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AAF C.E.S.T Bylaws

Bylaws of

The Algerian American Foundation

for

Culture, Education, Science, and Technology

 

ARTICLE I
PURPOSES, OBJECTIVES AND ACTIVITIES, OFFICES

Section 1.1      Name. The name of the foundationis The Algerian-American Foundation for Culture, Education, Science &Technology (the “Foundation”).

Section 1.2      Offices. The Foundationshall have a registered agent and registered office in the District of Columbia asrequiredunder the District of Columbia Code of Laws, and may have suchother offices at such places as maybedetermined by the Board of Directors of the Foundationfrom time to time.

Section 1.3     General Purposes. The Foundationisorganized and at all times hereaftershallbeoperatedexclusively for benevolent, charitable and educationalpurposeswithin the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue law (the “Internal Revenue Code”), and within the meaning of Section 29-301.04 of the District of Columbia Code of Laws, to foster and strengthen relations of friendship and cooperationbetween the American and the Algerian people.

Further, the mission of the Foundationshallbe to address the following objectives: develop and fosterstrategic relations of cooperationbetween Algeria and the United States; promoteprogress of science and healthbetween the two countries; advance the national interest in education in both countries; encourage innovative ideaswheneverthey arise; explore and identifyopportunities and resources to promote training and community relations, and to promote Algerian and American cultural exchange activities.

Section 1.4      Objectives and Activities. In furtherance of the purposesdescribed in Section 1.3 above, the Foundationshall have the following objectives and shallundertake the followingactivities:

(a) To explore and identifyopportunities and resources in order to effectivelypromote and develop, throughconcrete actions and projects, cooperationbetween the United States and Algeria in the fields of culture, education, health, science and technology;

(b) To organize and sponsor seminars, conferences, exhibitions, outreachactivities, cultural events and similaractivities for the promotion of the aims and objectives of the Foundation;

(c) To promote and facilitate American and Algerian cultural and educational exchange activities, including, but not limited to, encouraging exchange programs between United States and Algerian academic institutions involving scholars and studentsfrombothcountries;

(d) To work in cooperationwithotherorganizations, particularlythose in the United States and Algeria, whose goals and objectives are to enhance the development of health, education, science and technology programs between Algeria and the United States of America;

(e) To makegrants to academic, cultural, and scientific institutions in the United States and Algeria in order to assist such institutions withtheir innovative programs whichaddresscurrentproblems and generate a positive impact and change towardsfostering and strengthening relations between the United States and Algeria;

(f) To makegrants to researchers, scholars, scientists, and artists to support their efforts and achievements in accordance with the mission and goals of the Foundation;

(g) To carry out the purposes of the Foundation in conjunctionwithanypersons, firm, association, foundation or otherentity;

(h) To engage in and transactany and all lawful business within and without the District of Columbia or the United States of America for whichnonprofitfoundationsmaybeincorporatedunder [Chapter 4 of the District of Columbia Official Code Title 29 (Business Organizations) EnactmentAct of 2010, as amendedfrom time to time;]

(i) To raisefundsnecessary to sustain the foregoingactivities and to expendsuchfundsexclusively for the Foundation’s charitable and educationalpurposes; and

(j)  To have and exercise all powersnecessary to effectany of the purposes of the Foundation.

The purposes and objectives of the Foundationmaybeaccomplished by all appropriatemeansdetermined by the Board of Directors. The foregoing clauses shallbeconstrued as bothpurposes and powers, and the enumeration of specificpowersthereinshall not beheld to limit or restrict in anymanner the generalpowers of the Foundation.

Section 1.5    NonprofitStatus.

(a) The Foundationshallbe a nonprofitfoundation. The Foundationshall not beorganized for the pecuniarybenefit of itsDirectors or itsMembers. The Foundationis not authorized to issue capital stock or to declare or distributedividends. No part of the assets or net earnings of the Foundationshallinure to the benefit of or bedistributable to itsDirectors, Members, Officers or otherprivatepersons, exceptthat the Foundationshallbeauthorized and empowered to payreasonable compensation for services rendered and to makepayments and distributions in furtherance of the purposes set forth in Sections 1.3 and 1.4 above. Any balance of money or assets remainingafter the full payment of the Foundation’s obligations of all and anykindshallbedevotedsolely to the promotion of the interests and purposes of the Foundation.

In the event of dissolution of the Foundation, any assets remainingwill not bedistributed to itsDirectors, Members, Officers or otherprivatepersons, but willbetransferred in accordance with Section 8.7 of theseBylaws to otherorganizationshaving a similar mission and vision thatembraces the objectives outlined for the Foundation.

(b) The Foundationshallbe non-partisan and non-sectarian and no part of the activities of the Foundationshallbecarrying on propaganda or otherwiseattempting to influence legislation in any country. The Foundationshalltake no part in or lendits influence to (including by way of the publication or distribution of statements) the election or appointment of any candidate to municipal, county, state or national office in any country.

(c) Notwithstandinganyother provision of theseBylaws, the Foundationshall not carry on anyotheractivity not permitted to becarried on by (i) a foundation exempt fromFederalincometaxunder Section 501(c)(3) of the Internal Revenue Code, or (ii) by anyfoundation, contributions to which are deductibleunder Section 170(c)(2) of the Internal Revenue Code.

ARTICLE II
MEMBERSHIP

Section 2.1     Eligibility for Membership. Application for votingmembershipshallbe open to anyperson of good moral characterwho has the demonstratedinterest, ability and experience to support the mission and best interest of the Foundation and whomeetssuchother qualifications as the Boardmaydeterminefrom time to time. In connectionwithmembership, the Foundationwillensureequalopportunity for all people without regard to race, color, religion, creed, national origin, gender, sexual orientation, age, ancestry, marital status, disability, and veteran or draft status.

Membershipwillbegranted to anyapplicantfollowing (i) completion and receipt of a membership application in the formdetermined by the Board, (ii) a majority vote of the Board in support of suchapplicantbecoming a member and (iii) payment in full of the membership dues then applicable to suchmember. Uponsuccessfulcompletion of the foregoing, suchinvitee or applicant, as applicable, shallbecome a “Member” of the Foundation, subject to the other conditions of the Bylaws.

Section 2.2     Membership Dues. The amount of membership dues willbedetermined by the Board and maybechangedfrom time to time. Continuedmembership of anypersonis contingent uponsuchpersonbeing up to date on suchperson’smembership dues.

Section 2.3    Rights of Members.  OnlyMembers in good standing shallbeeligible to vote or hold office in the Foundation.

Section 2.4   Resignation and Termination. AnyMembermayresign by filing a writtenresignationwith the Secretary. Resignationshall not relieve a Member of unpaid dues, or other charges previouslyaccrued. A Membermay, following an opportunity to beheard by the Board, have his or hermembershipterminated for cause by a majority vote of the Board.

Section 2.5   Annual Meetings. An annual meeting of the Membersshalltake place in the month of November, the specific date, time and place of such meeting to bedesignated by the President, either in person or by telephoneconferencing. In addition, at such meetings, the Membersshallreceive reports on the activities of the Foundation.

Section 2.6   Special Meetings.Special meetings of the Membersmaybecalled by the President, the ExecutiveCommittee, a simple majority of the Board of Directors or a petitionsigned by 15% of the total Members.

Section 2.7    Notice of Meetings. Printed notice of each meeting of the Membersshallbegiven to eachMember, by mail or electronically, not lessthantwoweeksprior to the meeting, which notice willidentify the date, time and place of such meeting and the matters to bebroughtbeforesuch meeting.

Section 2.8   Quorum. At least 15% of the Members must bepresent at anyproperlyannounced meeting to constitute a quorum for such meeting.

Section 2.9 Voting. All matters to bevotedupon by the membershipeither in person or electronicallyshallbedecided by a simple majority of all the Members.

ARTICLE III
BOARD OF DIRECTORS

Section 3.1    Power of Board. The affairs and business of the Foundationshallbemanagedunder the direction of the Board of Directors (alsosometimeshereinreferred to as the “Board”) in accordance with the Bylaws and the Articles of Incorporation (the “Articles”). The directors of the Board (“Directors”) need not beresidents of the District of Columbia.

Section 3.2    Number of Directors.   There shallbetwelve (12) Directors of the Foundation.

Section 3.3   Election of Directors. Directorswillbeelected by the membershipthrough an electronicvoting process by the members in good standing. At the annual meeting, whichmaybeconducted by electronicmeans, the Directorswillelect the Officers and announce the results.

Section 3.4   Term of Directors. All Directorswill serve three (3) yeartermsuntiltheirsuccessors are elected and qualified, staggeredsuchthat one third of the Directorsshallbeelected in eachyear. No personmay serve as a Director more thantwo (2) consecutiveterms. Directorswho have servedtwoconsecutiveterms are eligible for reelection to the Boardafter a hiatus of at least one year.

Section 3.5    Election Procedures. The NominatingCommitteeshallberesponsible for nominating a slate of prospective Directors. In addition, Membersrepresenting five percent (5%) of the total Membersmaynominate a prospective Director to beadded to the slateprepared by the NominatingCommitteewithintwoweeks of the publication of the proposedslate.

Section 3.6    Vacancies. Anyvacancyoccurring in the Board of Directorsshallbefilled by the Board at a special meeting of the Boardheld in accordance withthis Article III. A Directorelected to fill a vacancyshallbeelected for the unexpiredterm of his or herpredecessor.

Section 3.7    Removal of Directors. A Directormayberemovedwith cause by a vote of at least two-thirds of the remainingDirectors. AnyDirectorthat has been removedshallpromptly return all books and records relating to the FoundationthatsuchDirectorpossesses at the time of removal.

Section 3.8    Resignations. Except as otherwiserequired by law, anyDirector of the Foundationmayresign at any time by givingwritten notice to the President or to the Secretary of the Foundation. Suchresignationshalltakeeffect at the time specifiedtherein and, unlessotherwisespecifiedtherein, no acceptance of suchresignationshallbenecessary to makeit effective. AnyDirectorthat has resignedshallpromptly return all books and records relating to the FoundationthatsuchDirectorpossesses at the time of resignation.

Section 3.9    Quorum of Directors. A majority of Directorsserving in office before the meeting beginsshallconstitute a quorum for the transaction of official business of the Board.

Section 3.10   Meetings of the Board. Meetings of the Board of Directors, regular or special, maybeheld at such place within or without the District of Columbia asmaybedetermined by the Board. Regular meetings shallbeheldwhen the President calls them. The Boardshallmeet at least twiceannually. At least once ayear, the Boardmay set fixed dates for regular meetings of the Board of Directorsthatneed not becalled. The Boardshall fix the date of the annual meeting and any business or affairs of the Foundationwhichmay come before the annual meeting maybeconsidered and actedupon. Special meetings of the Board of Directorsmaybecalled at any time for anypurpose by the President or by at least a majority of the Directors.

Section 3.11   Informal Action by Directors. Unlessotherwiserestricted by law, the Articles or the Bylaws, any action required or permitted by the Board of Directorsmaybetakenwithout a meeting if all the Directors consent in writing to the adoption of a resolutionauthorizing the action. Suchwritten consent maybeexecuted in counterparts and shall have, for all purposes, the same force and effect as a unanimous vote of the Board of Directors. The resolution and the writtenconsentsthereto by the Directorsshallbefiledwith the minutes of proceedings of the Board of Directors. Votingelectronicallyisspecificallyauthorized.

Section 3.12   Meetings by ConferenceTelephone. Unlessotherwiserestricted by law, the Articles or theseBylaws, any or all Directorsmayparticipate in a meeting of the Board or a committee of the Board by means of conferencetelephone or by anymeans of communication by which all personsparticipating in the meeting are able to hear one another, and such participation shallconstitutepresence in person at the meeting. Directors not able to attend shallbe able to submittheir opinions/commentselectronically to the President.

Section 3.13    Notice of Meetings.

(a) Notice of any meeting of the Boardmaybegiven in writing or electronically, and all notices of meetings will state the date, hour and place of the meeting. Such notices shallbeprovided to eachpersonentitled to receive notice no more thansixty (60) days and no lessthanseven (7) daysprior to the meeting and such notices willbeauthorized by the President or issued by the Presidentupon consultation of a majority of the Directors.

(b) Neither the business to betransacted at nor the purpose of anyregular or special meeting of the Board of Directorsneed to bespecified in the notice of such meeting, althoughsuchprior notice isencouraged.

(c) Attendance by anyDirector at a meeting shallconstitute a waiver of notice of such meeting, exceptwhere a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfullycalled.

Section 3.14  Method of Voting. EachDirectorpresent at a meeting shallbeentitled to one (1) vote. Where a vote of a Directorisrequired, such vote maybe made personally, includingtelephonically or electronically. Except as otherwiseexpresslyprovided in the Bylaws, all matters to bevotedupon in a properlyannounced meeting of the Board at which a quorum ispresentshallbedecided by a simple majority of the Directorspresent as such meeting.

Section 3.15  Compensation. Directorsshall not receiveany compensation for their services as Directors. However, Directorsmay, if authorized by the Board of Directors, bereimbursed for necessaryexpenses, includingtravelexpenses, reasonablyincurred by them in the performance of theirduties as Directors.

ARTICLE IV
HONORARY BOARD AND SUPPORTERS OF THE FOUNDATION; HONORARY CHAIRMAN

Section 4.1     HonoraryBoardMembers of the Foundation. The Boardmaydesignate certain persons or groups of persons as one or more categories of sponsors, benefactors, contributors, advisors or friends of the Foundation or suchothertitle as theydeemappropriate (“HonoraryBoardMembers”). HonoraryBoardmembershipshallbe by invitation only and shallbeawarded to distinguishedindividualswho support the vision of the Foundation or render the Foundationspecial assistance. HonoraryBoardMembersshall serve in an honorarycapacity for suchterm as the Directorsmaydetermine. HonoraryBoardMembersshall not beMembers or Directors of the Foundation and shall not exerciseany of the powersgranted to Members or Directors and shall have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no otherrights or responsibilities in theirHonoraryBoardMembercapacity. No HonoraryBoardMembershallbearanyliability for the activities or obligations of the Foundation.

Section 4.2  Honorary Chairman. The Ambassador of Algeria to the United States and the Ambassador of the United States to Algeria shalleachbeinvited to serve as an HonoraryChairman of the Board. AnyHonorary Chairman of the Boardshall not be a Member or Director of the Foundation and shall not exerciseany of the powersgranted to Members or Directors and shall have no right to notice of or to vote at any meeting, shall not beconsidered for purposes of establishing a quorum, and shall have no otherrights or responsibilities in suchcapacity. No Honorary Chairman of the Boardshallbearanyliability for the activities or obligations of the Foundation.

ARTICLE V
COMMITTEES OF THE BOARD OF DIRECTORS

Section 5.1    ExecutiveCommittee. The ExecutiveCommitteeshall:

(a) consist of the President, one of the Vice-Presidents, the ExecutiveDirector, the Secretary, and the Treasurer;

(b) carry out suchduties and responsibilities as the Boardshallexpresslydelegate to itfrom time to time, whichduties and responsibilitiesshall not include the power to amend the Articles and/or the Bylaws and shallotherwisebesubject to the limitations of law, the Articles, and the Bylaws; and

(c)    meet at least two times per year, at such time and place as the Presidentmaydetermine.

Section 5.2   OtherCommittees. The Board of Directorsshallestablishcommittees as theymayfrom time to time determinenecessary or advisable, including, but not limited to, committees to advise the Board and to deal withprojects and programs related to the specificfields of Culture, Education, Health, Science, Information and Technology. Each of the committeeswillbecomprised of three or more Directors and/or members, as the Directorsmayfrom time to time determinenecessary or advisable, and the Board of Directorsmaydelegate, to the extentpermitted by law, the Articles or theseBylaws, suchpowers and dutiesthereto as the Board of Directorsmaydeemadvisable. At any meeting of a committee, a quorum for the transaction of all business properlybefore the meeting shallconsist of a majority of the members of suchcommittee. Anycommitteemay, subject to the approval of the Board of Directors, makefurtherrules for the conduct of its business. However, unlessotherwiseprovided by vote of the Board of Directors or by rulesestablished by the Board of Directors, the business of anycommitteeshallbeconducted as nearly as possible in the samemanner, includingwithout limitation, the power to act by unanimouswritten consent and to conduct meetings by telephoneconference, as isprovided in theseBylaws for the Board of Directors. The members of anycommitteeshallremain in office at the pleasure of the Directors. Each Directormaybe a member of one or more committees. The designation and appointment of anysuchcommitteeshall not operate to relieve the Board of Directors or anyindividualDirector of anyresponsibilityimposeduponthem by law.

ARTICLE VI
OFFICERS

Section 6.1   Officers. The officers of the Foundationshallconsist of the President, an ExecutiveDirector, two Vice Presidents, a Treasurer and a Secretary (each, an “Officer”). EachOfficershallbe a Director;providedthat the ExecutiveDirectorshall not be a Director but shallbe a non-voting ex officiomember of the Board. Anytwo or more offices maybeheld by the sameperson;provided, however, that the person holding the office of Presidentmay not simultaneouslyhold the office of Secretary.

Section 6.2  Term of Office and Removal. All Officers of the Foundationshallbeelected by the Boardfromamong the currentDirectors and theyshallhold office for a term of one (1) year and untiltheir respective successors are dulyelected and qualified. Upon the death, resignation or removal of anyOfficer, the vacancy in office maybefilled by the Board of Directors at any meeting of the Board of Directors. An individualmay serve for no more than four consecutiveterms of office. Unlessotherwiseprovided by a resolution of the Board of Directors, all Officers shallbeelected or appointed at the annual meeting of the Board. AnyOfficerelected or appointed by the Board of Directorsmayberemoved by the Board of Directors, with cause, at any time, by a two-thirds vote of the Directorsthenserving in office.

Section 6.3  Powers and Duties of Officers. Subject to the control of the Board of Directors, all Officers asbetweenthemselves and the Foundationshall have suchauthority and performsuchduties in the management of the property and affairs of the Foundation as maybeprovided in theseBylaws or by resolution of the Board of Directors and, to the extent not soprovided, as generallypertain to their respective offices.

(a) President. The President of the Boardshall chair the meetings of the Board and the annual meeting of the Members, shallexercisethosepowers and duties as are specified in the Bylaws as beingthose of the President, and shallexercisesuchotherpowersnormallyassociatedwithsuch a position, all under the direction of the Board.

(b) ExecutiveDirector. The ExecutiveDirectorshall serve as the Chief ExecutiveOfficer of the Foundation and shall (i) be the chief staff officer of the Foundation, (ii) have charge of the property, books, accounts and quarters of the Foundation, (iii) beresponsible for the management and administration of the Foundation, and (iv) exercisesuchotherpowersnormallyassociatedwithsuch a position, all under the direction of the Board. The ExecutiveDirectorshallperformsuchotherduties and have suchotherpowers as the Board of Directorsmayfrom time to time prescribe by standing or specialresolution.

(c) VicePresidents. Each Vice Presidentshall assist the President and shallperformsuchotherduties and have suchotherpowers as the Board of Directorsmayfrom time to time prescribe by standing or specialresolution.

(d) Secretary. The Secretaryshallberesponsible for the keeping of an accurate record of the proceedings of all meetings of the Board of Directors and all meetings of the Members. The Secretaryshallgive or cause to begiven all notices in accordance withtheseBylaws or as required by law and, in general, shallperform all dutiescustomary to the office of Secretary. He or sheshallperformsuchfurtherduties and exercisesuchpowers as maybeassigned to him or her by the Board of Directorsor the President. The Secretaryshall have custody of the Foundationseal, if any; and he/sheshall have authority to affix the sameseal of the Foundation, if any, and to attest the affixing by his or her signature.

(e) Treasurer. The Treasurershall have the custody of, and beresponsible for, all funds and securities of the Foundation. He or sheshallkeep or cause to bekeptcomplete and accurateaccounts of receipts and disbursements of the Foundation and shalldeposit all monies and othervaluableproperty of the Foundation in the name and to the credit of the Foundation in suchbanks or depositories as the Board of Directorsmaydesignate. At least annually and at suchother times as mayberequired by the Board of Directors, the Treasurershallrender a statement of accounts of the Foundation. He or sheshall at all reasonable times exhibit the books and accounts to anyOfficer or Director of the Foundation and shallperform all duties incident to the office of the Treasurer, subject to the supervision of the Board of Directors, and suchotherduties as shallfrom time to time beassigned by the Board of Directors. The Treasurershall, if required by the Board of Directors, givesuch bond or security for the faithful performance of his/herduties as the Board of Directorsmayrequire, for whichheshallbereimbursed. The Treasurershallbeassisted by an independentCertified Public Accountant.

ARTICLE VII
AGENTS AND EMPLOYEES

Section 7.1   Agents and Employees. WithBoardapproval, the ExecutiveCommitteemay appoint agents and employeeswhoshall have suchauthority and performsuchduties as maybeprescribed by the ExecutiveCommittee. The ExecutiveCommitteemayremoveany agent or employee at any time with or without cause. Removal without cause shallbewithoutprejudice to suchperson’scontractrights, if any, and the appointment of suchpersonshall not itselfcreatecontractrights.

Section 7.2  Compensation of Agents and Employees. The Foundationmaypay compensation in reasonableamounts to agents and employees for services rendered, withsuchamount to befixed by the Board of Directors. The ExecutiveCommitteemayrequire Officers, agents or employees to givesecurity for the faithful performance of theirduties.

 ARTICLE VIII
MISCELLANEOUS

Section 8.1    Fiscal Year.  The fiscal year of the Foundationshallbe the calendaryear.

Section 8.2   Checks, Notes and Contracts. The Board of Directorsshalldeterminewhoshallbeauthorizedfrom time to time on the Foundation’sbehalf to sign checks, drafts, or otherorders for payment of money; to sign acceptances, notes, or otherevidences of indebtedness; to enter intocontracts; or to execute and deliverother documents and instruments. The ExecutiveDirectormaysign a check or otherwiseobligate the Foundation in an amount not to exceed one thousand dollars ($1,000); for any check or other new obligation in an amount in excess of one thousand dollars ($1,000), but no more than five thousand dollars ($5,000), the President and the ExecutiveDirector must sign the check or agree in writing (including an electronic message) to the obligation; for any obligation of the Foundation, includingsigning a check, in excess of five thousand dollars ($5,000), approval of the Boardisrequired.

Section 8.3    Books and Records to beKept.  The Foundationshallkeep at its principal office in the District of Columbia or elsewhere, as determined by the Board of Directors, (1) correct and complete books and records of account, (2) minutes of the proceedings of the Board of Directors and anycommitteehavingany of the authority of the Board of Directors, (3) a record of the names and addresses of the Directors, (4) minutes of any meetings of the Members and (5) a record of the names and addresses of the Members. All books and records of the Foundationmaybeinspected by anyDirector, any active Member, or his/her agent or attorney, for anyproperpurpose at anyreasonable time uponpriorwritten notice to the President and the ExecutiveDirector.

Section 8.4   Amendment of Bylaws. Anyamendment or repeal of theseBylaws or the adoption of new Bylawsshallbe by the affirmative vote of two-thirds of the Directorspresent and voting at a dulynoticed meeting, providedthat no suchamendment or new Bylawsmayreduce the votingrights of the Membersunlesssuchproposed change is first approved by a majority vote of the Members at a Special Meeting called for suchpurpose in accordance with the provisions of theseBylaws, a quorum beingpresent.

Section 8.5   Indemnification and Insurance. The Foundationshall, to the extentpermitted by applicable law, indemnifyeach of itsDirectors and Officers (includingpersonswho serve at itsrequest as Directors, Officers, or trustees of anotherorganization in whichit has anyinterest as an owner, creditor or otherwise) against all liabilities and expenses, and counselfees, reasonablyincurred by him or her in connectionwith the defense or disposition of any action, suit or otherproceeding, whether civil or criminal, in whichhe or shemaybeinvolved or withwhichhe or shemaybethreatened, while in office or thereafter, by reason of his or herbeing or having been such a Director or Officer, exceptwhere the injury or damage was the result of willfulmisconduct, criminalconduct (unlesssuchDirector or Officerhadreasonable cause to believethatsuchconductwaslawful), a transaction thatresulted in an improperpersonalbenefit of money, property or service to suchDirector or Officer, or an actor omission thatis not in good faith and isbeyond the scope of authority of the Foundation; provided, however, that as to anymatterdisposed of by a compromise payment by suchDirector or Officer, pursuant to a consent decree or otherwise, no indemnificationeither for saidpayment or for anyotherexpensesshallbeprovidedunlesssuch compromise shallbeapproved as in the best interests of the Foundation, after notice thatitinvolvedsuchindemnification, (i) by a disinterestedmajority of the Directorsthen in office; or (ii) by a majority of the disinterestedDirectorsthen in office, providedthatthere has been obtained an opinion in writing of independentlegalcounsel to the effectthatsuchDirector or Officerappears to have acted in good faith in the reasonablebeliefthathis or her action was in the best interests of the Foundation. The right of indemnificationherebyprovidedshall not be exclusive of or affect anyotherrights to whichanyDirector or Officermaybeentitled. As used in this section, the terms “Director” and “Officer” includetheir respective heirs, executors and administrators, and an “interested” Director or Officeris one againstwhom in suchcapacity the proceedings in question or anotherproceeding on the same or similar grounds isthenpending. Nothing contained in this section shall affect anyrights to indemnification to whichcorporate personnel otherthanDirectors and Officers maybeentitled by contract or otherwiseunderlaw.

The Board of Directorsmayauthorize the purchase of insurance on behalf of the Foundation’sBoard of Directors, Officers, employees, or other agents againstanyliabilityassertedagainst or incurred by him/herwhich arises out of suchperson’sstatus as a Director, Officer, employee, or agent or out of actstaken in suchcapacity, whether or not the Foundationwould have the power to indemnify the personagainstthatliabilityunderlaw.

If at any time the Foundationisdeemed to be a privatefoundationwithin the meaning of Section 509 of the Internal Revenue Code, then, duringsuch time, no paymentshallbe made underthis Article if suchpaymentwouldconstitute an act of self-dealing or a taxable expenditure, as defined in Section 4941(d) or Section 4945(d), respectively, of the Internal Revenue Code.

If any part of this Section shallbefound in any action, suit or proceeding to beinvalid or ineffective, the validity and the effectiveness of the remaining parts shall not beaffected.

Section 8.6    Loans  to  Directors  and  Officers.    No loansshallbe made by the Foundation to itsDirectors or Officers.

Section 8.7    Conflict of Interest.  The Boardshall, from time to time, adopt and implement a conflict of interestpolicy. Directors have a duty of loyalty to the Foundation and must act in the best interests of the Foundation and not theirownpersonalinterest or even the interest of somethird party. Directors must discloseanyfactsthatmay cause them to beunable or appear to beunable to fullyfulfilltheirduty of loyalty. Afterdisclosing an actual or potentialconflict of interest, directorsshouldleave the meeting while the matterisdiscussed and should not vote on the matter.

Section 8.8   Duration and Dissolution. The period of duration of the Foundationshallbeperpetual, subject to dissolution only in accordance withtheseprocedures. A proposal to dissolve the Foundationshallbe made by a two-thirds vote of the Board. Adoption of suchproposalshallrequire a majority vote of the Members at a Special Meeting called for suchpurpose in accordance with the provisions of theseBylaws, a quorum beingpresent. Upon dissolution of the Foundation, the Directors of the Foundationshall, afterpayment of or due provision for all liabilities and obligations of the Foundation, dispose of all of the assets of the Foundation to one or more benevolent, charitable or educationalorganizationscreated and organized for nonprofitpurposessimilar to those of the Foundation, contributions to which are deductibleunder Section 170(c)(2) of the Code and whichqualify as exempt fromFederalincometaxunder Section 501(c)(3) of the Code, as a majority of the total number of Directors of the Foundationentitled to vote may by vote designate and in such proportions and in suchmanner as maybedetermined in such vote.

Adopted April 9, 2017

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