Bylaws
Federal Tax-Exempt Status
The Foundation is recognized as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code. Contributions to the Foundation may be tax-deductible to the extent permitted by law. Donors should consult their tax advisor regarding the deductibility of any charitable contribution.
Legal Name: Friends of Princess Sumaya University for Technology Foundation, Inc.
Federal Tax Status: 501(c)(3) nonprofit organization
EIN: 42-1896719
1- MISSION
The Friends of Princess Sumaya University for Technology Foundation, Inc. is a U.S. nonprofit created to support educational excellence, innovation, workforce development, and international academic cooperation for Princess Sumaya University for Technology (“PSUT”). The Foundation helps PSUT connect globally and build academic strength by securing support from donors, institutions, and communities in the United States and worldwide. It upholds strong governance, transparency, accountability, and compliance with U.S. nonprofit laws.
The Foundation supports charitable and educational projects that enhance student learning, research, innovation, and expanded opportunities for academic exchange and collaboration. It connects PSUT with U.S. universities, professional associations, alumni, corporations, donors, and partners committed to technology education, entrepreneurship, applied research, and future-focused workforce preparation.
To achieve its mission, the Foundation may support scholarships and student financial aid; academic, research, and innovation initiatives; faculty and professional development; educational resources; student success and career readiness programs; and conferences, workshops, and collaborative research partnerships. Where permitted by law, the Foundation may also support PSUT programs that promote international academic mobility, including study-abroad, dual-degree, and exchange opportunities, provided such programs meet applicable academic and regulatory standards.
The Foundation is organized and operated exclusively for charitable and educational purposes under Section 501(c)(3) of the Internal Revenue Code. The Foundation remains independent in its decision-making and retains full discretion and control over its assets, funds, and programs. Any support provided for PSUT-related purposes shall be made solely to further the Foundation’s charitable mission, with appropriate oversight and in compliance with U.S. laws governing public benefit, donor restrictions, financial stewardship, anti-corruption, and the prohibition on private inurement or impermissible private benefit. The Foundation is committed to earning public trust through ethical fundraising, prudent fiscal management, and periodic updates regarding the use and impact of contributions.
2- BYLAWS
BY-LAWS OF FRIENDS OF PRINCESS SUMAYA UNIVERSITY FOR TECHNOLOGY FOUNDATION, INC.
ARTICLE I: NAME, OFFICES, PURPOSE, AND MEMBERSHIP
Section 1. Name
The name of the corporation shall be Friends of Princess Sumaya University for Technology Foundation, Inc. (the “Foundation”).
Section 2. Offices
The Foundation shall maintain a principal office in the United States at such location as the Board of Trustees (the “Board”) may determine from time to time. The Foundation may maintain additional offices as approved by the Board.
Section 3. Purpose
The Foundation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, including to support educational, academic, scientific, and related charitable initiatives aligned with the mission of Princess Sumaya University for Technology (“PSUT”).
Section 3.1. Authority to Provide Grants and Support
The Foundation shall be authorized to award grants, provide charitable support, and fund programs that advance its educational and charitable mission, consistent with applicable law.
Section 4. No Members
The Foundation shall have no members within the meaning of the applicable nonprofit corporation law. All governance authorities shall rest with the Board as provided in these Bylaws.
ARTICLE II: BOARD OF TRUSTEES
Section 1. Authority and Responsibility
The affairs of the Foundation shall be governed by a Board of Trustees (the “Board”). The Board shall have full legal authority and fiduciary responsibility for the governance, management, and control of the Foundation, including oversight of its policies, strategy, programs, fundraising activities, and financial stewardship, consistent with applicable federal and state law.
Section 2. Composition of the Board
The Board of Trustees shall consist of at least three (3) and no more than five (5) Voting Trustees, as determined by resolution of the Board from time to time. Non-voting Ex Officio participants shall not be counted toward the minimum or maximum number of Voting Trustees.
Section 3. Categories of Participation
(a) Voting Trustees
Voting Trustees are members of the Board with full voting rights on matters presented to the Board, except as otherwise limited by these Bylaws or applicable laws. Voting Trustees constitute the governing body of the Foundation and are responsible for all formal actions of the Board.
(b) Ex Officio Trustee (Non-Voting)
The President of PSUT shall serve as an Ex Officio Trustee (Non-Voting) of the Foundation by virtue of office. The Ex Officio Trustee may participate in Board discussions, provide advisory input, and support institutional coordination; however, the Ex Officio Trustee shall not vote on any matter before the Board and shall not count toward a quorum.
(c) Ex Officio Members (Non-Voting)
The following individuals may serve as Non-Voting Ex Officio Members of the Foundation:
(i) Other PSUT officers, including the Dean overseeing Alumni Affairs and the Director of the Finance Department, who may serve as non-voting ex officio trustees; and such other individuals as the Board may designate from time to time.
Non-Voting Ex Officio Members may participate in Board discussions and provide advisory input; however, they shall not vote on any matter before the Board and shall not count toward quorum.
Section 4. Fiduciary Duties and Independence
Each Voting Trustee shall act in good faith and in the best interest of the Foundation and its charitable mission, consistent with fiduciary duties of care, loyalty, and obedience. The Foundation shall remain independent and shall retain full discretion and control over its funds, governance, and program decisions consistent with Section 501(c)(3) requirements.
Section 5. Election and Term
Voting Trustees shall be nominated and elected by a majority vote of the Voting Trustees then in office. Each Voting Trustee shall serve a term of three (3) years and may be re-elected for additional terms as determined by the Board.
Section 6. Resignation, Removal, and Vacancies
A Voting Trustee may resign at any time by providing written notice to the Chair. A Voting Trustee may be removed for cause by a two-thirds (2/3) vote of the Voting Trustees then in office, consistent with applicable law. Vacancies may be filled by the majority vote of the remaining Voting Trustees.
Section 7. Compensation
Voting Trustees shall serve without compensation. Trustees may be reimbursed for reasonable expenses incurred in performing authorized duties, consistent with Foundation policy.
Section 8. Background Checks and Eligibility.
All Voting Trustees may be subject to reasonable background screening, including criminal and sanctions list checks, prior to appointment and periodically as determined by the Board. The purpose of such screening is to protect the Foundation's integrity, compliance, and public trust. All screening shall be conducted in accordance with applicable laws and privacy considerations.
ARTICLE III: OFFICERS
Section 1. Officers
The officers of the Foundation shall include:
- Chair
- Vice Chair
- Secretary
- Treasurer
The Board may establish additional positions, as necessary.
Section 2. Eligibility / Voting Status of Officers
Officers may, but are not required to, be Voting Trustees of the Foundation. The Secretary may be appointed as a non-Trustee officer and may serve as a non-voting officer of the Foundation. Any officer who is not a Voting Trustee shall not have voting rights and shall not be counted toward a quorum.
Section 3. Election and Term of Officers
Officers shall be elected by a majority vote of the Voting Trustees present at a duly convened meeting. Officers shall serve three (3) year terms or until their successors are elected and qualified.
Section 4. Duties and Authority of the Chair
The Chair shall be the principal executive officer of the Foundation and, subject to the direction and oversight of the Board, shall supervise the day-to-day administration of the Foundation and perform such duties customary to the office of Chair, as well as such other duties as may be assigned by the Board. The Chair shall have broad authority to direct the Foundation’s strategic priorities and represent the Foundation in external affairs.
Subject to Board oversight and the limitations of these Bylaws, the Chair shall also have authority to:
(a) manage day-to-day administrative leadership and operational coordination of the Foundation;
(b) propose ad hoc working groups or committees when needed; and
(c) execute Memoranda of Understanding (MoUs), partnership agreements, sponsorship agreements, and similar instruments on behalf of the Foundation, subject to Board oversight or ratification where appropriate.
With Board approval, the Chair may concurrently serve as Treasurer.
Section 5. Duties and Authority of the Vice Chair
The Vice Chair shall assist the Chair and shall perform the duties of the Chair in the event of the Chair’s absence, incapacity, or inability to act. The Vice Chair shall also perform such other duties as may be assigned by the Board of Trustees.
Section 6. Duties of the Secretary
The Secretary shall be responsible for maintaining accurate minutes of meetings, maintaining the Foundation’s corporate records, overseeing meeting notices, and performing such other duties as may be assigned by the Chair or the Board.
Section 7. Duties of the Treasurer
The Treasurer shall oversee the financial affairs of the Foundation, including financial reporting to the Board, budgeting, internal controls, and other duties as the Board may assign.
ARTICLE IV: MEETINGS AND VOTING
Section 1. Regular Meetings
The Board shall meet at least two (2) times per year, at times and locations determined by the Chair.
Section 2. Special Meetings
Special meetings may be called by the Chair or by a majority of Voting Trustees.
Section 3. Remote Participation
Meetings may be held in person or by videoconference or other electronic means, and participation shall constitute presence in person.
Section 4. Notice
Notice of meetings shall be provided at least five (5) days in advance for regular meetings and two (2) days for special meetings, unless waived.
Section 5. Quorum
A majority of Voting Trustees then in office shall constitute a quorum.
Section 6. Voting
Each Voting Trustee shall have one vote. Unless otherwise required by law or these Bylaws, actions shall be approved by a majority of Voting Trustees present at a meeting at which a quorum is present.
Section 7. Action Without a Meeting (Written Consent)
Any action required or permitted to be taken by the Board may be taken without a meeting if all Voting Trustees consent in writing (including by electronic means). Such written consent shall be filed with the minutes or corporate records of the Foundation.
ARTICLE V: COMMITTEES
Section 1. No Standing Committees Required
Due to the small size of the Board, the Foundation is not required to maintain standing committees. The Board may function as a committee of the whole for financial oversight, governance, fundraising, and program approvals.
Section 2. Ad Hoc Committees / Working Groups
The Board may establish ad hoc committees or working groups as needed for a defined purpose and limited duration. Non-Trustees may serve on such ad hoc committees in a non-voting advisory capacity.
Section 3. Committee Authority
Committees and working groups shall serve in an advisory capacity unless specific authority is delegated by Board resolution, consistent with applicable law.
ARTICLE VI: FINANCES AND RECORDS
Section 1. Fiscal Year
The fiscal year of the Foundation shall begin on January 1 and end on December 31 of each year.
Section 2. Banking and Financial Controls
The Board shall adopt financial policies to ensure responsible stewardship, including authorization procedures for expenditures, banking controls, segregation of duties where feasible, and periodic financial reporting.
Section 3. Payments for Approved Grants
Payment for grants or financial support approved by the Board shall be authorized by the Chair and the Treasurer, consistent with the Foundation’s financial controls and applicable law.
Section 4. Donor Restrictions and Discretion
The Foundation shall retain full discretion and control over all funds and contributions donated to it, subject to donor restrictions that are consistent with the Foundation’s charitable purposes and applicable law. The Foundation retains complete control and discretion over the use of all contributions it receives. Contributions received by the Foundation from solicitations for specific projects or grants shall be regarded as contributions made for the use of the Foundation and not for the benefit or use of any other organization or institution, and the Foundation shall determine the timing, amount, and manner of any support provided consistent with its charitable mission and applicable law.
Section 5. Endowment Gifts
The Foundation may accept endowment gifts. All endowment funds shall remain under the exclusive ownership, management, and control of the Foundation and shall be administered by the Board consistent with donor restrictions, the Foundation’s charitable purposes, and applicable law.
Section 6. Records
The Foundation shall maintain complete and accurate corporate records and financial books, consistent with legal requirements.
ARTICLE VII: CONFLICT OF INTEREST AND ETHICS
The Foundation shall adopt a written Conflict of Interest Policy. Trustees and officers shall disclose potential conflicts and recuse themselves when appropriate.
ARTICLE VIII: INDEMNIFICATION
To the fullest extent permitted by law, the Foundation shall indemnify Trustees and officers against liabilities incurred in the performance of authorized duties, provided actions were taken in good faith and in the best interests of the Foundation.
ARTICLE IX: DISSOLUTION
Upon dissolution, the assets of the Foundation shall be distributed exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code to one or more eligible nonprofit organizations.
ARTICLE X: AMENDMENTS
These Bylaws may be amended by a two-thirds (2/3) vote of the Voting Trustees then in office, provided reasonable notice is given in advance of the proposed amendment.
ARTICLE XI: NONPARTISAN ACTIVITY AND LIMITATIONS
The Foundation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office. No substantial part of the activities of the Foundation shall consist of carrying on propaganda or otherwise attempting to influence legislation, except to the extent permitted under Section 501(c)(3) of the Internal Revenue Code and applicable law.
ARTICLE XII: TRANSITIONAL FOUNDING PROVISION
Section 1. Initial Governance.
At the time of incorporation and until the initial Board of Trustees is duly appointed and organized, the affairs of the Foundation shall be managed by the Incorporator, who shall serve as the initial Chair of the Board.
Section 2. Authority of the Incorporator.
The Incorporator shall have the authority to adopt the initial Bylaws, appoint the initial Voting Trustees, and appoint the initial officers of the Foundation, including the Chair, Vice Chair, Treasurer, and Secretary.
Section 3. Initial Term of Service.
The Incorporator and the initial Voting Trustees and officers shall serve initial terms as provided in these Bylaws. The Board of Trustees shall assume full governance authority upon its organization.
Section 4. Transition to Regular Governance.
Upon completion of the initial terms, all Trustees and officers shall be elected in accordance with the procedures set forth in these Bylaws.