Bylaw 21. Duties and Responsibilities of Officers of the Corporation

21.1 President, Chairman, and Vice Chairman.

The President of the Board shall preside at meetings of the Board, except that the Chairman shall preside in the presence of and at the request of the President of the Board or in the event of the absence or inability to act of the President of the Board.

In case of the absence of the President and Chairman from any meeting of the Board or in case of the inability of the two to act, the Vice Chairman shall perform the duties and acts authorized or required by said President and Chairman to be performed, as long as the inability of these said Officers to act may continue.

In case of the absence of the President, Chairman, and Vice Chairman from any meeting of the Board or in case of the inability of the three to act, the Board shall elect for that meeting a Chairman Pro Tempore and may authorize such Chairman Pro Tempore to perform the duties and acts authorized or required by said President, Chairman, and Vice Chairman to be performed, as long as the inability of these said officers to act may continue.

The President, Chairman or Vice Chairman of the Board, or the Chairman or Vice Chairman of the Committee on Finance is authorized, on behalf of the Corporation, to execute and, unless express authority shall be elsewhere conferred by order or resolution of the Board, shall execute, on behalf of the Corporation, all documents necessary to implement programs or policies which have been approved by the Board or by a Committee thereof which has been empowered to act, provided that, unless specifically otherwise directed by the Board, all documents executed by the President, Chairman or Vice Chairman of the Board or the Chairman or Vice Chairman of the Committee on Finance shall be without force or effect unless also executed or attested to by the Secretary of the Corporation.

Said Officers are authorized specifically to execute deeds or other instruments conveying to the Federal Government or appropriate agencies thereof any real property or interests therein which are subject to loans guaranteed by the Federal Government or any agency thereof.

21.2 General Counsel.

The General Counsel and Vice President for Legal Affairs, who shall also be an Officer of the University, shall be the chief legal officer of the University; shall have general charge of all legal matters pertaining to the Corporation and the University; shall attend meetings of the Board and its Committees; shall represent the Corporation in all legal proceedings; shall advise the Corporation, its Committees and Officers, the President of the University, University Officers, and Officers of the Academic Senate on legal questions as may be required; and shall, subject to the direction of the President of the University, oversee the provision of all legal services to the University.

21.3 Secretary and Chief of Staff.

The Secretary and Chief of Staff shall serve as the primary liaison between The Regents of the University of California and University administration, working directly with the Board Chairman and the President of the University on a regular basis in the execution of Board related projects, initiatives, and mandates, including Board meetings and their agendas, providing substantive research and analysis, planning, preparation and support and review. The Secretary and Chief of Staff shall respond to communications and events on behalf of the Board and its members, serving as an ambassador of The Regents. In addition:

  1. The Secretary and Chief of Staff shall administer the annual operating budget for the Board of Regents, ensuring that expenditures are approved according to University and Regental policies and guidelines;
  2. The Secretary and Chief of Staff shall inform and advise both Regents and University administrators on Regental policies and procedures, and shall ensure that the activities of the University comply with all pertinent policies and procedures and conform to sound governance practices by engaging in regular consultations with the General Counsel of The Regents.
  3. The Secretary and Chief of Staff shall provide governance support to the Board by providing staff support to designated committees, and designing and facilitating the orientation of new Regents.
  4. The Secretary and Chief of Staff shall participate in administrative working groups that include Regents as members as requested or required to provide appropriate support to The Regents.
  5. The Secretary and Chief of Staff shall give legal notice of all meetings of the Board and of all meetings of Committees; shall record and keep the minutes of the proceedings of the Board and of the proceedings of all Committees; shall track and coordinate all information, reports, and follow-up issues emanating from such meetings; and shall provide a full range of general administrative support to the Board.
  6. The Secretary and Chief of Staff shall be the custodian of all official records of the Corporation, including the minutes of all meetings and papers of the Corporation.
  7. The Secretary and Chief of Staff shall be custodian of the corporate seal of the Corporation and certain other official Regental and other vital corporate records; and shall affix the seal to documents executed on behalf of the Corporation and to certifications as required.
  8. The Secretary and Chief of Staff may certify to any action of the Board or its Committees, to the identity, appointment, and authority of Officers of the Corporation or of the University, and to the provisions of the Corporation's Bylaws and Standing Orders and to excerpts from the minutes of The Regents.
  9. The Secretary and Chief of Staff shall execute in the name of The Regents, or attest to, a broad range of documents necessary for the operation of the University, including, but not limited to, those documents which have been executed by the President, Chairman or Vice Chairman of the Board, or the Chairman or Vice Chairman of the Committee on Finance in accordance with the Corporation's Bylaw 21.1.
  10. The Secretary and Chief of Staff, acting alone, is authorized, in the name of the Corporation, to enter into and execute the following:

    (1) Except as otherwise provided in the Bylaws or Standing Orders, all documents involving $1 million or less which are necessary to implement programs or policies approved by the Board or by a Committee thereof which has been empowered to act.

    (2) Documents involving real estate transactions which are necessary to implement programs or policies approved by the President of the University or the Chief Investment Officer of the Corporation in their respective areas of authority and responsibility, provided, however, that the following shall be subject to approval by the Board or by a Committee thereof empowered to act (see also Bylaw 21.4(q) and Standing Order 100.4(cc)):

    (aa) Documents affecting a conveyance of title to real property other than those subject to approval by the Chief Investment Officer in accordance with Bylaw 21.4(o) and 21.4(p) and those subject to approval by the President in accordance with Standing Order 100.4 (gg), 100.4(hh), and 100.4(ll).
    (bb) Leases of mineral rights, including gas, oil, and other hydrocarbons, or geothermal resources, associated with real property held or acquired for investment purposes which involve a land rent in excess of $500,000 per year during the primary lease term.
    (cc) Leases, licenses, easements, and rights-of-way with respect to real property in excess of the authority granted to the President and the Chief Investment Officer in their respective areas of authority.
    (dd) Agreements by which the University assumes liability for conduct of persons other than University officers, agents, employees, students, invitees, and guests. This restriction does not apply to agreements under which the University assumes responsibility for the condition of property in its custody.

    (3) Certificates of acceptance of title to interests in real property acquired in accordance with authority granted by the Board or acquired through trustees' sales or other proceedings arising from defaults in secured obligations held by the Corporation as investments.

    (4) Proofs of loss with respect to claims against insurance companies and receipts and releases for payments received under insurance policies, proxies, receipts and acknowledgements, and notices and declarations, as may be appropriate or necessary when a signature of a Corporate officer is required.

    (5) All surety bonds required in connection with the business of the Corporation or the University, provided that surety bonds to be required of officers and employees shall be consistent with requirements established by the Committee on Finance pursuant to Bylaw 12.3(h).

21.4 Chief Investment Officer.

  1. The Chief Investment Officer, who shall also be an Officer of the University, shall have general charge of all investment matters pertaining to the Corporation and the University; shall advise the Corporation, its Committees and Officers, the President of the University, and other University Officers on investment matters; and shall, subject to the administrative oversight of the President of the University, oversee the provision of all investment services to the University.
  2. The Chief Investment Officer shall make such reports of receipts and disbursements of all investments and of such related matters pertaining to the activities of the Chief Investment Officer as shall be requested by the Board or by the Committee on Finance or the Committee on Investments, and shall make an annual report to the Board of the Chief Investment Officer's operations as of the 30th day of June of each year, in such form and at such time as the Board may require or approve.
  3. The Chief Investment Officer shall be the custodian of all bonds, stocks, notes, contracts of sale, mortgages, and deeds of trust for real property held or acquired for investment purposes, and of all other securities belonging to the Corporation, and all insurance policies and other documents relating to any of the same and shall keep them in such places and in such manner as shall be approved by the Committee on Investments. As used herein, assets held or acquired for investment purposes include endowment assets.
  4. The Chief Investment Officer shall be responsible for collection when due of all interest and principal payments on bonds, dividends on stocks, interest and principal payments on notes secured by mortgages and deeds of trust incident to real property held or acquired for investment purposes, and of all rentals and all other payments arising from or incidental to the ownership of investments of the Corporation, and the Chief Investment Officer may delegate to the President of the University the collection of any moneys due the Corporation.
  5. The Chief Investment Officer, in general, shall be manager of the investments of the Corporation and shall do all things necessary to assure prompt payments of indebtedness due the Corporation and to assure the preservation of the investment properties of the Corporation and, subject to the approval and direction of the Committee on Investments, shall purchase, exchange, sell and otherwise deal in and with bonds, stocks, mortgage-backed securities, foreign exchange contracts, and deeds of trust incident to real property held or acquired for investment purposes, and other investments of the Corporation.
  6. The Chief Investment Officer is authorized to receive, either directly or from the President of the University, on behalf of the Corporation, funds, securities, properties, or other assets distributed to The Regents of the University of California, the University, or any department or division of the University from any estate, or received as gifts, or from any trust, and to cause to be issued appropriate receipts and releases in connection therewith.
  7. The Chief Investment Officer shall negotiate the sale, purchase, or lease of real properties which are held or acquired for investment purposes and execute all documents related to the purchase or sale of real property held or acquired for investment purposes, except those conveying title; provided, however, that any such document executed prior to approval of such purchase or sale by the Board or by a Committee thereof empowered to act, or by the Chief Investment Officer in accordance with Bylaw 21.4(m) and 21.4(n) shall be conditioned on such approval.
  8. The Chief Investment Officer is authorized to give receipts for all moneys due the Corporation received directly by the Chief Investment Officer and for all securities and other assets which the Corporation is entitled to possess which are received by the Chief Investment Officer.
  9. The Chief Investment Officer is authorized to endorse checks and warrants received by the Chief Investment Officer in the name of the Corporation, but only for deposit in depositary bank accounts of the Corporation.
  10. With respect to real properties held or acquired for investment purposes, the Chief Investment Officer is authorized to execute releases and satisfactions of mortgages and requests for reconveyances of deeds of trust when the notes secured by such mortgages and deeds of trust have been paid in full.
  11. The Chief Investment Officer is authorized to execute agreements relating to the acquisition of securities in direct placement transactions.
  12. The Chief Investment Officer is authorized to execute bonds of indemnity, affidavits of loss, and similar documents, the execution of which is required to obtain issuance of new securities to replace lost, stolen or destroyed securities.
  13. The Chief Investment Officer, or the Deputy Chief Investment Officer, or the Associate Chief Investment Officer, and Assistant Chief Investment Officer of the Corporation is authorized and empowered to transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidences of indebtedness or other securities standing in the name of or owned by the Corporation and to make, execute and deliver, under the corporate seal of the Corporation, any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred.
  14. The Secretary and Chief of Staff, Associate Secretary, or Assistant Secretary of the Corporation shall annex to any instrument of assignment and transfer executed pursuant to and in accordance with the provisions of this section a certificate which shall set forth the statement that such provisions are in full force and effect and, furthermore, which shall set forth the names of the Chief Investment Officer, Deputy Chief Investment Officer, Associate Chief Investment Officer, and Assistant Chief Investment Officer of the Corporation. All persons to whom such instrument with such annexed certificate shall thereafter come, shall be entitled, without further inquiry or investigation and regardless of the date of such certificate, to assume and to act in reliance upon the assumption that the shares of stock or other securities named in such instrument were duly and properly transferred, endorsed, sold, assigned, set over, and delivered by the Corporation, and that with respect to such securities the provisions of Bylaw 21.4(k) and the authority of the Chief Investment Officer, Associate Chief Investment Officer, and Assistant Chief Investment Officer with respect thereto continue in full force and effect.
  15. The Chief Investment Officer is authorized to approve the sale of gifted property, or the receipt by gift of real property held for investment purposes when the consideration is $10 million or less. The Chief Investment Officer is also authorized to approve the sale of gifted property, or the receipt by gift of real property to be held for investment purposes when the consideration is in excess of $10 million up to and including $20 million, provided that concurrence is obtained from the Chairman of the Board and the Chairman of the Committee on Investments, and also provided that all actions taken in excess of $10 million up to and including $20 million under this authority be reported at the next following meeting of the Board. Amounts in excess of $20 million require Board approval. The Chief Investment Officer is authorized to approve acceptance of conveyances releasing or otherwise eliminating liens or encumbrances affecting title to investment property; and to approve licenses, easements, and rights-of-way with respect to gifted real property held for investment purposes when the consideration is $10 million or less.
  16. The Chief Investment Officer is authorized to approve leases, assignment of leases or subleases, and related amendments of such documents for mineral rights, including gas, oil, and other hydrocarbons, or geothermal resources as to gifted real property held for investment purposes if the land rent does not exceed $500,000 per year during the primary lease term
  17. The Chief Investment Officer is authorized to approve and execute on behalf of the Corporation contracts, real property rental agreements, and other documents pertaining to gifted real property held for investment purposes provided that base annual rent shall not exceed $500,000 for the initial year, and that, when the rent is aggregated over the lease term, the total base rent will not exceed $10 million. Provided that concurrence is obtained from the Chairman of the Board and the Chairman of the Committee on Investments, the Chief Investment Officer is also authorized to approve and execute contracts, real property rental agreements, and other documents, as described above, for amounts in excess of $500,000 up to and including $1 million for the initial year, and for amounts in excess of $10 million up to and including $20 million for aggregated base rent over the lease term, and also provided that all actions taken under this authority be reported at the next following meeting of the Board. Amounts in excess of the $1 million and $20 million described above require Board approval. The maximum initial year base rent and the maximum aggregate rent specified above shall each be increased annually by a percentage equal to the percentage increase in the National Consumer Price Index for all Urban Consumers (CPI-U all items) for the preceding year.

21.5 Senior Vice President - Chief Compliance and Audit Officer.

The Senior Vice President - Chief Compliance and Audit Officer, who shall also be an Officer of the University, shall develop and maintain the University's Corporate Ethics and Compliance and Audit Programs, functioning as an independent and objective office that reviews and evaluates compliance and audit issues and concerns within the University. This position will monitor and report as to the Board itself, the administration, faculty, and employees on compliance with rules and regulations of regulatory agencies, University policies and procedures, and the University's Statement of Ethical Values and Standards of Ethical Conduct. This position is authorized to implement all necessary actions to ensure achievement of the objectives of effective, accountable ethics and compliance and audit programs.

21.6 Associate and Assistant Officers.

The associate and assistant Officers appointed by the Board, in the absence of specific direction to the contrary, shall have and exercise all powers and duties of the respective principal Officers at such time as the latter shall be absent or otherwise unable to act and at all times shall exercise such powers and perform such duties as may be delegated to them by the Board or by their respective principal Officers.

21.7 Special Authority of Officers.

The Officers of the Corporation shall have such powers and shall perform such duties in addition to those in these Bylaws set forth as may be delegated to them by the Board.

Includes amendments through March 29, 2012

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