RESOLUTION TO ESTABLISH THE FOUNDATION FOR



THE COLLEGE OF THE VIRGIN ISLANDS, INC.

(Board of Trustees meeting, March 9, 1986)



The undersigned does hereby certify that the following is a



true and exact copy of a resolution of the Board of Trustees of

the College of the Virgin Islands adopted at its meeting on

March 9, 1986, as recorded in the Minutes of said meeting:



WHEREAS, it is necessary for the College of the

Virgin Islands to seek and obtain financial assistance

and support from additional sources in order to supple-

ment its financial support from the Government of the

Virgin Islands and other existing sources; and



WHEREAS, it is a practice of institutions of

higher education to create a foundation for this

purpose; and



WHEREAS, the Executive Committee of the Board of

Trustees voted unanimously on January 7, 1986 to

establish a foundation for the College of the Virgin

Islands;



NOW, THEREFORE, BE IT RESOLVED that President

Arthur Richards, Vice President Orville Kean and

Chairman of the Board Ralph M. Paiewonsky are hereby

authorized to execute Articles of Incorporation for the

Foundation for the College of the Virgin Islands, Inc.,

substantially in the form of the Articles attached

hereto and made a part hereof; and to execute any and

all other documents necessary and appropriate to

establish the said Foundation as a = non-profit,

tax-exempt corporation.



eee x ae

Date ecretary of the Boar

ARTICLES OF INCORPORATION

OF

THE FOUNDATION FOR THE COLLEGE OF THE VIRGIN ISLANDS, INC.



We, the undersigned natural persons of the age of twenty-one

years or more, all of whom are bona fide residents of the Virgin

Islands of the United States, acting as incorporators of a

corporation whose chief business shall be in the Virgin Islands

of the United States, adopt the following Articles of Incorpora-

tion for such corporation pursuant to the Nonprofit Corporations

Law of the Virgin Islands (Title 13, chapter 3 of the Virgin

Islands Code):



ARTICLE I. NAME



4



The name of the Corporation shall be The Foundation for the



College ot the Virgin Islands, Inc.



ARTICLE II. DURATION



The Corporation's existence shall commence with the filing

of the Articles of Incorporation. The duration of the Corpora-



tion shall be perpetual.



ARTICLE III. PURPOSE



The Corporation is organized and shall be operated exclusive-

ly for charitable and educational purposes within the meaning of



section 501(c)(3) of the Internal Revenue Code of 1954 (or the

a

Oe



corresponding provision of any subsequent federal tax law). More

specifically, the Corporation shall be operated for the scie

purpose of assisting and supporting the College of the Virgin

Islands, an independent instrumentality of the Government of the

Virgin Islands, in accomplishing its charitable and educational

mission at such times and in such manner as shall be deemed



appropriate by the Board of Trustees of the College of the Virgin

Islands.



ARTICLE IV. POWERS



Without limiting the general powers granted to a nonprofit

corporation by the laws of the United States Virgin Islands, the

Corporation shall have the following specific powers:



i To solicit, accept, hold, invest, reinvest and

administer any gifts, legacies, bequests, devises, funds, and

property of any sort or nature, and to use, expend, or donate the

income or principal thereof for, and to devote the same to, the

support of the College of the Virgin Islands, all at such times,

by such means and under such priorities for the use of such funds

as shall have been set by the Board of Trustees of in College of

the Virgin Islands.



2. To receive grants from individuals, private

foundations or other non-governmental sources for the benefit of

the College of the Virgin Islands and to disburse such grants for

the support of such educational programs and services, all at



such times, by such means and under such priorities as have been

224



determined by the Board of Trustees of the College to be

necessary or advisable to strengthen and/or expand higher and

continuing educational opportunities at the College.



a. To perform any and all lawful acts and things that

may be necessary, useful, suitable or proper for the furtherance

or accomplishment of the purposes of the Corporation; provided,

however, that the Corporation shall not carry on any activity not

permitted to be carried on by (a) a corporation that is exempt

from federal tax under section 501(c)(3) of the Internal Revenue

Code of 1954 (or the corresponding provision of any subsequent

federal tax law) and (b) a corporation contributions to which are

deductible under section 170 of the Internal Revenue Code of 1954

(or the corresponding provision of any subsequent federal tax

law).



4, No part of the net earnings of the Corporation

shall inure to the benefit of any individual. The Corporation

shall, however, be authorized and empowered to pay reasonable

compensation for services rendered and to make payments in

furtherance of its purposes.



ae The Corporation may carry on propaganda, or

otherwise attempt to influence legislation to the extent

permitted to a public charity by the Internal Revenue Code of

1954 (or the corresponding provision of any subsequent federal

tax law). The Corporation shall not participate in, or intervene

in (including the publishing or distributing of statements) any

political campaign on behalf of or in opposition to any candidate



for public office.

225-



ARTICLE V. RESIDENT AGENT - OFFICE



A. The address of the Corporation's principal office in

the Virgin Islands is: College of the Virgin Islands, St.

Thomas, U.S. Virgin Islands.



Be The Corporation's initial resident agent at the corpora-

tion's principal office in the Virgin Islands is Dr. Orville



Kean.



ARTICLE VI. MEMBERS



The Corporation shall have no members.



ARTICLE VII. DIRECTORS



Ls The Corporation shall be managed by a Board of

Directors.



Zs The number of Directors constituting the initial

Board of Directors is three. The number of Directors may be

increased from time to time in accordance with bylaws adopted by

the Board of Directors, with the advise and consent of the Board

of Trustees of the College ot the Virgin Islands, but in no event

shall be less than three.



a The names and addresses of the persons who are to



serve as the initial Directors of the Corporation are:



NAME ADDRESS

Ralph M. Paiewonsky P.O. Bee 275, St. Thomas, Vit.

Arthur A. Richards P.O. Box 682, St. Thomas, Vit.



Orville Kean P.O. Box 6046% St. Thomas, V.I1.

226



4, Directors shall be elected at an annual meeting of

the Corporation on a date specified in the Bylaws. Any vacancy

occurring in the Board of Directors upon the death, resignation,

expiration of term of office, removal of any Director, or as a

result of an increase in the number of Directors, shall be filled

by majority vote of the remaining members of the Board of

Directors then in office under procedures specified in the

Bylaws, and with the advice and consent of the Board of Trustees



of the College of the Virgin Islands.



ARTICLE VIII. REGULATION OF INTERNAL AFFAIRS



is The initial Bylaws of the Corporation shall be

adopted by the Board of Directors, which may alter, amend or

repeal the Bylaws or adopt new Bylaws, with the advice and

consent of the Board of Trustees of the College of the Virgin

islands.



ye The annual operating budget of the Corporation

shall be subject to approval by the Board or Trustees of the

College of the Virgin Islands and shall arise only from funds

provided by the College of the Virgin Islands.



2. In the event of dissolution or final liquidation

of the Corporation:



(a) None of the property of the Corporation or

any of the proceeds thereof shall be distributed to or

divided among any of the Directors or officers of the



Corporation or inure to the benefit of any individual.

227



(b) Assets held by the Corporation upon a

condition which occurs by reason of the dissolution

shall be returned or conveyed in accordance with such

requirements.



(c) After all liabilities and obligations of the

Corporation have been paid, satisfied and discharged,

or adequate provisions made therefor, all remaining

property and assets of the Corporation shall be distri-

buted to the College of the Virgin Islands.



4. However, if at the time of dissolution or final

liquidation of the Corporation, the College of the Virgin Islands

is not in existence or qualified as an organization described in

section 50l1(c)(3) of the Internal Revenue Code of 1954 (or the

successor section of any subsequent federal tax law) then such

property shall be distributed to one or more organizations which

shall comply with all of the following conditions:



(a) Such organization shall be organized and

operated exclusively for charitable or educational

purposes with its principal emphasis on _ public

education in the Virgin Islands.



(b) Such organization shall be exempt from

federal income taxation by reason of section 501(c) (3)

of the Internal Revenue Code of 1954 (or the correspond-

ing provision of any subsequent federal tax law).



(c) Contributions to such organization shall be



deductible by reason of section 170 of the Internal

228



=



Revenue Code of 1954 (or the corresponding provision of



any subsequent federal tax law).



Ds The Corporation shall operate in such manner as

will enable it to qualify as an organization that is not a

private foundation under section 509(a)(3) of the Internal

Revenue Code of 1954 (or the corresponding provision of any

subsequent federal tax law). However, for any period for which

the Corporation is a private foundation as defined by section 509

of the Internal Revenue Code of 1954 (or the corresponding

provision of any subsequent federal tax law), the Corporation

shall be subject to the following restrictions and prohibitions:



(a) The Corporation shall make distributions for

each taxable year at such time and in such manner as

mot to become subject to the tax imposed on undistri-

buted income by section 4942 of the Internal Revenue

Code of 1954 (or the corresponding provision of any

subsequent federal tax law).



(b) The Corporation shall not engage in any act

of self-dealing as defined in section 4941(d) of the

Internal Revenue Code of 1954 (or the corresponding

provision of any subsequent federal tax law).



(c) The Corporation shall not retain any excess

business holdings which will subject it to tax under

section 4943 of the Internal Revenue Code of 1954 (or

the corresponding provision of any subsequent federal



tax law).

229



(d) The Corporation shall not make any invest-

ments in a manner such as to subject it to tax under

section 4944 of the Internal Revenue Code of 1954 (or

the corresponding provision of any subsequent federal

tax law).



(e) The Corporation shall not make any taxable

expenditures as defined in section 4945(d) (or the

corresponding provision of any subsequent federal tax

law).



ARTICLE IX. INDEBTEDNESS



The Corporation shall have no authority to incur any indebted-



ness or liability.



ARTICLE X. AMENDMENTS TO ARTICLES OF INCORPORATION



Amendments to the Articles of Incorporation shall be adopted

by a two-thirds vote of all of the members of the Board of

Directors, and with the advice and consent of the Board of



Trustees of the College of the Virgin Islands.



ARTICLE XI. INCORPORATORS



The names and addresses of the persons who are the incorpora-



tors of the Corporation are:



NAME ADDRESS

Ralph M. Paiewonsky P.O, Box 275, St. Thomas, V.1.

Arthur A. Richards P.0. Box 482, St. Thomas, Vii.



Orville Kean P.0. Box 6046, St. Thomas, V.t.

230



io ie



IN WITNESS WHEREOF,



we have



subscribed and acknowledged



these Articles of Incorporation this »,“ day of _¢4.-/7 .,



1986.



Zh



'



on |



rf



AE MEZ



‘



# MINAS



—



4



Ralph M. Palewonsky



Orville sia



TERRITORY OF THE VIRGIN ISLANDS)



JUDICIAL DIVISION OF ST. THOMAS)



SS:



AND ST. JOHN



=



a



ON THIS THE



=f



AerwvR



day of



# /



-& wi



’



1986,



before me,



the



undersigned officer, personally appeared RALPH PAIEWONSKY, known



to me (or satisfactorily proven) to be the person whose name is



subscribed to the within instrument and acknowledged that he



executed the same for the purpose therein contained.



IN WITNESS WHEREOF,



I hereunto set my hand and official



seal.



~



pn



|



|



“—-



ES



i



,



—~



ta Aas



XY PUBLIC



Aare



7



My Commission Expires:



/

231



- 16= 2)

TERRITORY OF THE VIRGIN ISLANDS)

JUDICIAL DIVISION OF ST. THOMAS) SS:

AND ST. JOHN )

re =

ON THIS THE ~'~* day of /)| Usk’, 1986, before me, the



undersigned officer, personally \appeared ARTHUR A. RICHARDS,

known to me (or satisfactorily proven) to be the person whose

name is subscribed to the within instrument and acknowledged that

he executed the same for the purpose therein contained.



IN WITNESS WHEREOF, I hereunto set my hand and official



seal.



ARY/PUBLIC

My Commission Expizes:



af



™~

+ nee x



TERRITORY OF THE VIRGIN ISLANDS)

JUDICIAL DIVISION OF ST. THOMAS) SS:



AND ST. JOHN

ON THIS THE ~ Fis of /)|{-vtsy, 1986, before me, the

undersigned officer, personally appeared ORVILLE KEAN, known to

me (or satisfactorily proven) to be the person whose name is

subscribed to the within instrument and acknowledged that he



executed the same for the purpose therein contained.



IN WITNESS WHEREOF, I hereunto set my hand and cfficial

seal. Se



ed ed ad gl Oe t ag a

NOTARY / PUBLIC

My Commission Expires: ;’



/

232



CONSENT TO USE OF NAME



WHEREAS, the Chairman of the Board of Trustees of the

College of the Virgin Islands (hereinafter "College") and the

President and Executive Vice President of the College propose to

form a non-profit corporation which shall be a fund-raising

organization for the benefit of the College; and



WHEREAS they also desire the non-profit corporation to be

named THE FOUNDATION FOR THE COLLEGE OF THE VIRGIN ISLANDS, INC.;



NOW THEREFORE, in consideration of the benefit to the

College, expected to result from the formation of the

corporation, the COLLEGE OF THE VIRGIN ISLANDS hereby consents to

the use of the name THE FOUNDATION FOR THE COLLEGE OF THE VIRGIN

ISLANDS, INC. by the corporation.



IN WITNESS WHEREOF we have duly executed this Consent on the



Zo” day of —Garcg » 1986.



WITNESSES: : COLLEGE OF THE VIRGIN ISLANDS

a ee L 4 or ie =

<n patie teas ; er ee a By:_ LV itCAL Vdhwe Pite-/

eich ea RALPH PAIEWONSKY,

Chairman of the Board of



Trustees



a: Ce le Secretary of the Board

pee Pr Soe a of Trustees

233



TERRITORY OF THE VIRGIN ISLANDS)

JUDICIAL DIVISION OF ST. THOMAS) SS:

AND ST. JOHN )



On this the ~~ day se et » 1986, before me, the

undersigned officer, personally dppeared RALPH M. PAIEWONSKY who

acknowledged himself to be the Chairman of the Board of Trustees

of the COLLEGE OF THE VIRGIN ISLANDS; and that he executed the

foregoing instrument in the capacity stated above.



IN WITNESS WHEREOF, I hereunto set my hand and official

seal. ;



—_— \



ia) ! Frid



leche Sot operates Cae

PUBLIC .

+ 2 . ey ay Pe ad

My Commission Expires: 7. —' |



/



TERRITORY OF THE VIRGIN ISLANDS)

JUDICIAL DIVISION OF ST. THOMAS) SS:

AND ST. JOHN )



oT



On this the Dr day of ie » 1986, before me, the

undersigned officer, personally appeared ARTHUR A. RICHARDS who

acknowledged himself to be the Secretary of the Board of Trustees

of the COLLEGE OF THE VIRGIN ISLANDS; and that he executed the

foregoing instrument in the capacity stated above.



IN WITNESS WHEREOF, I hereunto set my hand and official



ARY 'PUBL:iC —



My Commission Expires:



seal.



7



a

—

BYLAWS OF THE

FOUNDATION FOR THE COLLEGE OF THE VIRGIN ISLANDS, INC.



ARTICLE I - OFFICES



The Foundation shall have and continuously maintain in the

United States Virgin Islands a principal office and a resident

agent, whose office of business is identical with such principal

office, and may have such other offices within or without the

United States Virgin Islands, at such location or locations as

the Board of Directors may from time to time determine. The

principal office of the Foundation shall be at the College of the



Virgin Islands in St. Thomas, U.S. Virgin Islands.



ARTICLE II - BOARD OF DIRECTORS



Section 1 - General Powers: The affairs of the Foundation



shall be managed by its Board of Directors, and all corporate

powers shall be exercised by the Board of Directors, except as

otherwise expressly required by the Articles of Incorporation, by

these Bylaws or by law.



Section 2 - Number of Directors: The number of Directors



shall be fifteen. This number may be increased or decreased by

the Board of Directors in accordance with these Bylaws, subject

to the advice and consent of the Board of Trustees of the College

of the Virgin Islands, but shall never be less than three.



Section 3 - Election and Appointment - Term of Office -



Vacancies: The initial Directors, to serve at least until the



1986 Annual Meeting, shall be those individuals named in Article



234

VII(3) of the Articles of Incorporation. Thereafter the Board of

Directors shall consist of Permanent and Public Directors as

specified below:



a. Permanent Directors: The three permanent



Directors of the Corporation shall at all times be

persons selected by the Board of Trustees of the

College of the Virgin Islands from among the incumbent

members of such Board of Trustees and the

administrative officers of the College, and shall serve

as Directors of the Foundation only so long as they are

Trustees of the College of the Virgin Islands or

administrative officers of the College or until their

replacements are selected by the Board of Trustees of

the College. If the Board of Trustees is unable to

agree on specific individuals to be named as the three

permanent Directors of the Foundation, the Chairman of

the Board of Trustees of the College of the Virgin

Islands shall select the individuals to so serve. The

initial three permanent Directors of the Foundation

shall be the Chairman of the Board of Trustees of the

College, the President of the College and the Executive

Vice-President of the College. Any vacancy in the

office of a Permanent Director shall be filled by

majority vote of the Board of Trustees of the College

of the Virgin Islands at a meeting at which a quorum is



present and acting.



bs

b. Public Directors: The three Permanent



Directors named at the annual meeting of the

Corporation in 1986 shall appoint twelve individuals

from among the general public to serve as Public

Directors of the Foundation. In order to insure a

stable system of rotation these individuals shall be

selected to serve one, two, and three year terms, but

shall serve until their successor is’ selected.

Thereafter, on the expiration of each such term, the

selection of Public Directors shall be for three year

terms, but each shall serve until his successor is

selected. Individuals may be elected to serve for more

than one term. The election of Public Directors shall

be at the Annual meeting of the Board of Directors of

the Foundation by majority vote of the Directors at

such meeting from among a list of candidates furnished

to the Board of Directors by the Board of Trustees of

the College of the Virgin Islands. No person not on

such list can be validly selected to serve as a

Foundation Director. Vacancies in the office of Public

Director shall be filled by majority .vote of the

Directors at the Annual or any special meeting of the

Board from among persons recommended to fill such

vacancies by the Board of Trustees of the College.



Section 4 - Annual Meeting: Except as shall otherwise be



agreed to by the Board of Directors from time to time, the Annual



Meeting of the Board of Directors shall be held on a date

established by resolution of the initial Board of Directors for

the purpose of electing Directors and for the transaction of such

other business as may properly come before the meeting. Such

Annual meeting may, upon proper notice provided as specified

below, be held either within or without the Virgin Islands.



Section 5 - Regular Meetings: Regular meetings of the Board



of Directors may be held at such times and places, within or

without the United States Virgin Islands, as may be designated

from time to time by resolution of the Board of Directors without

other notice than such resolution.



Section 6 - Special Meetings: Special meetings of the Board



of Directors shall be called by or at the request of the Chairman

of the Board of Directors, or any two (2) or more Directors. The

person or persons authorized to call special meetings of the

Board may, upon the giving of the notice referred to below, fix

any time and place, either within or without the United States

Virgin Islands, for holding any special meeting of the Board



called by him or her or them.



Section 7 - Notice: Notice of any special meeting of the



Board of Directors shall be given by delivering written notice

personally, by mail, or by telegram to each Director at his or

her address as shown by the records of the Foundation at least

ten (10) days prior to such meeting. 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

thereon prepaid. If notice be given by telegram, such notice

shall be deemed to be delivered when the telegram is delivered to



the telegraph company. Every notice of a special meeting of the



23



a]

Board of Directors shall state the time and place of such

meeting, but neither the business to be transacted at, nor the

purpose of, such meeting need be specified in the notice of such

meeting, unless specifically required by these Bylaws or by law.



Section 8 - Waivers of Notice of Meetings: Anything in



these Bylaws or in any resolution adopted by the Board of

Directors to the contrary notwithstanding, whenever any notice is

required to be given to any Director of any meeting of the Board

of Directors for any purpose by the Articles of Incorporation, by

these Bylaws, or by law, a written waiver of notice, signed

before or after the meeting by the person or persons entitled to

such notice, shall be equivalent to the giving of such notice.

The attendance of any 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 at, nor the

purposes of, any meeting need be specified in the waiver of

notice of any meeting, unless specifically required by these



Bylaws or by law.



Section 9 - Quorum and Manner of Acting: A majority of the

Board of Directors shall constitute a quorum for the transaction

of business. However, no business can be transacted by the Board

without the presence and/or participation of one or more of the

Permanent Directors. The Act of a majority of the Directors

present at any meeting at which a quorum is present shall be the



act of the Board, except as otherwise provided by the Articles of



238

ie aks



Incorporation, by these Bylaws, or by law. Meetings of the

Board, or participation in such a meeting, may be held by

telephone conference call or other communications equipment that

allows all to participate and be heard. In the absence of a

quorum, a majority of the Directors present may adjourn the

meeting without further notice or from time to time until a

quorum is obtained. The Board of Directors shall act only as a

Board and an individual Director shall have no power as such.



Section 10 - Organization: A Chairman of the Board of



Directors shall be elected by majority vote at the Annual meeting

of the Board, from among the members of the Board, to preside at

meetings of the Board. At each meeting of the Board of

Directors, the Chairman, or, in his or her absence, a Director

chosen by a majority of the Directors present, shall preside.

The Secretary shall act as secretary of the meeting. In the

absence of the Secretary, the Chairman, or any other person

presiding at the meeting, shall select a person to act as

secretary of the meeting. .



Section 11 - Removal: Any Public Director may be removed at



any time, either with or without cause, by such vote as would

suffice for his or her election, given at any properly convened

meeting of the Directors at which a quorum shall be present. A

Permanent Director may be removed only by majority vote of the

Board of Trustees of the College of the Virgin Islands, at 4

meeting at which a quorum is present and acting.



Section 12 - Resignations: Any Director may resign at any



time by notifying the President or the Secretary in writing.

=



Such resignation shall take effect at the time therein specified,



and unless otherwise specified, need not be accepted to be



effective.



Section 13 - Committees: The Board of Directors, by a



resolution adopted by vote of a majority of the Directors in

office, may establish and appoint the members of one or more

Committees, each of which shall consist of two or more Directors,

one of whom shall in all cases be a Permanent Director. Such

Committees, including an Executive Committee, except as otherwise

provided by resolution or in these Bylaws, shall have and

exercise the authority of the Board of Directors in the

management of the Foundation with respect to ordinary

administrative matters while the Board of Directors is not in

session. A majority of any such Committee shall constitute a

quorum as defined in section 9 of this Article for the

transaction of business, and the act of a majority of those

present at any meeting of such Committee at which a quorum is



present shall be the act of the Committee provided that a



Permanent Director was present at such meeting. Such a Committee |.



shall act only as a Committee, and the individual members shall

have no power as such.



The Board of Directors, by 2 resolution adopted by vote of a

majority of the Directors present at a4 properly convened meeting

of the Board may establish and appoint the members of other

Committees, which Committees shall not have or exercise the



authority of the Board of Directors.



Ps ee

The Board of Directors, by such vote as would suffice for

establishing and appointing the members of any Committee, shall

have the power at any time to discharge such Committee, either

with or without cause. The appointment of any Director to any

such Committee, if aoe sooner terminated, shall automatically

terminate upon expiration of his or her term as a Director and

the selection of his or her successor to the Board or upon the

earlier cessation of his or her membership on the Board of

Directors.



Section 14 - Action without a Meeting: Any action required



to be taken at a meeting of the Board of Directors, or which may

be taken at any meeting of the Board of Directors, or of a

Committee of Directors, may be taken without a meeting if a

consent in writing, setting forth the action so taken or to be

taken, shall be signed by all of the Directors, or all of the

members of the Committee of Directors, who are entitled to vote

with respect to the subject matter of such action. Such consent

shall have the same force and effect as a unanimous vote.



Section 15 - Compensation: Directors as. such shall not



receive any stated salaries for their services as Directors

provided that nothing herein contained shall be construed to

preclude any Director from serving the Foundation in any other

capacity and receiving compensation for such service. The

reasonable expenses of Directors incurred in fulfilling their

responsibilities hereunder may be paid or reimbursed by the



Foundation.



41

ARTICLE III - OFFICERS



Section 1 - Officers: The officers of the Foundation shall



be an Executive Director, a Treasurer, a Secretary and the

holders of such other offices as may be established in accordance

with this Section. The Board of Directors may establish such

other offices, including that of Assistant Secretary, or

Assistant Treasurer, as it shall deem desirable, the holders of

such offices to have the authority and perform the duties

prescribed, from time to time, by the Board of Directors. Any

two (2) or more offices may be held by the same person, except

that the same person shall not hold the offices of both Executive

Director and Secretary.



Section 2 - Election, Term of Office and Qualifications:



Each officer of the Foundation shall be elected by affirmative

vote of a majority of the Directors in office, taken at any

meeting of the Board of Directors. Each officer shall hold

office until his or her successor shall have been duly chosen and

qualified, or until his or her death, resignation, or removal in

the manner heretofore provided.



Section 3 - Removal: Any officer elected or appointed by



the Board of Directors may be removed with or without cause, by



resolution adopted at any meeting of the Board ot Directors by

vote of a majority of the Directors in office, but such removal

shall be without prejudice to the contract rights, if any, of the



person so removed.



Section 4 - Kesignations: Any officer may resign at any



time by giving written notice to the Board ot Directors or the



242

24



Executive Director or the Secretary. Any such resignation shall

take effect on the date of receipt of such notice or any later

time therein specified; and, unless otherwise specified, need not

be accepted to be effective.



Section 5 - Vacancies: A vacancy in an office may be filled



by affirmative vote of a majority of the Directors in office at

any properly convened meeting of the Board of Directors at which

a quorum is present and acting.



Section 6 - Executive Director: The Executive Director



shall be the principal executive officer of the Foundation and

shall implement and supervise all of the business and affairs of

the Foundation, subject, however, to the control of the Board of

Directors and of any duly authorized Committee of Directors. In

addition, the Executive Director shall perform such other duties

as may be prescribed by the Board of Directors from time to time.



Section 7 - Treasurer: Except as may otherwise be provided



by the Board of Directors or any duly authorized Committee of

Directors, the Treasurer shall have charge and custody of and be

responsible for all funds and securities of the Foundation; shall

receive and give receipts for monies due and payable to the

Foundation from any source whatsoever; shall deposit all such

monies in the name of the Foundation in such banks, trust

companies or other depositaries as shall be selected in

accordance with these Bylaws; shall, against proper vouchers,

cause such funds to be disbursed from the authorized depositaries

of the Foundation; shall regularly enter or cause to be entered



in books to be kept under his or her direction full and adequate

=

. 244

accounts of all monies received and paid for the account of the

Foundation; and shall in general perform the duties incident to

the office ot Treasurer and such other duties as from time to



time may be assigned by the Executive Director or by the Board of



Directors. In addition, if required by the Board, the Treasurer|.°



shall give a bond for the faithful discharge of his or her duties

in such sum and such surety as the Board shall determine.



Section 8 - Secretary: The Secretary shall act as secretary



of the meetings of the Board of Directors and shall keep the

minutes thereof in the proper book or books provided for that

purpose; shall see that all notices required to be given by the

Foundation by these Bylaws or by law are duly given and served;

shall have charge and custody of the seal of the Foundation and

shall affix the seal or cause it to be affixed to all documents

the execution of which on behalf of the Foundation is duly

authorized in accordance with these Bylaws; shall have charge and

custody of the books, records, and papers of the Foundation

relating to its organization and management; and shall in general

perform the duties incident to the office of Secretary and such

other duties as from time to time may be assigned by the



Executive Director or the Board.



ARTICLE IV - DEPOSITS, GIFTS, CHECKS,

DRAFTS, CONTRACTS, AND OTHER DOCUMENTS



Section 1 - Execution of Contracts and Other Documents: The



Board of Directors or any duly authorized Committee of Directors



except as by law or by these Bylaws is otherwise required, may

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245



authorize any officer or officers, agent or agents of the

Foundation, in addition to the officers so authorized by these

Bylaws, to enter into any contract or execute and deliver any

deed or other instrument or document in the name of and on behalf

of the Foundation, and such authority may be general or confined

to specific instances.



Section 2 - Checks, Drafts, etc.: All checks, drafts, other



orders for payment of money issued in the name of the Foundation

shall be signed by such. officer or officers, agent or agents of

the Foundation and in such manner as shall be from time to time

determined by resolution of the Board or of any duly authorized

Committee. In the absence of such determination, such

instruments shall be signed by the Treasurer upon express written

authorization from the Executive Director of the Foundation.



Section 3 - Gifts: The Board of Directors may accept on



behalf of the Foundation any contribution, gift, bequest or

devise for the general purposes or for any special purpose of the

Foundation and the Executive Director together with the Secretary

or Treasurer shall be empowered to execute such documents or

instruments necessary to manage, administer, imvest or reinvest|

the same.



Section 4 - 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 depositaries as the Board



of Directors or any duly authorized Committee of Directors may

a<3<



246

from time to time select. Operating funds provided by the

College of the Virgin Islands to the Foundation shall be

deposited in a separate account set up exclusively for such



funds.



ARTICLE V - INDEMNIFICATION



Section 1 - Scope of Indemnification: The Foundation shall



indemnify its Directors and officers for judgments, fines

(whether civil, criminal, administrative, or investigative),

amounts paid in settlements, costs, and reasonable expenses,

including attorneys' fees actually and necessarily incurred as a

result of any action or proceeding or any appeal or collateral

proceeding in connection therewith, arising out of the discharge

of their duties as directors and officers. A Director or officer

may receive the indemnity provided under this section for any

actual or alleged error or mistatement or misleading statement or

act or omission in the discharge of his or her duties, or any

matter claimed against him or her solely by reason of his or her

being an officer or director, except for his or her own wilful

act of misconduct (such as fraud or dishonesty) or gross

negligence. ‘the termination of any action, suit, or proceeding



by judgment, order, settlement, conviction, or upon a plea of



nolo contendere or its equivalent, shall not, of itself, create a

presumption that the officer or director engaged in a wilful act



of misconduct or gross negligence.

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247



Section 2 - Insurance: The Foundation shall have the power |



to purchase and maintain insurance on behalf of itself and any

person who is or was a Director or officer against liability or

cost that is asserted against or incurred by it, him, or her, in



connection with the activities of the Foundation.



ARTICLE VI - MISCELLANEOUS



Section 1 - Books and Records: The Foundation shall keep



correct and complete books and records of account and shall also

keep minutes of the proceedings of its Board of Directors, and

shall keep at is principal office a record giving the names and

addresses of the members of the Board of Directors. All books

and records or the Foundation may be inspected by any Director,

or his or her agent or attorney, for any proper purpose at any

reasonable time.



Section 2 - Fiscal Year: The fiscal year of the Foundation



shall end on the last day of September of each year unless

otherwise determined by the Board of Directors.



Section 3 - Seal: The Foundation shall have a corporate



seal, which shall contain the name of the Foundation, the year of

its creation, and shall be in such form as may be approved by the



Board of Directors.



Section 4 - Reports: The officers of the Foundation, under

the direction of the Executive Director, shall prepare quarterly

reports on the Foundation's program and financial condition, and

shall obtain annual audited financial reports from an independent



certified public accountant on its financial condition. The

eiS<



officers of the Foundation shall submit these reports to the

Board of Directors of the Foundation and to the President and

Board of Trustees of the College of the Virgin Islands, and such



other reports as they may request.



ARTICLE VII - AMENDMENTS TO THE BYLAWS



These Bylaws may be altered, amended, or repealed, or new

bylaws adopted by majority vote of the Directors in office at any

meeting of the Board of Directors at which a quorum is present,

with the advice and consent of the Board of Trustees of the



College of the Virgin Islands.



I certify that the foregoing Bylaws for the Foundation for

the College of the Virgin Islands, Inc., were adopted for the

organization by its Board of Directors at the organizational



meeting of the organization held on le wii g > ARG.



These Bylaws are currently in effect.



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MLL Pcl beth, Pijabe

Orficer vr

Ate bh.



Date