Bylaws
Amended and Restated Bylaws of the Robert Wood Johnson Foundation
Adopted by the Board of Trustees on July 26, 2007, and Amended on July 26, 2023
Article I. Principal Office
The principal office of the Robert Wood Johnson Foundation (hereafter, the "Foundation") shall be in Plainsboro Township, in the county of Middlesex, at 50 College Road East, Princeton, New Jersey 08540, or such other place within the state of New Jersey as the Trustees shall determine.
Article II. Board of Trustees
1. Number of Trustees and Eligibility for Election. The number of Trustees of the Foundation shall be designated from time to time by resolution of the Board of Trustees and shall (including the president and chief executive officer) consist of no fewer than seven (7) nor more than eighteen (18) Trustees. Subject to Section 2 below, any person who is at least eighteen (18) years of age shall be eligible for election to the Board of Trustees.
2. Term of Office; Term Limits.
a) The Trustees. The members of the Board of Trustees, other than the Chair of the Board and the president and chief executive officer, shall be divided into two groups. At each annual meeting of the Board of Trustees or at any adjournment thereof, the members of one group may be elected (or reelected [subject to the five-term limitation noted below]) as Trustees to serve a two-year term and, unless the remaining Trustees determine not to name a successor, until their successors shall have qualified and been elected. Such election shall be by the affirmative vote of a majority of the Trustees. No person (other than the president and chief executive officer and the Chair) may be elected more than five times to a full term as a Trustee (whether or not consecutive), provided that a Trustee serving as Chair at the end of a fifth full term as Trustee may continue to serve as Trustee until that term as Chair has ended pursuant to Section II.2(b). For the sake of clarity, a partial term served by a Trustee shall be disregarded in calculating the term limits set forth in this Section 2. Nonvoting members of the Board of Trustees or any committee of the Board of Trustees shall not be considered to be Trustees or members of such committee, respectively, for purposes of the New Jersey Non-Profit Corporation Act (as amended from time to time, the “Act”).
b) The Chair and the Chair-Elect. At any annual or special meeting of the Board of Trustees, the Trustees may elect a person (who may be a sitting Trustee) to serve as a Trustee and Chair for a term expiring two years after such election and until the election and qualification of a successor. A Trustee may not serve as Chair for more than two full two-year terms. At a meeting of the Board of Trustees preceding the last year of the Chair’s expected last term, the Board of Trustees may elect a Chair-Elect to serve a term of one year, who then may be elected by the Board of Trustees to serve a full term as Chair.
c) The President and Chief Executive Officer. The president and chief executive officer shall be elected to a one-year term as an ex officio voting member of the Board of Trustees, expiring at the earlier of the next succeeding annual meeting of the Board of Trustees held after that election or such time as the president and chief executive officer ceases to serve.
3. General Powers. The business, property, and affairs of the Foundation shall be managed by or under the direction of the Board of Trustees. In the management and control of the business, property, and affairs of the Foundation, the Board of Trustees is hereby vested with all powers possessed by the Foundation itself insofar as this delegation of authority is not inconsistent with or contrary to the laws of the state of New Jersey, the Foundation’s Certificate of Incorporation, or these Bylaws.
4. Specific Powers.
a) Power to Elect Officers. The Board of Trustees shall elect all officers of the Foundation.
b) Appointment of Committees. The Board of Trustees may establish committees with such name or names, and such powers and duties, as may be determined from time to time by the Board of Trustees. The Board of Trustees shall appoint from time to time the Chair and members of such committees and may also appoint persons who are not Trustees to regularly attend and participate (as nonvoting participants) in meetings of any committee of the Board of Trustees other than the Audit Committee and the Nominating and Governance Committee. All committees shall keep records of all actions taken and shall report to the Board of Trustees when and as required by the Board of Trustees. The Board of Trustees shall have the power to fill vacancies in, to change the membership of, or to dissolve any committee.
c) Vacancies. Individuals may be elected to serve as Trustees to fill vacancies, however caused, or to fill newly created trusteeships resulting from an increase in the authorized number of Trustees, by the affirmative vote of a majority of the Trustees. A Trustee (other than the Chair) so elected shall hold office until the next succeeding annual meeting of the Board of Trustees. In the event of a temporary vacancy in the office of Chair, the Nominating and Governance Committee may appoint an interim Chair to serve until the next regular meeting of the Board of Trustees, provided the appointee has been serving as a Trustee at the time of appointment.
5. Resignation or Removal of Trustees. A Trustee may resign at any time by giving written notice to the secretary of the Foundation. Such resignation shall take effect upon its receipt by the secretary of the Foundation unless a later date is provided therein. Any Trustee may be removed with or without cause by a vote of not less than two-thirds of the remaining Trustees at any meeting of the Board of Trustees.
Article III. Meetings of the Board of Trustees and its Committees
1. Annual Meeting. An annual meeting of the Board of Trustees of the Foundation shall be held at a time and date as the Trustees may designate, for the purpose of electing Trustees and officers and transacting all other business properly brought before it. Such meeting duly convened may be adjourned from time to time without notice.
2. Regular Meetings. Regular meetings of the Board of Trustees or any Board committee shall be held at such times and places as may be designated from time to time by the Board of Trustees or the committee, as applicable. Notice of individual regular meetings need not be given provided that notice of the times and dates for all regular meetings has been provided to the Trustees or committee, as applicable. At regular meetings, the Board of Trustees or committee may transact such business as may be brought before the meeting.
3. Special Meetings. Special meetings of the Board of Trustees may be held at any time and place upon call of the Chair of the Board of Trustees, by the president and chief executive officer, by the secretary, or by a majority of the Board of Trustees.
4. Notice. At least ten (10) days prior to the date designated for the holding of the annual meeting of the Board of Trustees and at least three (3) days prior to the date designated for the holding of any special meeting of the Board of Trustees, notice of the time, date, place, and purpose of such meeting shall be provided to each Trustee. Special meetings of any committee of the Board shall be held on at least three (3) days’ notice, upon call of the Chair of the Board of Trustees, the president and chief executive officer, the secretary, or the Chair of such committee.
Waiver of Notice. The requirement of notice of the time, date, place, and (when required) purpose of any meeting of the Trustees of the Foundation, or of any committee of the Board of Trustees, may be waived by a Trustee, before or after any meeting, by notice.
5. Quorum. At any meeting of the Board of Trustees or at any meeting of a committee of the Board of Trustees, a majority of the voting Trustees of the Board or of such committee, respectively, shall constitute a quorum for all purposes, and a majority of the vote of the Trustees present at a meeting at which a quorum is present shall be sufficient to pass any measure in such meeting, except as otherwise provided in these Bylaws or required by the laws of the state of New Jersey or the Foundation’s Certificate of Incorporation.
6. Participation in Meetings. Any or all Trustees may participate in a meeting of the Board of Trustees, or a committee of the Board of Trustees, by means of any remote communication, including telephone conference, video conference, or any other means of communication by which all persons participating in the meeting are able to hear each other.
7. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Trustees or any committee may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, including a writing delivered by email or other electronic means, setting forth the action so taken shall be signed by all of the voting members of the Board of Trustees or committee, as applicable. Action by written consent shall be effective when filed with the secretary of the Foundation.
Article IV. Officers
1. Enumeration of Officers. The officers of the Foundation shall be the Chair of the Board of Trustees, the president, the treasurer, and the secretary. The Foundation shall have such other officers as from time to time may be designated and elected by the Board of Trustees, including a Chair-Elect, a chief operating officer, one or more executive vice presidents, a chief of staff, a general counsel, a chief investment officer, and one or more assistant secretaries and assistant treasurers.
2. Election and Removal of Officers. All officers of the Foundation, other than the Chair, shall be elected at the annual meeting of the Board of Trustees and shall hold office for a term of one (1) year and until the next succeeding annual meeting, subject to their earlier death, resignation, or removal. Any officer of the Foundation shall be subject to removal as an officer at any time, with or without cause, by a vote of not less than two-thirds of the Trustees. At its discretion, the Board of Trustees may leave unfilled, for such period as it may deem proper, any offices except those of president and chief executive officer, secretary, and treasurer. If a vacancy occurs in the office of the Chair for any reason, such vacancy may be filled by another person selected by the Board of Trustees to serve out the remainder of the term.
3. Eligibility of Officers. The Chair of the Board, the Chair-Elect, and the president and chief executive officer shall be Trustees of the Board of Trustees. No other person need be a Trustee in order to qualify for office. The same person may hold, at the same time, one or more offices, except as proscribed by law.
4. Duties of Officers.
a) Chair and Chair-Elect of the Board of Trustees. The Chair shall be a nonexecutive officer of the Foundation. The Chair shall preside at all meetings of the Board of Trustees and shall be entitled to receive notice of and to attend all meetings of all committees of the Board and also shall be entitled to receive notice of any action taken by any committee by written consent. The Chair who attends any meeting of any committee (and any adjournment thereof) in person or as otherwise permitted by these Bylaws shall be considered to be a full voting member of such committee for the duration of such meeting. The responsibility for ensuring that all Trustees are fully and promptly informed of policy matters that require decisions on their part and that such matters are dealt with by the Board or by the committees in an appropriate manner shall rest with the Chair. The Chair shall lead the Board in its oversight of the Foundation and perform such other duties as the Board of Trustees shall designate from time to time.
b) President and Chief Executive Officer. The president shall be the chief executive officer of the Foundation and shall have general and active management of the overall business and operations of the Foundation and shall see that all decisions and resolutions of the Board are carried into effect. The president and chief executive officer shall not be a member of the Audit or the Executive Compensation committees but shall be a nonvoting member of all other committees of the Board. In addition, the president and chief executive officer shall possess, and may exercise, such power and authority, and shall perform such other duties, as the Board of Trustees shall designate from time to time, or as are incident to the offices of president and chief executive officer of a corporation. The performance of the president and chief executive officer shall be reviewed annually by the Board of Trustees or such committee of the Board as the Board may designate.
c) Treasurer. The treasurer shall have the care and custody of the funds of the Foundation and shall have and exercise all powers and duties commonly incident to the office of treasurer of a corporation. The treasurer shall keep accurate books of accounts of the Foundation’s financial transactions, which books shall be the property of the Foundation. The treasurer shall have such other duties as the Board of Trustees may designate from time to time, or as are incident to the office of treasurer of a corporation.
d) Secretary. The secretary shall keep and preserve in the records of the Foundation true minutes of the proceedings of all meetings of the Trustees, and of the Board of Trustees. The secretary shall have the custody of all valuable records of the Foundation and shall have custody of the seal of the Foundation with the authority to affix the same to all instruments where its use is required. The secretary shall give all notices required by statute, by the Certificate of Incorporation, or by these Bylaws. The secretary shall also perform such other duties as the Board of Trustees shall designate from time to time, or as are incident to the office of secretary of a corporation.
e) Chief Operating Officer. The chief operating officer shall be responsible for the Foundation’s day-to-day operations, subject to the supervision of the president and chief executive officer and the Board of Trustees and any duly authorized committees thereof. The chief operating officer shall perform such other duties as the Board of Trustees or any duly authorized committees thereof or the president and chief executive officer may designate from time to time, or as are incident to the office of chief operating officer of a nonprofit corporation.
f) Executive Vice President. An executive vice president shall perform such duties and have such powers as the Board of Trustees or the president and chief executive officer shall designate from time to time.
g) Chief of Staff. The chief of staff shall perform such duties and have such powers as the Board of Trustees or the president and chief executive officer shall designate from time to time.
h) General Counsel. The general counsel shall be responsible for the management of all of the legal affairs of the Foundation, ensuring that the Foundation’s strategies, policies, and programs are developed and applied with due recognition of applicable legal implications and risks, and that the Foundation’s legal records are properly compiled and maintained. The general counsel shall perform such other duties as the Board of Trustees shall designate from time to time, or as are incident to the office of general counsel of a nonprofit corporation.
i) Chief Investment Officer. The chief investment officer shall be responsible for the Foundation’s investment activities and the performance of its investment portfolio, subject to the supervision of the Board of Trustees and any duly authorized committees thereof. The chief investment officer shall recommend asset allocation targets and investment policies and guidelines and shall be responsible for ensuring that decisions of the Board of Trustees and any duly authorized committees thereof with respect thereto are carried into effect. The chief investment officer also shall from time to time report on and advise the Board of Trustees and any duly authorized committees thereof about matters that are material to the management of the Foundation’s investments. The chief investment officer shall perform such other duties as the Board of Trustees or any duly authorized committees thereof may designate from time to time, or as are incident to the office of chief investment officer of a nonprofit corporation.
j) Assistant Secretary. An assistant secretary shall perform the duties and have the powers of the secretary during the absence or disability of the secretary and shall perform such other duties and have such other powers as the secretary shall designate from time to time.
k) Assistant Treasurer. An assistant treasurer shall perform the duties and have the powers of the treasurer during the absence or disability of the treasurer and shall perform such other duties and have such other powers as the treasurer shall designate from time to time.
l) Other. The Board of Trustees may designate other persons with titles (including, without limitation, as “vice presidents”), who shall perform such duties and have such powers as the Board of Trustees shall designate from time to time, but such persons shall not be, and shall not be deemed to be, officers of the Foundation for purposes of the Act unless they are specifically designated by the Board of Trustees as “corporate officers.”
5. Delegation of Powers. In case of the absence or disability of the president and chief executive officer or any other officers of the Foundation or for any other reason that may seem sufficient to the Board of Trustees, the Board of Trustees may delegate the powers and duties of any such officer for the time being to any other officer or to any Trustee. In the event of the inability of the Chair to perform the duties established by these Bylaws, the Chair-Elect shall perform the duties of the Chair until such time as the Chair either is able to perform such duties or the Chair’s term expires, and otherwise shall perform such other duties and have such other powers as the Board of Trustees shall designate from time to time.
Article V. Indemnification and Insurance
1. Right to Indemnification. Each Trustee and officer of the Foundation who has been or is made a party or is threatened to be made a party to or is involved in any pending, threatened, or completed civil, criminal, administrative, or arbitrative action, suit, or proceeding, or any appeal therein, or any inquiry or investigation which could lead to such action, suit, or proceeding (a “proceeding”), by reason of being or having been a Trustee or officer of the Foundation, or by reason of being or having been a director, officer, trustee, employee, or agent of any other foundation (domestic or foreign) or of any partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise (whether or not for profit), serving as such at the request of the Foundation, or the legal representative of any such director, officer, trustee, employee, or agent, shall be indemnified and held harmless by the Foundation to the fullest extent not prohibited by the law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Foundation to provide broader indemnification rights than permitted prior to such amendment), from and against any and all reasonable costs, disbursements, and attorneys’ fees, and any and all amounts paid or incurred in satisfaction of settlements, judgments, fines, and penalties, incurred or suffered in connection with any such proceeding, and such indemnification shall continue as to a person who has ceased to be a trustee, officer, employee, or agent and shall inure to the benefit of that person’s heirs, executors, administrators, and assigns. Except as provided in paragraph (2) hereof, the Foundation shall indemnify any such person seeking indemnification under this Article V in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was specifically authorized by the Board of Trustees. The payment of such expenses incurred by any person in connection with any proceeding for which indemnification may be available under this Article in advance of the final disposition of such proceeding may be made only upon receipt by the Foundation of an undertaking, by or on behalf of such person, to repay all amounts so advanced unless it shall ultimately be determined that such person is entitled to be indemnified under this section or otherwise. The Foundation may, by action of its Board of Trustees, provide for indemnification and advancement of expenses to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of Trustees and officers.
2. Right of Claimant to Bring Suit. If a claim under paragraph (1) of this section is not paid in full by the Foundation within thirty (30) days after a written request has been received by the Foundation, the claimant may at any time thereafter apply to a court for an award of indemnification by the Foundation for the unpaid amount of the claim and, if successful on the merits or otherwise in connection with any proceeding, or in the defense of any claim, issue, or matter therein, the claimant shall be entitled also to be paid by the Foundation any and all expenses incurred or suffered in connection with such proceeding. It shall be a defense to any such action (other than an action brought to enforce a claim for the advancement of expenses incurred in connection with any proceeding where the required undertaking, if any, has been tendered to the Foundation), that the claimant has not met the standard of conduct which makes it permissible under law for the Foundation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Foundation. Neither the failure of the Foundation (including its Board of Trustees or independent legal counsel) to have made a determination prior to the commencement of such proceeding that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct set forth in the law, nor an actual determination by the corporation (including its Board of Trustees or independent legal counsel) that the claimant has not met such applicable standard of conduct, nor the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
3. Nonexclusivity of Rights. The right to indemnification and advancement of expenses provided by or granted pursuant to this Article V shall not exclude or be exclusive of any other rights to which any person may be entitled under a certificate of incorporation, bylaw, agreement, resolution of the Board of Trustees, or otherwise, provided that no indemnification shall be made to or on behalf of such person if a judgment or other final adjudication adverse to such person establishes that such person has not met the applicable standard of conduct required to be met under applicable law.
4. Insurance. The Foundation may purchase and maintain insurance on behalf of any trustee, director, officer, employee, or agent of the Foundation or another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against any expenses incurred in any proceeding and any liabilities asserted against him or her by reason of such person being or having been such a trustee, director, officer, employee, or agent, whether or not the Foundation would have the power to indemnify such person against such expenses and liabilities under the provisions of this Article V or otherwise.
5. The Board of Trustees may, in its discretion, grant to any other person serving as a nonvoting member of a committee designated by the Board of Trustees all of the rights, protections, and privileges granted to Trustees and officers under this Article V.
Article VI. Seal
The seal of the Foundation shall consist of a circular seal with the name of the Foundation around the border and the year of incorporation in the center.
Article VII. Notices
1. Written Communications. Any notice, consent, or other communication permitted or required pursuant to these Bylaws may be effected by written instrument, including by mail, email, or other mode of communication that is capable of being reproduced in physical form.
2. In General. The Board of Trustees shall have power to designate officers and agents who shall have authority to execute any instrument on behalf of the Foundation.
Article VIII. Fiscal Year
The calendar year shall be the fiscal year of the Foundation.
Article IX. Construction of Bylaws
In respect to all questions of construction of Bylaws, the decision of the Board of Trustees shall be final and conclusive.
Article X. Amendment of Bylaws
These Bylaws may be amended, altered, changed, added to, or repealed at any annual, regular, or special meeting of the Trustees if notice of the proposed amendment, alteration, change, addition, or repeal be contained in the notice of such meeting. Amendments may be adopted by majority vote of the Trustees present at any meeting called for such purpose.
Notwithstanding the preceding sentence, Sections 2(a), 4(c), and 5 of Article II; Section 2 of Article IV; and this Article X may be amended or repealed, or a new bylaw adopted that is inconsistent with any of those sections by vote of the Trustees only if the amendment, repeal, or adoption of a new bylaw is approved by not less than two-thirds of the Trustees.