Article II. Members
 
Section 2. Functions--There shall be no members. Except as otherwise provided by law or these bylaws, all corporate powers shall be exercised by or under the authority of the board of trustees. The trustees shall elect and may remove trustees.
  
Section 3. General--The provisions of Article III governing the number, election and term of office, meetings, and resignation, removal, and vacancies of the trustees (Sections 4,5,6 and 7) shall govern unless otherwise provided by law or these bylaws in respect to the trustees.

Section 4. Number--There shall be such number of trustees, not less than nine nor more than 150, as may be fixed by the trustees at any meeting thereof.

Section 5. Election and Term of Office--Trustees shall be elected by a majority vote of the board members present at any meeting of the board where a quorum is present. The term of office of each trustee shall be as follows:

a. Trustees Elected in September 1975--The term of office of each trustee elected in September 1975 shall be one (1) year and until the election and qualification of his/her successor.

b. Trustees First Elected After September 1975--The term of office of each trustee first elected after September 1975 shall be five (5) years from the beginning of his/her election (whether or not his/her predecessor completed his/her term) and until the election and qualification of his/her successor. Trustees so elected may be reelected but for no more than one successive term of five (5) years. Thereafter trustees so elected may hold office for additional terms only if they shall have been out of office for at least one (1) year before each additional term. Notwithstanding, the foregoing provisions of this subparagraph (b), while a president first elected after September 1975 is serving as a trustee, he/she may be reelected to any number of successive terms as trustee, provided that his/her term shall expire when he/she ceases to be president.

Section 6. Meetings

a. Place of Meeting--Meetings of the board of trustees shall be held at such place with or without the State of Tennessee designated in the notice of meeting.

b. Schedule of Meetings--The annual meeting of trustees shall be held on the second Friday of November or on such other date as the trustees by majority vote at a meeting thereof or by majority written consent may designate. There may be such other regular meetings of the board of trustees as may be scheduled by the executive committee. Special meetings of the board of trustees may be called at any time by the executive director upon request by the chair of the board, the president, or not less that one-third of the trustees.

c. Notice of Meetings--Notice of all meetings shall be given at least seven days prior to the date thereof. Notice in each case shall specify the place, day, and hour of the meeting, and in the case of a special meeting, the purpose or purposes thereof, provided that these bylaws may be neither amended nor repealed nor may new bylaws be adopted at any meeting unless the notice of such meetings shall contain a description of the proposed changes. The provisions of Section 32 shall govern in respect to such notice, which shall be given by the executive director, or in the absence or failure of the executive director to act, by an officer designated by the chair of the board of trustees, or the president.

d.  Consent to Meetings--The transactions taken at any meeting, however called and noticed, and wherever and whenever held, shall be as valid as though taken at a meeting duly held in accordance with the other provisions of these bylaws, if a quorum be present.

e. Organization of Meetings—At each meeting of the board of trustees, the chair of the board shall preside. The chair may appoint a vice chair to preside in his/her absence, or if he/she fails to do so, the trustees shall appoint one of their own number to preside. The executive director of the Foundation shall be responsible for recording the proceedings of all meetings as provided in Section 26.

f. Meetings to be Open—All meetings of the board of trustees, and all records of such meetings, shall be open to the public and the news media at all times, but the participation in such meetings, and the writings of such records, shall be specifically reserved for the elected trustees and such other persons as may be designated for administrative purposes by the trustees.

g. Quorum at Meetings—Twenty-five percent of the total number of trustees shall constitute a quorum for the transaction of business at any meeting, and except as otherwise provided by law or these bylaws, the act of a majority of the trustees present at any meeting at which a quorum is present shall be the act of the board of trustees. In the absence of a quorum, a meeting may be adjourned by a majority of the trustees present until such time as a quorum may be obtained. Each trustee at a meeting is entitled to one vote and no proxies may be exercised at trustees’ meetings.

h. Action Authorized Without a Meeting—If the trustees shall severally and/or collectively consent in writing to any action to be taken by the Foundation, such action shall be as valid a corporate action as though it had been authorized at a meeting of the board of trustees. Any such consent shall be filed with the executive director of the Foundation. The authorization provided in this Section 6(h) shall not apply to any action to be taken by the trustees.

i. Withdrawal from Meetings—During the consideration of a proposed grant or appropriation by the board of trustees or a committee thereof, any trustee who is an officer, director, trustee, member, employee, or who has a special interest in, or stands to benefit from said grant or appropriation, shall withdraw from the meeting when discussion or vote on the grant or appropriation is under way. However, his/her withdrawal shall not be deemed to affect the existence of a quorum.

Section 7. Resignation, Removal and Vacancies—Any trustee may resign at any time by giving written notice to the chair of the board, the president, the executive director, or the board of trustees. Such resignation shall take effect at the time specified therein. If any trustee should render his resignation to take effect at a future time, the trustees shall have the power to elect a successor to take office at such time as the resignation shall become effective. Any trustee may be removed by a vote of three-fourths of all trustees at a special meeting of the trustees called for that purpose. Any vacancy resulting from resignation, removal, or any other cause may be filled by a majority of the remaining trustees, even if less than a quorum, at any meeting thereof.

Section 8. Compensation—The trustees shall not receive any compensation either in kind, monies, or services, but shall bear their own expenses in attending meetings and performing their duties. No trustee shall serve the Foundation in any capacity for which he/she shall receive compensation from the Foundation for any such service.

Section 9. Creation, Membership, etc.—There shall be the following standing committees; executive committee, endowment committee and investment committee, which committees shall possess and exercise such authority in the management of the business of the Foundation between meetings of the board of trustees as the board shall determine and set forth in a resolution or resolutions. The board of trustees may from time to time appoint such other standing or special committees as it may deem desirable, and shall provide for their powers and duties.

Each member of a standing committee shall be appointed by the president from among the board of trustees for a term of one year or until he/she ceases to be a trustee or until the election and qualification of his/her successor. Except as otherwise provided by the bylaws, the president shall designate the chair of each committee. Each committee shall, to the extent not otherwise determined by the board of trustees or provided in these bylaws, determine its own rules (except as set out by Roberts Rules of Order), and shall submit to the board of trustees at each meeting a written report on the actions, if any, which such committee may have taken since the previous meeting of the board of trustees, which actions shall be subject to revision or alteration by the board of trustees, provided, however, that no rights of third parties shall be affected adversely by such revision or alteration.

Section 10. Executive Committee—The executive committee shall consist of the chair of the board, the president, who shall be chair of said committee, vice president, general counsel, treasurer, secretary and not less than six nor more than nine additional trustees. The additional trustees shall be appointed by the president for a term of one year and, unless serving as an officer, may serve no more than three consecutive years. The executive director shall serve as an ex-officio/non-voting member of this committee and will be responsible for the recording the proceedings of all committee meetings. The act of a majority of the members of the executive committee present at any meeting at such a quorum is present shall be the act of the executive committee. The executive committee shall possess and exercise the authority of the board of trustees in the management of the business of the Foundation between meetings of the board. Trustees who are not members of the executive committee may attend meetings of the committee but shall have no vote.

Section 11. Endowment Committee—The endowment committee shall be responsible for planning, directing, and controlling the fund-raising efforts of the Foundation, subject to the approval of the board of trustees.

Section 12. Investment Committee—The investment committee shall be responsible for investment policies of the Foundation, subject to the approval of the board of trustees. The investment committee also shall be responsible for such other fiscal matters as the board of trustees may determine from time to time.

Section 13. Number—The officers of the Foundation shall be: chair of the board, president, vice president, general counsel, secretary, treasurer, executive director and such other officers as may be appointed in accordance with the provisions of Section 15.

Section 14. Elections, Term of Office, and Qualifications—Each officer, except such officers as may be appointed in accordance with the provisions of Section 15 of these bylaws, shall be chosen annually by the board of trustees, and each shall hold office until the selection and qualification of his/her successor. Membership on the board of trustees shall not be a prerequisite to serving as an officer. No officer may occupy two or more offices at the same time, except that the offices of secretary and treasurer may be combined into one office. No officer shall execute, acknowledge, or verify any instrument in more than one capacity.

Section 15. Appointment of Officers, etc.—The board of trustees or the executive committee, may appoint other officers or agents, each of whom shall hold office for such period, have such powers and perform such duties as may be provided for by these bylaws or as the board of trustees or the executive committee may determine.

Section 16. Removal—Any officer may be removed by the board of trustees at any meeting thereof. Any officer appointed in accordance with the provisions of Section 15 also may be removed by the executive committee at any meeting thereof.

Section 17. Resignation—Any officer may resign by giving written notice to the board of trustees, to the president, or to the executive director. Such resignation shall take effect at the time specified therein and acceptance shall not be necessary to make it effective.

Section 18. Vacancies—Any vacancy in any office caused by resignation, removal, or any other cause, may be filled for the unexpired portion of the term of that office by the executive committee. A vacancy in any office governed by the provisions of Section 15, because of resignation, removal, or any other cause, also may be filled for the unexpired portion of the term of that office by the executive committee.

Section 19. Chair—The chair of the board shall preside at all meetings of the board of trustees and shall perform such other duties as the board of trustees may determine from time to time.

Section 20. President—The president shall be the chief executive officer of the Foundation, shall preside at all meetings of the executive committee, and shall exercise general supervision of all operations and personnel of the Foundation, subject to the direction or approval of the board of trustees or the executive committee. The president shall be a member of all committees.

Section 21. Vice President—The vice president, in addition to having such powers and duties as the board of trustees, the executive committee, or the president may determine from time to time, shall temporarily exercise the duties and powers of the president in the event of the death or disability of the president, or when designated to do so by the board of trustees, the executive committee, or the president, except that the vice president shall not perform the duties and powers of the president as a trustee or as a member of any committee of the board of trustees.

Section 22. Other Vice Presidents—Vice presidents in charge of other activities of the Foundation, shall, under the direction of the president, develop and administer programs, subject to the approval of the board of trustees or the executive committee. Such vice presidents have the same powers and duties as the board of trustees, the executive committee, or as the president may determine from time to time.

Section 23. Secretary—The secretary may serve as a member of the executive committee. The secretary also will perform other duties as may be assigned from time to time by the board of trustees, the executive committee, the chair, or the president, but shall not have a general administrative duties, those being the responsibility of the executive director. The secretary shall sign in the capacity of secretary when and as required by law.

Section 24. General Counsel—The general counsel shall be the chief legal officer of the Foundation and shall coordinate all legal matters of the Foundation, subject to the direction or approval of the board of trustees, the executive committee, or the president. The general counsel shall perform the duties usually performed by the president. The general counsel shall perform the duties usually performed by the chief legal officer of a corporation and such other duties as may be assigned from time to time by the board of trustees, the executive committee, chair or president.

Section 25. Treasurer—The treasurer shall be the chief administrative officer of the Foundation with respect to financial affairs, shall be responsible for the receipt, custody, and disbursement of Foundation funds and other assets, and shall be custodian of the financial records of the Foundation. The treasurer shall be subject to the direction of and shall have such other duties as may be assigned from time to time by the board of trustees, the executive committee, investment committee, chair, or president. The treasurer shall give such bond for faithful discharge of his duties as the board of trustees may require.

Section 26. Executive Director—The executive director shall record in books provided for that purpose, all proceedings of the meetings of the Foundation, including those of the board of trustees, executive committee, endowment, and investment committees; shall see that all notices are duly given in accordance with the provisions of these bylaws and as required by law; shall be the custodian of the records; shall see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed, and available for inspection by any member of the board of trustees at reasonable times, and in general, the executive director shall perform all duties of an administrative nature and those incident to the office of executive director and such other duties as may be assigned from time to time by the board of trustees, the executive committee, chair or president.

Section 27. Corporate Seal—The corporate seal of the Foundation shall consist of the following: "APSU Foundation, Corporate Seal 1975, Tennessee," which may be impressed on the logo of the Foundation in the form attached to these bylaws.

Section 28. Contracts, etc. How Executed—The board of trustees, or the executive committee, except as may be otherwise provided in these bylaws, may authorize any officer or officers, employee or employees, agent or agents, to enter into any contract or execute and deliver any contract or other instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances. Unless authorized to do so by these bylaws, the board of trustees or the executive committee, no officer or agent or employee shall have any power or authority to bind the Foundation by any contract or engagement, or pledge its credit, or to render it liable pecuniarily for any purpose or in any amount.

Section 29. Checks, Drafts, etc.—All checks, drafts, or other evidences of indebtedness issued in the name of the Foundation shall be signed or endorsed by such officer or officers, employee or employees, agent or agents of the Foundation shall be determined from time to time by the resolution of the board of trustees, the executive committee, or the investment committee, or in the case of the working accounts of the Foundation, by the president, the vice president, or the treasurer, if and to the extent that such power shall have been delegated to them, or one of them, by the board of trustees, the executive committee, or the investment committee. Each of such officers or employees or agents shall give such bond as the board of trustees or such committee may require.

Section 30. Deposits—All funds of the Foundation not otherwise employed shall be deposited from time to time to the credit of the Foundation in such banks, savings and loan associations, or other depositories as may be designated from time to time by the board of trustees, or a committee of the board of trustees to which it may delegate such power, or any officer or officers, employee or employees, agent or agents of the Foundation to whom such power may be delegated by the board of trustees or by such committee, and for the purpose of such deposit, all checks, drafts, and other orders for the payment of money which are payable to the order of the Foundation, may be endorsed, assigned, and delivered by an officer of the Foundation or in such other manner as may be determined from time to time by resolution of the board of trustees or of such committees of the Foundation.

Section 31. Identification—The foundation shall indemnify any and all of its trustees or offices or former trustees or officers 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 which it is a creditor against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they or any of them are made parties, or a party by reason of being or having been trustees or a trustee or officers or an officer of the Foundation, or of such other corporation except in relation to matters as to which any such trustee or officer or former trustee or officer or person shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as to be settled by agreement predicated on the existence of such liability.

Section 32. Notices, Waiver of Notices—Whenever notice of a meeting is required to be given to any trustee by law or these bylaws, it may be given by the executive director or any officer designated by the chair of the board or the president by sending a written communication by mail, telegram or other form of delivery, addressed to the trustee entitled thereto at his address as it is shown on the Foundation’s records. In cause such notice is mailed or telegraphed, it shall be deemed given at the time when the same shall be deposited in the United States mail or delivered to the office of the common carrier. Such mail, telegraphing, or delivery as herein provided shall be due, legal, and personal notice to such trustee.

A trustee may waive such notice, either before or after the meeting of which notice is required to be given, and such waiver in writing, signed by the person entitled to notice or by telegram, shall itself be deemed equivalent to notice. All waivers shall be filed with the records of the Foundation.

Article VIII. Amendments

Section 33.  Amendments--Subject to the provisions of Section 6© and 32 of these bylaws, any of these bylaws may be amended or repealed and new bylaws may be adopted at any meeting of the board of trustees by a majority vote of all trustees, provided that no change of the bylaws shall affect the qualifications and term of office of any trustees during the balance of the term of office.