The by-laws of The Arch Foundation for the University of Georgia, Inc., establish the Board of Trustees and the Executive, Investment, Development and Public Affairs, Audit, Nominating and Governance, and Finance and Compensation committees for the purpose of governing Arch.

The officers of the 2009-2010 Board of Trustees are:

• Chairman: Andrew M. Head
• Vice-Chairman: F. Sheffield Hale
• Treasurer: Keith W. Mason
• Secretary: Sarah Corn Irby

Executive Committee

The Executive Committee shall constitute a standing committee of the Board of Trustees and shall consist of seven members: (1) the Chair, the Vice-Chair, the Secretary, and the Treasurer, each of whom shall serve as a member of the Executive Committee during his or her tenure as an officer of Arch, and (2) the President of the University, and (3) two additional Trustees, one of whom shall be elected to the Committee by the Board at its annual meeting for a term of one year, and the other of whom shall be the Chair of the Development and Public Affairs Committee.  The Chair shall preside over the meetings of the Executive Committee; provided that in the event of the absence or incapacity of the Chair, the Vice-Chair shall preside.  In the event of the absence or incapacity of the Vice-Chair, another member of the Executive Committee elected by a majority of those members present shall preside.
The charge of the Executive Committee is to assist the chair and other officers of Arch Foundation in coordinating and overseeing the work of the management committees.  The Executive Committee is also authorized to act, when necessary, on behalf of the full Board of Trustees.  Finally, the Executive Committee supports and gives advice and counsel to the Executive Director of Arch and the President of the University of Georgia.
            Subject to such limitations that may be imposed from time to time by the Board of Trustees, the Executive Committee shall be authorized to conduct the business of Arch and to exercise any and all powers and responsibilities of the Board of Trustees in the interim between meetings of the Board; provided, however, that neither the Executive Committee, nor any other committee of the Board may:

•  authorize  distributions,
• approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of Arch’s assets,
• elect, appoint, or remove Trustees or fill vacancies on the Board, or
• adopt, amend or repeal the Articles of Incorporation or these Bylaws.

At each meeting of the Board of Trustees of Arch, the Executive Committee will report on actions taken by the Executive Committee since the last meeting of the Board of Trustees.  Meetings of the Executive Committee may be called by the Chair or the Vice-Chair or by a majority of members of the Executive Committee.  Regular meetings of the Executive Committee may be established by resolution for the Committee, delivered to all Trustees, without notice of the date, time, place, and purpose of the meeting, and special meetings of the Executive Committee must be preceded by at least two days notice to each member, in accordance with the provisions of Sections 8.1 and 8/2 of the Bylaws, of the date, time place and description of the purpose of the meeting.

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Investment Committee

The Investment Committee shall constitute a standing committee of the Board of Trustees, composed of at least three Trustees elected by the Board at its annual meeting for a term of one year.  The Chair shall appoint a member of the Committee as the Committee Chair.  The Investment Committee shall meet from time to time to review the investments of Arch and make recommendations to the Board on all matters pertaining to the investment of Arch’s assets, including, but not limited to, the selection of financial advisors and investment managers, the structure of Arch’s investment portfolio and financial institutions with whom to deposit Foundation funds or with whom Arch shall make investments.  The Chair of the Investment Committee may not serve in such office longer than four consecutive one-year terms.

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Finance and Compensation Committee

The Finance and Compensation Committee shall constitute a standing committee of the Board of Trustees, composed of the Treasurer and at least two other Trustees elected by the Board at its annual meeting for a term of one year.  The Chair shall appoint a member of the Committee as a Committee Chair.  The Finance and Compensation Committee shall meet from time to time to review the budget, financial affairs and financial condition of Arch, to make recommendations to the Board regarding the budget of Arch and programs for the acceptance of gifts, the collection of revenue and expenditures of resources and to recommend annually to the Board the compensation of the employees of Arch, provided that such compensation recommendations shall be presented to the Executive Committee prior to presentation to the Board.  The Chair of the Finance and Compensation Committee may not serve in such office longer than four consecutive one-year terms.

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Development and Public Affairs Committee

The Development and Public Affairs Committee shall constitute a standing committee of the Board composed of at least three Trustees elected by the Board at its annual meeting for a term of one year.  The Chair shall appoint a member of the Committee as Committee Chair.  The committee shall meet from time to time to provide advice to the Board for the fundraising and communications activities of the University in support of University’s institutional priorities. The Development and Public Affairs Committee participates in the identification and cultivation of private fund-raising prospects and enlist volunteers and other support as needed for external initiatives and shall advise and make recommendations to the Board on these activities.  The Chair of the Development and Public Affairs Committee may not serve in such office longer than four consecutive one-year terms.

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Nominating and Governance Committee

The Nominating and Governance Committee shall constitute a standing committee of the Board composed at least three Trustees elected by the Board at its annual meeting for a term of one year.  The Chair shall appoint a member of the Committee as Committee Chair.  No more than one member of the Committee may be an employee of the Board of Regents.  The Committee shall meet from time to time for the following purposes:  (1) to recommend to the Board, after consultation with the Chair, candidates for service as officers, Trustee and committee members, (2) to monitor all matters involving corporate governance, (3) to oversee compliance with ethical standards, and (4) to make recommendations to the Board for action in governance matters.  The Chair of the Nominating and Governance Committee may not serve in such office longer than four consecutive one-year terms.

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Audit Committees

The Audit Committee shall constitute a standing committee of the Board composed at least three Trustees elected by the Board at its annual meeting for a term of one year.  The Chair shall appoint a member of the Committee as Committee Chair.   Employees of the Board of Regents are not eligible to serve on this Committee.  The Committee shall meet from time to time to recommend for approval of the Board, an accountant or firm of accountants to audit the financial operations of Arch and review the audit of Arch.  The Chair of the Audit Committee may not serve in such office longer than four consecutive one-year terms.

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Other Committees:

The Board may appoint such other committees as it determines appropriate to carry out the mission and purpose of Arch.  The rights and responsibilities of such other committees shall be established by the Board.  Unless otherwise specified, the Chair shall appoint a chair of each such committee.

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