The Big Sandy College Educational Foundation, Inc. is organized exclusively for charitable, scientific, literary, or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended and is not for profit. In furtherance of such charitable, scientific, literary, or educational purposes, the Big Sandy College Educational Foundation, Inc. is authorized to execute any, all and every power which a nonprofit corporation organized under Chapter 273 of the Kentucky Revised Statutes for charitable, scientific, literary, or educational purposes can be authorized to execute, but not any other power.

The Big Sandy College Educational Foundation, Inc. is formed to stimulate voluntary financial support for Big Sandy Community and Technical College. The purpose and objectives for the Big Sandy College Educational Foundation, Inc. are more formally outlined in the Articles of Incorporation.

Pursuant to KRS 273.191, the Board of Directors, hereinafter further defined, shall adopt initial by-laws. The power to alter, amend or repeal bylaws or adopt new by-laws shall be vested in the Board of Directors. These bylaws may contain other provisions for the regulation and management of the affairs of this non private foundation corporation, which are not inconsistent with Kentucky Revised Statutes or the Articles of Incorporation.

The registered office of the corporation in the Commonwealth of Kentucky shall be at the address stated in its Articles of Incorporation, but the Foundation Board of Directors may change such address from time to time.

The corporation shall have a principal office, and such other offices, either within or without the Commonwealth of Kentucky, as the Board of Directors may designate or the business of the corporation may require from time to time. The principal office of the corporation may be, but need not be, the same as its registered office and, until otherwise determined, shall be located at Big Sandy Community & Technical College, One Bert T. Combs Drive, Prestonsburg, Kentucky 41653.

Section 1. GENERAL POWERS. The Foundation Board of Directors shall manage the business and affairs of the corporation. The Foundation Board of Directors shall have all powers as enumerated in KRS 273.171 and all subsections therein, and shall have any other powers not listed therein that are reasonable and necessary to fulfill the purposes and goals stated herein.

Section 2. APPOINTMENT, NUMBER, TENURE AND QUALIFICATIONS. The number of Directors, which shall constitute the Foundation Board of Directors of the corporation, shall be composed of not less than six (6) members nor more than thirty (30) members who shall be specified, but no decrease shall have the effect of shortening the term of an incumbent Director.

The members of the Foundation Board of Directors of the corporation shall include the CEO of the Big Sandy Community & Technical College, the Big Sandy Foundation Executive Director and at least one member of Big Sandy Community & Technical College's Board of Directors. The members serving by virtue of their position in the College shall each serve as members of the Foundation Board of Directors for so long as their term as an officer of the Big Sandy Community and Technical College shall continue and the successor of each in such office shall automatically replace such officer as a member of this Foundation Board of Directors. The member(s) of the Foundation Board of Directors representing the Big Sandy Community and Technical College's Board of Directors shall be elected in the manner and length of term as all other members of the Foundation Board of Directors.

All Directors shall be elected at large for terms of three (3) years. Each Director may be reelected for two additional consecutive three-year terms and after having completed three consecutive three-year terms and having not served for a period of one year is eligible for reelection as described in this paragraph.

Any vacancy occurring in the Foundation Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors even though less than a quorum of the Foundation Board of Directors. A Nominating Committee of the Foundation Board of Directors may suggest a panel of at least one person with the Board to have the right of making further nominations prior to voting.

A Director elected to fill a vacancy shall be elected for the unexpired term of office. Any Directorship to be filled by reason of an increase in the number of directors may be filled by election by the Foundation Board of Directors for a term of office continuing only until the next election of the Directors.

Section 3. REMOVAL. Any Director may be removed at any time by the affirmative vote of a majority of the members of the Foundation Board of Directors for excessive absences, dereliction, or malfeasance in office.

Section 4. RESIGNATION. Any Director may resign by tendering a resignation to the Foundation at its principal office and the resignation shall become effective at the time specified therein.

Section 1. EMERITUS MEMBERS. Any member of the Foundation, who shall have served as a member, upon retirement, voluntary resignation or withdrawal for any reason, other than removal for cause, may be elected as an Emeritus member of the Foundation. Any such Emeritus member may stand for reelection as a member of the Foundation Board of Directors and service of an Emeritus member shall be suspended during any such period of active service as a member of the Foundation Board of Directors.

Section 2. CONSULTING MEMBERS. Any member of the Foundation who shall have served as a member shall upon retirement, voluntary resignation or withdrawal for any reason other than removal for cause or any volunteer of the Big Sandy Community and Technical College may be elected as a Consulting member of the Foundation. Any such consulting member shall be qualified for reelection or election as a member of the Foundation Board of Directors. Service of a Consulting member shall be suspended during any such period of active service as a member of the Foundation Board of Directors or at such time as deemed appropriate by the Foundation.

Section 3. ATTENDANCE. The attendance of an Emeritus or Consulting member of the Foundation Board of Directors at an annual, regular or special meeting of the Foundation Board of Directors shall not be counted or considered in determining whether a quorum is present nor shall any such Emeritus or Consulting member have formal or affirmative rights as far as the Foundation Board of Directors is concerned. An Emeritus or Consulting member shall be entitled to participate in discussions of business and to express their views but shall have no further right or responsibilities.

An Emeritus or Consulting Member shall be entitled to receive notice of the annual or regular or special meetings and shall have the right to attend the same but the failure of the secretary or other appropriate office to give notice thereof shall not in any way detract from or bring into question the validity of notice of such meeting and the legality thereof as pertains to any applicable laws or statutes relating to the calling and convening of the meeting.

Section 1. ANNUAL MEETING. The Foundation Board of Directors will have an annual meeting for the purpose of election of officers and for the transaction of such other business of the Foundation as may be appropriate. The Executive Committee of the Foundation shall establish the date, place and time of the annual meeting and notice thereof shall be given in writing to the members at least ten (10) days prior to such meeting.

Section 2. REGULAR MEETINGS. The Foundation Board of Directors, in addition to the annual meeting, may have such regular meetings, as they deem necessary and appropriate. If regular meetings are held in addition to the annual meeting, the Executive Committee shall establish the date, place and time, either within or without the Commonwealth of Kentucky, of such meeting and notice thereof shall be given to the Board in written notice delivered by letter, fax or email at least ten (10) days prior to such meeting date.

Section 3. SPECIAL MEETINGS. Special meetings of the Foundation Board of Directors may be called by or at the request of the Chairperson, Executive Director or any two Directors. The person or persons authorized to call special meetings of the Foundation Board of Directors may fix any place, whether within or without the Commonwealth of Kentucky, as the place for holding any special meeting of the Foundation Board of Directors called by them. Written notice of special meetings shall be given to the members at least three (3) days prior to such meetings.

Section 4. NOTICE. Notice of annual and regular meetings shall be given ten (10) days and any special meeting shall be given at least three days (3) previously thereto by written notice delivered personally, mailed, emailed or faxed to each Director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope, so addressed, with postage prepaid. If emailed, such notice shall be deemed to be delivered when the send command is executed. If faxed, such notice shall be deemed to be delivered when the transmission verification report is printed. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose of any regular or special meeting of the Foundation Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 5. QUORUM. A majority of the Directors present at any meeting, not to be less than six (6) members, shall constitute a quorum.

Section 6. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Foundation Board of Directors.

Section 7. ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the Foundation Board of Directors, or by a committee thereof, at a meeting may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by all of the Directors, or by all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.

Section 8. EXECUTIVE COMMITTEE. The Executive Committee shall be made up of the officers of the Foundation, the immediate past Chairperson of the Foundation, the Chief Executive Officer of the Big Sandy Community & Technical College, and an at large member to be appointed by the Chairperson of the Foundation. The Executive Director of the Big Sandy College Educational Foundation shall serve as a member of the Executive Committee, and shall have a vote in the business of the Executive Committee and shall count toward a quorum for the Executive Committee.

During the intervals between the meetings of the Foundation Board of Directors, the Executive Committee shall have and may exercise all the authority of the Foundation Board of Directors, subject to approval by the Foundation Board of Directors. The Chairperson of the Executive Committee shall report to the annual meeting of the Foundation Board of Directors the actions of the Executive Committee for the preceding year.

Meetings of the Executive Committee shall be held on such dates, times and places as may be specified by the Chairperson of the Foundation or the Executive Committee. The Executive Director may poll the Executive Committee members.

Section 9. OTHER COMMITTEES. The Foundation Board of Directors, by resolution adopted by a quorum of the Foundation Board of Directors, may designate one or more committees, in addition to the Executive Committee to fulfill the goals, purposes and objectives of the corporation, subject to approval by the Foundation Board of Directors.

Section 10. MINUTES. Minutes of the meetings of the Foundation Board of Directors and its committees should be recorded and a copy placed on file in the office of the CEO of the Big Sandy Community and Technical College no later than (10) days following each meeting.

Section 1. NUMBER. The officers of the corporation shall be a Chairperson, one or more Vice Chairpersons (the number thereof to be determined by the Foundation Board of Directors), a Secretary, and a Treasurer, each of whom shall be elected by the Foundation Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Foundation Board of Directors.

Section 2. APPOINTMENT AND TERM OF OFFICE. The Foundation Board of Directors at the annual meeting of the Foundation Board of Directors shall appoint the officers of the Foundation annually. If the appointment of officers shall not be held at such meeting, such appointment shall be held as soon thereafter as practicable. Each officer shall hold office until a successor shall have been duly appointed and qualified or until death or resignation or removal in the manner hereinafter provided.

Section 3. REMOVAL. Any officer or agent may be removed by the Foundation Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create any contract rights.

Section 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Executive Committee for the unexpired portion of the term.

Section 5. CHAIRPERSON. The chairperson shall be the principal executive officer of the corporation and, subject to the control of the Foundation Board of Directors. The Chairperson shall, when present, preside at all meetings of the Foundation Board of Directors. The Chairperson may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the Foundation Board of Directors, deeds, mortgages, bonds, contracts, or other instruments which the Foundation Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Foundation Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of chairperson and such other duties as may be prescribed by the Foundation Board of Directors from time to time.

Section 6. VICE CHAIRPERSON. In the absence of the Chairperson or in the event of his or her death, inability or refusal to act, the ViceChairperson (or in the event there be more than one Vice Chairperson, the ViceChairpersons in the order designated at the time of their appointment, or in the absence of any designation, then in the order of their election) shall perform the duties of the Chairperson, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any Vice Chairperson shall perform such other duties as from time to time may be assigned by the Chairperson or by the Foundation Board of Directors.

Section 7. SECRETARY. The Secretary shall: (a) keep the minutes of the proceedings of the Foundation Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each director; and (e) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the Chairperson or by the Foundation Board.

Section 8. TREASURER. The Treasurer or the Board designee shall: (a) have charge and custody of and be responsible for all funds, securities and other assets of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected (in accordance with the provisions of Article VI of these Bylaws); and (c) in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the president or by the Foundation Board of Directors. If required by the Foundation Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Foundation Board of Directors shall determine.

Section 9. EXECUTIVE DIRECTOR. The Manager of Institutional Advancement of the Big Sandy Community and Technical College shall: (a) serve as the Foundation's Executive Director at the request of the Foundation Board and with the approval of the CEO of the Big Sandy Community and Technical College; (b) plan, organize, motivate, evaluate and control the development process; (c) facilitate/ coordinate the active involvement of the Foundation Board, the Big Sandy Community and Technical College Board of Directors, the CEO of the Big Sandy Community and Technical College, and the faculty, staff and administration in the institutions private sector development program.

Section 1. CONTRACTS. The Foundation Board of Directors or the Executive Committee, subject to approval by the Foundation Board of Directors, shall 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 shall be confined to specific instances.

Section 2. LOANS. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Foundation Board of Directors. Such authority shall be confined to specific instances.

Section 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness or expenditures 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 Foundation Board of Directors, or by resolution of the Executive Committee, subject to approval by Foundation Board of Directors.

Section 4. DEPOSITS. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the Foundation Board of Directors, or by Executive Committee, subject to approval by the Foundation Board of Directors, may select.

Section 5. TRANSFER OF PROPERTY. The duly authorized and designated officers of the Foundation shall have the authority to execute such form of transfer or assignment as may be authorized by the Foundation Board of Directors or the Executive Committee as may be necessary to transfer and convey any property of the Foundation or to transfer any stock or other property owned or held by the Foundation.

Section 6. DONATIONS. Donations to the Foundation may be either restricted or unrestricted and in either event must be pursuant to and in accordance with the purposes for which the foundation is created and is to be operated. Donations may be in cash or property and in the event restricted, shall not be accepted and dedicated to the purpose for which the restricted donation is made unless or until the Foundation Board of Directors or the Executive Committee shall accept the same subject to such restriction.

Section 7. INVESTMENTS. The Foundation Board of Directors or its authorized representative shall have the power to make investments of the funds of the Foundation and to change the same and from time to time sell the same as may be authorized by the Foundation Board of Directors or the Executive Committee.

Section 8. AUDIT AND REPORTING GUIDELINES. The fiscal year of the Foundation shall be July 1 - June 30. The officers shall file annually the required state and federal forms and at the time of submission, provide a copy to the CEO of Big Sandy Community and Technical College and make available for review upon request by College and Kentucky Community and Technical College System (KCTCS) officials.

A qualified audit firm selected by the Foundation Board of Directors shall provide an annual audit. A copy of the annual Audit Report shall be placed on file in the CEO's office and made available for review upon request by College and KCTCS officials.

The names, home and business addresses and phone numbers, and titles of the Foundation Board of Directors shall be provided annually to the Big Sandy Community and Technical College CEO and Office of Institutional Advancement for KCTCS.

Section 1. OFFICER AND DIRECTORS. No member of the Foundation Board of Directors or officer of the Foundation may receive, directly or indirectly, any salary from the Foundation but shall be entitled to reimbursement for expenses reasonably incurred in furtherance of the business of the Foundation or in conduct of the affairs of the Foundation provided any such expenditure must be approved by the Executive Committee.

Section 2. EMPLOYEES. The Foundation may employ such full time or part time employees and retain such professional assistance as the Foundation Board of Directors or the Executive Committee shall determine who may be compensated as fixed by the Foundation Board of Directors or the Executive Committee.

The corporation has the right, duty and obligation to indemnify any Director or officer or former Director or officer of the corporation, or any person who may have served at its request as a Director or officer of another corporation in which it owns shares of capital stock or if reasonably incurred by them in connection with the defense of any action, suit or proceeding, civil or criminal, in which he (she) is made a party by reason of being or having been such Director or officer, except in relation to matters as to which he shall be judged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty to the corporation; and to make any other indemnification that shall be authorized by the articles of incorporation or bylaws, or resolution adopted after notice to the members entitled to vote.

The Foundation Board of Directors shall have the power and authority to alter, amend or repeal the bylaws of the corporation at any regular or special meeting at which a quorum is present, subject always to the power of the Foundation Board of Directors under Kentucky law to repeal or change such bylaws.

In the event that the Big Sandy College Educational Foundation, Inc. is dissolved all of its assets and properties will be transferred to and become property of the Big Sandy Community and Technical College.