By-Laws of Blue Ridge Community College Educational Foundation, Inc.
Blue Ridge Community College Educational Foundation, Inc. (the “Corporation”), a nonstock corporation duly formed under the provisions of the Virginia Nonstock Corporation Act, Chapter 10, Title 13.1 of the Code of Virginia (the “Code”), hereby adopts the following Bylaws of the Corporation, which shall govern the management and operation of the Corporation’s business and the regulation of its affairs to the extent consistent with the Corporation’s Articles of Incorporation and applicable law and in accordance with Section 13.1-823 of the Code.
Article I Purpose
The Corporation is organized and shall be operated only for the following non-profit educational and charitable purposes:
- To foster and promote the growth, progress, and general welfare of Blue Ridge Community College (the “College”) and of the Virginia Community College System and particularly, but without limitations, to:
- Provide money, personnel or other aids for the strengthening, development, and enlargement of the College and its programs now in existence or hereafter created;
- 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;
- 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;
- Provide educational loans, scholarships or grants in aid for students of the College.
- 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.
- 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 office. 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 compensation 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 Members
The Corporation shall have no members.
Article III Board of Directors
Section One – Authority. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Unless otherwise provided by resolution of the Board of Directors, the Directors shall have the sole voting power. Directors shall serve without compensation except they may receive their reasonable expenses as shall be approved by the Board of Directors.
Section Two – Number and Composition. 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. The President of the College and the Vice President of Financial and Administrative Services of the College shall serve as ex officio Directors of the Corporation for so long as they remain in office. One (1) of the Directors of this Corporation shall be appointed by the College Board of Directors from its membership and shall serve at the pleasure of the College Board of Directors. The three Directors described by this paragraph are hereinafter referred to as “College-Appointed Directors.”
Section Three – Election and Term. At each annual meeting of the Board of Directors, as close to one (1)-third of the total number of Directors as possible (excluding the College-Appointed Directors) shall be elected by the Directors in office for a three (3)-year term, or until their respective successors are elected and qualify.
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. These term limits do not apply to College-Appointed 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.
Section Four – Resignation and Removal. A Director may resign at any time by delivering written notice to the Board of Directors. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. The Board of Directors may remove one or more Directors (other than College-Appointed Directors) with or without cause upon an affirmative vote by two-thirds of the Directors then in office.
Section Five – Vacancy. Except for the College-Appointed Directors, vacancies in the Board of Directors, including a vacancy resulting from an increase in the number of directors, may be filled by the affirmative vote of the remaining directors, even though less than a quorum of the Board, at any regular or special meeting. Persons so elected to fill a vacancy shall serve for the term indicated in the resolution of appointment.
Section Six – Board Meetings. 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 in the fourth fiscal quarter of the Corporation (typically, in May) or at such other time, and at such place, as the Board shall determine. 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 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. Notice may be given by written notice deposited in the U.S. mail and addressed to mailing addresses of the Directors as reflected in the Corporate books, or by or by electronic or telephonic notice.
Section Seven – Quorum and Voting. 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 from 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.
Section Eight – Conduct of Meetings. The Chair shall preside over all meetings of the Directors. If the Chair is not present, the Vice Chair shall so preside. If none of such officers are present, a chairman shall be elected at the meeting. The Secretary of the Corporation shall act as secretary of all the meetings if present. If the Secretary is not present, the officer presiding over the meeting shall appoint a secretary of the meeting. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct a meeting through the use of, any means by which all directors participating may simultaneously communicate with each other during the meeting.
Section Nine – Action Without a Meeting. Any action required or permitted to be taken at a Board meeting may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents stating the action taken, signed by each Director either before or after the action taken, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this Section is effective when the last Director signs the consent unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein provided the consent states the date of execution by each Director. A consent signed under this Section shall have the same effect as a meeting vote and may be described as such in any document. A written consent and the signing thereof may be accomplished by one or more electronic transmissions.
Section Ten – Powers of Grants and Contributions. The Board shall have the exclusive authority to make grants and contributions and otherwise render financial assistance for the purpose of furthering the Corporation’s tax-exempt purposes. The Board shall have the power to make grants to any organization that is organized and operated exclusively for religious, charitable, scientific or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code and which further the Corporation’s tax-exempt purposes. All requests for funds shall be reviewed by the Board and shall state the proposed use of the requested funds. The Board shall have the discretion to refuse to make any grant or contribution. If a grant request is approved, the Board may fund such grant out of existing funds or it may solicit funds for the particular grant requested. The Board shall retain the absolute power to withdraw its support of any grant or contribution, for any reason, at any time. The Board shall not accept contributions that require the Corporation to contribute or transmit such contributions solely to any named organization. Grantee organizations shall be required, from time to time, to furnish an accounting that shows how the funds were expended for the purposes approved by the Board.
Article IV Officers
Section One – General. The officers of the Corporation shall consist of a Chair, Vice Chair, Executive Director, Secretary, and Treasurer and such other officers as the Board may appoint. Except for officers who serve by virtue of their office with the College as provided in this Article Four (“College-Appointed Officers”), all officers shall be appointed by the Board of Directors and shall serve at the pleasure of the Board of Directors. Any two or more offices may be held by the same person. A duly elected officer may appoint one or more officers or assistant officers if authorized by the Board of Directors.
Section Two – Resignation and Removal. An officer may resign at any time by delivering written notice to the Board of Directors. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Corporation accepts the future effective date, except for College-Appointed Officers, the Board may fill the pending vacancy before the effective date if the officer’s successor does not take office until the effective date. Except for College-Appointed Officers, the Board of Directors may remove any officer at any time, with or without cause, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.
Section Three – Vacancies. Except for College-Appointed Officers, a vacancy in any office because of death, resignation, removal, disqualification or otherwise shall be filled by the Board.
Section Four – Chair. 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 two (2)-year term. The Chair may serve no more than one (2)-year term as Chair; thereafter, the director holding the office of Chair must take at least a one-year break in service before being eligible to serve as Chair again. The Chair shall not receive compensation for his or her service as such.
Section Five – Vice Chair. 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 two (2)-year term. The Vice Chair may serve no more than one (2)-year term as Vice Chair; thereafter, the director holding the office of Vice Chair must take at least a one-year break in service before being eligible to serve as Vice Chair again. 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.
Section Six – Executive Director. 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.
Section Seven – Secretary. 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 or her 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.
Section Eight – Treasurer. 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 College 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.
Section Nine – Transfer of Authority. In case of the absence of any officer of the Corporation or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may transfer the powers or duties of that officer to any other officer or to any director or employee of the Corporation. Notwithstanding the foregoing, the office of Secretary shall remain with the College President as required by applicable accreditation standards.
Article V Board Committees
Section One – Board Committees. The Board of Directors shall have the following standing Board committees: Executive, Development, Finance, Planning, and Special Events and Alumni Relations. The Board may create such additional Board committees as it determines. Only Directors may serve as members of Board committees, but the chair of any Board committee may invite advisors to attend its meetings. Each Board committee shall consist of two or more Directors who shall serve at the pleasure of the Board of Directors. Each Board committee may exercise the authority of the Board of Directors, subject to Section 13.1-869(D) of the Code.
Section Two – Meetings. The provisions of these Bylaws which govern meetings, action without meetings, and quorum and voting requirements of the Board of Directors shall apply to Board committees and their members as well.
Section Three – Executive Committee. The Executive Committee shall be composed of 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. 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.
Section Four – Development Committee. The Development Committee shall support the Corporation’s programs of fundraising and donor relations development in support of the Corporation and the College. A further description of the Development Committee’s duties is included in “Committee Duties” attached hereto as Exhibit A and incorporated herein by this reference, which duties may be revised by the Board of Directors at any time and from time to time.
Section Five – Finance Committee. The Finance Committee shall oversee the Corporation’s finances, investments and audit, assist with the development of the Corporation’s annual budget, and assist with the development of financial policies of the Corporation. A further description of the Finance Committee’s duties is included in “Committee Duties,” which duties may be revised by the Board of Directors at any time and from time to time.
Section Six – Planning Committee. The Planning Committee shall support the governance functions of the Board of Directors including by recruiting and orienting Board members, overseeing the functioning of the Board and Board Committees, periodically reviewing the Corporation’s Bylaws, and leading the Board in periodic self-assessments. A further description of the Planning Committee’s duties is included in “Committee Duties,” which duties may be revised by the Board of Directors at any time and from time to time.
Section Seven – Special Events and Alumni Relations Committee. The Special Events and Alumni Relations Committee shall plan, implement and evaluate the Corporation’s special events in support of the fundraising goals established by the Board and supports a program for cultivating relations with alumni of the College. A further description of the Special Events and Alumni Relations Committee’s duties is included in “Committee Duties,” which duties may be revised by the Board of Directors at any time and from time to time.
Article VI Audits
The books and records of the 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 the Finance Committee. 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 VII Special Corporate Acts, Negotiable Instruments, Deeds and Contracts
All checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Corporation; all deeds, mortgages, and other written contracts and agreements to which the Corporation shall be a party; and all assignments or endorsements of registered bonds or other securities owned by the Corporation, shall be signed by such officers as the Board may from time to time direct. The Board of Directors may authorize any one of its officers to sign any of such instruments, for and in behalf of the Corporation, without necessity of countersignature; may designate officers or employees of the Corporation, other than those named above, who may, in the name of the Corporation, sign such instruments; and may authorize the use of facsimile signatures of any of such persons. Any shares of stock issued by any other corporation and owned or controlled by the Corporation may be voted at any directors’ meeting of the other corporation by the Executive Director of the Corporation, if he or she be present; or, in his or her absence, by the Treasurer of the Corporation; or, in the event both the Executive Director and the Treasurer are absent, then by such person as the Executive Director shall, by duly executed proxy, designate to represent the Corporation at such directors’ meeting.
Article VIII Transactions with Directors
Any contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any firm of which one or more of its directors are members or employees, or in which they are interested, or between the Corporation and any corporation or association of which one or more of its directors are shareholders, members, directors, officers, or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of the director or directors at the meeting of the Board of Directors of the Corporation that acts upon, or in reference to, the contract or transaction, and notwithstanding his, her or their participation in the action, if the fact of such interest shall be disclosed or known to the Board of Directors and a majority of the directors who have no direct or indirect personal interest in the contract or transaction shall, nevertheless, vote to authorize or ratify the contract or transaction. However, no such contract or transaction may be authorized or ratified by a single director. If a majority of disinterested directors vote to authorize or ratify the contract or transaction, a quorum is present for the purpose of taking action under this Article. This section shall not be construed to invalidate any contract or other transaction that would otherwise be valid under the common and statutory law applicable to it.
Article IX 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 X Fiscal Year
The fiscal year of the Corporation shall end June 30.
Article XI Emergency By-Laws
In the event that a quorum of the Corporation’s Board of Directors cannot readily be assembled because of some catastrophic event, the Board of Directors of the Corporation may, consistent with Section 13.1-824 of the Code, adopt other bylaws to be effective only in such an emergency, which bylaws shall provide procedures for calling a meeting of the Board of Directors, quorum requirements for the meeting, and designation of additional or substitute directors as well as other provisions necessary for managing the Corporation during such emergency. All provisions of these Bylaws consistent with such emergency bylaws shall remain effective during such emergency. Such emergency bylaws shall not be effective after such emergency ends. Corporate action taken in good faith in accordance with such emergency bylaws shall bind the Corporation and may not be used to impose liability on a director, officer, employee, or agent of the Corporation.
Article XII Amendments
These Bylaws may be repealed, changed, or added to at any meeting of the Board of Directors. Any action taken or authorized by the Board of Directors which would be inconsistent with the Bylaws then in effect, but is taken or authorized by the affirmative vote of not less than the number of directors that would be required to amend these Bylaws so that the Bylaws would be consistent with such action, shall be given the same effect as if these Bylaws had been temporarily amended or suspended to the extent necessary to permit the specific action so taken or authorized.
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.
Revisions last approved by BRCC Educational Foundation Board of Directors November 15, 2022.