AMENDED AND RESTATED
BYLAWS
OF
KENNESAW STATE UNIVERSITY FOUNDATION, INC.

A Georgia Non-Profit Corporation
Adopted effective as of October 19, 2005

ARTICLE 1

Name, Purpose, Seal, and Offices

1. 1. Name. The name of this corporation is Kennesaw State University Foundation, Inc. (hereinafter referred to as the “ Foundation ”).

1. 2. Purpose. The Foundation was established as a non-profit corporation under the laws of the State of Georgia and specifically the Georgia Nonprofit Corporation Act (the “Georgia Act”), and is organized exclusively for charitable or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may be amended. The purposes of the Foundation are to do any and all legal things or acts to provide support to Kennesaw State University which the trustees deem to be in the best interests of Kennesaw State University, including but not limited to, the following: (i) create endowments to supplement salaries of duly appointed members of the Kennesaw State University faculty and to carry on research work in all fields in which the University may be interested; (ii) create scholarships for students at Kennesaw State University in all academic fields; (iii) accept gifts and contributions of any kind and nature from individuals, corporations or other organizations or associations, whether made by will or otherwise, and in any form of property, all such contributions to be received and accepted under the guidelines and for the purposes set forth in this section; (iv) buy, sell, exchange and otherwise deal in stocks, bonds, real estate and any other form of property at either public or private sale, without order of any court or of other authority so long as it is in the best interests of Kennesaw State University; (v) invest and reinvest any funds belonging to the Foundation at any time in such securities and properties, real and personal, as the trustees of this Foundation in their sole discretion see fit; (vi) employ or retain any bank, trust company or financial institution to guide the Foundation in the investment and management of its real and personal property and to compensate such employees or agents for their services.

1. 3. Seal. The seal of the Foundation shall be in such form as the Executive Committee may, from time to time, determine. In the event it is inconvenient to use such a seal at any time, the signature of the Foundation followed by the words "Corporate Seal" enclosed in parentheses or scroll shall be deemed the seal of the Foundation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. The seal shall be in the custody of the Secretary and affixed by him or her or any Assistant Secretary on such papers as may be directed by law, by these By-Laws or by the Executive Director or by the Executive Committee.

1. 4. Offices. The principal office of the Foundation shall be in the City of Kennesaw , Georgia , or at such other location within or outside of the State of Georgia as may be determined by the Executive Committee.

ARTICLE 2

Members

2. 1. Generally. The Foundation shall have no members.

ARTICLE 3

Trustees

3. 1. Generally. Pursuant to the Articles of Incorporation and Sections 14-3-801(d) and 14-3-825(d) of the Georgia Act, and except as otherwise provided by the Georgia Act or in Section 3.17 of these Bylaws, the business and property of the Foundation shall be managed and controlled by the Executive Committee of the Board of Trustees. In addition to certain organic corporate actions described in Section 3.17 below, the Board of Trustees is empowered to control the management of the Foundation's business by electing the members of the Board, the members of the Executive Committee and officers of the Foundation. The individuals with voting power serving on the Board of Trustees shall be referred to in these Bylaws as “ Trustees, ” and the individuals without voting power but having the honorary titles described in these Bylaws shall be referred to as “Ex-Officio Trustees,” “Emeritus Trustees” and “ Honorary Trustees. ” The term “Trustee” does not include the term “Honorary Trustee”, “Ex-Officio Trustee” and “Emeritus Trustee” for any purpose. As used herein from time to time, the term “Honorary Trustee” shall hereinafter include “Ex-Officio Trustee”, “Emeritus Trustee” and “Honorary Trustee”.

3. 2. Number and Qualification. The qualifications and number of Trustees of the Foundation shall be as determined by the Board of Trustees from time to time, but in no event shall there be fewer than thirteen (13) or more than sixty (60) Trustees at any time. When the number of Trustees is decreased, each Trustee then in office shall continue to serve until his or her term expires, or until his or her resignation or removal. Trustees shall be individuals of legal age and may, but need not be, residents of the State of Georgia .

3. 3. Election, Term of Office, and Nomination and Qualification. The Trustees serving on the Board of Trustees shall serve in three (3) staggered groups so that at every annual meeting of the Trustees the terms of one-third (1/3) of the Trustees are expiring.

At each annual meeting of Trustees commencing at the 2005 annual meeting thereof, Trustees shall be elected, by an affirmative vote of a majority of the Trustees whose terms do not expire at such annual meeting, to succeed those Trustees whose terms expire at such annual meeting. The terms of office of such newly-elected Trustees shall commence immediately upon election to such office at such annual meeting, and, unless earlier terminated pursuant to these By-laws, shall expire at the third succeeding annual meeting of Trustees after their election. The Nominating Committee shall recommend the names of persons to serve on the Board and the names of Trustees to serve on the Executive Committee in sufficient time prior to the Annual Meeting to provide adequate notice of the slate of Trustee nominees to the Trustees. The Nominating Committee shall in its discretion also recommend the names of persons to serve as Vice-Chairman in the areas of administration, legal affairs and finance.

In the event the Board of Trustees increases or decreases the number of Trustees below the number then in effect, the modification shall become effective at the next succeeding annual meeting. At the annual meeting following any modification in the number of Trustees, the Board shall modify the groups of staggered terms to reflect that each group of staggered terms contains approximately one-third of the total number of Trustees.

Unless otherwise approved by a majority of Trustees, no Trustee shall serve more than three (3) consecutive terms. For purposes of this restriction, a “term” shall refer only to a full term of three (3) years and shall exclude any service as a Trustee during any whole term or partial term of less than three (3) years' duration.

3. 4. Resignation. Any Trustee or Honorary Trustee may resign at any time by giving written notice of such resignation to the Board of Trustees.

3. 5. Removal. Any Trustee or Honorary Trustee may be removed from office by the affirmative vote of the majority of the other Trustees at any regular meeting or at any special meeting called for that purpose, with or without cause.

3. 6. Vacancies. Any vacancy in the Board of Trustees occurring during any term of office, including a vacancy created by an increase in the number of Trustees made by the Board of Trustees, shall be filled for the unexpired portion of the term with the appointment by the Chairman of a replacement Trustee with the advice and consent of the Nominating Committee, except for openings which occur thirty (30) days before the next regularly scheduled annual meeting of the Board of Trustees.

3. 7. Annual Meetings. The annual meeting of the Board of Trustees shall be held each year in September, October or at such date and/or time and location as may be fixed by the Board of Trustees. The purpose of the Annual Meeting is for the Board of Trustees (i) to elect Trustees to fill the expiring terms of Trustees or other terms being vacant at the Annual Meeting, (ii) to select a Chairman of the Board; (iii) to elect the members of the Executive Committee; (iv) to elect the officers of the Foundation; and (v) for any other Foundation business.

3. 8. Regular and Special Meetings. Regular meetings of the Board of Trustees may be held at such locations, dates and times as shall be determined by the Chairman of the Board of Trustees. Special meetings of the Board of Trustees may be called by the Chairman of the Board of Trustees as such person sees fit, and must be called by the Chairman of the Board of Trustees upon the written request of any two members of the Board of Trustees. Except as otherwise required by law, the Articles of Incorporation or these Bylaws, any business may be transacted at any annual or regular Trustees' meeting, but the business that may be transacted at any special Trustees' meeting shall be confined to the subject or subjects set forth on the notice thereof given to the Trustees.

3. 9. Notice of Meetings. Notice of the location, date and time of the annual meeting of the Board of Trustees shall be given to each Trustee and Honorary Trustee not less than fifteen (15) nor more than sixty (60) days before the date thereof. Notice of the locations, dates and times of scheduled regular meetings shall be given to each Trustee and Honorary Trustee within ten (10) days following any meeting of the Board of Trustees at which a schedule of regular meetings is adopted or changed. Regular meetings of the Board of Trustees held pursuant to a schedule so adopted and as to which schedule such notice has been given may be held without additional notice. Notice of location, date, time and purpose of a special meeting of the Board of Trustees shall be given to each Trustee and Honorary Trustee not less than five (5) nor more than thirty (30) days before the date thereof. Notice of any meeting may be waived by any Trustee. At any meeting (including a special meeting) at which every Trustee shall be present, even though without any notice or waiver, any business may be transacted.

3. 10. Method of Giving Notice. Whenever under the provisions of any law or under the provisions of the Articles of Incorporation or these Bylaws any notice is required to be given to the Trustees or Honorary Trustees, such notice shall given in writing and shall be deemed sufficiently given to any Trustee or Honorary Trustee immediately upon personal delivery, five (5) days following deposit prepaid into United States first class mail, on the next business day following the date of dispatch via United States Express Mail next-day service, Federal Express Priority service or other reputable overnight delivery service, or on the date of transmission via fax or electronic mail, provided that notice delivered by fax or electronic mail shall be effective only if the Trustee or Honorary Trustee shall have given written assent to the delivery of notice by fax and that written confirmation of completed transmission is received at the transmitting fax machine or the transmitting computer. Notices that are given by mail, overnight delivery service, fax or electronic mailbox shall be deemed received hereunder only if addressed to the Trustee or Honorary Trustee at the last address, fax number or electronic mailbox address, as the case may be, that such person shall have provided in writing to the Foundation for receipt of notices.

3. 11. Emergency Action. In the event that the Chairman determines upon written request of three (3) members of the Executive Committee that there exists the need to take emergency action, then, notwithstanding the failure to give notice to all Trustees as required by Section  3.9 of these Bylaws, the Board of Trustees shall be empowered to take at such meeting any or all action that the Board of Trustees is authorized to take under the Georgia Act, the Articles of Incorporation and these Bylaws if, (i)  at least one bona fide attempt has been made to notify (by telephone or otherwise) each Trustee before the start of the meeting, (ii)  there is a quorum present and such action is approved by the required number of Trustees, pursuant to Section  3.13 of these Bylaws, and (iii)  as soon as practicable, but in all cases not more than 48 hours after the meeting, notice is given to all Trustees as to the action taken in such meeting.

3. 12. Chairman. By majority vote, at each Annual Meeting, the Board of Trustees shall select one Trustee, who may but need not be an officer of the Foundation, to serve as the Chairman of the Board of Trustees. The Chairman of the Board shall also serve as Chairman of the Executive Committee. At all meetings of the Board of Trustees held in the absence of the Chairman thereof, the Executive Vice Chairman shall preside.

3. 13. Quorum and Voting. At all meetings of the Board of Trustees, a majority of all Trustees then in office (even if less than a majority of all available Trustee positions) shall be sufficient to constitute a quorum for the transaction of any business of the Foundation. The act of a simple majority of the Trustees present at any meeting at which there is a quorum shall be the act of the Board of Trustees, except as may be otherwise specifically provided by the Georgia Act, the Articles of Incorporation of the Foundation or these Bylaws. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting without further notice to any absent Trustee. Each Trustee shall have one vote for purposes of all actions taken by the Board of Trustees. A Trustee may vote by proxy given to an Executive Trustee.

3. 14. Electronic Presence at a Meeting. Any or all Trustees may participate in any annual, regular or special meeting of the Board of Trustees by, or conduct the meeting through the use of, any means of communication by which all Trustees participating may simultaneously hear each other during the meeting. A Trustee participating in a meeting by this means shall be deemed to be present in person at the meeting.

3. 15. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Trustees may be taken without a meeting if the action is taken by a two-thirds vote of the Trustees. Any such action shall be evidenced by one or more written consents (which may be signed in two or more identical counterparts which when taken together shall be considered a single written consent for this purpose) describing the action taken and signed by each Trustee. Such action shall be effective when the last Trustee signs the consent; provided, however, that if the consent specifies an effective date, then such action shall become effective as of such specified date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

3. 16. Compensation. Trustees shall not receive any compensation for their services to the Foundation as Trustees.

3. 17. Powers. All the corporate powers of the Foundation shall be vested in the Board of Trustees. However, the Foundation has exercised its right pursuant to Sections 14-3-801(d) and 14-3-825(d) of Georgia Act to delegate to the Executive Committee of the Board of Trustees full authority and power to take all action on behalf of the Foundation to the fullest extent provided by the Georgia Act, except as otherwise provided in these Bylaws. Accordingly, the action of the Executive Committee shall be the final and complete action of the Foundation for all purposes and for all matters, except with regard to the following specific matters, which matters alone remain with and are the exclusive province of the Board of Trustees:

•  Election, appointment, or removal of Trustees or filling vacancies on the Board of Trustees;

•  Election, appointment, or removal of members of the Executive Committee or filling vacancies on the Executive Committee;

•  Election of Officers;

•  Approval or recommendation to the Board of Trustees of the dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the Foundation's assets; and

•  Adoption, amendment or repeal of the Foundation's Articles of Incorporation or Bylaws.

ARTICLE 4

Honorary Trustees; Ex-Officio Trustees; Emeritus Trustees

4. 1. Generally and Powers. The Foundation recognizes that the participation of persons having special experience and expertise relevant to the Foundation's purpose will benefit the Foundation. To encourage the participation of such persons, the Foundation may have one or more Honorary Trustees, Ex-Officio Trustees and Emeritus Trustees from time to time.

Honorary Trustees have the right to receive notice to and to attend all meetings of the Board of Trustees and to serve, in a non-voting capacity, on Committees of the Foundation. Honorary Trustees shall not have the right to receive notice of the Executive Committee meetings. Honorary Trustees have none of the powers or authorities vested in the Trustees of the Foundation. Specifically, and not by way of limitation, Honorary Trustees have no voting rights, are not counted for quorum purposes, and have no rights to review the Foundation's books and records.

4. 2. Designation; Election, Term of Office, and Qualifications. The following persons shall serve as Ex-Officio Trustees for such time as he or she holds the following office: (1) President of Kennesaw State University, and (2) all others determined by the Executive Committee. Any elected Trustee who has served three (3) terms may be nominated and elected as a “Emeritus Trustee”. Any individual may be elected as “Honorary Trustee” on the basis of special service to the Foundation. Emeritus Trustees and Honorary Trustees shall be elected by a majority of the Trustees at the annual meeting of the Board of Trustees, to serve for a term of three (3) years.

4. 3. Resignation. Any Honorary Trustee may resign at any time by giving written notice of such resignation to the Board of Trustees.

4. 4. Removal. Any Honorary Trustee may be removed from office by the affirmative vote of a majority of the Board of Trustees at any regular meeting or at any special meeting called for that purpose, with or without cause.

ARTICLE 5

Executive Committee

5. 1. Generally and Powers. Pursuant to the Articles of Incorporation and Sections 14-3-801(d) and 14-3-825(d) of the Georgia Act, and except as provided in Section 3.17 or otherwise in these Bylaws and the Georgia Act, the Executive Committee shall have authority to manage all of the affairs of the Foundation and bind the Foundation to contracts and agreements of all manner and types. Specifically, and not by way of limitation, the Executive Committee is fully authorized and empowered, to take alone and without further approval of the full Board of Trustees, the following actions on behalf of the Foundation:

•  To enter into any agreement for the sale or purchase of any property, whether real, personal, tangible or intangible;

•  To accept property on behalf of the Foundation and invest such property in such manner as the Executive Committee sees fit;

•  To review, approve, fund or reject, in its sole discretion, any and all requests for charitable assistance received by the Foundation,

•  To finance, construct, equip, and operate student centers, student housing, parking facilities and other capital improvements benefiting Kennesaw State University consistent with the Foundation's non-profit and corporate purposes, and enter into any debt instruments and other agreements related to or ancillary to the same.

5. 2. Number and Qualification. Members of the Executive Committee shall be Trustees in good standing and shall be referred to in these Bylaws as “Executive Trustees.” The number of Executive Trustees shall be determined by the Board of Trustees from time to time, but in no event shall there be fewer than seven (7) nor more than fifteen (15) Executive Trustees at any time. The number of Executive Trustees shall include the Chairman of the Board, who shall serve as an Executive Trustee and Chairman of the Executive Committee. When the number of Executive Trustees is decreased, each Executive Trustee then in office shall continue to serve until his or her term expires, or until his or her resignation or removal.

5. 3. Election, Term of Office, and Nomination and Qualification. Executive Trustees shall be elected by the Trustees at the Annual Meeting of Trustees to serve for terms expiring at the next Annual Meeting of Trustees. In the event the Board of Trustees increases or decreases the number of Executive Trustees from the number then in effect, the modification shall become effective at the next succeeding Annual Meeting. The Nominating Committee shall recommend the names of Trustees to serve on the Executive Committee in sufficient time prior to the Annual Meeting to provide adequate notice of the slate of Executive Trustee nominees to the Trustees.

5. 4 Resignation. Any Executive Trustee may resign at any time by giving written notice of such resignation to the Executive Committee and the Board of Trustees.

5. 5. Removal. Any Executive Trustee may be removed from office only by the affirmative vote of a majority of the Trustees at any regular meeting or at any special meeting called for that purpose, with or without cause.

5. 6. Vacancies. Any vacancy in the Executive Committee occurring during any term of office, including a vacancy created by an increase in the number of Executive Trustee made by the Board of Trustees, shall be filled for the unexpired portion of the term by the Trustees then serving by affirmative vote of a majority of Trustees.

5. 7. Regular and Special Meetings. Regular meetings of the Executive Committee may be held at such locations, dates and times as shall be determined by the Executive Trustees. Special meetings of the Executive Committee may be called by the Chairman of the Executive Committee of Trustees as such person sees fit, and must be called by the Chairman of the Executive Committee upon the written request of any two Executive Trustees. Except as otherwise required by law, the Articles of Incorporation or these Bylaws, any business may be transacted at any annual or regular meeting of the Executive Committee, but the business that may be transacted at any special meeting of the Executive Committee shall be confined to the subject or subjects set forth on the notice thereof given to the Executive Trustees. The Chairman of the Executive Committee shall preside at all meetings of the Executive Committee, and at all meetings of the Executive Committee of Trustees held in the absence of the Chairman thereof, the Executive Vice Chairman or any other temporary chairperson chosen by the Executive Trustees shall preside.

5. 8. Notice of Meetings. Notice of the locations, dates and times of scheduled regular meetings of the Executive Committee shall be given to each Executive Trustee within ten (10) days following any meeting of the Executive Committee of Trustees at which a schedule of regular meetings is adopted or changed. Regular meetings of the Executive Committee held pursuant to a schedule so adopted and as to which schedule such notice has been given may be held without additional notice. Notice of location, date, time and purpose of a special meeting of the Executive Committee shall be given to each Executive Trustee not less than two (2) nor more than thirty (30) days before the date thereof. Notice of any meeting may be waived by any Executive Trustee.

5. 9 Method of Giving Notice. Whenever under the provisions of any law or under the provisions of the Articles of Incorporation or these Bylaws any notice is required to be given to the Executive Trustees, such notice shall given in writing and shall be deemed sufficiently given to any Executive Trustee immediately upon personal delivery, five (5) days following deposit prepaid into United States first class mail, on the next business day following the date of dispatch via United States Express Mail next-day service, Federal Express Priority service or other reputable overnight delivery service, or on the date of transmission via fax or electronic mail, provided that notice delivered by fax or electronic mail shall be effective only if the Executive Trustee shall have given written assent to the delivery of notice by fax or electronic mail and that written confirmation of completed transmission is received at the transmitting fax machine or the transmitting computer. Notices that are given by mail, overnight delivery service, fax or electronic mail shall be deemed received hereunder only if addressed to the Executive Trustee at the last address, fax number or electronic mailbox address, as the case may be, that such person shall have provided in writing to the Foundation for receipt of notices.

5. 10. Emergency Action. In the event that the Chairman of the Board of Trustees upon written request of three (3) members of the Executive Committee determines that there exists the need to take emergency action, then, notwithstanding the failure to give notice to all Executive Trustees as required by these Bylaws, the Executive Committee shall be empowered to take at such meeting any or all action that the Executive Committee is authorized to take under the Georgia Act, the Articles of Incorporation and these Bylaws if, (i)  at least one bona fide attempt has been made to notify (by telephone or otherwise) each Executive Trustee before the start of the meeting, (ii)  there is a quorum present and such action is approved by the required number of Executive Trustees, pursuant to Section 5.12 of these Bylaws, and (iii)  as soon as practicable, but in all cases not more than 48 hours after the meeting, notice is given to all Executive Trustees as to the action taken in such meeting.

5. 11. Chairman and Executive Vice Chairman. The Chairman of the Board of Trustees shall serve as Chairman of the Executive Committee. In the absence of the Chairman, the Executive Vice Chairman shall serve in his place.

5. 12. Quorum and Voting. At all meetings of the Executive Committee, at least seven (7) Executive Trustees present shall be required to constitute a quorum for the transaction of any business of the Executive Committee and the Foundation. The act of at least seven (7) of the Executive Trustees present at any meeting at which there is a quorum shall be the act of the Executive Committee. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting without further notice to any absent Executive Trustee. Each Executive Trustee shall have one vote for purposes of all actions taken by the Executive Committee. There shall be no voting by proxy.

5. 13. Electronic Presence at a Meeting. Any or all Executive Trustees may participate in any regular or special meeting of the Executive Committee of Trustees by, or conduct the meeting through the use of, any means of communication by which all Executive Trustees participating may simultaneously hear each other during the meeting. An Executive Trustee participating in a meeting by this means shall be deemed to be present in person at the meeting.

5. 14. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Executive Committee may be taken without a meeting if the action is taken by a two-thirds vote of all of the Executive Trustees. Any such action shall be evidenced by one or more written consents (which may be signed in two or more identical counterparts which when taken together shall be considered a single written consent for this purpose) describing the action taken and signed by each Executive Trustee. Such action shall be effective when the last Executive Trustee signs the consent; provided, however, that if the consent specifies an effective date, then such action shall become effective as of such specified date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

5. 15. Compensation. Executive Trustees shall not receive any compensation for their services to the Foundation as Executive Trustees.

ARTICLE 6

Officers

6. 1. Number and Titles. The officers of the Foundation shall be a Executive Director, any number of Vice Presidents, if so determined by the Board of Trustees, a Secretary, an Assistant Secretary, a Treasurer and any such other officers that the Board of Trustees shall deem appropriate and desirable. Any number of offices may be held by the same person, except that the Executive Director shall not serve concurrently as a Vice President, Secretary or Treasurer.

6. 2. Election, Term of Office, and Qualifications. Officers shall be elected annually by the Trustees of the Foundation, at the annual meeting of the Board of Trustees, to serve until the next annual meeting of the Board of Trustees or until their successors are elected and take office or until their earlier resignation or removal. Officers shall be of legal age, may be, but need not be, Trustees, and may be reelected without restriction.

6. 3. Resignation. Any officer may resign at any time by giving written notice of such resignation to the Board of Trustees.

6. 4. Removal. Any officer may be removed from office by the affirmative vote of a majority of the Board of Trustees at any regular meeting or at any special meeting called for that purpose, with or without cause.

6. 5. Vacancies. In the event that any office of the Foundation shall become vacant by death, resignation, retirement, removal, disqualification, or any other cause, the majority of the Board of Trustees may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until his or her successor is elected and takes office or until his or her earlier resignation or removal.

6. 6. Executive Director. The Executive Director shall have general charge and supervision of the business and operations of the Foundation, subject to the direction of the Executive Committee, and shall perform such other duties as may be assigned to him or her by the Executive Committee.

6. 7. Vice President. Each Vice President shall perform such duties as may be assigned to him or her by the Executive Director or the Executive Committee.

6. 8. Secretary. The Secretary shall have charge of books, documents, and papers as the Executive Committee may determine and shall have the custody of the corporate seal, if any. He or she shall attend and keep or cause to be kept the minutes of all meetings of the Board of Trustees and the Executive Committee. He or she may sign with the Executive Director, in the name and on behalf of the Foundation, any contracts or agreements authorized by the Executive Committee, and when so authorized or ordered by the Executive Committee or Executive Director, he or she may affix the seal of the Foundation, if any. He or she shall, in general, perform all the duties incident to the office of Secretary, subject to the control of the Executive Committee, and shall do such other duties as may be assigned to him or her by the Executive Committee.

6. 9. Treasurer. The Treasurer shall have the custody of all funds, property, and securities of the Foundation, subject to such regulations as may be imposed by the Executive Committee. He or she may be required to give bond for the faithful performance of his or her duties, in such sum and with such sureties as the Executive Committee may require. He or she shall be responsible for managing the funds of the Foundation, for paying all bills and invoices received by the Foundation, and for creating and managing a yearly budget for the Foundation. He or she may endorse on behalf of the Foundation for collection checks and other obligations received, and shall deposit the same to the credit of the Foundation at such banks as the Executive Committee may designate. He or she shall keep or cause to be kept complete books and records of account of the Foundation and he or she shall be responsible for the Foundation's compliance with all requirements under the Georgia Act relating to such books and records of account. He or she shall make such books and records available at all reasonable times to any Trustee on application at the offices of the Foundation and he or she shall submit the books and records of the Foundation for annual review by the Executive Committee. He or she shall, in general, perform all the duties incident to the office of Treasurer, subject to the control of the Executive Committee.

6. 10. Compensation. The Executive Committee shall determine the compensation of all officers of the Foundation.

Article 7

Other Committees

7. 1. Other Committees of the Board of Trustees. By resolution duly adopted, the Executive Committee may establish one or more committees of the Board of Trustees (other than a Committee having the powers vested in the Executive Committee), each of which shall consist of three or more Trustees. At least one (1) member of all such committees shall be a Trustee who is not an Executive Trustee. Any member of any such committee may be removed from such committee by the Executive Committee at anytime, with or without cause.

7. 2. Audit Committee. There is hereby created an Audit Committee consisting of three (3) Trustees as determined by the Executive Committee, at least one (1) of whom is not an Executive Trustee, and such Honorary Trustees or non-Trustees as determined by the Executive Trustees. The Audit Committee shall be responsible for the examination of the books and records of the Foundation and shall recommend to the Executive Committee one or more accountants and/or auditors to the perform such tasks.

7. 3. Conflict of Interest Committee. The Executive Committee shall establish a Conflict of Interest Committee consisting of three (3) Trustees as determined by the Executive Committee. The Conflict of Interest Committee shall be responsible for investigating any potential conflicts of interest between the Foundation and the Trustees or Honorary Trustees, reviewing and applying the Foundation's Conflict of Interest Policy and advising the Executive Committee on the appropriate resolution of those potential conflicts.

7. 4. Nomination Committee. The Executive Committee shall establish a Nominating Committee to recommend to the Trustees the names of persons to serve as Trustees, Executive Trustees, Ex-Officio Trustees, Emeritus Trustees and Honorary Trustees. The Nominating Committee shall consist of five (5) Trustees whose chairman shall be the immediate past Chairman of the Board of Trustees or another Executive Trustee appointed by the Chairman with four (4) additional Trustees approved by the Executive Committee.

7. 5. Gift Acceptance Committee. The Executive Committee shall establish a Gift Acceptance Committee consisting of three (3) Trustees as determined by the Executive Committee. The Gift Acceptance Committee shall advise the Executive Committee on what types of gifts shall be accepted by the Foundation after consultation with the Conflict of Interest Committee, if applicable, in accordance with the procedures of Section 9.6 herein.

7. 6. Development Committee. The Executive Committee shall establish a Development Committee consisting of three (3) Trustees as determined by the Executive Committee, at least one of which shall be an Executive Trustee. The Development Committee, working hand-in-hand and in full cooperation and coordination with the Kennesaw State University Development Office has as its basic responsibility overseeing and advising the Trustees on the Foundation's/Kennesaw State University's fundraising activities. Its main duties are to coordinate and work hand-in-hand with the Kennesaw State University Vice President for Development in setting priorities and goals for fundraising-programs; review the performance of each development effort; identify and rate all major prospects for support, and recruit key volunteer leadership and solicitors for Kennesaw State University 's fundraising efforts.

7. 7. Other Committees. Other committees not having and exercising the managerial authority of the Executive Committee (such as advisory, investigative, ex-officio or honorary director committees) may be established by resolution duly adopted by the Executive Committee.  Membership of such committees shall not be limited to Trustees. Except as otherwise may be provided by resolution, members of such committees shall be selected by the Executive Trustees. Any member of any such committee may be removed by the Executive Committee at anytime, with or without cause, or according to such other procedures that the Executive Committee may establish.

7. 8. Terms of Office. Each member of a committee shall continue as such until the next Annual Meeting of the Board of Trustees and until his or her successor is appointed, unless such committee shall be abolished sooner or unless such committee member shall resign, be removed, ceases to qualify as a member thereof or their term expires. The Chairman of the Board of Trustees shall have the authority to appoint replacement committee members who have resigned, been removed or ceased to no longer qualify.

7. 9. Chairperson. One member of each committee may be designated as chairperson thereof by the Executive Committee or according to such other procedures that the Executive Committee may establish.

7. 10. Vacancies. Vacancies in the membership of any committee shall be filled by appointments made in the same manner as provided in the case of original appointments, and any member so elected shall be elected for the unexpired term of his or her predecessor.

7. 11. Quorum. Unless otherwise provided in a committee's establishing resolution, a majority of the whole committee shall constitute a quorum, and the act of a majority of members present at a meeting at which a quorum is present shall be an act of the committee, provided at least three (3) members are present.

7. 12. Rules. Each committee may adopt such rules and regulations for its meetings and the conduct of its activities as it may deem appropriate; provided, however, that such rules and regulations shall be consistent with these Bylaws. The rules set forth in Section  3.14 of these Bylaws, regarding electronic presence at meetings of the Board of Trustees, and Section  3.15 of these Bylaws, regarding actions by the Board of Trustees without a meeting, shall be applicable to all committees of the Board of Trustees.

ARTICLE 8

Agents and Representatives

The Executive Committee, or such officers as designated by the Executive Committee, may appoint such agents, representatives and other professionals to perform services for or on behalf of the Foundation with such powers and to perform such acts or duties on behalf of the Foundation as the Executive Committee shall authorize, so far as may be consistent with these Bylaws, to the extent authorized by law. The Executive Committee may compensate these agents, representatives and other professionals as it deems appropriate.

ARTICLE 9

Contracts, Deposits, Checks and Contributions

9. 1. Prohibited Contracts and Services. Any contract, transaction, or act on behalf of the Foundation in a matter in which any one or more of the Trustees or officers are interested personally shall be at arm's length and not violative of (i) the Foundation's Conflict of Interest Policy, (ii) the proscriptions in the Foundation's Articles of Incorporation against the Foundation's use or application of its funds for private benefit and (iii) reviewed and approved by the Conflict of Interest Committee. No contract, transaction, or act shall be taken on behalf of the Foundation that would result in the denial of the tax exemption under any section of the Internal Revenue Code and its Regulations as they now exist or as they may be amended, including without limitation Section 501 thereof. In no event, however, shall any person or other entity dealing with the Trustees or officers be obligated to inquire into the authority of the Trustees or officers to enter into and consummate any contract, transaction, or other action.

9. 2. Contracts. Except as otherwise provided in these Bylaws, the Executive Committee may authorize any officer or agent 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 a specific instance. Unless so authorized by the Executive Committee, no officer, employee, agent or representative shall have any power or authority to bind the Foundation by any contract or engagement, or to pledge its credit, or render it liable pecuniarily for any purpose or to any amount in excess of $10,000.00.

9. 3. Deposits. All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies or other depositories as the Executive Committee may elect.

9. 4. Checks, Drafts, Orders for Payment. All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation shall be signed by the Chairman, Vice Chairman or Treasurer or as the Executive Committee from time to time shall determine by resolution.

9. 6. Contributions. The Gift Acceptance Committee may recommend to the Executive Committee any contribution, gift, bequest, or devise or any property whatsoever for acceptance, for the general and special purposes of the Foundation. However, in the case of a potential conflict of interest, the acceptance of a sizable contribution shall require an evaluation and approval by the Executive Committee after consultation with the Conflict of Interest Committee, which shall have the right to reject any such contribution by a majority vote.

ARTICLE 10

Voting Upon Shares of Other Corporations

Unless otherwise ordered by the Executive Committee, the Executive Director shall have full power and authority on behalf of the Foundation to vote either in person or by proxy at any meeting of shareholders of any corporation in which this Foundation may hold shares, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such shares that, as the owner, this Foundation might have possessed and exercised if present. The Executive Committee may confer like powers upon any other person and may revoke any such powers as granted at its pleasure.

ARTICLE 11

Fiscal Year

The fiscal year of the Foundation shall commence on July 1 of each year and end on June 30.

ARTICLE 12

Prohibition Against Sharing in Foundation Assets

No Trustee, officer, employee, agent, representative or member of a committee of or person connected with the Foundation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Foundation, provided that this shall not prevent the payment to any such person of such reasonable compensation as shall be fixed by the Executive Committee for services, property and other benefits provided to the Foundation in effecting any of its purposes and provided further that such compensation has been reviewed and approved by the Conflict of Interest Committee; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Foundation.

ARTICLE 13

Investments

The Foundation shall have the right to sell or retain all or any part of any securities or property acquired by it in whatever manner, and to retain, sell, invest and reinvest any funds held by it, according to the judgment of the Executive Committee, without being restricted to the class of investments that a trustee is or may be permitted by law to make or any similar restriction; provided, however, that no action shall be taken by or on behalf of the Foundation if such action would result in the denial of the tax exemption under any section or sections of the Internal Revenue Code and its Regulations as they now exist or as they may be amended, including without limitation Section 501 thereof.

ARTICLE 14

Exempt Activities

14. 1. Prohibited Actions. Notwithstanding any other provision of these Bylaws, no Trustee, officer, employee, agent or representative of this Foundation shall take any action or carry on any activity by or on behalf of the Foundation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may be amended.

14. 2. Required Disclosures.

The Foundation shall make all disclosures as required by federal tax laws and regulations and applicable state solicitation laws and the Conflict of Interest Committee.

ARTICLE 15

Indemnification

The Foundation shall indemnify its Trustees and officers to the fullest extent permitted under Georgia law and the Georgia Act, as amended or any successor law thereto. Said indemnification shall extend to any and all liabilities of the Trustees and officers arising directly from their duties and obligations to the Foundation or the Executive Committee in any and all capacities. By resolution duly adopted, the Executive Committee may authorize the Foundation to (i) indemnify any or all of its employees and agents who are not Trustees or officers to any extent that the Executive Committee may determine, up to and including the fullest extent permitted under Georgia law, as amended, or any successor thereto, and/or (ii) provide insurance coverage to any or all of its Trustees, officers, employees and agents against any or all risks or liabilities that such persons may incur by virtue of their relationships with the Foundation.

ARTICLE 16

Parliamentary Authority

Robert's Rules of Order shall be the governing authority for conduct of all meetings of the Board of Trustees, the Executive Committee, and all committees, except where inconsistent with law or with the Foundation's Articles of Incorporation, or these Bylaws, or any special rules designated by the Board of Trustees or the Executive Committee or any such committee for the conduct of its meetings.

ARTICLE 17

Amendments

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