8 Foundation Article VIII

1. As used in this Article the term "volunteer director" shall have the same definition as set forth in Section 110(2) of the Michigan Nonprofit Corporation Act, as the same presently exists or may hereafter be amended (the "Act")

2. To the fullest extent permitted under the Act, a volunteer director of the Foundation shall not be personally liable to the Foundation for monetary damages for a breach of the director's fiduciary duty. However, this provision does not eliminate or limit the liability of a director for any of the following:

   1. a breach of the director's duty of loyalty to the Foundation;

   2. acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

   3. a violation of Section 551(1) of the Act;

   4. a transaction from which the director derived an improper personal benefit; or

   5. an act or omission that is grossly negligent.

A volunteer director of the Foundation shall only be personally liable for monetary damages for a breach of fiduciary duty as a director to the Foundation to the extent set forth in number 2.

3. To the fullest extent permitted under the Act, the Foundation assumes all liability to any person other than the Foundation for all acts or omissions of a volunteer director occurring on or after the date this Article becomes effective in accordance with the pertinent provisions of the Act, incurred in the good faith performance of the volunteer director's duties as such. A claim for monetary damages for such a breach of a volunteer director's duty to any person other than the Foundation shall not be brought or maintained against a volunteer director; but such a claim shall be brought or maintained instead against the Foundation, which shall be liable for the breach of the volunteer director's duty. Notwithstanding anything to the contrary immediately above, this Section 3 shall apply and have force only if, and as long as, the Foundation is exempt from Federal income tax pursuant to Section 50l(c)(3) of the Code or is eligible to be exempt from Federal income tax pursuant to Section 50l(c)(3) of the Code.

4. Any repeal, amendment or other modification of this Article shall not adversely affect any right or protection •Of a director of the Foundation existing at the time of such repeal, amendment or other modification. If the Act is amended after this Article becomes effective, then the liability of directors shall be eliminated or limited to the fullest extent permitted by the Act as so amended.

These Restated Articles of Incorporation were duly adopted as of September 18, 1995, for effect beginning October 1, 1995, in accordance with the provisions of Section 642 of the Act. These Restated Articles of Incorporation restate, integrate, and do further amend the provisions of the Articles of Incorporation, and were duly adopted by vote of the members. The necessary number of votes were cast in favor of these Restated Articles of Incorporation.

Signed this 18th day of September, 1995.

HENRY FORD COMMUNITY COLLEGE FOUNDATION

By: Sharon L. Dulmage

Chairperson of the Henry Ford Community College Board of Trustees

These Restated Articles of Incorporation were duly adopted as of September 14, 1995, for effect beginning October 1, 1995, in accordance with the provisions of Section 642 of the Act. These Restated Articles of Incorporation restate, integrate, and do further amend the provisions of the Articles of Incorporation, and were duly adopted by vote of the members. The necessary number of votes were cast in favor of these Restated Articles of Incorporation.

Signed this 14th day of September, 1995.

HENRY FORD COMMUNITY COLLEGE FOUNDATION

By: Wallace B. Smith

Chairperson of the Board of Directors of Henry Ford Community College Foundation