Bylaws of the Educational Investment Fund

Board of Directors, Illinois State University

Article I. Name

The Educational Investment Fund (EIF) shall have a Board of Directors, hereinafter referred to as the “Board.”

Article II. Purpose

The Board shall assist the Professor of the EIF program in carrying out his responsibilities to the Dean of the College of Business, and shall have primary responsibility for providing oversight of EIF activities, and for maximizing opportunities by which students participating in the EIF program can increase their knowledge of the investment decision making process.

Specifically the Board shall be responsible for:

continually reviewing the educational content of the EIF program as it relates to the professional practice of investment management.
establishing, monitoring and amending 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 its fund raising activities.
carrying out other responsibilities which may from time to time be assigned to it by the Dean of the College of Business Administration or his designee.

Article III. Board Membership

The Board shall be composed of a minimum of ten Investment/Finance professionals elected by the existing Board of the Educational Investment Fund, and a professor at large from the Department of Finance, Insurance and Law, appointed by the Dean of the College of Business. The Dean of the College of Business, the Chairperson of the EIF program, and the Professor of the EIF program shall be members ex officio.
Each Investor/Finance director shall be elected to serve a term not to exceed three years. The terms of Investor/Finance directors shall be staggered so that the terms of three directors shall expire in each of two consecutive years and the terms of four directors every third year. There shall be no limit to the number of terms which a director may serve. A director elected to complete the term of another shall be elected only for the time remaining on the original director’s term.
Annually in September, or more frequently if required to fill a Board vacancy, the Chairman of the Board shall call upon the directors for nominations to succeed directors whose terms have expired, or have been unfulfilled due to resignation.
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.

Article IV. Officers and Committees of the Board

Annually, the Board of Directors, at its organization meeting, shall elect from its members a Chairman and Vice Chairman. The Chairperson of the Finance, Insurance and Law Department shall by virtue of his position be appointed Secretary of the Board.
The Chairman of the Board, or in his absence the Vice Chairman, shall 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 shall be responsible for notifying directors of Board meeting dates, and maintaining an accurate permanent record of each board meeting. Minutes of each Board meeting shall be distributed by the Secretary to each Director within two weeks of the meeting.
The Chairman of the Board, Vice Chairman, Secretary, and other Board members shall have no authority other than that given to them under the bylaws or expressly in writing by the Dean of the College of Business Administration or his designee. No Investor/Finance member of the Board shall 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 September the Board of Directors shall hold an organizational meeting to elect new directors and officers of the Board. Thereafter, board meetings shall be called by the Chairman according to the needs of the EIF program.
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 that first meeting would include: (1) a business meeting in which the Chairperson of Finance, Insurance and Law would provide a status report on EIF, and (2) 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 would include: (1) a business meeting in which the Chairman of the EIF Board will present the Board’s opinions on the status of the EIF program, and (2) a presentation by EIF students to the Board. That presentation would relate their decision-making process, investment decisions made, and performance of the fund 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 shall be made in person or in writing 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 in person or in writing and a majority vote to waive holding the meeting.
One-third of the membership of the Board shall 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 shall be required to elect a Director, pass resolutions, or approve other matters of business which require a Board vote.
Recommendations requiring a Board vote shall 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, shall be by roll call unless otherwise determined by the presiding officer. Proxy votes will be permitted.
Invited guests may attend meetings of the Board, and when called upon, may participate in the discussion.
Board meetings shall 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 shall 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 shall select a committee from among the members of the Board to review the Bylaws.
Suggested changes in the Bylaws shall 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.

Article VIII. Interpretation of the Bylaws

All masculine references in the Bylaws shall be interpreted as meaning either sex.