DALLAS COLLEGE FOUNDATION 
AMENDED AND RESTATED BYLAWS

ARTICLE 1 - OFFICES

1.	PRINCIPAL OFFICE. The Foundation may have such offices, either within or outside of the State of Texas, as may be designated from time to time by resolution of the Board of Directors (the “Board”), one of which may be designated as the principal office.

2.	REGISTERED OFFICE AND REGISTERED AGENT. The Foundation shall maintain a registered office and registered agent in the State of Texas. The registered office may, but need not be, the same as any of its places of business. The identity and address of the registered agent may be changed from time to time by notifying the Office of the Secretary of State of Texas pursuant to the provisions of the Texas Non-Profit Corporation Act.

3.	ORGANIZATION. The Foundation shall govern itself in accordance with the laws of the State of Texas and its Articles of Incorporation.

ARTICLE 2 - MEETINGS

1.	GENERAL MEETINGS. There shall be a minimum of two General Meetings of the Board of Directors each year. General meetings of the Board of Directors shall be held on the date and at the time and place approved by the Board. As part of each general meeting, a business meeting shall be convened for the transaction of such business as may come before the meeting.

2.	PLACE OF MEETING. The Board of Directors may designate any place within the State of Texas as the place of meeting for any meeting. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Foundation.

3.	MEETINGS BY COMMUNICATION TECHNOLOGY. Any or all directors may participate in a regular or special meeting or in a committee meeting of the Board of Directors by, or conduct the meeting through the use of, telephone or any other means of communication by which all participating directors may simultaneously hear each other during the meeting.

If a meeting will be conducted through the use of any means described in this Section, all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in this Section is deemed to be present in person at the meeting.

4.	NOTICE OF MEETING. Written or printed notice stating the place, day, and hour of any meeting of the Foundation Board shall be delivered to each member of the Board of Directors entitled to vote at such meeting, by or at the direction of the Chair or the Secretary. Notice shall be delivered by that method (mail, fax, or email) designated by each Board member not less than thirty (30) days before the day of such meeting.
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5.	REGULAR MEETINGS. Regularly scheduled meetings, in addition to the required general meetings, may be scheduled as deemed necessary by the Executive Committee to accomplish the business of the Foundation.

6.	SPECIAL MEETINGS. Special Meetings of the Board of Directors may be called by or at the request of the Chair of the Board or the Secretary, and shall be called by either a) the written request of three Directors, or b) such number constituting at least one-half of the total number of the then acting Directors. Notice of Special Meetings shall be delivered by that method (mail, fax, or email) designated by each Board member not less than ten (10) days before the day of such meeting.

7.	QUORUM AND ACTION AT MEETINGS. At all meetings of the Foundation Board,
one-half of the total number of voting directors in office present at any time shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present at any meeting at which there is a quorum present (but not less than a majority of the quorum) shall be the acts of the Board of Directors, except as may otherwise be provided by statute or by the Articles of Incorporation or by these bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present there may adjourn the meeting without notice other than announcement at the meeting until such time as a quorum shall be present or represented. If a quorum shall become present or represented at any adjourned meeting, business may be transacted which might have been transacted at the meeting as originally notified. If a quorum is present when a meeting is convened, the quorum shall be deemed to exist until the meeting is adjourned, notwithstanding the departure of one or more Directors.

Any action required by the Articles of Incorporation or Bylaws of the Foundation may be taken without a meeting if a consent in writing setting forth the action is signed by all of the directors entitled to vote. Such consent shall have the same force and effect as a unanimous vote of the Board taken at a meeting.

8.	PRESUMPTION OF ASSENT. A director of the Foundation who is present at a meeting of the Board of Directors, or a committee thereof, at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such director’s dissent shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Foundation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

9.	IN-PERSON VOTING, ELECTRONIC VOTING, AND NO PROXIES. At any meeting of the Board of Directors, every director entitled to vote may vote in-person. Each director shall have one vote. Directors may also vote by any means of electronic communications allowable, which will be decided on a case by case basis based on meeting needs. No proxy shall be allowed.
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10.	EMAIL VOTING: The Chair will have the Secretary or his/her designee to draft proposed action and email it to all directors at their respective email addresses. Each director may:

a.	Sign and return the written consent to the Secretary or his/her designee by mail (scanned copy of the signed consent)
b.	Fax within 24 hours unless another deadline is provided in the email
c.	Reply via email with a vote in favor or opposed to the specific action

The original consent will be sent to the Secretary by mail or delivered in person at the next board meeting. Upon the Secretary's receipt and verification of all written consents approving the action, the action is duly approved. Regardless of whether the action is approved or not, the Secretary will confirm whether the action has passed or failed by email to all directors upon receipt of all the individual written consents. The Secretary will file all individual written consents with the corporation's minute book. The Board will ratify any action taken by unanimous written consent at the next Board meeting. The minutes of this meeting will record the ratification.

ARTICLE 3 - BOARD OF DIRECTORS

1.	GENERAL POWERS. The affairs of the Foundation shall be managed by its Board of Directors who may exercise all such powers of the Foundation and do all such lawful acts and things as are permitted by law, the Articles of Incorporation, or these Bylaws. The Board may adopt additional board related policies, as determined to be beneficial and appropriate.

2.	NUMBER AND TERM OF OFFICE. The number of directors shall not be fewer than three (3) with a total number to be determined by the Board when and as may be advantageous to the fulfillment of the objectives of the Foundation.

Directors may be considered quarterly (on or around January 1, April 1, July 1, and October 1). Once elected, Directors may serve a term of one, two, or three years, or until his/her successor has been elected and qualified. A Director shall begin their term within the same quarter of the calendar year in which he or she is elected.

Directors’ service shall be limited to nine (9) consecutive years per individual. A Director who has served nine (9) consecutive years is eligible for re-election to the Board after a one- year period. End of term limitations shall be temporarily suspended for Directors who as a result of service in an officer position would otherwise exceed the term limitation.

3.	DIRECTOR ELECTIONS AND BOARD COMPOSITION. Nominations for election or appointment of directors shall be by the Nominating Committee. Nominations may be made from the floor provided adequate information (including resumes) is provided to all Board members present. Directors, other than those serving in an ex-officio capacity, shall be elected by the affirmative vote of a majority of the voting Directors then in office, at any meeting of the Board called for such purpose. No incumbent director may cast more than one
(1)	vote in favor of his or her own reelection.

The then acting Chancellor of the Dallas College shall be a non- voting ex-officio member of the Foundation Board.

4.	EMERITUS STATUS. The Nominating Committee may nominate a Director whose service is ending due to retirement or term expiring for Emeritus Board membership. Nominations will be considered by the Executive Committee and placed on the Foundation Board’s consent agenda for final approval.

Emeritus Board members may attend Board and committee meetings, receive invitations to Foundation events, and receive non-confidential publications, newsletters, correspondence and reports that Directors do. Emeritus Board members shall be non-voting members of the Board and shall not count toward the quorum and voting requirements for Board meetings and actions.

5.	RESIGNATION. A Director may resign at any time by filing a written resignation with the Chair or the Secretary.

6.	REMOVAL. A Director may be removed from office with or without cause by the vote of a majority of the other voting Directors of this Foundation either at a regular meeting or at any special meeting called for that purpose, when attended by a quorum, by the affirmative vote of a majority of the then acting Directors.

7.	VACANCIES. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A Director elected to fill a position caused by an authorized increase in the number of Directors shall be elected to a three-year term.

8.	COMPENSATION. Directors shall not receive any salaries for their services or for providing other personal services to the Foundation. However, directors may receive reimbursement for reasonable expenses incurred in connection with corporate matters, provided that such reimbursement is authorized by the Board of Directors. Reimbursement decisions shall be made in compliance with the Foundation’s conflict of interest policy.

ARTICLE 4 - OFFICERS

1.	OFFICERS. The officers of the Foundation shall include the Chair, Chair-Elect, Secretary, a Treasurer, Immediate Past Chair and the Executive Director of the Foundation. The Board of Directors may elect or appoint such other officers as it shall deem desirable to perform the duties prescribed. The Chancellor, the Chair of the Dallas College Board of Trustees (or an appointee from the Board of Trustees), and the Executive Director shall serve as non-voting, ex-officio members of the Board.

2.	ELECTION AND TERM OF OFFICE. The officers of the Foundation Board, with the exception of the Executive Director of the Foundation, shall be elected for one, two, or three year terms by the Board of Directors at a general meeting of the Board or a meeting called for such purpose. Once elected, each officer shall begin their term and continue until a qualified successor is elected upon expiration of the term of that officer, or until that officer’s death, or until that officer shall resign or shall have been removed in the manner hereinafter provided. The Chair shall be eligible to serve a maximum of three (3), three year terms and
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term limitations shall be temporarily suspended for Directors who as a result of service in an officer position would otherwise exceed the term limitation. Other officers may serve an unlimited number of terms.

3.	REMOVAL. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Foundation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.

4.	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.

5.	CHAIR. The Chair shall preside at all meetings of the Foundation. The Chair has authority to sign, with approval by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors or a committee of the board has authorized to be executed by resolution or board policy; shall appoint all committee chairs; and in general shall perform all duties incident to the office of Chair and such other duties as may be prescribed by the Board of Directors from time to time.

6.	VICE-CHAIR/CHAIR-ELECT. In the absence of the Chair or in the event of inability or refusal to act, the Vice-Chair shall perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair. The Vice-Chair shall perform such other duties as, from time to time, may be assigned by the Chair or by the Board of Directors. The Vice-Chair shall be, through election to this position, the Chair- Elect.

7.	TREASURER. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of designated duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Foundation, from any source whatsoever, and shall cause to be deposited all such monies in the name of the Foundation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors. The Treasurer may delegate some portion of his/her responsibilities to others or to the Executive Director of the Foundation, including responsibility for signing Foundation checks within those limits and under those circumstances which have been established in board policy and/or approved by the Treasurer, Executive Committee or Finance Committee. The Treasurer shall chair the Finance Committee.

8.	SECRETARY. The Secretary or his/her designee shall keep the minutes of the meetings of the Foundation and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the Foundation records, keep a register of the post office address of each Director and officer; and in general, perform all duties incident to the office of Secretary.
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9.	EXECUTIVE DIRECTOR OF THE FOUNDATION. The Executive Director of the Foundation shall be an ex-officio, non-voting member of the Board of Directors and an ex- officio, non-voting member of all committees. The Executive Director of the Foundation shall have the authority to hire or appoint such administrative staff necessary to meet the objectives of the Foundation. The Executive Director of the Foundation shall represent the Board of Directors and Officers of the Foundation in day-to-day management of the Foundation and within those limits provided in these Bylaws or in policy and procedures approved by the Foundation Board shall act on behalf of the Foundation. The Executive Director of the Foundation has authority to sign, with approval by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors or a committee of the board has authorized to be executed by resolution or board policy.

10.	COMPENSATION. Officers of the Foundation, with the exception of the Executive Director of the Foundation, may not receive compensation for serving as officers. However, officers may receive reimbursement for reasonable expenses incurred in connection with corporate matters, provided that such reimbursement is authorized by the Board of Directors. Compensation and reimbursement decisions shall be made in compliance with the
Foundation’s conflict of interest policy.

ARTICLE 5 - COMMITTEES

1.	EXECUTIVE COMMITTEE. The Executive Committee shall be composed of the Foundation Chair, the Chair-Elect, Immediate Past Chair, the Secretary, the Treasurer, the Chancellor and a maximum of six at-large Directors. At-large members of the Executive Committee shall be appointed by the Board of Directors at a general or special meeting. The Chancellor of the Dallas College, the Chair of the Dallas College Board of Trustees (or an appointee from the Board of Trustees), and the Executive Director of the Dallas College Foundation shall serve as non-voting, ex-officio members of the Board of Directors.

Regular meetings of the Executive Committee may be called by the Chair of the Board, or any two members, thereof, at any time with twenty-four (24) hours minimum notice provided to each Committee member. Special meetings do not require notice to be held.

A majority of the members shall constitute a quorum of the Executive Committee and the affirmative votes of a majority of the members present shall be necessary for the adoption of any resolution or action. The Executive Committee shall be empowered to act for the Board as may be necessary and when such action is not in conflict with these Bylaws.

The Executive Committee shall meet at the call of the Chair and minutes shall be kept by Foundation staff. All actions taken shall be reported to the next meeting of the Board of Directors. No revision or alteration by the Board of Directors of action taken by the Executive Committee shall affect the rights of third parties. The Executive Committee may elect to refer items to the Board for decision and/or for ratification of its action if it so deems it to be advisable.

2.	FINANCE COMMITTEE. The Finance Committee of the Board of Directors shall consist of the Treasurer of the Foundation (who shall be the chair of the Finance Committee) and at least two (2) other Board members, as appointed by the Board.
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The Finance Committee shall meet at the call of the Treasurer and minutes shall be kept by the Executive Director of the Foundation or his/her designee and transmitted to the Secretary for filing with the Foundation. All action taken shall be reported to the next meeting of the Board of Directors. The Finance Committee shall have, and may exercise all powers of authority for making appropriate decisions pertaining to financial matters including investments and real property. All such financial activities shall be reported to the Board.
Without limiting the general authority granted to the Finance Committee herein, the Finance Committee shall:
a.	be responsible for monitoring the financial performance and other activities of the Foundation in alignment with the annual budget;
b.	cause a financial statement audit to be conducted annually covering the Foundation’s fiscal year period September 1 through August 31; and
c.	cause to be created, adopted and issued, and to be revised from time-to-time, such financial and investment policies as are deemed reasonable and appropriate for the conduct of the Foundation’s affairs.

3.	NOMINATING COMMITTEE. The Nominating Committee shall consist of members who are appointed by the Board. The Nominating Committee shall exist for the purpose of recommending a slate of officers of the Foundation. This slate of officers shall be presented to the Executive Committee for further consideration, and the Executive Committee will present those nominees to the Board for election on a quarterly basis.

4.	OTHER COMMITTEES. Other committees not having and exercising the authority of the Board of Directors in the management of the Foundation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. All members have equal voting powers.

Such committee members shall be appointed by the Chair of the Foundation. Any members thereof may be removed by the Chair when, in the Chair’s judgment, the present interests of
the Foundation shall be served by such removal. Appointments to sub-committees, including filling vacancies, may be made by committee chairs. Such appointments shall be reported to the Chair.

5.	NONDELEGABLE POWERS; ALTERNATIVE MEMBERS; RULES OF COMMITTEES. The Board may delegate to any such committee that consists solely of Board members any of the authority of the Board, except in reference to the following matters: (a) filling vacancies on the Board or on any committee of the Board; (b) adoption, amendment or repeal of Bylaws; or (c) fixing compensation of directors.

6.	VACANCIES. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

7.	QUORUM. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Said rules shall also apply to authorized sub-committees.
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8.	RULES. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors, and shall make such reports to the Board of its activities as the Board may request.

9.	EMERITUS BOARD MEMBERS. Any Emeritus Board members serving on committees with Board-delegated duties shall be voting members of such committees in the same manner as Directors.

ARTICLE 6 – INDEMNIFICATION, CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

1.	INDEMNIFICATION. The Foundation shall, to the fullest extent permitted or required, including any amendments thereto (but in the case of any such amendment, only to the extent such amendment permits or requires the Foundation to provide broader indemnification rights than prior to such amendment), indemnify its Directors and Officers against any and all Liabilities, and advance any and all reasonable Expenses incurred thereby in any Proceeding to which any Director or Officer is a Party because such Director or Officer is a Director or Officer of the Foundation. The Foundation may indemnify its authorized agents, acting within the scope of their duties as such, to the same extent as Directors or Officers hereunder. The rights to indemnification granted hereunder shall not be deemed exclusive of any other rights to indemnification against Liabilities or the advancement of Expenses which such Director or Officer may be entitled under any written agreement, board resolution, or otherwise.

2.	CONTRACTS. In the Bylaws, by resolution or through board policy, the Board of Directors may authorize any officer or officers, agent or agents of the Foundation, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances.

3.	CHECKS, DRAFTS, ETC. All checks, drafts, or orders for the payment of money, notices, or other evidences of indebtedness issued in the name of the Foundation, shall be signed by the Executive Director of the Foundation or any other officer or agent of the Foundation authorized by the Board of Directors.

4.	DEPOSITS. All funds of the Foundation shall be deposited in a timely manner to the credit of the Foundation in such banks, trust companies, or other depositaries as the Finance Committee may approve.

ARTICLE 7 - BOOKS AND RECORDS

The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Foundation, Board of Directors and committees having any of the authority of the Board of Directors or otherwise and shall keep at the registered or principal office a record giving the names and addresses of the Directors and officers.

ARTICLE 8 – AUDITS

The Foundation will engage an independent accounting firm annually to conduct an audit of the Foundation’s financial and operational records necessary to comply with the Texas Trust Code and the Texas Nonprofit Corporation Act, and will provide the District with a copy of the annual audited financial statements, including management letters.

ARTICLE 9 - CONFLICT OF INTEREST

The Board shall adopt a policy regarding transactions between the Foundation and interested persons, including but not limited to the sale, lease or exchange of property to or from interested persons and the Foundation the lending or borrowing of monies to or from interested persons by the Foundation or the payment of compensation by the Foundation for services provided by
interested persons. For the purposes of this Article, “interested person” means any director, officer, or member of a committee with board delegated powers, or any person in a position to exercise substantial influence over the affairs of the Foundation, who has a direct or indirect financial interest. An executed conflict of interest questionnaire and statement is required by all Foundation Board members on a yearly basis.

ARTICLE 10 - PROHIBITION AGAINST PRIVATE INUREMENT

No director, officer, employee of the Dallas College Foundation, member of a committee of the Foundation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit of the Foundation, except that the Foundation can pay reasonable compensation for services rendered.

ARTICLE 11 - FISCAL YEAR

The fiscal year of the Foundation shall begin the first day of September and end the last day of August of each year.

ARTICLE 12 - CORPORATE SEAL

The seal of the Foundation shall be kept at the Foundation Office.

ARTICLE 13 – AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the Directors present (but not less than a majority of a quorum) at any regular meeting or any special meeting, if a minimum of 10 days’ notice is given, of intention to alter, amend, repeal, or adopt new Bylaws at such meeting.

Any action taken or authorized by the Board of Directors, which would be inconsistent with the Bylaws then in effect but is taken or authorized by affirmative vote of not less than the number of directors required to amend the Bylaws so that the Bylaws would be consistent with such action, shall be given the same effect as though the Bylaws had been temporarily amended or

suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

ARTICLE 14 – INTERPRETATIONS

To the extent permitted by context in which used, words herein in the singular number shall include the plural, words herein in the masculine gender shall include the feminine and neuter, and vice versa. Captions used herein are for convenience only and are not a part of these Bylaws and shall not be deemed to limit or alter any provisions hereof and shall not be deemed relevant in construing these Bylaws.

Know all persons by these present: The Board of Directors of the Dallas College Foundation, as represented by the undersigned officers, thereby assent to the foregoing Amended and Restated Bylaws and adopt them as the Bylaws of said Foundation.

Unanimously adopted by the Board on  November 10, 2020	.

Chair:  Debbie Taylor