BY-LAWS
OF
COMMUNITY & TECHNICAL COLLEGE FOUNDATION OF ASHLAND, INC.
PREAMBLE The Community & Technical College Foundation of Ashland, Inc. (Foundation) is established solely to support and promote Ashland Community and Technical College (ACTC) of the Kentucky Community & Technical College System (KCTCS).
ARTICLE I
GENERAL PROVISIONS
The power to alter, amend or repeal by-laws or adopt new by-laws shall be vested in the Board of Directors. These by-laws may contain other provisions for the regulation and management of the affairs of this non-private foundation corporation which are not inconsistent with Kentucky Revised Statutes nor the Articles of Incorporation.
ARTICLE II
OFFICES
The registered office of the Corporation in the Commonwealth of Kentucky shall be at the address stated in its Articles of Incorporation but such address may be changed from time to time by the Board of Directors.
The Corporation shall have a principal office, and such other offices, either within or without the Commonwealth of Kentucky, as the Board of Directors may designate or the business of the Corporation may require from time to time. The principal office of the Corporation may be, but need not be the same as its registered office and, until otherwise determined, shall be located at 1400 College Drive, Ashland, Kentucky 41101.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have all powers as enumerated in KRS 273.171 and all sub-sections therein, and shall have any other powers not listed therein that are reasonable and necessary to fulfill the purposes and goals as listed in the Articles of Incorporation and that are not prohibited by law.
SECTION 2. APPOINTMENT, NUMBER, TENURE AND QUALIFICATIONS.
The number of directors, which shall constitute the Board of Directors of the Corporation, shall be composed of not less than six (6) nor more than thirty (30) directors who shall be appointed and shall hold office for the terms hereinafter specified, but no decrease shall have the effect of shortening the term of any incumbent director.The Board of Directors of the Corporation shall include following persons:
Ex Officio Directors-Other Directors representing constituency groups-
At-Large Directors-
Each Director may be re-elected for additional terms. As a guideline, Directors terms should be appointed so that no more than approximately one third (1/3) of the Directors terms shall expire during a calendar year.
Any vacancy occurring in the position of At-Large Director may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Nominating Committee of the Board of Directors may suggest a panel of at least one person with the Board to have the right of making further nominations prior to voting.
A Director elected to fill a vacancy shall be elected for the unexpired term of office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until next election of the directors.
SECTION 3. DUTIES & RESPONSIBILITIES. Board members agree to support the mission of ACTC and the Foundation including support and participation in fund raising activities. Board members are expected to attend meetings of the Foundation on a regular basis and serve actively on committees as needed. Board members agree to provide input and leadership to the Foundation.
SECTION 4. REMOVAL. Any Director may be removed at any time by the affirmative vote of a majority of the Executive Committee of the Board of Directors for excessive absences or dereliction or malfeasance in office.
SECTION 5. RESIGNATION. Any Director may resign by tendering a resignation to the Foundation at its principal office and the resignation shall become effective at the time specified therein.
SECTION 6. EMERITUS DIRECTORS. Upon a Director's retirement, voluntary resignation or withdrawal for any reason, other than removal for cause, the Director may be elected as an Emeritus Director of the Foundation. Any such Emeritus Director shall be qualified for reelection as a Director and service of an Emeritus Director shall be suspended during any such period of active service as a Director.
The attendance of an Emeritus Director, at an annual, regular or special meeting of the Board of Directors shall not be counted or considered in determining whether a quorum is present nor shall any such Emeritus Director have the right to vote or otherwise have any formal or affirmative rights as far as the Board of Directors is concerned. An Emeritus Director shall be entitled to participate in discussions of business and to express their views but shall have no further rights or responsibilities. Emeritus Director shall be entitled to receive notice of the annual or regular or special meetings and shall have the right to attend the same but the failure of the secretary or other appropriate office to give notice thereof shall not in any way detract from or bring into question the validity of notice of such meeting and the legality thereof as pertains to any applicable laws or statutes relating to the calling and convening of the meeting.
ARTICLE IV
MEETINGS OF THE BOARD
SECTION 1. ANNUAL MEETING. The Board of Directors will have an annual meeting for the purpose of election of officers and for the transaction of such other business of the Foundation as may be appropriate. The Executive Committee shall establish the date, place and time of the annual meeting and notice thereof shall be given in writing to the members at least ten (10) days prior to such meetings.
SECTION 2. REGULAR MEETINGS. The Board of Directors, in addition to the annual meeting, may have such regular meetings as they deem necessary and appropriate. If regular meetings are held in addition to the annual meeting, the Executive Committee shall establish the date, place and time, either within or without the Commonwealth of Kentucky, of such meeting and notice thereof shall be given to the Board in writing at least ten (10) days prior to such meeting date.
SECTION 3. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, whether within or without the Commonwealth of Kentucky, as the place for holding any special meeting of the Board of Directors called by them. Written notice of special meetings shall be given to the members at least three (3) days prior to such meetings.
SECTION 4. NOTICE. Notice of annual and regular meetings shall be given at least ten (10) days in advance and any special meeting shall be given at least three days (3) previously thereto by written notice delivered personally or mailed to each Director at his business address, or via facsimile or e-mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope, so addressed, with postage prepaid. If notice be given by facsimile or e-mail, such notice shall be deemed to be delivered when the facsimile or e-mail is transmitted. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
SECTION 5. QUORUM. A minimum of 40% of the voting members of the Board of Directors shall constitute a quorum.
SECTION 6. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
SECTION 7. ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the Board of Directors, or by a committee thereof, at a meeting may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by all of the directors, or by all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.
SECTION 8. EXECUTIVE COMMITTEE. The executive committee shall be made up of the officers of the Foundation - the President, Vice President, Secretary, Treasurer, the Dean of Institutional Advancement who shall serve as the Foundation's Executive Director and the ACTC Director of Advancement, the past President of the Foundation, the President of ACTC, and one other Director to be appointed by the President of the Foundation.
SECTION 9. OTHER COMMITTEES. It shall be the policy of the Board of Directors to appoint standing and temporary (ad hoc) committees to assist in conducting the affairs of the Foundation. Committees and committee chairs shall be appointed by the President of the Foundation with the consent of a majority of the membership.
The chair of each committee shall customarily work with the President of the Foundation and the President of ACTC as well as the Foundation President's designees, to bring forth information and recommendations useful in furthering the aims of the Foundation.
Standing Committee membership shall be for a fiscal year and ad hoc membership shall be only for the duration of the life of the committee, such length of existence to be usually set forth with the formation of the committee.
Standing Committees shall include but not be limited to:
Annual Fund Drive Committee. This committee formulates, presents and leads the annual fund drive for the Foundation at large.
Board Membership and Development Committee. Chaired by the President of the Foundation Board, this committee receives and reviews recommendations for candidacy for Board membership. This committee also proposes activities for Board participation designed to foster professional development for Board members.
Facilities Committee. This committee oversees the physical assets of the Foundation and makes recommendations on the acquisition, maintenance and disposal of such assets.
Planned Giving Committee. This committee will provide recommendations and guidelines for asset accumulation including but not limited to wills, living trust, estate planning and bequests to the Foundation. Committee will provide leadership to foster alliances with the legal and accounting community of the Ashland District to further promote the designation of assets to the Foundation by corporate and private contributors.
SECTION 10. MINUTES. Minutes of the meetings of the Foundation Board of Directors and its committees should be recorded and a copy placed on file in the office of the President of ACTC no later than ten (10) days following each meeting.
ARTICLE V
OFFICERS
SECTION 1. NUMBER. The officers of the corporation shall be a president, one or more vice-presidents (the number thereof to be determined by the Board of Directors), a secretary, a treasurer, and the Executive Director of the Foundation each, except for the Executive Director, of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors.
SECTION 2. APPOINTMENT AND TERM OF OFFICE. The officers of the Foundation shall be appointed annually by the Board of Directors at the annual meeting of the Board of Directors. If the appointment of officers shall not be held at such meeting, such appointment shall be held as soon thereafter as practicable. Each officer shall hold office until a successor shall have been duly appointed and qualified or until death or resignation or removal in the manner hereinafter provided.
SECTION 3. REMOVAL. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create any contract rights.
SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Executive Committee for the unexpired portion of the term.
SECTION 5. PRESIDENT. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. The President shall, when present, preside at all meetings of the Board of Directors. The President may sign, with the secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.
SECTION 6. VICE-PRESIDENTS. In the absence of the President or in the event of his or her death, inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated at the time of their appointment, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice-president shall perform such other duties as from time to time may be assigned by the president or by the Board of Directors.
SECTION 7. SECRETARY. The secretary shall: (a) keep the minutes of the proceedings of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each director; and (e) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the Board.
SECTION 8. TREASURER. The treasurer shall: (a) have charge and custody of and be responsible for all funds, securities and other assets of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected (in accordance with the provisions of Article VI of these By-laws); and (c) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned by the president or by the Board of Directors. If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.
ARTICLE VI
FISCAL PROVISIONS
SECTION 1. CONTRACTS. The Board of Directors or the Executive Committee, subject to approval by the Board of Directors, shall authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority shall be confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority shall be confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness or expenditures issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors, or by resolution of the Executive Committee, subject to approval by Board of Directors.
SECTION 4. DEPOSITS. All funds of the Corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the Board of Directors, or by Executive Committee, subject to approval by the Board of Directors, may select.
SECTION 5. TRANSFER OF PROPERTY. The duly authorized and designated officers of the Foundation shall have the authority to execute such form of transfer or assignment as may be authorized by the Board of Directors or the Executive Committee as may be necessary to transfer and convey any property of the Foundation or to transfer any stock or other property owned or held by the Foundation.
SECTION 6. DONATIONS. Donations to the Foundation may be either restricted or non-restricted and in either event must be pursuant to and in accordance with the purposes for which the Foundation is created and is to be operated. Donations may be in cash or property and in the event restricted, shall not be accepted and dedicated to the purpose for which the restricted donation is made unless or until the Board of Directors or the Executive Committee shall accept the same subject to such restriction.
SECTION 7. INVESTMENTS. The Board of Directors or its authorized representative shall have the power to make investments of the funds of the Foundation and to change the same and from time to time sell the same as may be authorized by the Board of Directors or the Executive Committee.
SECTION 8. AUDIT AND REPORTING GUIDELINES. The fiscal year of the Foundation shall begin July 1 and end June 30. The officers shall file annually the required state and federal forms and at the time of submission, provide a copy to the President of ACTC and made available for review upon request by ACTC and KCTCS officials.
An annual audit shall be provided by a qualified audit firm selected by the Board of Directors. A copy of the annual Audit Report shall be placed on file in the office of the ACTC President and made available for review upon request by ACTC and KCTCS officials.
The names, home and business addresses and phone numbers, and titles of its Board of Directors shall be provided annually to the ACTC President and President of KCTCS.
ARTICLE VII
COMPENSATION OF OFFICERS, DIRECTORS AND EMPLOYEES
SECTION 1. OFFICER AND DIRECTORS. No member of the Board of Directors or officer of the Foundation may receive, directly or indirectly, any salary from the Foundation but shall be entitled to reimbursement for expenses reasonably incurred in furtherance of the business of the Foundation or in conduct of the affairs of the Foundation provided any such expenditure must be approved by the Executive Committee.
SECTION 2. EMPLOYEES. The Foundation may employ such full-time or part-time employees and retain such professional assistance as the Board of Directors or the Executive Committee shall determine who may be compensated as fixed by the Board of Directors or the Executive Committee.
ARTICLE VIII
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereof the name of the corporation and the state of incorporation and the words "Corporate Seal".
ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation has the right, duty and obligation to indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of reasonably incurred by him in connection with the defense of any action, suit or proceeding civil or criminal, in which he (she) is made a party by reason of being or having been such director of officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty to the corporation; and to make any other indemnification that shall be authorized by the articles of incorporation or By-laws, or resolution adopted after notice to the members entitled to vote.