Bylaws of the Board of Directors Of

SHORELINE COLLEGE FOUNDATION BYLAWS

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BYLAWS OF THE BOARD OF DIRECTORS OF

THE SHORELINE COLLEGE FOUNDATION

ARTICLE I Name, Authority, and Registered Office

1.1The name of the Corporation shall be the Shoreline College Foundation, hereinafter referred to as the “Foundation.”

1.2The Bylaws shall govern the operation of the Foundation in accordance with the Articles of Incorporation and the laws of the state of Washington.

1.3The principal office of the Foundation is at 16101 Greenwood Avenue North, Seattle, Washington 98133. The Foundation may have subsidiary offices within the state of Washington as determined by the Board of Directors.

ARTICLE IIDuration

The duration of this Foundation shall be perpetual.

ARTICLE III Purposes

3.1The purposes of the Foundation shall be those set forth in the Articles of Incorporation of the Shoreline College Foundation

3.2Consistent with the purposes of the Foundation as stated in the Articles of Incorporation, the Foundation shall:

1. Maintain an active organization which extends encouragement and opportunity to those desiring to participate in activities which promote the objectives of the Foundation,
2. Be a repository for community contributions, memorials, and bequests and any other funding, which is donated or granted toward the more complete realization of the Foundation’s goals.

ARTICLE IVPowers and Limitations

4.1The powers and limitations of the Foundation shall be those as set forth in the Articles of Incorporation of the Shoreline College Foundation.

4.2The Board of Directors may delegate by a majority vote of that body to any person, committee, or council the power to accept or to decline gifts in any form, real or personal property in any form, endorsements or legacies in any form, or bequests in any form on behalf of the Foundation.

4.3The Board of Directors shall not delegate its power to select its directors, to approve its budget, or to allocate its funds.

ARTICLE VDefinitions

The word “Foundation” as hereinafter used in these Bylaws refers to Shoreline College Foundation, the word “College” refers to Shoreline Community College, and the word “Board” refers to the Board of Directors. The term “ex officio” shall be interpreted to mean without vote.

ARTICLE VIBoard of Directors

6.1The Board of Directors shall advise the Executive Committee on the management of the affairs and activities of the Foundation

6.2Composition

1. The Board of Directors may vary in number of positions from five (5) to twenty-five (25) dependent upon the need and best interests of the College as interpreted by the current board of Directors of the Foundation. Each member shall be entitled to one (1) vote.

6.3Ex Officio and Other Special Non-Voting Members

The following persons shall serve as ex officio members of the Board:

1. Chairperson, Board of Trustees, Shoreline Community College or his/her designee
2. President, Shoreline Community College
3. Development Officer, Shoreline Community College

d.The Board, through its Committee on Directors, may elect as honorary members rather than active members of the Board, selected persons whose membership would reflect honor upon the foundation and the College.

e.The Board, through its Committee on Directors, may from time to time, elect selected persons who have served with distinction as active members of the Board. Such persons would be designated as Director Emeritus.

6.4Election of Directors

New members of the Board of Directors and of the Executive Committee may be elected at any regular or special meeting of the Board of Directors upon recommendation of the Committee on Directors or by the action of a majority of the voting members of the Board present.

6.5Conflict of Interest

Where a member of the Board of Directors may be related in any way to any firm or organization with which the Foundation may do or may consider doing business, that relationship shall be disclosed by the member to the Board or to the Executive Committee, as appropriate. Where his/her business or other relationship may be involved in a financial transaction, the transaction shall be made as a result of competitive bidding or other objective measure in the best interests of the Foundation. The member concerned may properly participate in such discussions, may be counted in the quorum, but shall not vote in the final decision.

6.6Term of Office

1. Elected members shall serve terms of three (3) years.

1. To facilitate the orderly rotation of members, terms of office should be staggered.

6.7Vacancies

The Board may from time to time, fill vacancies caused by the regular ending of a member’s term, death, resignation, or for any other reason upon recommendation of the Committee on Directors. Elections to fill such vacancies, other than those caused by the regular expiration of a member’s term, shall be for the remainder of the unexpired term in which the vacancy exists; and if the remainder of the term is for more than one (1) year, then said remainder shall count as a full term in determining eligibility for reelection.

6.8Removals

Any director may be removed from office for any cause by a majority vote of the Board of Directors at a regular or special meeting of the Board.

6.9Indemnification4/30/90

Every person who s or has been a director, office, employee member, or uncompensated agent of the Foundation shall be

1. Defended, held harmless, and indemnified by the Foundation against any judgments penalties, fines, settlement and reasonable expenses actually incurred, in connection with any claim, action, or proceeding to which such person is, was, or is threatened to be, a party by reason of the fact that such person is or was a director, officer, employee, member, or uncompensated agent of the Foundation and

1. Provided reimbursement or payment by the Foundation of such expenses in advance of final disposition of such claim, action, or proceeding to the fullest extent that such defense, hold harmless, indemnification, reimbursement or payment is authorized or allowed by the laws of the state of Washington.

6.10Compensation

The directors shall not receive compensation for their service as such, but may be reimbursed by the Foundation for any reasonable authorized expenses incurred by them in the performance of their duties as members.

6.11Hold Harmless4/30/90

To the full extent that the Washington Non-profit Corporations Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors or officers, as director or officer of the Foundation shall not be liable to the Foundation or its members for monetary damages for conduct as a director or officer. Any amendments to or repeal of this Article 6.11 shall not adversely affect the right or protection of a director or officer or the Foundation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal.

ARTICLE VIIOfficers of the Foundation

7.1The officers of the Foundation shall consist of a Chairperson, a Vice Chairperson, a Secretary, a Treasurer, and such other officers as the Board shall from time to time determine.

a.Chairperson

The powers and duties of the Chairperson are:

1)To preside at and call all meetings of the Board of Directors

2)To chair the Executive Committee and be an ex-officio member of all other committees

3)To appoint all standing and ad hoc committees of the Board annually, subject to the approval of the majority of the members of the Board, after receiving recommendations of the Committee of Directors

4)To affix the signature of the Foundation to all papers and instruments in writing that may require the same, and to supervise and control, subject to the direction of the Board of Directors, all of the officers and employees of the Foundation, and to exercise the powers and duties permitted by law to be exercised by the Chairperson of such Foundation which are not inconsistent with the Articles of Incorporation and Bylaws of this Foundation

5)If the Chairperson and Vice Chairperson are not present at any meeting of the Board of Directors or of the Executive Committee, the Chairperson may designate a member of the Foundation to preside in their absence.

1. Vice Chairperson

1)In the absence or disability of the Chairperson, the Vice Chairperson shall perform all the duties of the chairperson and when so acting, shall have all the powers of and limitations of the Chairperson

2)The Vice Chairperson shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors.

1. Secretary

The Powers and duties of the Secretary are:

1)To keep a full and complete record of the proceedings of the Board of Directors

2)To keep the seal of the Foundation and to affix the same to all instruments which may require it

3)To countersign all papers and instruments in writing that may require the signature of the Secretary

4)If the Chairperson or, in his/her absence or disability, the Vice Chairperson shall fail or refuse to call a meeting of the Board of Directors upon written request of a majority of members of the Board of Directors, it shall be the duty of the Secretary to call such meetings

5)To serve and publish all necessary and proper notices. In the case of the absence of the Secretary or his/her inability, refusal, or neglect to serve or publish any notice, then such notice may be served or published by an Assistant Secretary, the Chairperson, Vice Chairperson, or Chairperson pro tem, or any person authorized by any of them, or by the Board of Directors

6)Generally to do and perform all such duties as may pertain to his/her office and as may be required by the Board of Directors and may be given or imposed by law upon the Secretary of such Foundation, provided such powers and duties are not inconsistent with the Articles of Incorporation or these Bylaws.

Treasurer

The powers and duties of the Treasurer shall be:

1)To keep safely all moneys of the Foundation which may be deposited with such Treasurer from time to time;

2)To draw, accept, sign, make, endorse, negotiate, and dispose of all or any bills of exchange, promissory notes, checks, drafts, and orders for payment of money

3)To pay and receive all moneys and give acquaintance for the same

4)To discount or deposit with or transfer to banking concerns any negotiable paper, stocks, bonds, and other securities

5)To countersign the promissory notes of the Foundation

6)To supervise and control the keeping of the accounts and books of the Foundation

7)To do and to perform all such other duties as pertain to his/her office and as may be required of him/her by the Board of Directors.

7.2Election, Terms, and Duties of Officers

The Chairperson, the Vice Chairperson, the Secretary, and the Treasurer shall be elected at the annual meeting of the Board. The officers so elected shall serve a term of two (2) years and until their successors are elected and qualified. The Chairperson shall not be eligible to serve more than three (3) consecutive terms.

7.3Incapacity

In the event of absence or disability of any officer, or for any other reasons that the Board may deem sufficient, the Board may delegate for the time being, in whole or in part, the powers or duties of such officer to any other officer or to any other person otherwise qualified to perform the required duties.

7.4Authority to Function

The Executive Director shall initiate and/or conduct the ordinary and reasonable daily business of the Foundation as prescribed in these Bylaws and/or authorized resolution or the Executive Committee and/or the Board.

Unless otherwise authorized by the Board to do so, the Executive Director shall have no authority to bind the foundation by contract relation involving matters not ordinarily a matter of daily business of the Foundation.

ARTICLE VIII Membership

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8.1Number of Members

There shall be no limit to the number of members in the Foundation.

8.2Eligibility

A person or corporation shall become a member of the Foundation and shall retain such membership upon their annual contribution to the Foundation.

8.3Classification of Membership

Classification of membership shall be as described by the Foundation Board of Directors in the best interest of the Foundation

ARTICLE IX Meetings

9.1Regular

The Board shall meet four (4) times each year on call of the Chairperson.

9.2Annual

The first regular meeting of each year shall be the annual meeting of the Board, unless duly changed by vote of the Board.

9.3Special

The Chairperson may call special meetings, and shall call a special meeting upon the written request of a majority of the members. The purpose(s) for such meetings shall be announced at the time of the call.

9.4Notice and Waiver of Notice

Notice of all meetings of the Board shall be mailed to members at their respective last known preferred address at least ten (10) days before any regular or special meeting.

Nothing herein contained shall prevent the members from waiving, in writing, notice of any meeting.

9.5Quorum

At all meetings of the Board, a majority of the voting members shall be necessary and sufficient to constitute a quorum for the transaction of business; and the act of a majority of the voting members present in person at any meeting at which there is a quorum shall be the act of the Board.

ARTICLE X Committees

10.1Standing Committees

These committees shall include the Executive Committee, the Committee on Directors, the Resource management Committee, the Resource Development Committee, the Committee on Grants Policies, and such other standing committees as the Board may from time to time create.

1. Executive Committee

The Executive Committee shall consist of all officers of the Board and chairpersons of the committees. The Chairperson of the Board shall be Chairperson of this Committee. The Committee shall have general responsibility to exercise the power and authority of the Board between meetings of the Board, such actions to be ratified and discussed at the next regular meeting of the Board.

The Committee shall have specific duties of general Foundation management oversight and evaluation.

Generally, the Committee shall not act on matters which are the responsibility of standing committees for review, study, and recommendation.

1. Committee on Directors

The Committee shall have the responsibility:

To assess continually and to appraise Board organization, operation, membership, and attendance to insure maximum effectiveness; and to make such recommendations from time to time as, in its judgment, will help to accomplish the objectives of the Board.

To maintain a candidate list through a constant search, and to identify individuals best able to serve the Foundation as a director;

To prepare and to maintain a program of orientation for new directors;

To make nominations for membership on the Board and for such offices and committees as required in the Bylaws and policies of the Foundation.

1. Resource Management Committee

During the interval between meetings of the Board, this Committee shall have the power to authorize the investment or reinvestment of funds of the Foundation, or to invest or reinvest them; to direct the purchase, sale or exchange of securities and property of the Foundation, excepting, however, property used for the support of the Foundation’s executive functions; to employ and retain agents, consultants, counselors, investment advisors with discretionary investment powers, financial advisors and other special counsel related to the performance of these duties; and to cause an examination to be made annually of the books and accounts of the Foundation by an independent auditors selected by the Board on the recommendation of the Committee. The Chairperson of the Committee shall report the results of such audit to the Board. Any action of the Committee shall be submitted for the review and approval of the Board.

1. Resource Development Committee

The committee shall be responsible for the creation, implementation, and evaluation of all programs and personnel in the communication, fund raising, and office support functions.

The leadership required for stimulating increased and continuous philanthropic support from the private sector shall begin with and continue under the auspices of this Committee, including all volunteers, committees, and special capital, and estate and planned gift support shall be sustained. Public relations, communications, reporting and research systems shall be coordinated with College operations where possible and where the Foundation obtains schedule priority.

1. Committee on Grants Policies

This committee shall be responsible for the recommendation of policies and the implementation and evaluation of procedures governing grants by the Foundation for the support of college programs and functions.

It shall serve as liaison with the College in the receipt of financial requests for support; evaluate these against policies;, availability of funds, and potential for support; and recommend to the Executive Committee or the Board, as appropriate, which programs should be initiated and, subsequently, which grants should be made to the College.

The Board may from time to time, authorize special guidelines and/or authority to the Committee or to specific persons for considering and/or making certain categories of grants.

10.2Other Committees

The Board may provide for such other committees as may be deemed needful and may determine the selection of members thereof and prescribe their duties.

ARTICLE XI Program and Fiscal Management

11.1Fiscal Year

The fiscal year of the Foundation shall be the calendar year.

11.2Program Policies

Policies and procedures shall be approved by the Board which governs general and specific business operations, and shall be placed in a policy manual independent of these Bylaws and maintained as current standard operating procedures.

11.3Appointment of Executive Director and Other Staff

An Executive Director shall be chosen by the board to serve as chief operating officer of the foundation and chief staff officer of the Board and of all Board committees. The Executive Director shall serve at the pleasure of the Board.

With the approval of the Board, the Executive Director shall designate a staff member to assume the duties and responsibilities of the Executive Director In the latter’s absence, and who shall be authorized to perform all duties attending that office. In addition, the Executive Director may be authorized by the Board to employ other support staff or service as and when required.

At the discretion of the Board, any or all officers, agents, or employees may be required to give bond for the faithful performance of his/their fiduciary duties in such amount and with such sureties as the Board may prescribe.

11.4Reports

The Executive Director shall prepare periodic reports of all receipts, disbursements, transactions, and end-of-period balances to the Resource Management Committee. At the annual meeting, the Chairperson of the Resource Management Committee shall make an annual report of all business conducted by the Foundation.