AI-assisted research summary: The board may delegate investment authority and contract with a nonprofit corporation, but it must approve key governing documents and oversee audits and reports. The corporation is limited to investing designated funds and certain conflicts of interest and post-service communications are prohibited.
Sec. 66.08. INVESTMENT MANAGEMENT. (a) The board may delegate investment authority for the investment of the permanent university fund to the same extent as an institution with respect to an institutional fund under Chapter 163, Property Code. (b) The board may enter into a contract with a nonprofit corporation for the corporation to invest funds under the control and management of the board, including the permanent university fund, as designated by the board. The corporation may not engage in any business other than investing funds designated by the board under the contract. (c) The board must approve the: (1) articles of incorporation and bylaws of the corporation and any amendment to the articles of incorporation or bylaws; (2) investment policies of the corporation, including changes to those policies; (3) audit and ethics committee of the corporation; and (4) code of ethics of the corporation. (d) The board of directors of the corporation shall have nine members, determined as follows: (1) seven members appointed by the board, of whom: (A) three must be members of the board; (B) three must have a substantial background and expertise in investments; and (C) one must be a qualified individual as determined by the board, which may include the chancellor of The University of Texas System; and (2) two members appointed by the board of regents of The Texas A&M University System, at least one of whom must have a substantial background and expertise in investments. (e) Each appointed member of the board of directors of the corporation is subject to removal and replacement by and at the pleasure of the appointing entity. (f) If an investment contract entered into under Subsection (b) includes the permanent university fund within the scope of funds under the control and management of the board to be invested by the corporation, the board shall provide for an annual financial audit of the permanent university fund. The audit shall be performed by the auditors of The University of Texas System and The Texas A&M University System and presented to the board. (g) The corporation shall file quarterly reports with the board concerning matters required by the board. (h) The corporation: (1) is subject to the Texas Non-Profit Corporation Act (Article 1396-1.01 et seq., Vernon's Texas Civil Statutes); and (2) is subject to the provisions of Chapter 551, Government Code (the open meetings law), that apply to the board of regents of The University of Texas System, except that the board of directors of the corporation: (A) may discuss an investment or potential investment with one or more employees of the corporation or with a third party to the extent permitted to the board of trustees of the Texas growth fund under Section 551.075, Government Code; and (B) is not subject to Section 551.121 or Section 551.125, Government Code, rather any director of the corporation may attend any meeting of the board of directors by telephone conference call provided that the telephone conference is audible to the public at the meeting location specified in the notice of the meeting during each part of the meeting that is required to be open to the public. (i) The corporation may not enter into an agreement or transaction with a: (1) director, officer, or employee of the corporation acting in other than an official capacity on behalf of the corporation; or (2) business entity in which a director, officer, or employee of the corporation has an interest (j) An agreement or transaction entered into in violation of Subsection (i) is void. (k) For purposes of this section, a person has an interest in a business entity if: (1) the person owns five percent or more of the voting stock or shares of the business entity; (2) the person owns five percent or more of the fair market value of the business entity; or (3) money received by the person from the business entity exceeds five percent of the person's gross income for the preceding calendar year. (l) A former director of the corporation may not make any communication to or appearance before a director, officer, or employee of the corporation before the second anniversary of the date an individual ceased to be a director of the corporation if the communication or appearance is made: (1) with the intent to influence; and (2) on behalf of any person in connection with any matter on which the person seeks action by the corporation. (m) A former officer or employee of the corporation may not represent any person or receive compensation for services rendered on behalf of any person regarding a particular matter in which the former officer or employee participated during the period of service or employment with the corporation, either through personal involvement or because the particular matter was within the officer's or employee's responsibility. (n) An individual who violates Subsection (l) or (m) commits an offense. An offense under this subsection is a Class A misdemeanor. (o) In this section: (1) "Board" means the board of regents of The University of Texas System. (2) "Institution" and "institutional fund" have the meanings assigned by Chapter 163, Property Code. (3) "Participated" means to have taken action as an officer or employee through decision, approval, disapproval, recommendation, giving advice, investigation, or similar action. (4) "Particular matter" means a specific investigation, application, request for a ruling or determination, rulemaking proceeding, contract, claim, charge, accusation, arrest, or judicial or other proceeding. Added by Acts 1983, 68th Leg., p. 5100, ch. 926, Sec. 2, eff. Aug. 29, 1983. Renumbered from Education Code Sec. 66.06 by Acts 1987, 70th Leg., ch. 167, Sec. 5.01(a)(20), eff. Sept. 1, 1987. Amended by Acts 1995, 74th Leg., ch. 213, Sec. 3, eff. May 23, 1995; Acts 1997, 75th Leg., ch. 19, Sec. 1, eff. April 25, 1997; Acts 2001, 77th Leg., ch. 118, Sec. 3.06, eff. Sept. 1, 2001. Amended by: Acts 2007, 80th Leg., R.S., Ch. 834 (H.B. 860), Sec. 3, eff. September 1, 2007. Acts 2007, 80th Leg., R.S., Ch. 834 (H.B. 860), Sec. 4, eff. September 1, 2007. Acts 2011, 82nd Leg., R.S., Ch. 335 (H.B. 2825), Sec. 1, eff. June 17, 2011. Acts 2013, 83rd Leg., R.S., Ch. 1366 (S.B. 1604), Sec. 3, eff. June 14, 2013.