THE IPTAY SCHOLARSHIP FUND

CONSTITUTION

NOVEMBER 2003

ARTICLE 1

ORGANIZATION

SECTION 1

Name - The name of the organization shall be The IPTAY Scholarship Fund.

SECTION 2

Definitions - The following terms and their definitions will be used interchangeably in this constitution.

IPTAY - The IPTAY Scholarship Fund

Donor - Individuals, organizations, or corporations who make a contribution to The Scholarship Fund.

Board - Board of Directors of The Scholarship Fund

Section 3

Purpose - The purpose of the organization is to provide funds for scholarship for student athletes attending Clemson University and such other related purposes as hereinafter described in Article IV.

Section 4

Tax Exempt Organization -- IPTAY is a tax exempt organization under Section 501 © (3) of the Internal Revenue Code, and therefore shall not engage in any activity to influence legislation by propaganda or otherwise, and it shall not participate in any manner in any political campaign.

Section 5

Method of Operation - Under the management of a Board of Directors, IPTAY will seek contributions through publicity, solicitation and other IPTAY Board approved means in order to provide funds for athletic scholarships and other athletic needs of Clemson University.  IPTAY shall not attempt to influence or affect operations of the Clemson University Athletic Department in any manner except as permitted by this constitution or IPTAY policy statements.

ARTICLE II

Section 1

Donors - Any person who has matriculated at, been employed by, or is a friend of Clemson University may become a donor of IPTAY in any fiscal year upon making a contribution to IPTAY of a least the minimum amount required, as set by the Board.  The requirements for Life, Memorial, or other special classifications of donors will be set by the Board.

Section 2

Privileges -- Privileges of Donors shall include the right to vote at the annual meeting, to hold office, and such other privileges as set by the Board.  The privileges of Life, Memorial, or other special donors will be set by the Board.

Section 3

Annual Meeting -- All donors shall be entitled to attend and vote at the annual meeting of IPTAY.

The Board shall set the date, time, location and agenda for the annual meeting and shall assure that due notice of the meeting is communicated to all eligible donors, in a publication of IPTAY, at least two weeks prior to the meeting.

ARTICLE III

Section 1

Board of Directors - The affairs of IPTAY shall be administered by a Board of Directors  constituted as follows:

A: Seven (7) directors shall be elected from candidates nominated by the Board by a majority of votes cast by donors of IPTAY subject to the rules of election and geographical district, as established by the Board.  The seven geographical districts shall be reviewed by the Board at least every ten (10) years with a view to the periodic amending of boundaries to better reflect an equitable distribution of members among the various districts.  Any change of district boundaries shall require the approval of the Board.

B: Three (3) at -large director(s) shall be elected by a majority vote of the members of the Board.   The Executive Committee shall nominate for the Board's consideration one candidate for each at-large seat on the Board.  Additional nominations may be made by any director not a member of the Executive Committee.

C: Each director shall serve for a term of two (2) years or until his successor has been duly elected or appointed.

D: Terms of Directors shall be staggered as determined by the Board so that the terms of no more than five Directors shall expire in any one year.  A Director may serve a maximum of three (3) consecutive full terms unless the Director is serving or has been elected to serve as an officer.  Any Director, having been elected as an officer of IPTAY, will not be subject to term limitation while serving as an officer.  Directors may be re-nominated after having been off the Board for a minimum of one term.

E: Any Director, elected to serve as President of IPTAY, may at his option, elect to give up the duties and responsibilities of his directorship and become a life director.

F: Should the President exercise the option provided in (e) above in the first year of his term of office, a replacement director shall be elected as provided for under Article III, section 1 (a) of this constitution.  Should the option be elected in the second year of his term, the Executive committee shall, after consulting with the Executive Director and with approval by a majority of the members of the Board, appoint a replacement Director.

In either case, the successor Director shall serve for the unexpired term of the President and may then be eligible for election for additional terms as provided by this constitution.

G: Past Presidents shall become Life Directors and enjoy all rights and privileges of duly elected members of the Board.

H: The Board shall hold regularly scheduled meetings quarterly.  Special meetings may be held at any time upon the call of the President, or upon the request of five (5) or more members of the Board.  A simple majority of the Board shall constitute a quorum.  Voting upon all matters before the Board may be accomplished by proxy, except on proposed amendments to this constitution.

Section 2

Officers -- The officers of IPTAY shall include the following:

President, President Elect, Secretary, and Treasurer.

Candidates for these offices shall be members of the Board and will be duly elected by a majority vote of the Board.  At the discretion of the Board, one person may be elected to serve in the dual capacity of Secretary and Treasurer.

The term of office is one year.  No officer shall serve more than two terms and those terms must be consecutive.

Section 3

Duties -- The duties of the officers shall be as follows:

A: The President shall preside at all meeting and carry out the duties   generally ascribed to this office.

B: The President Elect shall assist the President in his duties and preside at the meetings in the absence of the President and shall succeed the President in the case of a vacancy in that office.

C: The Secretary shall have the responsibility of reviewing the minutes of all

Board meetings prior to their timely distribution to members of the Board, and of assuring that permanent records of the organization are kept.

D: The Treasurer shall have the responsibility of monitoring the receipt, investment and expenditure of IPTAY funds and such other duties as prescribed by the President of the Board.

Section 4

Staff -- The Director of Athletics of Clemson University shall have the title of Executive Officer of the IPTAY Scholarship Fund.  With the advice and approval of the Executive Committee of IPTAY, serving as a search committee, the Athletic Director shall employ a person to manage the affairs of IPTAY.  This person shall have the title of Executive Director of the IPTAY Scholarship Fund.

Section 5

Committees --  The President shall appoint members to the following standing committees:  Executive Committee, Goals and Awards Committee, Representative Committee, Student Advisory Committee, Special Gifts Committee, Constitution Committee, and Priorities and Long Range Committee. Temporary committees shall be appointed by the President as needed.

The Nominating Committee shall consist of the five (5) living immediate past presidents.  The chairman shall be the longest serving member of the committee.

The Executive Committee shall consist of the officers of IPTAY and the immediate past president of IPTAY.

The Executive Committee shall present for the Board's consideration nominees for the at-large directorships, serve as Executive Director search committee, and perform such other duties or functions not covered by the other standing or temporary committees appointed by the President.

ARTICLE IV

FINANCES

Section 1

Receipts -- All monies received by IPTAY shall be immediately transferred to the Clemson University Foundation or such other appropriate entity as determined by the IPTAY Board of Directors.  Any portion of these funds considered to be surplus to current needs shall be invested or reinvested on behalf of IPTAY subject to any applicable state or federal law which may exist at that time.

Section 2

Expenditures -- All expenditures by IPTAY shall be made in accordance with the  purposes of IPTAY as specified in this constitution and shall adhere to the following priorities:

A - The first priority shall be the payment of the annual cost of athletic scholarships.

B - The second priority shall be the payment or reimbursement of the operating expenses of IPTAY. 

C - The third priority shall be the establishment and maintenance of an adequate reserve fund deemed appropriate by the IPTAY Board of Directors.  The size of any reserve fund will be computed annually by use of a formula contained in IPTAY policy statements.

D - Any expenditures other than those established under the first, second or third priority, shall be limited to either direct or indirect aids to the athletic program of Clemson University and must be approved by the IPTAY Board of Directors.

Section 3

Dissolution -- In the event of dissolution of The IPTAY Scholarship Fund, all assets will irrevocably pass to the Clemson University Foundation, or its successor or successors to be expended for one or more of the purposes set out in Section 2 above. 

Section 4

Reports -- A financial report of IPTAY will be made annually to donors. The format will be determined by the Board.

ARTICLE V

SCHOLARSHIPS

Section 1

Rules -- The Athletic scholarships awarded by Clemson University and funded by IPTAY, shall be administered according to the rules and limitations of the athletic associations and conferences of which the university is a member at that time.

Section 2

Selection -- The selection of recipients of athletic scholarships and the number to be awarded shall be the responsibility of the Executive Officer of IPTAY.

ARTICLE VI

FISCAL YEAR

Section 1

Date -- The fiscal year of IPTAY shall be July 1 through June 30 of each year or such other period as may be determined by the Board.

ARTICLE VII

AMENDMENTS

Section 1

Method

A - The Board of Directors, by the affirmative vote of a majority of its members, may amend this constitution, except Article 1, Section3, between annual meetings, such amendments to be subject to adoption or rejection at the next ensuing annual meeting.

This constitution may be amended at any annual meeting of IPTAY by a two-thirds affirmative vote of those present, provided the proposed amendment has been approved by the Board and included in the notice of the meeting.

ARTICLE VIII

IPTAY POLICY STATEMENTS

Section 1

Procedure -- From time to time, the Board will be called upon to approve proposed policy statements that are deemed essential to the most efficient day-to-day operation of IPTAY.

Adoption of policy statement(s) will require the affirmative vote of a majority of members present and voting.  A simple majority of Board members will constitute a quorum.

Policy statements adopted by the Board shall become effective upon adoption and shall remain in force until amended or revoked by future actions of the Board.

The  Executive Director of IPTAY will maintain all current policy statements in a binder at the IPTAY office and a copy shall be provided to each Board member.