Article 1 Name and Status of the Corporation
- The name of this corporation is Chattanooga State Technical Community College Foundation (the "Foundation"). The Foundation is a nonprofit corporation and is tax exempt under Section 501(c)(3) of the Internal Revenue Code. These Bylaws, the powers of the Foundation and of its Board of Directors (the "Board") and Officers and all matters concerning the conduct and regulation of the affairs of the Foundation shall be subject to applicable laws as are in effect and as the same maybe amended from time to time.
Article 2 Exempt Purpose
- The Foundation is a nonprofit corporation. Its exclusive purpose is to benefit, perform the functions of and to carry out the purposes of Chattanooga State Community College (the "College"), formerly known as Chattanooga State Technical Community College.
Article 3 Board of Directors
Powers, Responsibilities, Accountability
- The business and affairs of the Foundation shall be managed by the Board of Directors (the "Board") who shall have and may exercise all the powers to which the Foundation may be entitled pursuant to applicable law and the charter of the corporation.
- The Board shall have ultimate responsibility for the affairs of the Foundation.
Composition of the Board
- Composition: The Board shall consist of no fewer than 3 and no more than 17 individuals of legal age. Directors need not be residents of the State of Tennessee.
- Designated Seats: The Board may appoint the President of the College as a non-voting, ex-officio member of the Board.
- Additional Directors: From time to time, the Board may elect additional Directors.
- In addition to the composition requirements defined in 3.2.1, the following principles, qualities and skills shall be taken into consideration in connection with the nomination and election of candidates for the Board.
- The membership of the Board should be selected so as to encompass the range of skills, expertise and perspectives needed by the Board to meet its responsibilities.
- Directors should acknowledge the transparency of their association with for-profit corporations, hold strictly to best practice principles of avoidance of real or inferred conflict of interest, agree as Directors to act solely in the best interests of the Foundation and actively support the Exempt Purpose of the Foundation.
- Directors should recognize the time commitment needed to serve on the Board and willingly devote the time and energy necessary to perform the role of Director.
Terms of Service
- Terms: Except as provided for Directors serving on the Executive Committee as provided in Paragraph 3.3.2 below, Directors shall be elected for one year at the annual meeting of the Board by the majority vote of the votes cast, with each Director having one vote. Each Director shall hold office until his or her successor has been elected and qualified, or until removed as provided in Paragraph 3.3.5 below.
- Executive Committee Terms: No Director shall serve on the Executive Committee for more than two (2) consecutive terms of three (3) years, excluding for these purposes any term served as President of the Foundation. Any Director serving two consecutive three year terms shall not be eligible for election or appointment to the Executive Committee for at least one year after completion of the second three-year term.
- Vacancy: The term of any Director elected or appointed to fill a vacancy occurring due to death, resignation or other cause shall be for the unexpired term of the Director whose death, resignation or other cause created the vacancy. The vacancy may be filled for the unexpired term by the remaining Directors at any regular or special meeting.
- Resignation. Any Director may resign at any time by giving written notice to the President of the Foundation or the Secretary of the Foundation. Such resignation shall take effect at the time specified in such notice, or if no time is specified, at the time of acceptance thereof as determined by the Board.
- Removal. All Directors shall serve at the pleasure of the Board and any Director may be removed at any time without cause by a two-thirds (2/3) majority vote of all the Directors then serving.
- Executive Committee. The Board may appoint an Executive Committee. In its discretion, and only by prior written authorization, the Board may grant to the Executive Committee the powers and authority of the Board itself during periods between Board meetings; provided, however, that the Executive Committee may exercise only the powers and authority specifically granted in such written authorization, subject to any and all conditions, limitations or restrictions provided therein; and provided further that in no event shall the Executive Committee be granted powers or authority in contravention of any of the provisions of these Bylaws or applicable law. If an Executive Committee is appointed, it shall consist of no fewer than three (3) and no more than seven (7) Directors whose terms of service are described in Paragraph 3.3.2.
- Investment Committee. The Board shall appoint an Investment Committee (the "Committee") consisting of the President of the Foundation, the Secretary and three (3) Directors. The Chair of the Investment Committee shall be elected from within the Committee membership. The President of the College shall be a non-voting member of the Committee and shall be invited to attend and participate in all the Committee's meetings. It shall be the responsibility of the Committee to:
- Supervise the overall implementation of the Foundation's investment policies by the Foundation's investment advisors;
- Monitor and evaluate the investment performance of the Foundation's funds;
- Report to the Board regularly on Foundation investment matters;
- Grant exceptions as permitted in policies adopted by the Board and recommend changes in Board approved policy, guidelines and objectives as the Committee perceives is needed; and
- Execute such other duties as may be delegated by the Board.
- Other Committees. The Board may appoint such other committees for such other purposes as the Board shall determine to be necessary or useful, in its discretion.
Successor and Additional Directors
- Successor and additional Directors may be nominated and elected at any time by the Board, providing the requirements of Section 3.2. are followed.
Compensation for Services
- Directors shall not be compensated for services provided to the Foundation in any capacity. However, Directors may be reimbursed for reasonable expenses associated with carrying out their duties as Directors in accordance with such policies as may be established by the Board from time to time.
Regular, Annual and Special Meetings
- Regular meetings of the Board may be held at such times as the Board may determine.
- Special meetings of the Board may be held at any time when called by the President or by at least one third (1 / 3) of the Board.
- Unless otherwise scheduled as provided herein, the Annual Meeting of the Board shall be held on the fifth Monday following the close of the Foundation's fiscal year. An annual meeting of the Board may be held on such other date as is determined by the Board and at such place and time as may be determined by the President, the Secretary or by one-third (1/3) of the Board.
Notice of Meeting
- All meetings of the Board shall be held at the principal office of the Foundation or at such other locations as shall be specified in the notice of the meeting. Reasonable notice of the time and place of all meetings shall be given by the President or the Secretary. Notice of a regular meeting need not specify the purpose of the meeting, unless otherwise required by law, the Charter of the Foundation, or these Bylaws. However, the purposes for which a special meeting is being called shall be set forth in the notice of that special meeting.
- Notice of any meeting at which an amendment to the Charter of the Foundation or these Bylaws or dissolution of the Foundation is to be considered shall be given not less than seven (7) days prior to the date of such meeting, and shall generally describe the nature of such amendments or the reasons for such dissolution.
- Except as otherwise expressly provided herein or required by law, it shall be reasonable and sufficient if written notice to a Director is sent by (a) first class U.S. mail at least five (5) days prior to the meeting, (b) overnight private courier at least forty-eight (48) hours prior to the meeting, or (c) facsimile or electronic transmission at least forty-eight (48) hours before the meeting, addressed to such Director at his or her usual or last known business or residence address.
- If notice of a meeting is required, such notice need not be given to any Director if a written waiver of notice, including waivers submitted by facsimile or electronic transmission, executed by him or her (or his or her attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting. Written notice requirements also do not apply to any Director who attends a meeting without protesting the lack of notice prior to the meeting itself or at its commencement.
- At any meeting of the Board, a majority of the Directors then in office shall constitute a quorum. Any meeting may be adjourned to a later date or dates by a majority of the votes cast upon the question, whether or not a quorum is present.
Action by Vote
- Each Director shall have one (1) vote. When a quorum is present at any meeting, a majority of the votes properly cast by Directors shall decide any questions, unless otherwise provided by law, the Charter of the Foundation or these Bylaws.
Action by Writing
- Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if the entire Board consent to the action in writing and each of the written consents are filed with the records of the meetings of the Board. Such consents shall be treated for all purposes as a vote at a meeting. Written consent may include voting by e-mail or other such electronic means of communication.
Presence through Electronic Means
- Directors may participate in a meeting of the Board via a conference telephone or similar communications equipment as long as all persons participating in the meeting can hear one another at the same time. Participation by conference telephone or similar equipment shall constitute presence in person at a meeting.
- Directors may vote either in person or by written proxy, which proxies shall be filed before being voted with the Secretary or other person responsible for recording the proceedings of the meeting. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any meeting adjourned to a later date; but the proxy shall terminate after the final adjournment of such meeting.
Presumption of Assent
- A director who is present in person or as otherwise permitted in these Bylaws at a meeting of the Board, or any committee thereof, shall be presumed to have concurred in any action taken at the meeting or unless his or her dissent thereto shall be entered in the minutes of the meeting or unless he or she shall submit his or her written dissent to the person acting as Chair or Secretary of the meeting before adjournment thereof, or shall deliver or send such dissent by registered or certified mail or by electronic or facsimile transmission means within twenty-four (24) hours after adjournment of the meeting. Such rights to dissent shall not apply to a director who voted in favor of such action. A director who is absent from a meeting of the Board or any committee thereof at which such action is taken shall be presumed to have concurred in the action unless he or she shall deliver or send by registered or certified mail or by electronic or facsimile transmission his or her dissent thereto to the person acting as Chair of the meeting or to the Secretary of the Foundation within twenty-four (24) hours after receiving written confirmation of such action.
Article 4 No Members
- The Foundation shall have no members. The Board may take any action which is permitted or required to be taken by members of a corporation nonprofit under Tennessee law by the affirmative vote of a majority of the entire Board, unless a greater vote is required by these Bylaws or the laws of the State of Tennessee, without the necessity of any prior action by the Board which would have otherwise been required by law for such action if there were members entitled to vote on such action.
Section 4.1 Powers and Authority of Committees of the Board
- Except as limited by applicable state law, Board committees may be given all the authority of the Board, except for the powers to:
- Elect Directors or remove Directors without cause;
- Fill vacancies on the Board or on any Board committee;
- Amend or appeal these Bylaws or adopt new Bylaws;
- Adopt amendments to the Certificate of Incorporation of the Foundation;
- Create any other Board committees or appoint members to any Board committee;
- Approve any merger, reorganization, voluntary dissolution, or disposition of substantially all of the assets of the Foundation.
Article 5 Officers
- There shall be a President, a Secretary and such other officers as may be elected by the Board. One individual may be elected to more than one office, except the offices of President and Secretary may not be held simultaneously by the same individual.
- Officers serve without compensation but may be reimbursed for reasonable expenses associated with carrying out their duties as Officers in accordance with such policies as may be established by the Board from time to time.
President of the Foundation
- The President of the Foundation shall be elected by the Board and shall preside at all meetings of the Board, except as the Board shall otherwise determine and shall have such other powers and duties as may be determined by the Board. The President shall not also serve as the Secretary, or as the Treasurer, if any. The President shall serve for a renewable term of two years. Election of the President shall require the approval of a majority of the entire Board.
- The Secretary shall be elected by the Board and shall cause the records of the proceedings and actions of the Board to be maintained and provide for and ensure the custody and safekeeping thereof and of all other corporate records, of all proceedings of the Board containing original or certified copies of the Charter, various agreements and Bylaws, names and addresses of all Directors and other instruments of value to the Foundation, and shall perform such duties as are customary and incident to the office of the secretary of a corporation. The Secretary shall serve for a renewable term of two years. Election of the Secretary shall require the approval of a majority of the entire Board.
- The President or any officer may be removed from such capacity with or without cause by a vote of a majority of the Board present and voting at any meeting at which a quorum is present.
- An Officer may resign by delivering a written resignation to the President of the Foundation, to the Secretary or to a meeting of the Board. Unless specified to be effective at a later date, such resignation shall be effective upon receipt of written notice of resignation, and acceptance of resignation shall not be necessary to make the resignation effective unless written notice specifically requires acceptance.
Article 6 General Provisions
- The principal office of the Foundation shall be the office of the College or such location as may be determined by the Board.
- The fiscal year of the Foundation shall end on June 30 of each year, unless the Board determines otherwise
Execution of Papers
- Except as the Board may authorize execution in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted, or endorsed by the Foundation shall be signed by the President or the Secretary.
- In all matters not specified in these Bylaws, or in the event these Bylaws shall not comply with applicable law, the laws of the State of Tennessee as then in effect shall apply.
- The policy of the Foundation prohibits discrimination on the basis of age, sex, religion, race, color, creed, sexual orientation, physical or mental disability, national or ethnic origin, or marital or parental status in the recruitment and employment of employees, in the awarding and acceptance of grants and funds, and in the operation of all programs and services.
Indemnification of Officers and Directors
- To the extent permitted by the laws of the State of Tennessee, the Foundation shall indemnify any person for expenses (including attorney fees), judgments, fines and amounts paid in settlement actually or reasonably incurred as the result of service as a Director or Officer of the Foundation. Indemnification is available only if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Foundation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Subject to the foregoing and to the provisions of 6.6.3 hereof, the Foundation may indemnify any such person in such circumstances to the fullest extent permitted by law. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person (a) did not act in good faith and in a manner which he or she reasonably believed to be in the best interests of the Foundation and/or, (b) with respect to any criminal action or proceeding, had reasonable cause to believe his or her conduct was unlawful
- Despite anything in this Section 6.6. to the contrary, the Foundation shall not indemnify any Director or Officer in connection with a proceeding brought on behalf of or by the Foundation; or in connection with any proceeding charging in which the Director or Officer is found to have received improper personal benefit, whether or not involving action in his or her official capacity.
- To the extent that a Director or Officer of the Foundation has been wholly successful on the merits in defense of any action, suit, or proceeding referred to in this Section 6.6, he or she shall be indemnified against expenses (including attorney fees) actually and reasonably incurred by him or her in connection therewith to the fullest extent permitted by law.
- Expenses (including attorney fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Foundation in advance of the final disposition of such action, suit, or proceeding as authorized in this Section 6.6 if:
- The Director or Officer furnishes to the Foundation a written affirmation of his or her good faith belief that he or she has met the standard of conduct required herein;
- The Director or Officer furnishes to the Foundation a written commitment, to repay the advance if it is
- ultimately determined that he or she did not meet the standard of conduct required herein; and
- A determination is made that the facts then known to those making the determination would not preclude indemnification.
- A written commitment required by this Section 6.6 is an unlimited general obligation of the Director or Officer, but need not be secured, and may be accepted without reference to financial ability to pay.
Article 7 Management Provisions
Designation of Depository
- The monies of the Foundation shall be deposited in the name of the Foundation in such bank or banks or trust company or trust companies as the Board shall designate and shall be drawn out only by checks signed by such Officer or Officers as designated in Section 6.3.
Nature of Investments.
- The Board shall hold, use, manage, administer, and, at its discretion, dispose of the properties of the Foundation; and collect all income, revenues, and profits arising there from. Funds of the Foundation shall be invested pursuant to the policies of the Board. In making any investments, the Board shall not be limited to such investments as may be legal investments for fiduciaries under any present or future statute, decision, or rule of law. The Board shall have absolute discretion in the determination of properties that constitute suitable investment for any assets of the Foundation. Any officer or Executive Advisor to whom the Board may designate asset management shall have all the same powers as the Board.
Foundations Need Not Accept Any Gift Property.
- The Board, in its absolute discretion, may refuse to accept any gift of property when it believes such acceptance will not be in the best interests of the Foundation or consistent with the purposes of the Foundation.
- The Board shall at least annually cause to be prepared a written report of the Foundation's financial condition, activities, and distributions In addition thereto, the Board shall make available to the public such reports as are or may be prescribed by the Internal Revenue Code and in the manner and time required thereby.
Article 8 Prohibited Transactions; Conflict of Interest
The Board shall adopt an inclusive Conflict of Interest Policy in accordance with all applicable state and federal law and guidelines applicable to nonprofit tax exempt organizations.
Article 9 Grants Administration
Section 9.1. Purpose of Grants
- The Foundation shall have the power to make grants and contributions and to render other financial assistance for the purposes expressed in the Foundation's Certificate of Incorporation and Bylaws.
Grant Power Vested in the Board
- The Board shall have control over grants, contributions, and other financial assistance given by the Foundation. The Board shall establish a procedure and set of criteria for soliciting, review, and making decisions on applications for the use of grant funds. The Board may establish and authorize a process for determination of grants up to a specified amount by staff or a Board committee.
- The Board, in its absolute discretion, shall have the right to refuse to make any grants or contributions, or to render other financial assistance, for any or all of the purposes for which the funds are requested. In addition, the Board, in its absolute discretion, shall have the right to withdraw its approval of any grant at any time and use the funds for other purposes within the scope of the purposes expressed in the Foundation's Charter and Bylaws.
- The Board shall require a periodic accounting to show that the funds granted by the Foundation were expended for the purposes that were approved by the Board.
- The Board shall adopt a gift acceptance policy detailing the types of gifts the Foundation may accept and what, if any, restrictions a donor can place on utilization by the Foundation of a gift. The Foundation shall retain complete control and discretion over the use of all contributions it receives.
- No less often than annually, the Board shall prepare and review a report which sets forth a list of grants made by the Foundation, Foundation activities during the period, and assess the impact of Foundation activities in terms of the purposes of the Foundation.
Article 10 Amendments and Dissolution
- Amend the Certificate of Incorporation or Bylaws of the Foundation in order to maintain deductibility of gifts to the Foundation for federal income, gift, and estate tax purposes for donors and their estates and in order to maintain the federal income tax exemption of the Foundation as an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its classification as a public charity; to conform to and with any provision or provisions of the applicable state laws and the laws of the United States; and in such other respects, consistent with the objectives and purposes of the Foundation, as the Board may from time to time find necessary;
- Direct transfer of all Foundation funds to a new corporation organized for exclusively charitable purposes and with provisions consistent with these Bylaws; and
- Dissolve this Foundation.
- The dissolution of the Foundation (whether by the transfer of substantially all of the assets or funds of the Foundation or otherwise) shall be accomplished in a manner that is consistent with the intent that the assets or funds be held and used for the purposes of a public charity, and said termination shall not be effected so as to cause any tax to be imposed under Section 507(a) of the Internal Revenue Code. Subject to the foregoing sentence, in the event of a dissolution of the Foundation for any reason, the properly then held shall, (after payment or provision for payment of all liabilities), be disposed of exclusively for charitable purposes, or to such qualified charitable organization or organizations as (1) the Board shall select, and (2) with respect to any property not so disposed of, as the court which has jurisdiction of the Foundation shall select.
Approved: Executive Staff, 7/27/2009
Approved: President's Cabinet, 07/27/2009
Approved: President, 07/27/2009
Reviewed and Revised by Department, May 4, 2009