UNIVERSITY OF CHATTANOOGA FOUNDATION, INC.
ARTICLE I PURPOSE
The University of Chattanooga Foundation, Inc. (the "Foundation") is formed exclusively for charitable, scientific, literary, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code").
Specifically, the Foundation is formed for the exclusive purpose of benefitting the educational, research, public service, and development missions of The University of Tennessee at Chattanooga (the "University"). Assets and earnings of the Foundation shall be used exclusively for this stated purpose consistent with the terms of the Foundation's Charter. It is intended that the Foundation will qualify at all times as an organization exempt from federal income tax under Section 501(a) and 501(c)(3) of the Code or the corresponding provisions of any future United States Internal Revenue Code, and that it will qualify at all times as an organization to which deductible contributions may be made pursuant to Sections 170, 642, 2055, and 2522 of the Code, and that it will qualify as other than a private foundation described in Section 509 of the Code.
To the extent required by Section 501(c)(3) of the Code: (i) no part of the net earnings of the Foundation may inure to the benefit of any individual except as reasonable compensation for services actually rendered by such individual or as payments and distributions in furtherance of the purposes set forth herein ; (ii) no substantial part of the activities of the Foundation shall be carrying on propaganda or otherwise attempting to influence legislation (except as permitted by Section 501(h) of the Code); and (iii) the Foundation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office. Notwithstanding any other provision of the By Laws, the Foundation shall not carry on endeavors or activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.
ARTICLE II OFFICES
The Foundation shall have and continuously maintain in the State of Tennessee a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the State of Tennessee as the Board of Trustees may from time to time determine.
ARTICLE III MEMBERS
The Foundation shall have no members.
BOARD OF TRUSTEES
Section 1. Powers and Duties. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Foundation managed under the direction of, the Board of Trustees (the "Board"). In addition to all other powers and authority, the Board shall have full power, except as prohibited by the terms of any instrument of gift, devise, bequest, or other transfer, in its sole discretion, to change the form of any investment and, for that or other purposes of the Foundation, to dispose of any property held by the Foundation.
Section 2. Composition and Number. The Board shall consist of the following Trustees:
(a) Elected Trustees. The Board shall consist of no fewer than seven (7) and no more than fortytwo (42) elected, voting Trustees ("Elected Trustees"), the exact number to be determined from time to time by the Trustees.
(b) Ex Officio Non-Voting Trustees. The President of the University of Tennessee, the Chancellor of the University of Tennessee at Chattanooga and the Chairman of the Chancellor's Roundtable at The University of Tennessee at Chattanooga shall be ex officio, nonvoting members of the Board.
(c) University of Tennessee Trustees. If at any time members of the University of Tennessee Board of Trustees then currently reside in the greater Chattanooga area, such trustee shall be invited to join as a full member with voting privileges.
(d) Alumni Trustees. The General Alumni Association of the University of Tennessee at Chattanooga may be represented by three (3) Alumni Association Trustees. These Trustees shall have full rights and privileges and terms of three (3) years, one Trustee being elected at each annual meeting. Ideally, these Trustees should be the chair, chairelect and immediate past chair of the Alumni Association. Should any such Trustee cease to be a member of the Alumni Association, his or her term as a Trustee will cease as well.
(e) Life Trustees. The Board may elect from its membership Life Trustees. Such Trustees shall enjoy all the privileges of regular members but may not vote. Trustees with ten or more years of service or who have reached the age of seventy (70) are eligible for this classification.
Section 3. Election, Terms and Succession.
(a) Elected Trustees shall be elected by the Board at the annual meeting. The term of each Elected Trustee shall begin as of July 1 and shall be four (4) years unless a shorter term is fixed at the time of his or her election.
(b) The terms of the President of the University of Tennessee, the Chancellor of the University of Tennessee at Chattanooga and the Chairman of the Chancellor's Roundtable at The University of Tennessee at Chattanooga as exofficio Trustees and the terms of the University of Tennessee Trustees shall be coextensive with occupancy of their offices. The terms of Alumni Trustees shall be as stated in Paragraph 2(d).
Section 4. Eligibility for Reappointment or Continuation. Following one term on the Board, Elected Trustees shall be eligible for re election to a second successive term. After serving eight (8) consecutive years, an Elected Trustee shall be eligible for re election to the Board only after one (1) year has passed from the expiration of his or her last term and then may serve for an additional two (2) consecutive full terms. Any Elected Trustee who is serving as an officer (as hereinafter defined and which shall include the Immediate PastChair) at the expiration of his or her current term having served eight or more consecutive years shall continue to serve as a Trustee until the expiration of his or her term as an officer. The foregoing notwithstanding, in recognition of exemplary service and pursuant to guidelines established by the Board, the Nominating Committee may nominate and the Board may reelect a Trustee, who has served as a Trustee continuously for eight (8) or more years, to a continuing term without the Trustee having to exit the Board for a year.
Each trustee shall be expected to make an annual monetary contribution for the support and ongoing operation of the Foundation or any academic college or program of the campus.
Section 5. Vacancies. A vacancy among the Elected Trustees, whether created by resignation, removal, an increase in the authorized number of Trustees, or otherwise, may be filled by the affirmative vote of a majority of Elected Trustees present at any meeting of the Board at which a quorum is present.
Section 6. Resignation and Removal. Any Elected Trustee may resign by filing a written resignation with the Board or with the Secretary of the Foundation, and such person shall thereupon cease to be a Trustee effective as of the time stated therein, and acceptance shall not be necessary to make it effective. Any Elected Trustee may be removed from office without cause by the affirmative vote of twothirds (2/3) of the voting Trustees then in office. Upon majority vote of the voting Trustees then in office, the Board shall remove and declare vacant the office of any Elected Trustee who fails to attend, without good cause, three (3) or more consecutive regular or special meetings of the Board; provided that, before the vacancy may be so declared, the absentee Trustee must have been given at least thirty (30) days advance notice that his or her failure to attend the next meeting without good cause will result in such removal and declaration of vacancy. At any meeting of the Board, a majority of the voting members of the Board, for good cause, may remove and declare vacant the office of any Elected Trustee, provided that such Trustee shall have been given at least seven (7) days prior written notice of the meeting that such removal action is contemplated. Good cause shall be defined as violation of the Standard of Conduct established by Section 15 hereof. Action to remove a Trustee for good cause may not be taken upon written consent. The President of the University of Tennessee, the Chancellor of the University of Tennessee at Chattanooga and the Chairman of the Chancellor's Roundtable at The University of Tennessee at Chattanooga may not be removed by the Board unless they have been removed from their respective offices.
Section 7. Meetings. An annual meeting of the Board shall be held each year, on such date as is determined by the Board. In the absence of such a determination, the annual meeting shall be held not later than the last Friday in June. No fewer than one (1) additional regular meeting of the Board shall be held each fiscal year on such date as is determined by the Board. Special meetings of the Board may be held at any time or place upon three (3) days written notice to all Trustees, upon call of the Chair or any five (5) Elected Trustees. Meetings of the Board shall be held at such places within or outside of Hamilton County, Tennessee, as are determined by the Board; however, in the absence of such a determination for a particular meeting, such meeting shall be held within Hamilton County, Tennessee. To the extent possible, an agenda and the minutes of the previous Board meeting will be provided in advance of all regular Board meetings.
Section 8. Notice. The Secretary shall give written notice to all Trustees of all meetings, and in the case of special meetings shall state the object of the meeting; however, the failure to give notice of a regular meeting shall not invalidate actions taken at such meeting.
Any Trustee may waive notice of any meeting. Any written notice provided for or required to be given by these ByLaws, the Charter, or by law, may be given via facsimile or other electronic methods.
Section 9. Telephone/Electronic Meetings. Meetings or special meetings of the Board may be held by telephone or similar communications equipment if all Trustees are given either (a) written notice at least 3 business days in advance of such meeting or (b) telephone notice at least twentyfour (24) hours in advance of such meetings, and if all Trustees participating can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
Section 10. Quorum and Action of the Trustees. At all regular and special meetings of the Board, a majority of the voting Trustees shall constitute a quorum and, unless otherwise required by these ByLaws, the Charter, or by law, all matters shall be determined by a majority vote of the voting Trustees present at any meeting at which a quorum is present.
Section 11. Action by Consent. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all members of the Board consent to taking action without a meeting and a majority of the voting Trustees members, or such other percentage required by these ByLaws or the Charter to take the specific actions, approve the action or actions in writing. Such action must be evidenced by one or more written consents describing the action taken, signed by no fewer than the required number of voting Trustees, and delivered to the Chair, or his or her designee, for inclusion in the minutes or for filing with the corporate records reflecting the action taken. Action taken pursuant to this Section shall be effective when the last required signature is obtained, unless the consent specifies a different effective date. A consent signed pursuant to this Section shall have the effect of a meeting and may be described as such in any document.
Section 12. Compensation. No Trustee shall be paid any salary or any other remuneration for his or her services as Trustee, but he or she may be reimbursed for any expense to which he or she has been put while about the business of the Foundation, other than for travel expenses to or from meetings of the Board or Committees. Such expenses shall be approved by the Chair and President of the Foundation, except when such expense is incurred outside of the ordinary course of business of the Foundation, in which case the expenses shall be approved by resolution of the Board.
Section 13. Annual Reports. At the annual meeting, the campus Chancellor shall provide an annual report for the previous year highlighting philanthropic impact and campus achievements.
Section 14. Trustees Emeritus. In addition to the Elected Trustees provided for hereinabove, the Board may from time to time designate and appoint any number of Trustees Emeritus who shall have no vote on the Board and whose presence at the meetings of the Board shall not be counted to a quorum. The Board shall establish the criteria for appointment as a Trustee Emeritus.
Section 15. Standard of Conduct for Trustees and Officers. Each Trustee and officer shall discharge his or her duties as such, including his or her duties as a Committee member, in a manner he or she believes in good faith to be in the best interests of the Foundation and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. Without limiting the generality of the foregoing, a Trustee shall not violate the Standard of Conduct established in Part 3 of Chapter 58, Title 48 of Tennessee Code Annotated, or any successor section thereto.
Section 16. Robert's Rules of Order. The rules contained in Robert's Rules of Order, as from time to time revised, shall govern the conduct of meetings of the Board and Committees in all cases to which they are applicable and in which they are not inconsistent with these By Laws, the Charter and any special rules of order the Foundation may from time to time adopt. Failure to follow Robert's Rules of Order, however, shall not invalidate any action approved by the requisite vote.
ARTICLE V OFFICERS
Section 1. Composition. The officers of the Foundation, who must be voting Trustees, shall be a Chair and President, a Vice Chair, a Treasurer and a Secretary. The Board also may elect one or more other officers, including Vice Presidents and Assistant Secretaries, who also shall be voting Trustees. Upon conclusion of his or her term as Chair, such Trustee may be elected to serve as Immediate PastChair. The Immediate PastChair shall have comparable powers and responsibilities to those of a Vice President. Unless an officer dies, resigns, or is removed, he or she shall be elected at the annual meeting of the Board but shall take office at the commencement of the fiscal year and shall serve until the end of such fiscal year or until his or her successor is elected or appointed. If the annual meeting is not held until after the commencement of the fiscal year, the terms of all officers elected at such meeting shall commence immediately.
Section 2. Election, Duties, and Powers. The officers of the Foundation shall be elected in the manner described below and shall have the responsibilities and duties described below.
Section 2.1 Chair and President. The Board shall elect the Chair and President (the "Chair") from among the Elected Trustees. The Chair shall preside at all meetings of the Board and of the Executive Committee, shall appoint Committee members, and shall maintain close liaison with the Chancellor of the University of Tennessee at Chattanooga to assure coordination with and support of the University's goals. The Chair shall be an ex officio member of all committees except the Audit Committee. The Chair shall see that all orders and resolutions of the Board are carried into effect and shall perform such other duties and exercise such other powers and authority as may be required of him or her by these By Laws or assigned to him or her from time to time by the Board.
Section 2.2 Vice-Chair. The Board shall elect the Vice Chair from among the Elected Trustees. The Vice Chair shall discharge the duties of the Chair in the absence or inability of the Chair and shall assist the Chair in the responsibilities and duties of that office. The Vice Chair shall be a member of the Executive Committee and of such committees, except the Audit Committee, as the Chair shall determine. The Board, at the annual meeting may designate the Vice Chair to be Chair Elect, in which case, subject to final election by the Board, he or she shall become Chair after the expiration of the term of the current Chair. He or she shall perform such other duties and exercise such other powers and authority as may be required of him or her by these ByLaws or assigned to him or her from time to time by the Board or directed by the Chair.
Section 2.3 Vice Presidents. The Board may elect one or more Vice Presidents and delegate to each such individual such powers and duties as the Board shall specify. Each Vice President shall perform such other duties and exercise such other powers and authority as may be required of him or her by these ByLaws or assigned to him or her from time to time by the Board or directed by the Chair or Vice Chair of the Foundation.
Section 2.4 Treasurer. The Board shall elect the Treasurer. The Treasurer shall have general supervision over the finances of the Foundation and the conduct of an annual audit of the Foundation and its subsidiaries, which audit shall take place at such time as determined by the Board. The Treasurer shall keep or cause to be kept in books belonging to the Foundation, accurate records showing all transactions of the Foundation, its assets, liabilities, financial condition, expenses and income, and shall see that all expenditures are duly authorized and evidenced by proper receipts and vouchers. The Treasurer shall cause to be prepared a full report of the financial condition of the Foundation, including a statement of income and expenses for annual and other meetings of the Board, and shall make such other reports and statements as may be required of him or her by the Board or legal authority. The Treasurer shall preside over the Finance Committee and shall serve on the Endowment Committee. The Treasurer shall perform such other duties and exercise such other powers and authority as may be required of him or her by these ByLaws or assigned to him or her from time to time by the Board or directed by the Chair or Vice Chair.
Section 2.5 Secretary. The Board shall elect the Secretary. The Secretary shall give notice of all meetings of the Board and of the Executive Committee as required by these ByLaws or as otherwise required by law, keep minutes of such meetings permanently in books provided especially for such purpose, and ensure that they are approved at subsequent meetings; shall notify all officers of their election; and shall have custody of the corporate seal and corporate records. He or she shall perform such other duties and exercise such other powers and authority as may be required of him or her by these ByLaws or assigned to him or her from time to time by the Board or directed by the Chair or the Vice Chair of the Foundation.
Section 2.6 Assistant Secretaries. The Board may appoint one or more Assistant Secretaries, to whom the Secretary or Board may delegate such powers and duties as the Secretary or Board shall specify. The Assistant Secretary shall discharge the duties of the Secretary in the absence or inability of the Secretary. If there is more than one (1) Assistant Secretary, then the Assistant Secretaries shall act in the order directed by the Chair of the Foundation. The Assistant Secretary shall not be considered an elected officer of the Foundation.
Section 2.7 Executive Director. The Foundation shall have an Executive Director who shall be an employee of the University of Tennessee or of the University of Chattanooga Foundation, Inc. and who shall be assigned to the Foundation. The Executive Director shall have those duties and responsibilities as are generally described in the Affiliation and Services Agreement (the "Affiliation Agreement") entered into as of the 28th day of June, 2017, or as may be amended from time to time by and among the Foundation, The University of Tennessee on behalf of The University of Tennessee at Chattanooga and The University of Tennessee Foundation, Inc. The Executive Director shall supervise the development and alumni relation staffs and shall direct all fundraising and alumni affairs functions of the Foundation.
Subject to the terms of the Affiliation Agreement, the Executive Director shall report to the Board and shall serve on such committees and in such capacities as the Board shall determine.
Section 3. Resignation and Removal. An officer may resign at any time by delivering notice to the Foundation. Such resignation is effective when such notice is delivered unless such notice specifies a later effective date. An officer may be removed at any time at any legally held special meeting of the Board.
Section 4. Vacancies. Vacancies caused by resignation, removal, death, or any other cause of an officer, other than the Immediate PastChair, may be filled for the unexpired portion of the term by a majority vote of the Board at any regular or special meeting.
Section 5. Compensation. Except as provided below, no officer other than the Executive Director shall be paid any salary or any other remuneration for his or her services as an officer, but he or she may be reimbursed for any expense to which he or she has been put while about the business of the Foundation. Such expense shall be approved by the Chair, except when such expense is incurred by the Chair or outside of the ordinary course of business of the Foundation, in which case the expenses shall be approved by resolution of the Board.
This prohibition against compensating an officer shall not apply to any reimbursement to the University for the services of University employees who may be specifically assigned to support the Foundation.
COMMITTEES OF THE BOARD
Section 1. Standing Committees. The Board shall have the following Standing Committees: An Executive Committee, an Endowment Committee, a Finance Committee, a Grants Committee, a Real Estate Committee, and an Audit Committee. Nominations to membership on all Standing Committees and the nomination of the Chairs of all Standing Committees, other than the Executive Committee, shall be the responsibility of the Board Chair in consultation with the Executive Director. The slate of Trustees, officers and Standing Committee members shall be sent to the Board ten (10) days in advance of the annual meeting. The Board may accept further nominations from the floor. Any member of the Board may attend any meeting of a committee of the Board; provided, only members of a committee may vote on matters brought before that committee, and no non committee member may address the committee without approval of the committee.
Section 2. Executive Committee. The officers of the Foundation, and the chairs of all Standing Committees shall serve as voting members of the Executive Committee. T h e Chancellor shall serve as a nonvoting, exofficio member of the Executive Committee. The Chair of the Foundation shall be the chair of the Executive Committee.
Between meetings of the Board, the Executive Committee may exercise all the powers of the Board, except that it shall not have the authority to (i) authorize distributions;
(ii) elect, appoint, or remove Trustees, the Chair or the Vice Chair or fill vacancies on the Board or on any of its committees; (iii) to adopt or amend the annual budget; (iv) to adopt, amend or repeal the ByLaws or the Charter; (v) to approve or recommend the dissolution, merger or the sale, pledge or transfer of all or substantially all of the Foundation's assets. The power of the Executive Committee to act between meetings of the Board shall be limited to making commitments on behalf of the Foundation which do not exceed five million dollars ($5,000,000.00).
The Executive Committee shall advise the Board on matters within its special competence and undertake special projects in furtherance of the purposes of the Foundation. The Executive Committee shall oversee all contractual obligations of the Foundation, including legal, accounting and management services, and shall contract for such support staff and services as are utilized by the Foundation. The Executive Committee shall work with the University to review projects and to develop goals and objectives to meet the specific financial needs of the University requiring Foundation support.
The Executive Committee shall oversee all fundraising and development activities of the Foundation, in accordance with the terms of the Affiliation Agreement. All restricted gifts and any and all agreements relating to any gifts shall be approved by the Executive Committee or by such officers as are delegated that responsibility prior to acceptance of such gifts. All endowed scholarships, endowed chairs or specially endowed faculty stipends also shall be approved by the Chancellor of the University prior to establishment. Any request that the Foundation accept funds as custodian or as other than the recipient of a gift of those funds must be approved by the Executive Committee.
The Executive Committee shall oversee operations and constitute the board of all subsidiaries of the Foundation.
The Executive Committee shall report to the Board at the next regularly scheduled meeting all decisions made by it since its last report to the Board. The Board may overturn the ongoing or prospective application of any decision made by the Executive Committee.
Section 3. Endowment Committee. The Endowment Committee shall be in charge of and responsible for the endowment funds with full power to act in matters relating to the management, safety and security of said endowment, including but not limited to the investment and reinvestment of funds, decisions regarding diversification and the employment of consultants or investment advisors. The Endowment Committee may pool funds to maximize investment returns but shall account separately for all funds the use and application of which are restricted. The Endowment Committee shall select custodians of the endowment funds of the Foundation. The Endowment Committee may delegate investment decisions to investment managers only with the prior consent of the Board. The Endowment Committee shall meet at least quarterly and shall present reports to the Board at its regular meetings. The Executive Committee may delegate to the Endowment Committee responsibility for funds that are held by the Foundation but which are not part of the endowment.
Section 4. Finance Committee. The Finance Committee shall be chaired by the Treasurer and shall consist of four (4) other Trustees or such other number as may be fixed from time to time by the Executive Committee to be effective as of the commencement of the fiscal year. The Finance Committee shall work with the Executive Director to prepare an annual budget for approval by the Board. The Finance Committee shall meet regularly and in any event prior to each meeting of the Board to review the financial performance of the Foundation and to prepare a report to the Board of such performance.
Section 5. Grants Committee. The Grants Committee shall have the initial and primary responsibility to examine, analyze, and review the grant and budget allocation requests received from the University administration from time to time and to undertake such independent investigation and examination as the Committee may determine to be advisable to ensure that they are made in a manner consistent with the objectives and obligations of the Foundation. After such analysis, the Committee shall recommend to the Executive Committee the expenditure of Foundation funds. The Grants Committee shall insure that all funds the use and application of which are restricted are used for the specified purposes specified in the applicable restrictions.
Should there be any disagreement between the University and the Grants Committee as to the use of restricted funds, the basis for the disagreement shall be presented to the Board, and Board shall make the final determination.
Section 6. Real Estate Committee. The Real Estate Committee shall have primary responsibility to review, analyze or manage any real property and related properties, including contracts, personnel and financial review and oversight of operations. These real properties include, but are not limited to those titled in the name of the foundation as well as those titled in the name of the Campus Development Foundation, Inc. (CDFI) or any CDFI affiliated entity or property. The committee shall meet at least quarterly in addition to any specially called meetings. The Real Estate Committee shall review and approve any budget or financial report prepared for the Board as part of the Board’s overall financial reporting responsibilities.
Section 7. Nominating Committee. The Nominating Committee shall be composed of seven (7) Elected Trustees (not Life Trustees, Alumni Trustees or ex officio Trustees) nominated by the Chair and confirmed by the Board at or before the Board's last meeting that precedes the next annual meeting. The Chair shall present to the Board a slate of Nominating Committee members at least ten (10) days prior to such Board meeting. At least three (3) members of the Nominating Committee shall not have served on the Nominating Committee during the prior year. The Nominating Committee shall screen, select and place in nomination at the annual meeting a slate of new Trustees and officers. The Nominating Committee shall establish criteria for selection and qualification as a member of the Board and goals for the composition of the Board, addressing such issues as ethnic, gender and age diversity, occupational credentials, expertise and reputation, and personal giving potential, which criteria and goals shall be approved by the Board. The Nominating Committee shall screen all nominees for membership on the Board for compliance with such criteria. The Nominating Committee shall provide for, develop and manage an orientation program for new Trustees and an educational program for new and existing Trustees.
Section 8. Audit Committee. The Audit Committee shall be comprised of not less than five (5) members of the Board. The Audit Committee shall be responsible for commissioning the annual audit of the finances of the Foundation, for the supervision of the auditor and for responding to all questions and issues raised by the auditor. The Audit Committee will recommend to the Board conflicts of interest and other policies for the operation of the Foundation.
Section 9. Other Committees. The Board, Executive Committee or Chair may establish such other committees if either deems necessary for the operation of the Foundation. Subject to confirmation by the Executive Committee and the Board and, except as otherwise provided for by these ByLaws, the Chair shall appoint all such committees and their chairs. Except as otherwise provided for hereinafter, each committee shall be composed of no fewer than three (3) elected Trustees and such other members as may be determined by the Chair. Each committee shall perform such duties and exercise such powers and authority as may be required of it by these ByLaws or assigned to it from time to time by the Board or by the Chair. The Board or Chair may determine whether nonTrustee members may vote on any such committees.
Section 10. Meetings by Conference Telephone or Similar Electronic Means.
Any committee member may participate in a meeting of such committee by means of conference telephone or similar electronic means, provided that all persons participating in the meetings can hear and understand each other. Participation in a meeting pursuant to this Section shall constitute presence in person at the meeting.
Section 11. Ad Hoc Committees. Ad hoc committees may be appointed from time to time by the Chair and may be dissolved by the Chair or by the Board.
Section 12. Committee Members. With the exception of the six (6) Standing Committees, committee members need not be Trustees; provided, all actions which are not taken by a majority of Board members on such committee will be considered advisory.
Section 13. Quorum. At all meetings of Committees, a majority of the serving members of the Committee shall constitute a quorum, and, unless otherwise required by these ByLaws, the Charter, or by law, all matters shall be determined by the majority vote of the members present at the Committee meeting at which a quorum is present.
INDEMNIFICATION OF TRUSTEES AND OFFICERS
Section 1. Actions Against Trustees and Officers. The Foundation shall indemnify, to the fullest extent permitted by the Tennessee Nonprofit Corporation Act, any individual made a party to a proceeding (as defined for purposes of such Act) because such individual is or was a Trustee or officer, against liability (as defined for purposes of such Act) incurred in the proceeding, if such individual acted in a manner such individual believed in good faith to be in, or not opposed to, the best interests of the Foundation and, in the case of any criminal proceeding, such individual had no reasonable cause to believe his or her conduct was unlawful.
Section 2. Advancement of Expenses of Trustees and Officers. The Foundation shall, in advance of final disposition, pay for or reimburse the reasonable expenses incurred by a Trustee or officer who is a party to a proceeding if:
(a) The Trustee or officer furnishes the Foundation a written affirmation of such Trustee's or officer's good faith belief that he or she has met the standard of conduct set forth in Section 1 above; and
(b) The Trustee or officer furnishes the Foundation a written undertaking, executed personally or on his or her behalf to repay any advances if it is ultimately determined that he or she is not entitled to indemnification. Such written undertaking must be an unlimited general obligation of the Trustee or officer but need not be secured and may be accepted without reference to financial ability to make repayment.
Section 3. Trustee and Officer Defined. For purposes of this Article, references to Trustee or officer shall include an individual who, while serving as a Trustee, officer, employee, or agent of the foundation, or is or was serving at the request of the Foundation as a Trustee, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise and, unless the context requires otherwise, such references shall include the estate or personal representative of the Trustee or officer.
CONFLICTS OF INTEREST
The Board shall adopt policies to avoid real or potential conflicts of interest; to protect the interest of the Foundation in transactions or arrangements which might personally benefit any Board member, the Executive Director, any officer, or any employee; and to protect the confidentiality of Foundation activities and deliberations. The Board shall ensure that its members, the officers, and employees of the Foundation abide by such policies.
Each Trustee annually shall provide a signed Conflict of Interest statement or form as approved or provided by the Foundation. Any Trustee who has not provided and signed such Conflict of Interest statement shall not participate or vote at Foundation or Committee meetings until such time as the annual statement is completed and signed.
Any issues or questions as to whether any particular matter requires disclosure or presents an actual or potential conflict of interest shall be determined by the Chair and the Executive Director in consultation with legal counsel if deemed necessary by either the Chair or Executive Director. Any such issue involving the Chair or Executive Director or other Officer shall be reviewed and determined by the Executive Committee.
ADDITIONAL CORPORATE POWERS
Section 1. Power to Acquire and Hold Property. The Foundation shall have the power to accept, acquire, receive, take, and hold, by bequest, devise, grant, gift, purchase, exchange, lease, transfer, judicial order or decree, or otherwise, for any of its objects and purposes, any property, real, personal, and mixed, of whatever kind, nature or description, and wherever situated; to retain all contributions in the original form in which received; to buy, sell, exchange, convey, mortgage, lease, transfer, or otherwise dispose of or deal in, at either public or private sale, all forms of property, real, personal, and mixed, in order to carry out the objects and purposes of the Foundation; to borrow money and secure the payment thereof by mortgage, pledge, deed, indenture, or other instrument, or by other lien upon, assignment of or agreement in regard to all or any part of the property, rights or privileges of the Foundation, wherever situated, whether now owned or hereafter to be acquired; to invest and reinvest funds belonging to the Foundation at any time and from time to time in such securities and property, real, personal, and mixed, as the Trustees of the Foundation in their sole discretion see fit, regardless of whether such investments be legal investments for trust funds under the State of Tennessee or any other State; and in general to exercise such other powers which now or hereafter may be conferred by law upon a notforprofit Foundation organized for the purposes hereinabove set forth, or necessary or incidental to the powers so conferred, or conducive to the attainment of the purposes of the Foundation, subject to such limitations as are or may be prescribed by law. All of the foregoing powers shall be exercisable without order of court or any other authority.
FISCAL YEAR, SEAL, SIGNATORIES, AND DEPOSITORIES
Section 1. Fiscal Year. The fiscal year of the Foundation shall begin on July 1 and end June 30.
Section 2. Seal. Should the Foundation have a seal, it shall have inscribed thereon the name of the Foundation, the year of its incorporation, and the words "Corporate Seal, Tennessee." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
Section 3. Contracts, Deeds and Other Instruments. All contracts, deeds, and other instruments, including debt, borrowing or other credit instruments with financial institutions, shall be signed on behalf of the Foundation by the Chair of the Foundation together with any other officer.
Section 4. Checks, Drafts and Deposits. The Board shall designate depositories for the safekeeping of monies belonging to the Foundation and shall designate those given authority, to sign checks, drafts and like instruments in the name and on behalf of the Foundation. To the extent practical, the depository for the general operating and payroll accounts of the Foundation shall be maintained with banks in Chattanooga.
AMENDMENT OF CHARTER AND BY-LAWS
The Charter and these ByLaws may be amended, repealed or restated by the affirmative vote of twothirds (2/3) of the voting Trustees. The foregoing and anything in these Bylaws notwithstanding, the Executive Committee may amend these Bylaws for the sole and limited purpose of complying with requirements of the Internal Revenue Service for the continuation of the Foundation's taxexempt status.
I hereby certify that these By-Laws for the Foundation were duly adopted by the Elected Trustees and that this is a true and correct copy, and that the same are currently in full force and effect without amendment.
Voted and Approved: October 3, 2018