By-Laws of Blue Ridge Community College Educational Foundation, Inc.

Article I Purpose

This Corporation is organized and shall be operated only for the following non-profit educational and charitable purposes:

  1. To foster and promote the growth, progress, and general welfare of the Blue Ridge Community College (the "College") and of the Virginia Community College System and particularly, but without limitations, to:
    1. Provide money, personnel or other aids for the strengthening, development, and enlargement of the College and its programs now in existence or hereafter created;
    2.  Make donations or contributions to, or assist in the support of, current College activities and undertakings or the establishment and support of any new functions and/or objectives;
    3.  Purchase or make contributions toward the acquisition of books, materials and equipment or the erection and construction of buildings and facilities, which will contribute to the educational and administrative resources of the College;
    4.  Provide educational loans, scholarships or grants in aid for students of the College.
    5.  Contribute to and make donations for any and all proper objects, projects, functions, services and activities now or hereafter carried on or sponsored by the College.
  2. To do all things which a Corporation of like character is, or may be authorized or permitted to do by the laws of the United States or the Commonwealth of Virginia, provided such things are in accord with the general educational and charitable purpose of this Corporation as described above, and the policies and regulations of the Virginia State Board for Community Colleges.

Notwithstanding the foregoing, the Corporation will not conduct or carry on any activity not permitted by any organization exempt from the Federal Income Tax pursuant to Section 501(c)(3) of the Internal Revenue Code. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public ot11.ce. No part of the net earnings of the Corporation shall inure to the benefit of any member, trustee, director, officer or employee of the Corporation except that reasonable compensate ion may be paid for services rendered to or for the Corporation as the Board of this Corporation shall prescribe. Notwithstanding any of the foregoing, no funds or other assets of this Corporation shall be applied to projects or operations contrary to laws governing the College.

Article II Composition of Board of Directors

The Board of Directors of this Corporation shall consist of not fewer than three (3) nor more than twenty-five (25) Directors, with the exact number to be determined from time to time by the Board of Directors. At the 2011 annual meeting of the Board of Directors, except as otherwise provided herein, the Directors in office will elect a Board of Directors that is divided into three groups as equal in number as possible, one group to serve a one (1)-year term, and second group to serve a two (2)-year term, and the third group to serve a three (3)-year term, in order to create staggered terms. At subsequent annual meetings of the Board of Directors, as close to one (I)-third of the total number of Directors as possible shall be elected by the Directors in office for a three (3)- year term.

The President of the College shall be a Director of the Corporation, the Vice President of Financial and Administrative Services of the College shall be a Director of the Corporation, and at least one (1) of the Directors of this Corporation shall be appointed by the College Board of Directors from its membership. Except for the College President and Vice President of Financial and Administrative Services (who serve as Directors of the Corporation by virtue of their office) and the Director appointed by the College Board, vacancies in the Board of Directors may be tilled by the Corporation 's Board of Directors at any regular or special meeting. Persons so elected to fill a vacancy shall serve for the unexpired term of the Director whose vacancy is so filled.

Following the completion of their first full three (3)-year term, members of the Board of Directors shall be eligible for election to a second three (3)-year term. The second three (3)-year term must be followed by a one (1)-year sabbatical. Members completing the one (1)-year sabbatical shall again be eligible for election to the Board of Directors.

In the case of directors who are also officers of the Corporation, the term of appointment as a director may be extended by the Board of Directors to allow the officers to complete their term of office.

Article III Directors and Meetings

The business affairs and property of this Corporation shall be under the management of its Board of Directors, and such officers and agents as said Board may elect or employ.

The Board of Directors shall hold its meetings at such time and places as it may from time to time prescribe. The Board of Directors shall hold an annual meeting at a time and place to be determined each year. Special meetings of the Board of Directors may be called anytime by the Chairman of the Corporation or at the request of any two Directors. At least five (5) days' notice of the time and place of the meetings of the Board of Directors shall be given i n person or in writing to all Directors. However, except as otherwise provided by law, any irregularity in the time, form or receipt of such notice shall not invalidate any action undertaken by the Directors provided a quorum thereof is present and voting at such meeting. Written notice deposited in the U.S. mail and addressed to mailing addresses of the Directors as reflected in the Corporate books shall be deemed to be sufficient notice. In lieu of notice in person or by mail, electronic or telephonic notice may be given to any Director consenting to such form of notice.

A majority of the Directors in office shall be necessary to constitute a quorum for the transaction of business. Any question coming before the Board of Directors shall be determined by majority vote provided a quorum exists. If a quorum fails to attend at the time and place of meeting, the majority of those who do attend may adjourn ll'01n time to time until the meeting shall be regularly constituted. At any meeting for the election of directors, a quorum being present, the person receiving the greatest number of votes shall be elected as Director. Voting by proxy is not recognized.

Article IV Committees

The Board of Directors may appoint an Executive Committee, and such other committees as it may deem appropriate, and fi-x and prescribe their rights, authority and duties. The Executive Committee (and any Board Committee) shall be composed only of members of the Board of Directors. The College President, the College Vice President of Financial and Administrative Services, Officers (provided they are also Directors), Immediate Past Chairman (provided he or she is also a Director), and the Chairs of any Committee of the Board shall be members of the Executive Committee. Except as otherwise provided by law, the Executive Committee shall have and exercise the full authority of the Board of Directors in the management of the business of the Corporation between the regular meetings of the Board of Directors. All actions taken by the Executive Committee on behalf of this Corporation shall be reported to the Board of Directors at its next regular meeting. Meetings of the Executive Committee may be called any time by the Chairman of the Corporation, or at the request of two Directors on the Executive Committee.

The Directors shall serve without compensation except they may receive their reasonable expenses as shall be approved by the Board of Directors.

Article V Officers and Agents

The officers of the Corporation shall consist of a Chair, Vice-Chair, Executive Director, Secretary and Treasurer, and such other officers and agents as the Board of Directors may appoint.

Article VI Powers and Duties of Officers and Agents

The Chair of the Board of Directors shall preside over all meetings of the Board of Directors and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chair shall generally perform all other duties and functions and have and exercise all of the rights, powers, and authority usually by law vested in the Chair. The Chair shall be a member of the Board of Directors and be elected by the Board for a one (1 )-year term. The Chair may serve no more than two successive one ( l)-year terms as Chair. The Chair shall not receive compensation for his or her service as such.

The Vice Chair of the Board of Directors shall exercise all functions of the Chair of the Board of Directors in the absence or disability of the latter. The Vice Chair shall be a member of the Board of Directors and be elected by the Board for a one ( l )-year term. The Vice Chair may serve no more than two successive one (1)-year terms as Vice Chair. The Vice Chair shall not receive compensation for his or her service as such. The Vice Chair shall not assume the office of the Chair unless so elected by the Board.

The Executive Director shall be appointed by the President of the College in consultation with the Board of Directors and shall serve according to the term established by the President. The Executive Director shall administer all programs undertaken by the Corporation to secure and manage the resources needed to support the mission, vision, values, and strategic direction of the Corporation under the direction of the President of the College. The Executive Director shall have authority to sign checks, drafts, notes, and all other orders for the payment of money and to sign the corporate name to all deeds, contracts, leases, and other documents of every nature and description. The Executive Director is also President of the Corporation and may sign instruments in that capacity as necessary. The Executive Director shall perform such other duties as may, from time to time, be assigned by the President of the College or, with the advance approval of the President of the College, by the Chair of the Corporation. The performance of the Executive Director will be evaluated annually by the President of the College, with input from the Board of Directors or its Executive Committee.

The Secretary of the Corporation shall be the President of the College and shall serve as Secretary for so long as he or she remains President of the College. The Secretary or his designee, will give proper notice of all Board meetings to the Board of Directors when requested; maintain an accurate record of all meetings, and all actions taken at such meetings by the Board of Directors; maintain an accurate record of the names and addresses of all Directors, and certify as to the accuracy and completeness of any record of the Corporation. These foregoing responsibilities also apply to all meetings and actions taken by the Executive Committee of this Board.

The College's Vice President of Financial and Administrative Services shall serve as the Treasurer of the Corporation for so long as he or she remains the Vice President of Financial and Administrative Services for the College. The Treasurer shall serve as the Corporation's chief financial officer and shall collect, receive, and hold the funds of the Corporation, and shall have custody of all funds, securities, and properties of the Corporation and shall keep in books belonging to the Corporation full and accurate accounts of all receipts and disbursements and shall deposit all funds, securities, and other valuable effects in the name of the Corporation in such depositories as may be designated for that purpose by the Board of Directors. The Treasurer shall handle, manage, and make disbursement of the properties and funds of the Corporation as prescribed by the Board properties and funds of the Corporation as prescribed by the Board of Directors, and shall render to the Board of Directors at its regular meetings and whenever requested by the Board an account of the financial condition of the Corporation. Any or all of the foregoing rights, duties, powers, and authority made by the Board of Directors may be delegated to and vested in such other officers, agents, or employees as it may from time to time prescribe. The Treasurer and any other person handling or responsible for the funds of this Corporation shall be insured by a fidelity surety bond in favor of this Corporation.

Article VII Audits

The books and records of this Corporation shall be audited at least on an annual basis. The audit shall be performed by an independent certified public accountant selected by the Board of Directors or any committee of the Board charged with overseeing the Corporation's finances. The Treasurer shall submit to the State Board for Community Colleges an annual financial statement of the transactions of the Foundation in a format prescribed by the State Board for Community Colleges. No funds of the Corporation shall be applied to capital projects or operations contrary to laws governing the College.

Article VIII Liquidation

In the event of liquidation, dissolution, or termination of this Corporation by any means whatsoever, any assets available for distribution after provision for all obligations of this Corporation shall be distributed to the Virginia Foundation for Community College Education or a similar tax­ exempt organization selected by the Virginia State Board for Community Colleges. However, if the said Foundation or similar tax exempt organization selected by the said State Board is, at the time of this Corporation's dissolution, no longer in existence, no longer a qualified distributee, or unwilling or unable to accept the assets of this Corporation, then such assets shall be distributed exclusively for charitable purposes to an organization or organizations which are qualified as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

Article IX Amendment to By-Laws

These By-laws may be repealed, changed, or added to at any meeting of the Board of Directors provided advance notice of the proposed repeal , change, or addition is given to each Director at least ten (10) days prior to such meeting. Written notice to the Directors timely mailed to their address shown on the books of the Corporation shall be deemed to be sufficient notice. Amendments to the Articles of Incorporation shall be accomplished as provided by law; copies of such amendments shall be provided to the Virginia State Board for Community Colleges.

Last Revised by Board of Directors 2/15/2011