Foundation By-Laws

Re-Stated

By-Laws of Paul D. Camp Community College Foundation

Article I

Purpose

The purposes of this Corporation are those described in the Articles of Incorporation.

Article II

Management

The business affairs and property of the Paul D. Camp Community College Foundation (PDCCCF) shall be governed by the Board, which shall have all the rights, powers and responsibilities that the board of directors of a nonprofit corporation without members organized under Chapter 10 of Title 13.1 of the 1950 Code of Virginia, as amended, has including, but not limited to, the following:

• formulating the PDCCCF philosophy and mission;

• amending the PDCCCF’s Articles of Incorporation and these By-Laws;

• drafting and approving policies;

• electing or appointing officers and agents and defining their duties and fixing their compensation and benefits;

• monitoring and evaluating the performance of officers and agents;

• approving fund-raising targets and goals and assuring adequate resources to meet PDCCCF’s charitable purposes through personal giving and fund raising;

• reviewing and adopting annual budgets;
• overseeing and guiding the management and investment of the PDCCCF funds and assets;

• reviewing PDCCCF’s financial condition and selecting independent auditors;

• recruiting and electing members of the Board; and any other powers or actions necessary or convenient to affect the purposes for which the PDCCCF was formed.

Article III

Composition of Board of Directors

Section 1.  Number, Election and Term. The Board of Directors of the Corporation shall consist of not less than eight (8) and no more than twelve (12) voting members.

The President of the College shall be a non-voting Director.  The Director for Institutional Advancement of the College shall be a non-voting Director and serve as Secretary/Executive Director of the Board.

Directors shall be elected annually in May by the Board of Directors of the Corporation and shall serve for a term of three years, for a maximum of two consecutive terms. The term begins July 1.  The College President and the Director for Institutional Advancement shall be elected by the Board for a term concurrent with his or her term of office as President or Director.

Directors, having served two (2) consecutive full three (3) year terms and having been off of the Board for one (1) year, are eligible for re-election.

Section 2.  Meetings. The Board meeting in May of each year shall be the annual meeting of the Board unless by resolution the Board designates a different meeting as its annual meeting.

The Board shall hold its meetings at such times and places as it may from time to time prescribe.  The Board shall meet at least once a year.  Special meetings of the Board may be called anytime by the president of the Corporation or at the request of any two (2) Directors.  At least five (5) days’ notice of the time and place of the meetings of the Board shall be given in person or in writing to all Directors.  However, any irregularity in the time, form or receipt of such notice shall not invalidate any action undertaken by the Directors provided a quorum thereof is present and voting at such meeting.  Written notice deposited in the U.S. Mail and addressed to mailing addresses of the Directors as reflected in the corporate books shall be deemed to be sufficient notice.

Directors shall be allowed only one excused absence from a scheduled Board meeting per year. Written requests for excused absence must be submitted to the Secretary, copying the Board President, no later than ten (10) days before a scheduled meeting. Unexcused absences of any kind will result in a written notice from the Board President asking for absence rationale. Absences from scheduled meetings are grounds for removal from the Board of Directors subject to approval from the Executive Committee.

Section 3.  Actions of Directors. A majority of the Board in office shall be necessary to constitute a quorum for the transaction of business.  Any question coming before the Board shall be determined by a 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.

A Director’s presence at any meeting shall be deemed to constitute a waiver of notice on his or her part, provided that a director present at a meeting without notice may withdraw his or her waiver by stating at the meeting that he or she does not consent to the holding thereof.  Meetings may be held by any means of communication by which all persons participating in the meeting can simultaneously hear each other during the meeting.

Section 4.  Actions of Directors Without Meeting. Any action which may be authorized or taken at a meeting of the Board may be authorized with the affirmative vote of a majority of the directors by signed written consent, email or other electronic methods.

Section 5.  Vacancies on Board. Vacancies on the Board, whether caused by death, resignation, removal, creation of new Board seats, or in any other manner other than the expiration of a Director’s term, may be filled by a majority vote of the Board at any regular or special meeting.  If the vacancy so filled by the Directors be that of the College President or Director for Institutional Advancement, such vacancy shall be filled by the successor to such office. Any other vacancies filled shall be for the unexpired term of the Director whose vacancy is so filled.

Unless otherwise provided by written contract, any director, committee member or officer of the PDCCCF may resign at any time by giving written notice to the PDCCCF or Board, or to the President, or the Secretary/Executive Director of the PDCCCF.  Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Board.

The Board, by a two-thirds vote of the entire Board may remove from office without having to state or prove cause any director, officer, committee member or agent elected or appointed by it and elect or appoint his or her successor.

Section 6.  Qualifications of Directors. The Directors shall make a good faith effort to choose directors that have a diversity of life experience including life experiences that are geographically representative of the area served by Paul D. Camp Community College.  Directors should have an appreciation of the value of a community college education and its impact on economic opportunity, workforce development and/or quality of life issues and an understanding of the business and financial aspects of how to support PDCCC’s purpose.

Each and every Director will fulfill a requirement to pledge and contribute a minimum of $1,000 per year to the PDCCCF’s Annual Campaign. Financial support for any other fundraising activity on behalf of the PDCCCF will be in addition to the Annual Campaign pledge.

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

Article IV

Executive Committee

There shall be an Executive Committee composed of the Foundation President, who will chair the committee, the PDCCC President, the Foundation Vice-President, Treasurer, Secretary/Executive Director, immediate Past President, and the chairs of the standing committees.  The Board may elect such other committees as it may deem appropriate, and fix and prescribe their rights, authority and duties.  The Executive Committee shall have and exercise the full authority of the Board in the management of the business of the Corporation between the regular meetings of the Board.  All actions taken by the Executive Committee on behalf of this Corporation shall be reported to the Board at its next regular meeting.  Meetings of the Executive Committee may be called anytime by the president of the Corporation or at the request of the Directors on the Executive Committee.

Article V

Committees

The Board may create one or more committees and appoint members of the Board to chair them.  Each committee shall have two or more members, who shall serve at the pleasure of the Board.

All standing committees must be chaired by a Board member.  Standing committees shall consist of but are not limited to the following:

• Executive:Handles routine business between regular meetings of the Board, and reports actions taken to the full Board as expeditiously as possible.  The committee does not set policy
• Nominating:  Makes recommendations to fill Board vacancies and develops a slate of officers.
• Development:  Serves as a general steering committee for fund-raising efforts, including the annual campaign and special events.  It recommends special recognition of those whose support of the College has been noteworthy, and recommends special contacts.
• Finance:  Provides oversight of financial actions of the foundation and prepares the annual budget in consultation with the College Administration.  It also coordinates financial needs with the Development Committee.
• Investment:Manages the investment policies and strategies through direction of the College staff, within parameters of the constitution (articles of incorporation?) and bylaws. 

An expansive listing of duties of each Committee are identified in the PDCCCF Operating Procedures Manual.

The Board may establish other permanent or ad hoc committees to address issues or situations regarding the functions of the PDCCCF as deemed necessary by the Board. Each committee shall have such powers and perform such duties as the Board may designate.

Article VI

Officers and Agents

The officers of the PDCCCF shall be a President, Vice President, Secretary/Executive Director, and Treasurer.

The President shall be elected from the Board but no other officers, agents or employees shall be required to be members of the Board.  Any two or more offices may be held by the same person, except the offices of President, Vice-President, and Secretary.  The President, Vice President, and Treasurer shall be elected for a term of one (1) year or until their successors are elected.  The officers of this Corporation shall be eligible for re-election, as the Board shall determine, without limitation upon the number of successive terms.

All other officers, agents, and employees of the Corporation elected by the Board shall be elected for such terms and with such rights, authority and duties and such compensation as may be fixed by the Board.

Article VII

Powers and Duties of Officers and Agents

The President of the Corporation shall be the Chief Executive Officer. He or she shall preside over all meetings of the Board; he or she shall further have the general management and supervision of all the affairs of the Corporation as specifically delegated to him or her by the Board.  The President shall see that all orders and resolutions of the Board are carried into effect, and shall execute all deeds, contracts, agreements, transfers, and such other instruments as may be designated by the Board, and generally perform all other duties and functions and have and exercise all of the rights, powers, and authority usually by law vested in such officers.  In the event of the absence, inability or death of the President, the Vice President shall have all the powers, and perform all the duties of the President until the vacancy is filled.

The Secretary/Executive Director shall give proper notice of all Board meetings to the Board when requested, maintain an accurate record of all meetings, and all actions taken at such meetings by the Board, 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.  The Secretary/Executive Director shall be the custodian of the Corporate Seal, and attest the same when affixed to any writing pursuant to the direction of the Board.  These foregoing responsibilities also apply to all meetings and actions taken by the Executive Committee of this Board.  The Secretary/Executive Director shall also be responsible for the timely filing of all required forms with the State Corporation Commission.

The Treasurer shall collect, receive, and hold the money 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; he or she shall deposit all monies, securities, and other valuable effects in the name of the Corporation in such depositories as may be designated for that purpose by the Board.  He or she shall handle, manage, and make disbursement of the properties and monies of the Corporation as prescribed by the Board, and shall render to the Board at the regular meetings of the Board, and whenever requested by them, an account of all of his or her transactions and an account of the financial condition of the Corporation.  Any or all of the foregoing rights, duties, powers, and authority made by the Board may be delegated to and vested in such other officers, agents, or employees as it may from time to time prescribe.

Article VIII

Voting

Section 1.  Fax Voting. The Virginia Non-Stock Voting Act allows for fax voting with written unanimous consent of members.

Section 2.  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 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 of a meeting vote and may be described as such in any document.

If any matter arises related to the calling of, the conduct of or the adjournment of a meeting of the Board or a meeting of a Committee that is not covered by the By-Laws, the most recent version of Roberts Rules of Order, as revised from time to time, shall apply.

Article IX

Audits

The books and records of this Corporation shall be audited at least on an annual basis.  A copy of the audit and income/expense statements must be provided to the Virginia Community College System (to the Vice Chancellor of Administrative Services and the Director of Internal Audit).

Article X

Seal

The Seal of this Corporation shall be circular, and bear the name and date of formation of this Corporation.  The Seal shall be adopted by the Board at any regular or special meeting.

Article XI

Registered Agent

The Registered Agent of this Corporation is that person designated in the Articles of Incorporation.  The Registered Agent shall be a resident of Virginia and an officer or director of the Corporation, or a member of the Virginia State Bar.  The Registered Agent shall promptly notify the Board, as the Board shall specify, of any notices or demands received.  Upon his resignation the Registered Agent will promptly and properly notify the State Corporation Commission thereof and the Board will appoint his successor.  The State Corporation Commission shall be promptly notified of the successor’s name and address.

Article XII

Amendment to By-Laws

These By-Laws may be repealed, changed, or added to at any meeting of the Board, provided advance notice of the proposed repeal, change or addition is given to each Director at least ten (10) days prior to such meeting.  Written notice to the Directors timely mailed to their addresses shown on the books of the Corporation or email notifications shall be deemed sufficient notice.  No such repeal, change, or addition shall become effective until approved by the Foundation Board of Directors.

Article XIII

Director Emeritus Guidelines

From time to time, the Paul D. Camp Community College president and the PDCCC Foundation Board of Directors may appoint current or past members of the Board to become Directors Emeritus.

To be appointed a Director Emeritus, a Foundation Director must have served on the Board for a minimum of two (2) consecutive three (3) year terms, must have exhibited distinguished service and exceptional leadership both as a PDCCCF Director, but also in the corporate and civic community, and whose involvement and leadership have resulted in significant charitable support for the PDCCCF and its initiatives.

Appointment as a Director Emeritus is a lifetime appointment.  Director Emeritus will be invited to Board meetings, retreats, and other PDCCCF events to which Foundation Board of Directors are invited.

Article XIV

Fiscal year

The fiscal year of the PDCCCF shall begin on July 1 and end on the following June 30.