3 Foundation Board of Directors

Section 3.1 Functions

Except as specifically provided in the Foundation's Articles of Incorporation or these Bylaws, all rights, powers, duties and responsibilities relative to the management and control of the Foundation's property, activities and affairs are vested in the Board of Directors. In addition to the power and authority expressly conferred upon it by these Bylaws and the Articles of Incorporation, the Board of Directors may take any lawful action on behalf of the Foundation which is not by law or by the Articles of Incorporation or these Bylaws required to be taken by another party.

Section 3.2. Number, Selection and Term

The number of Directors which shall constitute the Board of Directors shall be not less than eleven (11) nor more than thirty (30) as determined by the Board of Trustees of Henry Ford Community College. Upon the effective date of this Section 3.2, the Directors of the Foundation shall be the then current Directors of the Foundation. These Directors shall serve for the remainder of the terms for which they were elected and until their successors are appointed and qualified. Thereafter, with the exception of the Ex Officio Directors, their successors shall be those persons who are appointed by the Board of Trustees of Henry Ford Community College, upon the nomination of the Board of Directors of the Foundation and the recommendation of the President of Henry Ford Community College. Persons so appointed shall serve for a three year term and until their successors are elected and qualified. No person serving as a Director, with the exception of an Ex Officio Director, shall be elected for more than two (2) consecutive three year terms without a period of twelve months expiring prior to reelection as a Director.

Section 3.3. Ex Officio Directors

The following persons shall serve as, ex officio, Directors of the Foundation for such period as they hold their positions in each of the offices designated below:

The President of Henry Ford Community College, A Trustee of Henry Ford Community College (as selected by the Board of Trustees of the Henry Ford Community College), The Vice President of College Relations of Henry Ford Community College, and The Executive Director of the Foundation

Section 3.4. Meetings

1. Annual Meetings of the Board of Directors shall be held in the month of May. At such meeting there shall be an election of officers of the Foundation and the transaction of other business which may come before such meeting. There shall be other regular meetings as the Board of Directors shall determine.

2. Special meetings of the Board of Directors may be called by the Secretary of the Foundation upon the request of the Chairperson of the Board of Directors of the Foundation or of not less than one-third (1/3) of the Directors. Meetings of the Board of Directors may be held at any place or places within the State of Michigan.

Section 3.5. Notice of Meetings

1. Written notice shall be given to the Directors at least ten (10) but not more than sixty (60) days prior to any annual or regular meeting of the Board of Directors. Special meetings of the Board of Directors shall be held pursuant to notice of the time, place and purpose thereof, either delivered personally or sent by telephone, telegraph or mail to each Director not less than five days prior to the meeting, and if by telephone or telegraph, confirmed in writing before or after the meeting.

2. Notwithstanding the foregoing, no notice need be given to any person who submits a signed waiver of notice before a meeting, or who attends a meeting without protesting any lack of notice.

Section 3.6. Resignation

A Director may resign by giving written notice to the Secretary of the Foundation, which notice shall immediately be forwarded to the Board of Trustees of Henry Ford Community College. Unless otherwise specified in the resignation, the resignation shall take effect upon receipt by the Foundation, and the acceptance of the resignation shall not be necessary to make it effective.

Section 3.7. Removal

Any Director may be removed at any time, with or without cause, by vote of a majority of the Board of Trustees of Henry Ford Community College.

Section 3.8. Vacancies

All vacancies among the Directors, other than Ex Officio Directors, whether by reason of expiration of term or otherwise, shall be filled by appointment by the Board of Trustees of Henry Ford Community College, upon the nomination of the Board of Directors of the Foundation and the recommendation of the President of Henry Ford Community College. Any Director so appointed shall serve as a Director of the Foundation for the term of the replaced Director and until his or her successor is elected and qualified.

Section 3.9. Quorum and Voting

The presence of one third of the total number of Directors then in office shall constitute a quorum for the. transaction of business. Each Director present shall have one vote. The vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless a greater vote is required by law, or by the articles of incorporation or these Bylaws.

Section 3.10. No Compensation; Expenses

The Directors, as such, shall not be compensated for the performance of services for the Foundation, but may, by resolution of the Board of Directors, be reimbursed for expenses incurred on behalf of the Foundation.