison from each of the four schools to serve as Regular Members.  At the request of the President, a Dean will submit at least three candidates to be considered for service as faculty representative/liaison for his or her school.  The President shall appoint one Member from each school’s list of candidates.  

2.6

Lifetime.  Upon recommendation of the President and confirmation by the Executive Committee, lifetime membership may be conferred on a Regular Member who has served the University of Texas Medical Branch with distinction and who has made outstanding contributions of time or resources.  Lifetime Members are Active Members who may vote and serve on committees.  Lifetime Members shall be exempt from term limits and may remain as Active Members until such time as they choose to step down.   

2.6

Emeritus.  Emeritus membership shall be reserved for former Lifetime Members who retire from active membership.  Emeritus Members are Non-Active Members who shall serve without vote and shall be exempt from term limits.  

2.6

Honorary.  Honorary membership shall be reserved for former Regular Members with exemplary service during their tenure.  Persons without previous Development Board service whose distinguished accomplishments and exceptional careers are recognized by the President and the Nominating Committee may also be considered for honorary membership.  Honorary Members are Non-Active Members who shall serve without vote.  Honorary appointments shall be limited to two consecutive, three-year terms.  

2.6

Ex-Officio.  Ex-Officio membership shall be reserved for those persons representing certain interests and shall be without vote.  Ex-Officio Members include the UTMB President, Executive Vice Presidents, and Vice Presidents.  The UTMB Vice President and Chief Development Officer shall serve as Executive Director to the Board.  

2.6

Resignation.  Any Member as defined in Article II may resign at any time by written letter to the President.  

2.6

Removal.   Any Member as defined in Article II may be removed at any time with or without cause by a vote of the majority of the Executive Committee.  The achievement of the purposes of the Board depends upon the active participation of Members in the meetings and committees of the Board.  Absence from two consecutive meetings shall be cause for review of a Regular or Lifetime Member’s active status.  When, in the judgment of the Nominating Committee, a Member is not an active participant, the Nominating Committee may recommend to the President that the resignation of that member be sought.  In any event, a majority of the Executive Committee, with the concurrence of the President and without a vote by the Board’s Members, may withdraw an individual’s membership status if in the sole judgment of the Executive Committee such withdrawal is in the best interest of the Board.

Article III

Officers

3.1

Elected Officers.  There shall be two Elected Officers of the Board: Chair and Vice Chair.  The term of office shall be for one year and shall begin on September 1.  No person may serve more than two consecutive terms in the same office.   

3.2

Responsibilities.  The UTMB President, inconsultation with the Development Board Chair, shall appoint the Chairs of Development Board  ad hoc committees and task forces, if any.  The Vice Chair shall preside at meetings and otherwise act for the Chair in the absence of the Chair.  The Vice Chair does not automatically succeed to the position of Chair.  

 

Nominations.  Nominations for Elected Officers shall be proposed to the President by the Nominating Committee.  Officers shall be elected by the full Board at the annual Board meeting. 

 Article IV.

Committees

4.1

Standing Committees.  There shall be two standing committees of the Board: the Executive Committee and the Nominating Committee.  Additional ad hoc committees and task forces may be formed and disbanded by the Chair of the Board, in consultation with the UTMB President, as needed for the conduct of the Board’s business.  Committee membership shall be reviewed annually by the Nominating Committee.  The Vice President and Chief Development Officer and the Secretary to the Development Board shall be Ex-Officio Members of all standing committees.

 

4.2

Executive Committee.  The Executive Committee shall be composed of the Chair, Vice Chair, and Immediate Past Chair of the Board; Chairs of any ad hoc committee(s); and Presidents of UTMB component Alumni Associations.  The Chair of the Development Board shall serve as its Chair.  In addition, the Chair may add up to three at-large Members from the Board. With concurrence of the President, the Chair may name such advisory members as needed and may name Chairs of ad hoc committees or task forces to serve as members of the Executive Committee. 

 

 

A.

Responsibilities.  This committee shall oversee the affairs of the Board, approve its agenda, monitor the actions of the various standing and ad hoc committees, and plan activities to fulfill regent charges set forth in Article I of these Bylaws.  This committee shall assist the President in defining the institution’s immediate and long-range development priorities and in preparing a list of the institution’s needs to be funded through private gifts, and shall submit a development plan to the entire Board for discussion and adoption. 

 

B.

Process.  Between regularly scheduled meetings of the Board, the Executive Committee shall, subject to provisions of these Bylaws, be empowered to act on behalf of the Board to make decisions involving issues of immediate importance.  All actions taken by the Executive Committee under this provision shall be presented to the Board for further review and ratification at the next regularly scheduled Board meeting.

4.3

Nominating Committee.  The Nominating Committee shall be composed of at least five Active Members of the Board.  The committee Chair shall be the Immediate Past Chair of the Board.  This committee shall have a Vice Chair selected by consensus of committee members. The Vice Chair does not automatically succeed to the office of Chair. 

 

 

A.

Responsibilities.  This committee shall recommend individuals for the offices of Development Board Chair and Vice Chair to the UTMB President.  The Nominating Committee shall assist the UTMB President and the Development Board Chair in the identification, recruitment, and retention of Board Members. 

 

B.

Process.  The Nominating Committee shall fulfill its duties as follows: 

1.  Nomination of Officers.  The committee shall be responsible for reviewing and recommending to the President individuals for the offices of Development Board Chair and Vice Chair.  Recommendations receiving the President’s approval shall be presented to the Executive Committee and, subsequently, to the full Board for election at the next scheduled meeting.

2.  Nomination of Members.  The Nominating Committee shall be responsible for reviewing and recommending to the President individuals as new Member candidates and existing Members who are eligible for reappointment.  Nominees approved by the President who have accepted an appointment to the Board are presented to the full Board at the next scheduled meeting.

4.4

Ad Hoc Committees or Task Forces.  The Chair shall, in consultation with the President, appoint such ad hoc committees or task forces as may be needed. 

 Article V.

Meetings and Procedures 

5.1

Frequency.  Meetings of the Development Board shall occur at least annually.  Additional meetings may be called at the discretion of the Chair and/or the UTMB President.  Standing committees shall meet at least two times per year.  Ad hoc committees shall meet at least two times per year with additional meetings called as required to accomplish the work of the committee.  An appointed task force shall meet as needed to complete the assigned task

5.2

Locations.  Full Board meetings shall be held in Galveston.  Committee and task force meetings are held in locations determined by the committee chair. 

5.3

Voting.  Formal voice or paper ballots shall be taken by the Board and by its committees and task forces where matters of policy and leadership are concerned.  The UTMB President, although member Ex-Officio, may cast a vote on the Board and the Executive Committee to decide a tie vote.

5.4

Quorum.  Forty percent (40%) of active membership shall constitute a quorum qualified to take action as the Development Board or its Board committees.  Once a quorum is established, the vote of a majority of those present shall constitute a resolution, decision or action.

 Article VI.

Amendments to Bylaws 

6.1

The bylaws shall be amended as needed to clarify, enhance, or otherwise strengthen the rules governing the UTMB Development Board.  The President shall appoint a Bylaws Task Force as appropriate to review and suggest bylaws revisions.  Member recommendations for bylaws amendments shall be submitted in writing to the Chair of the Development Board.  With concurrence of the President, proposed amendments shall be reviewed and approved by the Executive Committee.  A notice of proposed bylaws amendments shall be distributed by mail to the Board at least 30 days in advance of the next full Board meeting.  The advance notice shall include a draft of the proposed amendment(s).  Amendments shall require approval by three-fourths of the active membership in attendance to be ratified.  Bylaws shall take effect immediately upon ratification by the Board. 

 

Revised and approved April 20, 2012

 

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