ROANOKE CITY PUBLIC SCHOOLS EDUCATION FOUNDATION, INC.
AMENDED AND RESTATED BYLAWS
ARTICLE I DIRECTORS
1.1 General Powers. The Foundation shall have a Board of Directors. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Foundation managed under the direction of its Board of Directors, subject to any limitation set forth in the Amended and Restated Articles of Incorporation.
1.2 Number. The minimum number of Directors of the Foundation shall be eleven (11) and the maximum number shall be thirty (30). The number of Directors may be increased or decreased from time to time by the Board of Directors.
1.3 Appointment and Term. The term of the appointed Directors shall be for the term of three (3) years. The Directors shall be appointed or elected in the manner for the term set forth in the Amended and Restated Articles of Incorporation. A Director may be reappointed to serve a successive term, but no Director shall serve for a period in excess of six (6) years unless that Director is serving as an officer or a member of the Executive Committee. The Nominating Committee shall, as much as possible, stagger the appointment of Directors so that approximately one third (1/3) of the number of Directors is appointed each year. No individual shall be appointed or elected without his or her prior consent.
1.4 Resignation and Removal: Vacancies. A Director may resign at any time by delivering written notice to the Board of Directors, its Chairman, or the Secretary. Resignation is effective when the notice is delivered unless said notice specifies a later effective date. If a resignation is made effective at a later date, the Board of Directors may fill the pending vacancy before the effective date providing the successor does not take office until the effective date of the resignation. The Board of Directors may remove any Director, with or without cause, but only at a meeting called for that purpose, and the notice of the meeting must state the purpose, or one of the purposes, of the meeting is the removal of a Director. The removal of a Director shall be effective only upon the affirmative vote of a majority of the remaining Directors. A vacancy on the Board of Directors, including a vacancy resulting from the resignation or removal of a Director or an increase in the number of Directors may be filled by the affirmative vote of a majority of the Board of Directors.
1.5 Qualification for Appointed Directors. Directors need not be residents of the City of Roanoke, Virginia. No appointed Director shall be eligible for election to the Board of Directors who shall have previously served as an appointed Director of the Foundation for more than two (2) consecutive three (3) year terms unless there is at least a one (1) year lapse between the previous terms and the new term . A Director appointed to fill an unexpired term shall be eligible to serve two (2) additional three (3) year terms upon completion of the unexpired term. The term limit shall not apply to a Director who is serving as an officer or as a member of the
Executive Committee until this service is completed. No individual shall be appointed as an Appointed Director without his prior consent. The bylaws may prescribe additional qualifications for an Appointed Director.
1.6 Compensation of Directors. The Foundation shall not pay any Director a fee or other compensation for attending regular or special meetings of Directors or otherwise serving as a Director of the Foundation; provided, however, that the Foundation may reimburse any Director for reasonable expenses incurred by him in attending regular or special meetings of Directors and such reimbursement shall be payable whether or not a meeting is adjourned because of the absence of a quorum and that nothing herein shall be construed to preclude a Director from serving the Foundation in any other capacity and receiving compensation therefore.
1.7 Meetings. The Board of Directors shall hold regular quarterly meetings with one such meeting designated as the annual meeting. Regular meetings or special meetings may be held as such place, either within or without the Commonwealth of Virginia, as may be provided in the notice of the meeting and approved by the President or the Board of Directors.
1.8 Notice of Meetings. Notice of meetings of the Board of Directors shall be given to each Director not less than five (5) days before the meeting, by delivering the same to him in person or to his residence or business address (or such other place as he may have directed in writing) by mail, messenger, telecopier, telegraph, facsimile or other means of written or electronic communication or by telephoning such notice to him. Any such notice shall set forth the time and place of the meeting. However, in the event that a shorter notice is necessary because of outside circumstances, a meeting may be held upon twenty-four (24) hours notice if affirmed by a majority attending that meeting.
1.9 Waiver of Notice. A Director may waive any notice required under the Amended and Restated Articles of Incorporation or Amended and Restated Bylaws before or after the date and time stated in the notice and such waiver shall be equivalent to the giving of such notice. The waiver shall be in writing, signed by the Director entitled to the notice, and filed with the minutes or corporate records.
A Director’s attendance at or participation in a meeting waives any required notice to him of the meeting unless the Director at the beginning of the meeting or promptly upon his arrival objects to holding the meeting or transacting of business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
1.10 Quorum: Voting. Thirty percent (30%) of the number of currently appointed Directors shall constitute a quorum for the transaction of business at a meeting of the Board of Directors. The act 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. A Director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (i) he or she objects at the beginning of the meeting, or promptly upon his or her arrival, to holding of the meeting or transacting specified business at the meeting; or (ii) he or she votes against, or abstains from, the action taken.
1.11 Telephone Meetings. The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting
1.12 Action Without Meeting. Action required or permitted to be taken at a Board of Directors meeting may be taken without a meeting if the action is taken by all members of the Board of Directors. The action shall be evidenced by one or more written consents stating the action taken, signed by each Director either before or after the action is taken, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section shall become effective when the last Director signs the consent unless the consent specifies a different effective date, in which event the action taken shall be effective the date specified therein provided the consent states the date of execution by each Director. A consent signed under this Section has the effect of a meeting vote and may be described as such in any document. For purposes of this section, a written consent and the signing thereof may be accomplished by one or more electronic transmissions.
ARTICLE II COMMITTEES OF DIRECTORS
2.1 Committees. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee shall have two or more members who serve at the pleasure of the Board of Directors. Committees may have members who are not members of the Board of Directors. The creation of a committee and appointment of members to it shall be approved by a majority of Directors in office when the action is taken.
2.2 Executive Committee. The Executive Committee shall consist of the School Board Chairman, the Superintendent of Roanoke City Public Schools (“RCPS”), the Chairman of the Board of Directors, the Vice Chairmen of the Board of Directors, the Treasurer of the Foundation, and the Secretary of the Foundation. The Executive Committee shall include a maximum of four (4) members-at-large appointed by the Chairman of the Board of Directors from the current list of Directors.
2.3 Nominating Committee. The Nominating Committee shall consist of a minimum of six members to be appointed by the Chairman of the Board of Directors The Nominating Committee shall decide upon a slate of nominees required to fill the positions of retiring Directors at least thirty (30) days prior to any meeting of the Foundation at which time an appointment of the appointed Directors is to be held (including any election to fill a vacancy) and shall present such slate to the Foundation for approval by a majority of the Board of Directors at least twenty (20) days prior to such meeting. The Nominating Committee shall consult with appropriate authorities and resources regarding recommendations for viable candidates to serve as Directors on the Board of Directors. No person shall be nominated or appointed to or be approved by the Foundation as an appointed Director who has not been presented to the Board of Directors by the Nominating Committee in accordance with this Section 2.3 or as granted approval by Section 6.2 of the Amended and Restated Articles of Incorporation.
2.4 Authority of Committees. The Executive Committee shall have and exercise all of the powers of the Board of Directors in the interim between meetings of the Board of Directors. It shall meet in the interim between meetings of the Board of Directors upon call of its Chairman, and take up all routine matters pertaining to the work of the Foundation and such other business as from time to time may be necessary. The other standing Committees shall, in general, perform the functions and duties set out by the Board of Directors, together with such other functions and duties as may be prescribed from time to time by the Board of Directors.
The functions and duties of additional committees and subcommittees are established by the Board of Directors and shall be designated and prescribed by the Board of Directors.
2.5 Committee Meetings: Miscellaneous. The provisions of these Amended and Restated Bylaws which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors shall apply to committees of Directors and their members as well.
ARTICLE III OFFICERS
3.1 Officers. The officers of the Foundation shall be members of the Board of Directors and consist of a Chairman or Co-Chairmen, one or more Vice Chairmen, Secretary, and Treasurer. At the discretion of the Board of Directors, other officers and assistant officers as may be selected if deemed necessary or advisable to carry on the business of the Foundation. The same person may not hold two or more offices.
3.2 Election: Term. Officers shall be elected by the Board of Directors. They shall serve for a term of one year, unless removed, or until their successors are elected. Any officer may resign at any time upon written notice to the Board of Directors, and no acceptance of a resignation shall be necessary to make it effective.
3.3 Removal of Officers. The Board of Directors may remove any officer or assistant officer at any time, with or without cause.
3.4 Duties of Officers. The Chairman shall be the Chief Executive Officer of the Foundation. If Co-Chairmen are elected, they shall jointly serve as the Chief Executive Officer of the Foundation. He and the other officers of the Foundation shall have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be delegated to them from time to time by the Board of Directors.
ARTICLE IV MISCELLANEOUS PROVISIONS
4.1 Fiscal Year. The fiscal year of the Foundation shall be July 1 to June 30.
4.2 Interpretation . For the purpose of construing these Amended and Restated Bylaws, unless the context indicates otherwise, words in the singular shall be deemed to include words in the plural and vice versa, and words in one gender shall be deemed to include words in other genders.
4.3 Amendments. These Amended and Restated Bylaws may be amended or repealed and new Bylaws may be made at any meeting of the Board of Directors. Any amendments to or repeal of these Amended and Restated Bylaws shall require the affirmative vote of a majority of the Directors then in office.
Adopted by vote: September 2, 2011
Secretary: 
Cynthia H. Poulton