LAKE-SUMTER STATE COLLEGE FOUNDATION, INC. BYLAWS TABLE OF CONTENTS

LAKE-SUMTER STATE COLLEGE FOUNDATION, INC. BYLAWS TABLE OF CONTENTS INTRODUCTION GOALS ii iii BYLAWS 1-4 DUTIES AND RESPONSIBILITIES OF COMMITTEES Executive Committee 4 Finance/Investment Committee 5-6 Scholarship Committee 6 Projects Committee 6 Fundraising Committee 6 Endowment/Planned Giving Committee 6 Nominating Committee 6 Performing Arts Committee 7 Alumni Committee 7 Ad Hoc Committees 7 Athletics Committee 7 Past President s Committee 7 FISCAL YEAR 7 RULES OF ORDER 7 POLICY MANUAL 8 AMENDMENTS 8 i

INTRODUCTION No college can exist without a solid support group that consistently assists the college with its special needs, a group whose vision of the future is clear. A public college has unique needs. Because its day-to-day operations are taxsupported, many assume that all of its needs are met. The public must be relied upon to supply the special support needed for scholarships, lecture programs, faculty development, advanced equipment and many of the vital programs needed to round out the academic programs. This is the margin of excellence that is most significant. These programs set the tone and make a quality difference in the achievement of the college. Without them a college is deficient to the real needs of the society and soon loses touch with a fast changing, high technology, information exploding community. Excellence goes beyond just being average; it is being a leader in new frontiers. ii

GOALS The Lake-Sumter State College Foundation, Inc. Board of Directors is comprised of a group of community-focused individuals who are dedicated to improving the quality of education in Lake and Sumter counties. Their purpose is to continue to fulfill the College s mission of excellence in education, service to the community, and financial assistance to qualified students. The examples of support provided by the Foundation include: student scholarship programs, performing arts series, equipment for the television studio, equipment for the Learning Center, books for all three campus libraries, computer and equipment for the student newspaper Angler, printers for the faculty, and other programs as needed. Lake-Sumter State College is governmentally assisted, but not fully supported by the State of Florida; private support is essential to the college. Individuals, civic groups, businesses and organizations make such private support possible through donations to the Foundation. The Lake-Sumter State College Foundation, Inc. is a 501(c)(3) organization which is a direct support group to the college. The Foundation Board s authority is subject to the Lake-Sumter State College Board of Trustees. It is a legally sanctioned body empowered to take action as defined in its Articles of Incorporation and Bylaws. It is a body that not only makes policy but assists in its implementation. Lake-Sumter State College has several endowments and trust funds that have been set up by interested parties to provide fiscal support for noteworthy projects and programs. Monies that accrue from these funds are used to assist students, faculty programs, program development, cultural activities, and other college related general programs. Some funds are specific in nature and designate a specific program or goal; others are more general, or undesignated, and left to the discretion of Foundation or College officers. Methods such as permanent memorial funds, endowments, and the sponsoring of scholarships are among the options available to potential benefactors. iii

BYLAWS LAKE~SUMTER STATE COLLEGE FOUNDATION, INC. ARTICLE I PURPOSE The Foundation shall be operated and organized for the following specific and primary purposes: 1. To receive and hold by gift, bequest, devise, grant or purchase any real or personal property, to invest and reinvest, and to use and dispose of the same for the purpose of providing students attending Lake-Sumter State College with funds to pursue their collegiate training, for the purpose of providing Lake-Sumter State College with funds with which to acquire or purchase real or personal property, and to pay for services for instruction and for the purpose of providing funds to carry on any other proper activity at Lake-Sumter State College. 2. To act and perform the duties of trustee or to act in any other fiduciary capacity under deed of trust, will, codicil, agreement, whether written or oral, or any other instrument incidental to and for the purpose of carrying out any of the foregoing objects or matters and things related thereto. 3. In general to do and perform all things necessary and to have all power necessary, needful and desirable to encourage, promote and provide with funds obtained as aforesaid, additional advantage to all students attending Lake-Sumter State College, with full power, however, the Board of Directors, may modify the conditions and regulations under which any unrestricted funds received shall be spent, so as to secure the application of the funds in the best manner adapted to the conditions of the time, and to the needs of Lake-Sumter State College, provided, however, that the objects of the Foundation shall at all times be among the foregoing or related thereto. 1

ARTICLE II BOARD OF DIRECTORS SECTION 1. NUMBER, TERM OF OFFICE, AND MANNER OF SELECTION (A) There shall be no fewer than seven (7) nor more than forty-five (45) directors. (B) A term of office shall be three (3) years. After completing two (2) full terms, a Director shall not be eligible for another term until the expiration of one (1) year. A Director whose initial term is less than three (3) years, may serve two (2) additional three-year terms before the one-year sabbatical shall apply. (C) Members of the Board of Directors are expected to attend all quarterly board meetings. Any director who fails to attend two (2) quarterly meetings shall receive notification that failure to attend the third (3 rd) quarterly board meeting will result in his or her removal from the membership on the Foundation Board of Director s. (D) Responsibilities of the Directors include serving on committees, and supporting and assisting with fund-raising activities. Any board member not supporting the roles and responsibilities in the Board of Directors Handbook may be removed by vote of the Executive Committee after consideration of any mitigating circumstances such as but not limited to ill health, family responsibilities or work-related reasons. These circumstances must be in writing and received in the Foundation office within seven (7) days before or after each meeting. (E) Members of the Board of Directors shall be confirmed by the Lake- Sumter State College Board of Trustees upon recommendation of the Foundation Executive Committee. (F) The Board of Directors may create additional classes of Foundation membership as deemed necessary. Such memberships shall be nonvoting and do not require certification by the Board of Trustees. SECTION 2. DIRECTORS EMERITUS The Board of Directors may select by majority vote, DIRECTOR(S) EMERITUS for membership for the following individuals: a. Persons nominated by unanimous vote of the Executive Committee and confirmed by the Board of Directors; b. Foundation Directors who have served with distinction for 5 years or more; and/or persons who are known for exemplary service to the college and its students. 2

SECTION 3. HONORARY MEMBERS The Board of Directors may select by majority vote HONORARY MEMBERS for membership for the following individuals: a. Persons nominated by unanimous vote of the Executive Committee and confirmed by the Board of Directors; b. Nominated on an annual basis by the Executive Committee. SECTION 4. MEETINGS (A) An annual meeting of the Foundation Board shall be held at the beginning of each fiscal year, in January at a time and place selected by the Executive Committee to receive reports from the Officers and Executives as to the activities and financial condition of the Foundation and to elect officers for the ensuing year. (B) Meetings other than the annual meeting may be held at the call of the President or a majority of the members of the Executive Committee. (C) Notice shall be mailed, e-mailed or telephoned to Directors at least five (5) days prior to each meeting by the Foundation Staff or President. (D) Fifty percent plus one of the Directors present shall constitute a quorum at any meeting of the Board of Directors, and all questions shall be determined by a majority vote, except that a majority of all members of the Board of Directors must concur in amending these Bylaws and/or the Articles of Incorporation. (E) Each Director shall be entitled to only one vote. No Proxy votes shall be permitted. If fewer than one-third of the directors are present, (which includes by telephone conferencing), a two-thirds vote shall be required for approval. SECTION 5. ORGANIZATION (A) The President of the Foundation shall preside as President of the Board of Directors and Executive Committee. In the absence of the President, the President-Elect shall act as President. In the absence of both the President and President-Elect, the Vice-President shall serve as President at a Board or Executive Committee meeting. The members present may appoint one of their members present to preside as President if all of the above are absent. (B) The Executive Director/Secretary of the Foundation shall be an employee of the College appointed by the College President on an annual basis and attend all meetings of the Board of Directors and Executive Committee. In the absence of the Executive Director, the presiding officer may appoint any person to act as Secretary of the meeting. 3

SECTION 6. OFFICERS (A) The officers of the Board of Directors shall consist of a President, President-Elect, Vice-President, Past President, and Treasurer. (B) The President shall preside at all meetings. (C) The President-Elect shall assist the President as called upon. (D) The Vice-President shall serve as Chair of the Fundraising Committee and will normally assume the President-Elect position the following year. (E) The Past President shall chair the Past President s Council and serve in an advisory capacity to the Executive Committee and such other duties as assigned. (F) The Treasurer shall oversee records, accounts and be custodian of all funds, securities and other properties of the Foundation and report thereon at each regular meeting of the Board of Directors and Executive Committee. The Treasurer shall present an annual report and such special reports as may be requested by the Board of Directors, and shall chair the Finance/Investment Committee. The Executive Director/Secretary shall be responsible for the day-to-day management of the affairs of the Foundation. (G) The Board of Directors may elect other officers as they may deem necessary. (H) Vacant director positions that may occur for any reason shall be filled by the Nominating Committee recommended to the Executive Committee and elected by the Board of Directors at any regular or special meeting. (I) The term of office for elected officers shall be from January 1 through December 31. ARTICLE III EXECUTIVE COMMITTEE DUTIES AND RESPONSIBILITIES OF COMMITTEES SECTION 1. MEMBERSHIP (A) The Executive Committee of the Board of Directors shall consist of the following: (1) The President of the Foundation Board (2) The President-Elect of the Foundation Board (3) The Vice-President of the Foundation Board (4) The Past President of the Foundation Board (5) The Treasurer of the Foundation Board (6) The President of Lake-Sumter State College (7) The Foundation Liaison member of the Lake-Sumter State College Board of Trustees 4

(8) The Faculty Liaison member from Lake-Sumter State College (B) The Executive Director/Secretary of the Foundation shall serve as advisory member without vote. (C) Five (5) voting members shall constitute a quorum. (D) The Executive Committee shall meet at the call of the President or a majority of the voting members. (E) The Executive Committee shall have and may exercise all power and authority of the Board of Directors when said Board is not in session provided that minutes of all actions taken shall be mailed to each Director within fifteen (15) working days of any such meeting. (F) At the close of each fiscal year, the Executive Committee shall arrange for an audit of the Foundation s financial accounts by an independent, certified public accountant. The audit report shall be submitted to the Board of Directors, the State of Florida and the, District Board of Trustees for review. ARTICLE IV BOND The Foundation shall provide the bond insurance for each director and officer or person authorized to collect, hold, or disburse funds of the Foundation. ARTICLE V STANDING COMMITTEES Section 1-A Finance The Finance Committee is established to review and recommend an annual budget to the Executive Committee, to review the financial records of the Foundation, and to make recommendations on all financial policy matters of the Foundation. The Finance Committee is composed of five board members of the Foundation, one of whom shall be the Treasurer of the Foundation. These members will be nominated by the Treasurer in consultation with the Executive Director of the Foundation and will be appointed by the Executive Committee of the Foundation. The Treasurer of the Foundation shall be the Chair of the Finance Committee. In times of extreme market volatility or signs of significant instability, the Finance Committee is authorized to declare an emergency situation that allows the Investment Managers to reduce the Equity position below the normal acceptable range of 40%. The Finance Committee may vote by email ballot. If time is of the essence or a quorum cannot be obtained, the Treasurer or the College President may authorize the Executive Director to declare the emergency. The Executive Committee must ratify the actions of the Finance Committee at its next meeting for the Emergency status to remain in effect. Once an emergency is declared, 5

the Finance Committee shall monitor conditions to determine the duration of the emergency and communicate to the Investment Managers when the situation should return to normal operations. (Note: the Finance Committee may not declare an emergency to exceed the acceptable range for Equities.) Section 1-B Investment Committee The Investment Committee is a sub-committee of the Finance Committee. The purpose of the Investment Committee is to recommend policies on investments of the Foundation, review all investments of the Foundation periodically and recommend any changes in investments for adoption to the Executive Committee. The Investment Committee is comprised of the members of the Finance Committee and up to three non-board members appointed by the Board President and approved by the Executive Committee. The Treasurer shall act as Chair of the Investment Committee and shall call all meetings of the Investment Committee. SECTION 2. SCHOLARSHIPS AND PROJECTS The Foundation President shall appoint the Chairman President-Elect and members of the Scholarship and Projects Committee. The Scholarship and Projects Committee shall review all requests for scholarships and project proposals and administer the Scholarship and Projects Policy adopted by the Foundation Board. The Scholarship and Projects Committee shall also review the Scholarship and Projects Policy from time to time and recommend changes as needed for Board approval. SECTION 3. FUNDRAISING The Chairman of the Fundraising Committee shall be the Vice-President of the Foundation and no less than four other Board members selected by the Foundation President after consultation with the Vice-President. The Fundraising Committee shall recommend fund-raising plans including a proposed budget to the Executive Committee and upon approval, implement the plans. All board members are expected to work on one or more projects of this committee. SECTION 4. ENDOWMENT/PLANNED GIVING The Foundation President shall appoint the Chairman and members of the Endowment/Planned Giving Committee. The Endowment/Planned Giving Committee shall seek endowment/planned giving donors, review endowment and planned giving documents and make recommendations to the Executive Committee concerning endowments and planned giving activities, and plan for recognition of endowment/planned giving donors. 6

SECTION 5. NOMINATING Not less than two (2) months prior to the annual meeting of the Board of Directors, the President shall appoint a Nominating Committee Chair. The Executive Committee shall select three (3) additional committee members to present nominees for the office of President, President-Elect, Vice-President and Treasurer for the ensuing year for election by the Foundation Board at the annual meeting. The Nominating Committee shall obtain approval from the prospective nominees prior to nominations. Additional nominations, if any, may be made from the floor pending prior approval from the nominee. In addition, the Nominating Committee shall make recommendations to the Executive Committee to fill vacancies on the Board of Directors including those whose terms are expiring and who are eligible for a second, three-year term. SECTION 6. PERFORMING ARTS The Foundation President shall appoint the Chairman and members of the Performing Arts Committee. The Performing Arts Committee shall work with the Special Events Coordinator in developing a series of productions for each academic year and other cultural activities at the College, designed to enhance the cultural experience for students and community members. Each member of the committee is encouraged to be a season ticket holder. SECTION 7. ALUMNI ASSOCIATION A. The Foundation President shall appoint the Chairman and members of the Alumni Committee. The Alumni Committee shall work with the Alumni Coordinator in developing relationships among graduates, former students, faculty and staff members of Lake-Sumter State College for its development as an educational community, Alumni activities, permanent historical records, and provide support services. The Alumni Committee shall consist of no more than fifteen (15) Members that include Foundation Board Members and non-board members. Committee Members shall serve a three-year term. After such time, the Executive Committee shall recommend a slate of members who are eligible for re-election at the annual meeting. Committee Members may be eligible for one additional three-year term. Upon completing two three-year terms, Committee Members shall not be eligible for another term until the expiration of one year. The Executive Director of Institutional Advancement/Foundation shall serve as an ex-officio, non-voting member of the Board of Directors. Each member of the committee is encouraged to be a Lifetime Alumni Member. 7

ARTICLE VI AD HOC COMMITTEES The Executive Committee shall determine the need for Ad Hoc Committees. The President shall appoint the Chairman and the membership of ad hoc committees and such others as authorized by the Executive Committee and affirmed by the entire Board of Directors. These committees are advisory to the Executive Committee and shall submit reports of each meeting to the Executive Committee. A. Athletics Committee B. Past President s Committee C. Finance/Investment Sub-Committee ARTICLE VII CALENDAR YEAR The calendar year of the Foundation shall be January 1 through December 31. ARTICLE VIII RULES OF ORDER The latest edition of Roberts Rules of Order shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws. ARTICLE IX POLICY MANUAL A Policy Manual shall be maintained as a way of doing business as determined by the Executive Committee and the Board of Directors. The Executive Committee will recommend to the Board of Directors any policy changes, whereby approval will be accepted by a majority vote. A. The Executive Committee may amend the Policy Manual as needed when necessary by five (5) affirmative votes. B. The Board of Directors must ratify changes at the next quarterly board meeting in order to become permanent changes. 8

ARTICLE X AMENDMENTS These Bylaws may be altered, amended, rescinded or repealed and new Bylaws may be adopted by a majority vote of the Directors present at any regular or special meeting, provided that fifteen (15) written business days is given for the proposed change. Amended date June 16, 2005 May 2, 2007 April 30, 2009 September 14, 2011 February 18, 2013 May 6, 2013 9