§ 63M-1-1209. Board of directors.

(1) The initial board of directors of the corporation shall consist of five members.

(2) The persons elected to the initial board of directors by the appointment committee shall include persons who have an expertise, as considered appropriate by the appointment committee, in the areas of:

(a) the selection and supervision of investment managers;

(b) fiduciary management of investment funds; and

(c) other areas of expertise as considered appropriate by the appointment committee.

(3) After the election of the initial board of directors, vacancies in the board of directors of the corporation shall be filled by election by the remaining directors of the corporation.

(4)

(a) Board members shall serve four-year terms, except that of the five initial members:

(i) two shall serve four-year terms;

(ii) two shall serve three-year terms; and

(iii) one shall serve a two-year term.

(b) Board members shall serve until their successors are elected and qualified and may serve successive terms.

(c) A majority of the board members may remove a board member for cause.

(d)

(i) The board shall select a chair by majority vote.

(ii) The chair's term is for one year.

(5) Three members of the board are a quorum for the transaction of business.

(6) Members of the board of directors:

(a) are subject to any restrictions on conflicts of interest specified in the organizational documents of the corporation; and

(b) may have no interest in any:

(i) venture capital investment fund allocation manager selected by the corporation under this part; or

(ii) investments made by the Utah fund of funds.

(7) Directors of the corporation:

(a) shall be compensated for direct expenses and mileage; and

(b) may not receive a director's fee or salary for service as directors.

Renumbered and Amended by Chapter 382, 2008 General Session