Foundation Board Bylaws

Article II: Members: Board of Regents

Section 1: Qualifications; Tenure

Each member of the Board of Regents of the University System shall become a member of the corporation upon being elected to and qualifying for office as a member of the Board of Regents, and shall remain a member of the corporation until his or her successor shall have been elected to such office and shall have qualified.

Section 2: Annual Meeting

There shall be held an annual meeting of the members as scheduled by the Board of Regents of the University and Community College System of Nevada during which the TMCC Foundation Board of Directors will deliver its annual report.

Section 3: Special Meetings

Special meetings of the members may be called at any time by a majority of the Board of Trustees or by one-third of the members. Special meetings shall be held immediately following and in the same location as any meeting of the Board of Regents of the University and Community College System of Nevada or at such other time and place as may be designated by the authority calling such meeting. Written notice of the time and place of every meeting shall be given or mailed to each member at least fifteen days before the date fixed for the meeting. The purpose of any special meeting of the members shall be stated in such notice.

Section 4: Quorum

A majority of the members shall constitute a quorum at any annual or special meeting of the members, but a smaller number may adjourn from time to time without further notice until a quorum is secured. The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the members, unless otherwise required by law, the Articles of Incorporation, or these bylaws.

Section 5: Participation by Telephone

To the extent permitted by law any member may participate in a meeting of the corporation by means of a conference telephone network or similar communications method by which all persons participating in the meeting can hear each other, and participation in such a fashion shall constitute presence in person at such meeting, if each person participating in the meeting shall sign the minutes thereof, which minutes may be signed in counterparts.

Section 6: Inspection of Books and Records

Each member shall have the right, on written or oral demand, from time to time to examine and photocopy, in person or by agent or attorney, at any reasonable time and for any purpose, all of the books and records of account of the corporation, its last annual and most recently published financial statement, and minutes of all acts and proceedings of the Board of Directors.

Section 7: Transfer of Membership

Membership in the corporation is not transferable or assignable.

Article III: Board of Directors

Section 1: Power and Duties

The business, affairs, and property of the corporation shall be managed by the Board of Directors. Without limiting the general powers conferred by these bylaws and provided by law, the Board of Directors shall have, in addition to such powers, the following powers:

1. From time to time to make and change rules and regulations not inconsistent with law, or with these bylaws, for the management and control of the corporation and its affairs, and of its officers, employees, and agents; to lease, purchase, or otherwise acquire, in any lawful manner, for and in the name of the corporation, any and all real and personal property, rights, or privileges whatsoever which are deemed necessary or convenient for the conduct of the corporation’s business and which the corporation is authorized to acquire upon such terms and conditions as the Board of Directors thinks fit, and in their discretion to pay therefore, either wholly or partially, in any bonds, debentures, or other securities of the corporation.
2. To sell or otherwise to dispose of any real or personal property, rights, or privileges belonging to the corporation, whenever the Board of Directors determines in its discretion that such a disposition would promote the interests of the corporation.
3. To enter agreements and contracts with individuals, groups of individuals, corporations, or governments for any lawful purpose.
4. To supervise and direct the officers, employees, and agents of the corporation and to ensure that their duties are properly performed.
5. To appoint and remove at its pleasure any and all officers, employees, and agents of the corporation, and to prescribe their duties in a manner not inconsistent with these bylaws, and to fix their compensation.
6. To borrow money and otherwise to incur indebtedness and to enter the terms and amount of such indebtedness in the minutes of the Board of Directors, and to evidence such indebtedness by the note of the corporation, and to mortgage the property of the corporation, and otherwise give security for the payment of such indebtedness.
7. To cause to be kept a complete record of all their minutes and acts and of proceeding of the members and of members’ meetings, to cause an annual inspection or audit of the accounts of the corporation to be made by an accountant to be selected by the Board of Directors, and to cause further the issuance of an annual report to the Board of Regents of the University and Community College System of Nevada showing in reasonable detail all of the assets and liabilities of the corporation and its financial condition.
8. To amend, alter, and repeal these bylaws or any part thereof, at any regular or special meeting of the Board of Directors, provided that such bylaws shall be submitted to and approved by a majority of the Board of Regents and the University of Nevada System before they shall become effective.
9. In addition to the powers and authorities expressly conferred upon the Board of Directors by these bylaws, the Board of Directors may exercise all such other lawful powers of the corporation and do all such lawful acts and things in the furtherance of the corporation’s business, as are not by statute, the Articles of Incorporation, or by these bylaws directed or required to be exercised or done by the members.

Section 2: Qualifications: Elections; Tenure

The Board of Directors shall be composed of not less than five and not more than forty Directors who need not be residents of the State of Nevada, provided that 50% or more of the Directors at any time shall not be disqualified persons other than foundation managers, as defined in Section 4946 of the Internal Revenue Code of 1986. The initial Trustees of the corporation shall serve for the terms stated in the Articles of Incorporation. Thereafter, members may appoint Directors in accordance with the terms of this section.

1. Throughout the year, the board may nominate as many names as there are vacancies on the Board of Directors and Directors whose terms are due to expire, or such other number of Directors consistent with the board composition terms of this section. Additional nominations may be made by any Director or any member by means of a written instrument signed by such Director or member, as the case may be, and delivered to the Chair. The Chair shall deliver all nominations to the Directors and to the members as soon as practicable after receipt of such nominations, but in any event no later than the members’ annual meeting. All nominees for election to the Board of Directors shall be elected upon receiving the affirmative vote of a majority of the members at any of the quarterly meetings as well as at the annual meeting. The new Director shall assume office as a Director at the meeting following their approval, and shall serve for a term of two years, renewable, and until their successors shall have been similarly elected and shall have qualified.
2. The following persons shall serve ex officio as members of the Board of Directors, shall be given notice of all meetings of the Board of Directors, and shall be entitled to participate fully in any such meeting, but shall not be counted for purposes of determining the presence of a quorum at any such meeting and shall not be entitled to vote upon any matter submitted to a vote of the Board of Directors.
   
   • 1. President, Truckee Meadows Community College
   • 2. Executive Director, Truckee Meadows Community College Foundation/Institutional Advancement
3. The Board of Directors may, from time to time, provide by resolution for additional persons to serve ex officio as members of the Board of Directors, having the same rights and privileges as are set forth above.
4. No provision of this section shall restrict the right of the members to fill vacancies as is provided elsewhere in this Article III.

Section 3: Annual Meeting

The annual meeting of the Board of Directors shall be held at the principal offices of the corporation at such date or place as the Board of Directors may determine to be more convenient to the conduct of the affairs of the corporation. Written notice stating the place, day, and hour of the meeting shall be given prior to the date fixed for the annual meeting. The annual meeting of the Board of Directors shall be for the purpose of electing officers and for the transaction of such other business as may come before the meeting.

Section 4: Regular and Special Meetings

The Board of Directors may by resolution establish one or more regular meetings at a date and place specified in such resolution. Special meetings of the Board of Directors may be called at any time by the Chair of the Board of Directors or by a majority of the members of the Board of Directors. Special meetings shall be held at such a time and place as may be designated by the authority calling such meeting. Notice of the time and place of every regular or special meeting shall be given to each member of the Board of Directors by ordinary first class mail mailed at least four days, or by notice delivered personally, by telephone, or by telegraph at least forty-eight hours, before the date fixed for the meeting. The purpose of any regular or special meeting of the Board of Directors need not be specified in the notice of such meeting.

Section 5: Quorum

A quorum at all meetings of the Board of Directors shall consist of a majority of Directors then in office, but a smaller number may adjourn from time to time without further notice until a quorum is secured. Except as provided specifically to the contrary by these bylaws, the act of a majority of the Directors in office at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 6: Vacancies

Any vacancy occurring in the Board of Directors may be filled by affirmative vote of a majority of the members at a special meeting of the members called for that purpose. An individual to be elected to fill a vacancy shall be nominated the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of such person’s predecessor in office and shall hold each office until such person’s successor is duly elected and qualified.

Section 7: Committees

The Board of Directors may designate from among its members, by resolution adopted by a majority of the entire board of Directors, standing and ad hoc committees, each of which shall consist of three or more Directors and which shall have and exercise such authority in the management of the corporation as shall be provided in such resolution or in these bylaws.

Section 8: Telephone Meetings

Provided that all notices as required by applicable law shall have been given, any action required by law to be taken at a meeting of Directors, or any committee thereof, or any other action which may be taken at a meeting of Directors, or any committee thereof, may be taken in a meeting in which a quorum is participating by telephonic network or a similar communications method at which members of the public may participate.

Section 9: Removal

Any member of the Board of Directors may be removed by the affirmative vote of a majority of the members or of three-fourths of the Directors then in office whenever in their judgment such removal would serve the best interests of the corporation.

Section 10: Action Without a Meeting

Any action required by law to be taken at a meeting of Directors, or any committee thereof, or any other action which may be taken at a meeting of Directors, or any committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Directors or committee members, which consent may be signed in counterparts.

Section 11: Participation by Telephone

To the extent permitted by law, any member of the Board of Directors or committee thereof may participate in a meeting of such Board or committee by means of a conference telephone network or similar communications method by which all persons participating in the meeting can hear each other, and participation in such a fashion shall constitute presence in person at such meeting, if each persons participating in the meeting shall sign the minutes thereof, which minutes may be signed in counterparts.

Section 12: Compensation

No member of the Board of Directors shall receive any compensation for serving in such office, provided that the corporation may reimburse any member of the Board of Directors for reasonable expenses incurred in connection with service on the Board of Directors. Any such reasonable expenses that are not reimbursed by the corporation shall be regarded as a gift to the corporation. No provision of this section shall be construed as restricting the right of any member of the Board of Directors to receive reasonable compensation for serving the corporation in a capacity other than as a Director.

Article IV: Officers

Section 1: Number

The officers of the corporation shall include a Chair of the Board of Directors, a Vice-Chair, a Secretary, an Assistant Secretary, a Treasurer, and such other officers as the Board shall from time to time deem necessary to elect.

Section 2: Election and Term of Office

The Board of Trustees shall elect and appoint all officers of the Foundation at the annual meeting of the Board of Trustees, which officers shall be installed in office at such annual meeting to serve for the terms of two years and until their successors have been duly elected and qualified. Should there be more than one nominee for a vacancy, the nominee receiving the greatest number of votes shall be declared elected and shall be installed in office at the annual meeting of the Board of Trustees.

Section 3: Removal of Offices

Any officer of the corporation may be removed, either with or without cause, by a majority of the Directors then in office at any regular or special meeting of the Board of Directors. Any change in the position of any officer holding office by virtue of his or her college position shall require approval by the president of Truckee Meadows Community College.

Section 4: Chair

The Chair of the Board of Directors shall preside at all meetings of the Board and shall be an ex officio member of all other committees of the corporation. The Chair shall appoint individuals to such committees of the Board of Directors as are authorized by these bylaws and shall exercise such powers as may be necessary for the efficient and proper performance of said duties.

Section 5: Vice-Chair

In the absence of the Chair, the Vice-Chair shall perform all the duties of the Chair and when so acting shall have all the powers of and be subject to all of the restrictions upon the Chair. The Vice-Chair shall have such other powers and perform such other duties as may be assigned to him by the Board or detailed in these bylaws.

Section 6: Secretary; Assistant Secretary

The Secretary position is an honorary, ex-officio, non-voting position held by the President of Truckee Meadows Community College. The Assistant Secretary shall be an ex-officio, non-voting position, appointed from staff of the corporation by the President of Truckee Meadows Community College and affirmed by the Board of Directors, and accountable to the Chair of the Board. The Assistant Secretary shall keep accurate minutes of the proceedings of any committees and the Board of Directors; shall see that all notices are duly given in accordance with the provisions of these bylaws and the Nevada Open Meeting Law requirements as defined by Nevada Revised Statutes Chapter 241; shall be custodian of the records and of the seal of the corporation, and shall attest the affixing of the seal of the corporation when authorized by the Board of Directors; in general, shall perform all duties incident to such office and such other duties as may from time to time be assigned to such person by the Chair or by the Board of Directors.

Section 7: Treasurer

The Treasurer shall be the principal finance officer of the corporation; shall have the charge and custody of and be responsible for all funds and securities of the corporation; shall deposit such funds in the name of the corporation in such depositories as shall be designated by the Board of Directors; shall keep accurate books of accounts and records of financial transactions and the condition of the corporation; and shall submit such reports thereof as the Board of Directors may from time to time require; and, in general, perform all duties incident to such office and such other duties as may from time to time be assigned to such person by the Chair. The Treasurer shall make an annual written financial report to the corporation at the annual meeting of the Board of Directors. With the approval of the Board of Directors, the Treasurer shall be authorized to engage any firm of certified public accountants to assist in the performance of any of the duties incident to the office.

Section 8: Compensation

The corporation may reimburse any officer or Director of the corporation for all reasonable expenses incurred by such individual in connection with services rendered to or for the corporation affecting one or more of its purposes. Additionally, the Board of Directors may from time to time fix and pay salaries to other officers or employees of the corporation, if deemed in the best interest of the corporation.

Section 9: Vacancies

A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Article V: Contracts, Loans, and Deposits

Section 1: Contracts

The Board of Directors may 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 may be general or confined to specific instances. Contracts, letters of intent, or any other agreement that might otherwise financially obligate the corporation may be authorized by the President of Truckee Meadows Community College in amounts up to and including $25,000, as long as the expenditure falls within the approved budget. All other contracts or letters of intent or financial obligation, or combination of agreements to the same party in excess of $25,000 must have prior approval of the Board of Directors.

Section 2: Loans

No loans shall be contracted for on behalf of the corporation and no evidence of indebtedness shall be issued in the name of the corporation unless authorized by a resolution of the Board of Directors. Such authority shall be confined to specific instances. No loan shall be made to any officer or Director of the corporation.

Section 3: Checks, Drafts and Notes

All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness 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.

Section 4: Deposits

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other custodians as the Board of Directors may select.

Section 5: Investment Managers

The Board of Directors shall have the authority to designate any bank, trust company, brokerage firm, or investment advisor to manage the assets and investment of the assets of the corporation.

Section 6: Fiscal Year

The fiscal year of the corporation shall begin on July 1 of each year and end on June 30 of each succeeding year.

Article VI: Property

The property of the corporation, unless otherwise directed by donors, shall be held and applied in promoting the general purposes of the corporation declared in its Articles of Incorporation. No property, including real estate, belonging to the corporation shall be conveyed or encumbered except by authority of a majority vote of the Board of Directors of the corporation. Any such conveyance or encumbrance shall be executed by the Chair in the name of the corporation, and such instrument shall be duly attested and sealed by the Secretary/Treasurer of the corporation.

Article VII: Indemnification

Section 1: Generally

To the fullest extent permitted by Nevada law, the corporation shall defend and indemnify any person for any liability or claim made or threatened, any pending or completed action, suit or proceedings (whether brought by or in the right of the corporation or otherwise) by reason of the fact that such person is or was a Director, trustee, member, officer, employee and/or agent of the corporation or who is or was serving at the request of the corporation as a Director, trustee, officer, employee and/or agent of another corporation or entity, against judgments, penalties, fines, liabilities, settlements and reasonable costs and expenses (including reasonable attorneys' fees) actually incurred by such person in connection with such action, suit or proceeding. In addition, the Board may, at any time, approve indemnification of any person which the corporation has the power to indemnify under Nevada law. The indemnification provided by this section shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract or by vote of the Board of Directors of the corporation.

Section 2: Insurance

The corporation has insurance for defense and indemnification of any director or volunteer to the extent provided by applicable law through NSHE as long as the director is registered as a volunteer with the TMCC Human Resources office and has completed the NSHE Terms of Employment for Volunteer/Adjunct/Clinical Faculty and to the extent provided in that document.

Section 3: Disclosure to the Board of Directors

Any indemnification made by the corporation for or on behalf of any Director, trustee, member, officer, employee, agent or other person or entity provided under this section shall be reported in writing to the Board of Directors by the Chair and made an agenda item for the next meeting of the Board of Directors. The report shall contain a brief description of the proceeding involving the person indemnified and the nature and extent of such indemnification.

Article VIII: Dissolution

Upon dissolution or other termination of the corporation, any assets remaining after all debts of the corporation have been paid shall be disposed of as provided in the Articles of Incorporation.

Article IX: Purpose

These bylaws are adopted for the sole purpose of facilitating the discharge, in an orderly manner, of the purposes of the corporation. These bylaws shall never be construed in any such way as to impair the efficient operation of the corporation.