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1. The Bylaws may be altered, amended, rescinded or repealed at any regular or special meeting of the Foundation Board by the affirmative vote of a majority of the members of the Foundation Board present and eligible to vote. Amendments to the Bylaws shall be subject to policies, rules or regulations which may be established by the Trustee Board or State.

    

2. The Articles of Incorporation of the Foundation may be altered or amended at any annual or special meeting of the Foundation Board by resolution approved by the affirmative vote of a two-thirds majority of the Foundation Board present and eligible to vote, subject to approval by the Secretary of State of the State of Florida as required by law. Written notice of any proposed amendment shall be mailed to each member of the Foundation Board not less than fifteen (15) days prior to any meeting at which such proposed amendment is to be considered, unless waived by a two-thirds vote of the Foundation Board. Amendments to the Articles of Incorporation shall be subject to policies, rules or regulations which may be established by the Trustee Board or State.

The Foundation has adopted a Conflicts of Interest Policy which contains the following provisions:

1. No member of the Foundation Board, Executive Committee or other Foundation committee of volunteers shall knowingly take any action or make any statement intended to influence the conduct of a fellow Foundation Board member in such a way as to confer any financial benefit on such member or family member(s) or on any corporation in which he/she is an employee or has a significant interest as stockholder, director or officer.

    

2. In the event a matter comes before the full Foundation Board, Executive Committee or other Foundation committee of volunteers for consideration, recommendation or decision that raises a potential conflict of interest for any member of the Board or committee, the member shall disclose the conflict of interest as soon as he or she becomes aware of it, and shall personally recuse himself or herself from participation in any discussions of or vote on the matter. The disclosure or conflict of interest shall be recorded in the minutes of the meeting.

    

   In all such cases, the Board must be satisfied that the contract or transaction is fair and reasonable at the time it is authorized by the Foundation Board or committee.

    

3. Each member of the Board, and all Board officers, committee members and the executive leadership of Foundation Support Organizations (e.g. Osprey Club, Alumni Association) shall annually complete a Declaration of Potentially Conflicting Interests form provided by the Executive Director. Members completing a form will update such form promptly as necessary to reflect changes during the course of the year. Completed forms should be returned to the Foundation Executive Director and will be subject to review by the Board Chair, Executive Director, Treasurer, the University General Counsel, and their designees, including outside legal counsel and audit staff.