Bylaws

Livonia Community Foundation - Taking care of the future today! LIVONIA COMMUNITY FOUNDATION

Taking Care of the Future Today

LIVONIA COMMUNITY FOUNDATION

BYLAWS

Article I - ORGANIZATION

1.01 Name. The name of this organization is Livonia Community Foundation, hereinafter referred to as the "Corporation".

1.02 Non-Profit Nature. The Corporation is organized as a non-profit corporation under the laws of the State of Michigan. Nothing contained in these By-laws shall negate that status.

1.03 Registered Office. The Corporation shall maintain a registered office, at such place as the Board of Trustees shall from time to time determine, within the City of Livonia, County of Wayne, State of Michigan and within all states wherein the Corporation has obtained a Certificate of Authority for transacting business in such state.

1.04 Structure. The Corporation is organized on a Trusteeship basis and, therefore, the Board of Trustees shall establish and oversee the implementation of the Bylaws and Policies guiding the Corporation, as more thoroughly set forth in Article II.

1.05 Fiscal Year. The fiscal year of the Corporation shall end on the last day of December of each year.

1.06 Purpose and Objectives. The purposes for which the Corporation is organized are to receive and administer funds and to make grants and gifts in aid in the support and assistance of: 1) promotion and development of community resources, properties and civic treasures; 2) promotion and support, and development of public interest in the arts and other cultural undertakings; and 3) promotion and support of charitable programs and charitable activities for the welfare of the community and the needs of its citizens, which shall include, but not be limited to, the areas of health, social services, safety, housing, education, and similar areas,, all for the benefit of the City of Livonia, and it's citizens. Included in such purposes is the making of distributions to organizations that qualify as exempt organizations under Internal Revenue Code Sections 501 (c)(3) as enacted or hereinafter amended.

Article II - TRUSTEES

2.01 Trustees-at-Large. The affairs of this Corporation shall be managed by a Board of Trustees consisting of not less than seven (7) and not more than thirty-five (35) trustees. The Trustees shall be elected at the Annual Meeting of the Corporation, except as provided in Sections 2.05, 2.06, 2.07, and 2.08 below, and the Trustees elected at such meeting shall hold office for a three (3) year term.

2.02 Officers. The Board shall select from its membership the Executive Officers who have such duties and authority as are hereinafter set forth.

2.03 Elections. At the Annual Meeting of the Board, the Board shall elect Trustees to serve for a three (3) year term, or until their successors shall take office, said term to commence on the first day of the month following the date of the meeting at which they were elected.

Candidates for each position shall be elected by a plurality of votes cast for each position by those present and voting at the Annual meeting. Secret ballots may be used and absentee ballots are permitted subject to the policy (if any) promulgated by the Corporation in accordance with Section 14.1.

2.04 Term. Trustees will serve three (3) year terms.

2.05 Removal. The Trustees may, at any special meeting called for that purpose, remove any member of the Board of Trustees, with or without cause, by a majority vote and at such meeting or any other meeting called for that purpose, may elect a Trustee to fill the vacancy thus created.

2.06 Resignation. A Trustee may resign by written notice to the Corporation. The resignation is effective upon its receipt by the Corporation or a subsequent time as set forth in the notice of resignation.

2.07 Absence of Trustees. Any member of the Board who is unable to attend a Trustee's meeting shall notify either the President or his designate of his inability to attend. If a Trustee has unexcused absences from three (3) meetings of the Board, that seat on the Board may be declared vacant by the President following a majority vote of the Board, and the vacancy so created shall be filled as provided in Section 2.08.

2.08 Vacancy. Any vacancy in the Board of Trustees occurring by reason of death, resignation, removal, increase in the number of Trustees, or otherwise, shall be filled by vote of the Trustees of the Corporation, and such Trustee so elected shall hold office until a successor is elected and qualified at the next annual meeting of Trustees or at any special meeting of Trustees called for such purpose.

2.09 Business. The business of the Corporation shall be managed by its Board of Trustees, which may exercise all such powers of the Corporation and do all such lawful acts and things as are required by statute or by the Articles of Incorporation or by these Bylaws.

2.10 Gifts and Endowments. The Board of Trustees shall have the right to accept in the name of the Corporation any gifts, endowments, devices or bequests to say Corporation and to administer the same according to terms or, in the absence of such terms, in conformance with the purposes and objectives of the corporation.

2.11 Staff and Vendors. The Board of Trustees may authorize the employment of an Executive Trustee. In addition, the Board may authorize the use or hire of any agents, organizations, associations, companies or corporations necessary to conduct the affairs of the Corporation.

2.12 Compensation. The Trustees of the Board shall not be compensated in any manner except for reimbursements for any reasonable expense properly authorized by the Board and incurred in connection with duties in the interest of the Corporation.

2.13 Trustee Liability. A volunteer Trustee of the Corporation shall not be personally liable to the Corporation or its Trustees or Officers for monetary damages for a breach of fiduciary duty as a Trustee, except for liability:

(a) For any breach of the Trustee's duty of loyalty to the Corporation or its Trustees or Officers; or

(b) For acts or omissions made not in good faith or which involve intentional misconduct or a knowing violation of law; or

In the event the Michigan Non-profit Corporation Act is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of Trustees, then the liability of a Trustee of the Corporation shall be eliminated or limited to the fullest extent permitted by the Michigan Non-profit Corporation Act, as so amended. Any repeal, modification or adoption of any provision in the Articles of Incorporation inconsistent with this Article shall not adversely affect any right or protection of a Trustee of the Corporation existing at the time of such repeal, modification or adoption.

ASSOCIATE TRUSTEES

2.14 Associate Trustees. The President of any affiliate organization as defined in section 7.01, or his or her designee, shall serve as an associate Trustee of the Corporation. An Associate Trustee may apply with the President of the Foundation to serve as a committee member on any of the standing committees except the Executive Committee. An Associate Trustee is not entitled to vote at any meeting of the Board of Trustees.

MEETINGS OF THE BOARD OF TRUSTEES

2.15 Form. The Board of Trustees of the Corporation may hold meetings, both regular and special., unless otherwise restricted by the Articles of Incorporation, members of the Board of Trustees, or any committee designated by the Board, may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

2.16 Regular Meetings. Regular meetings of the Board of Trustees shall be called by the President and held at such time and at such place or places as the Trustees shall from time to time determine. If the time and place of the next regular meeting of the Board is determined at any meeting of the Board, no notice of the meeting shall be required. If the time and place is changed after a prior determination, the Secretary shall give such notice to the Trustees as is provided in the case of a special meeting.

2.17 Special Meeting. Special meetings of the Board of Trustees for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation may be called by the President or shall be called by the Secretary upon the written request of least one-third of the membership of the entire Board or as otherwise provided by statute or by the Articles of Incorporation. The Secretary shall convene a special meeting not later than thirty (30) days after receipt of the written request and shall give notice of the time, place and purpose thereof to each Trustee, by mail, telegram or other writing, at least ninety-six (96) hours before the date fixed for such meeting.

2.18 Annual Meeting. The Annual Meeting of the Corporation shall be held in the month of January, at a date and time as shall be designated by the Board of Trustees and stated in the notice of the meeting, at which they shall install the Board of Trustees and transact such other business as may properly be brought before the meeting.

2.19 Notice of Annual Meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each Trustee entitled to vote at such meeting either through this organization's quarterly publication, by computer message or Fax, or by ordinary mail, at least seven (7) days before the meeting, directed to each Trustee at that Trustee's last known address. Failure of any Trustee to receive notice of a meeting shall not invalidate such meeting.

2.20 Business of Annual Meeting. The business of the annual meeting shall include the presentation of annual reports, the election of officers, and such other business of the Corporation as may properly be brought before the meeting.

2.21 Permitted Meetings. Trustees may participate in a Trustees meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, provided that all participants in the meeting are advised of the use of such equipment and that the names of all participants in the conference call are disclosed to all the participants. Participation in a meeting pursuant to this section shall constitute presence in person at a Trustees meeting.

2.22 Meeting Notice. At any meeting, regular or special, at which every Trustee is present, even without notice, all business may be transacted. Notice of the time, place, and purpose of any meeting, regular or special, of the Board of Trustees may be waived by telegram, or other writing by those not present and entitled to vote thereat, either before or after the holding thereof.

2.23 Waiver of Notice. Attendance of a person at a meeting of Trustees in person or by proxy constitutes a waiver of notice of the meeting except where the Trustee attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened.

2.24 Quorum. At all meetings of the Board of Trustees, a majority shall constitute a quorum for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the Trustees, the Trustees entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice, other than announcement at the meeting fixing the time and place for a new meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Trustee of record entitled to vote at the meeting.

2.25 Pending Matters. When a quorum is present at any meeting, the vote of a majority of the Trustees having voting power present and in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation a different vote is required, in which case such express provision shall govern and control the decision in question.

2.26 Voting. Each Trustee in good standing, shall at every meeting of the Board of Trustees, be entitled to one vote in person or by proxy voting power held by such Trustee, but no proxy shall be voted after one (1) year from its date unless the proxy provides for a longer period.

2.27 Consent Actions. Whenever the vote of the Board of Trustees at a meeting is required or permitted to be taken for or in connection with any corporate action, by any provision of the statutes, prior notice of the meeting, the meeting and the vote of the Trustees may be dispensed with if all of the Trustees who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken; or if the Articles of Incorporation authorized the action to be taken with the written consent of less than all of the Trustees who would have been entitled to vote upon the action if a meeting were held, then on the written consent of the Trustees having not less than such percentage of the number of votes as may be authorized in the Articles of Incorporation; provided that in no case shall the written consent be by the Trustees having less than the minimum percentage of the vote required by statute for the proposed corporate action, and provided that prompt notice must be given to all Trustees of the taking of corporate action without a meeting and by less than unanimous written consent. Further, unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Trustees or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Trustees or committee.

2.28 Chairperson. The President or First Vice President and the Secretary or Assistant Secretary, if present, shall act as Chairperson and Secretary, respectively, of every meeting of Trustees unless otherwise directed by the Trustees present at such meeting.

COMMITTEES OF TRUSTEES

2.29 Authority. The Board of Trustees may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more Trustees of the Corporation. Any such committee, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Trustees in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Trustees.

2.30 Standing or Board Committees. The President shall have the power to appoint Standing or Board Committees, for the purposes of studying matters properly before it and making recommendations to the Board of Trustees, subject to the approval of the Board of Trustees. The Committees shall supervise and administer the work of the Corporation under its jurisdiction in conformity with these by-laws and the policies of the Board of Trustees. Any Trustee appointed to a committee shall serve until the earlier of the acceptance by the Board of Trustees of the final report or for one (1) year.

Standing Committees shall include, but are not limited to, Executive Committee, Grant Committee, Finance Committee, Long-range Strategic Planning Committee, Annual Fund Committee, Corporate Donations Committee, Fund Raising Project Committee, By-law and Policy Review Committee, Tax and Audit Committee and Nominating Committee, except that the Executive Committee shall consist of all Officers of the Corporation. The President shall be an ex-officio member of each Committee but shall be entitled to vote. The Immediate Past President shall be the Chairperson of the By-law and Policy Review Committee and the Nominating Committee.

2.31 Record Keeping. Each Committee Chairperson shall keep a regular log of the action taken by the Committee and shall report the same to the Board of Trustees when required. Each committee shall keep regular minutes of its meetings and report the same to the Board of Trustees when required.

2.32 Investment Advisor. The Board of Trustees may authorize the designation of a Trustee, Custodian, Agent, or Investment Advisor to handle the investment of the Corporation's endowment funds. The Trustee, Custodian, Agent, or Investment Advisor may be removed with or without cause at any time for any reason or purpose. The Board of Trustees may delegate these powers and duties to the Board of Trustees Investment Committee, if any.

Article III - OFFICERS

3.01 Duties of Officers. The basic duties and authority of the Officers shall be as provided in this Article.

3.02 Officers. The Officers of the Corporation shall be elected by the Board of Trustees in accordance with Section 2.03 and shall be a President, a Secretary and a Treasurer. The Board of Trustees may also choose four (4) additional Vice-Presidents, and one or more Assistant Secretaries and Assistant Treasurers. No two of the above offices, may be held by the same person, and no Officer shall execute, acknowledge or verify any instrument in more than one capacity. Each officer shall serve on the Board of Trustees. These officers shall constitute the Executive Board. In the event of a vacancy in any office occurring on or before October 31, the Board of Trustees shall choose the replacement. If the vacancy occurs after October 31, the President shall appoint the replacement with the approval of the Executive Committee.

3.03 Term. The term of any Officer shall be for one (1) year. The Officers of the Corporation shall hold office until their successors are chosen and qualified at the annual meeting. Nothing shall preclude an Officer from serving consecutive terms.

3.04 Removal of Officers. Any Officer elected or appointed by the Board of Trustees may be removed, with or without cause, at any time by the affirmative vote of a two-third (2/3) majority of the Board of Trustees at a meeting called for that purpose.

3.05 Delegation of Authority. The Board of Trustees may in any instance designate the Officers and agents who shall have authority to execute any contract, conveyance or other instrument on behalf of the Corporation or may ratify or confirm any execution.

When the execution of any instrument has been authorized without specification of the executing Officer or agent, the President, Vice-Presidents, Secretary or executive officer of a corporation and shall see that all orders and resolutions of the Board of Trustees are carried into effect.

3.06 Authority. At the direction of the Board of Trustees the President shall execute bonds, mortgages and other contracts requiring a seal, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution shall be expressly delegated by the Board of Trustees to some other officer or agent of the Corporation.

PRESIDENT

3.07 President. The President shall be the Chairman of the Board and Chief Executive Officer of the Corporation and shall have the general power of supervision and management of the Corporation as is usually vested in the chief executive officer of a corporation and shall see that all orders and resolutions of the Board of Trustees are carried into effect. The President shall assist other Officers in the performance of their duties. The President shall be the official spokesperson for the Board of Trustees. The President shall preside at all meetings, and shall have the duties normally conferred on such an Executive Officer under parliamentary procedure. The President shall have the privilege of discussing all matters brought before the Board and shall have the same voting rights as any other Trustee. The President shall exercise discretion as to the number of items which shall appear on any given agenda and shall authorize the addition of items to any previously prepared agenda upon the request of any Trustee. The President shall have the power to appoint various standing or special sub-committees and standing or special sub-committee chair-people as may be required from time to time to assist the Board, provided, however, any Trustee shall have the right to attend any standing or special sub-committee meeting as a Trustee ex-officio with voting privileges. The reports and recommendations of the respective standing or sub-committees shall be made known to the entire Board. The President may countersign checks and such other instruments as may require the President's signature and shall perform all duties incident to the office of President and those that are properly required of the President by the Board. The President shall have broad discretion in conducting the meetings. The President shall have the power to interrupt arguments or inordinately lengthy discussions at any time in the interest of expediting the orderly disposition of the business at hand. The President shall be obligated to prevent any person, Trustee, or otherwise, from unduly consuming the time of the meeting.

THE VICE-PRESIDENTS

3.08 Vice Presidents. There may be elected up to four (4) Vice Presidents In the absence of the President or in the event of the inability or rfusal of the the President to act, a Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-Presidents shall perform such other duties and have such other powers as the Board of Trustees and/or the President may from time to prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

3.09 Secretary. The Secretary shall attend all meetings of the Board of Trustees and record all the proceedings of the meetings of the Corporation and of the Board of Trustees in a book to be kept for that purpose; distribute a copy thereof to each Trustee of the Board; and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Trustees and special meetings of the Board of Trustees; and shall, in conjunction with the President, prepare a written agenda for any regular or special meeting with the Board; and shall perform such other duties as may be prescribed by the Board of Trustees or President, under whose supervision the Secretary shall be. The Secretary shall cause to be maintained a permanent record of all meetings, and shall serve as the archivist of the Corporation.

3.10 Assistant Secretary. The Assistant Secretary, may be appointed by the Executive Committee, shall in the absence of the Secretary or in the event of his/her inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURER

3.11 Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all money and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Trustees. The Treasurer may countersign checks and such other instruments as may require his/her signature and shall perform all duties incidental to his office and those that are properly required of him/her by the Board. The Treasurer shall be responsible for all public filings including but not limited to tax returns and annual reports, if any.

3.12 Accounting. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Trustees, taking proper vouchers for such disbursements, and shall render to the President and the Board of Trustees, at its regular meetings, or when the Board of Trustees so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall see that proper books of account are kept, which books shall, at all times, be open to inspection by the Board. Upon authorization by the Board, the Treasurer shall cause an audit to be prepared and submitted to the Board. The Treasurer shall render to the Board such reports relating to the monies, funds and fiscal affairs of the Corporation as may be required of him from time to time by the Board.

3.13 Bond. If required by the Board of Trustees, the Treasurer shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Trustees for the faithful performance of the duties of the Treasurer's office and for the restoration to the Corporation, in case of the Treasurers death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer's possession or under the Treasurer's control belonging to the Corporation.

3.14 Investments. The Treasurer shall see that monies of the Corporation are deposited in such depositories and on such terms and conditions as the Board may direct. The Treasurer shall not invest any funds, transfer or dispose of any property or assets of the Corporation except upon authorization of the Board.

3.15 Assistant Treasurer. The Assistant Treasurer, may be appointed by the Executive Committee, in the absence of the Treasurer or in the event of the Treasurer's inability or refusal to act, perform the duties and, exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe.

3.16 Appointed Officers. The President, with the approval of the Board of Trustees, may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such term and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Trustees. Such appointed officers shall be ex-officio Members of the Board of Trustees and the Executive Committee.

3.17 Compensation. The Executive Officers shall receive no compensation other than reimbursements for any reasonable expense properly authorized by the Board and incurred in connection with duties in the interest of the Corporation.

3.18 Execution of Contracts. The Board shall have the power to bind the Corporation to grant applications and any and all contracts by a majority of the number present at any Board meeting. The President, and when required, the Secretary, shall sign and execute all grant applications and contracts approved by the Board.

3.19 Checks. All checks shall be signed by the Treasurer and/or by the designated Executive Officer(s) as required by the Board. Any checks in excess of $250 must be countersigned by the Presendent and other designated officer

3.20 Executive Director. The Board of Trustees may employ an Executive Director, who shall be the Chief Operating Officer and who shall be responsible for the daily operations of the Corporation. The Executive Director's employment shall be on such terms and conditions as determined by the Board of Trustees. The Executive Director shall receive such reasonable compensation as determined by the Board of Trustees. The employment of the Executive Director may be terminated, with or without cause, by a vote of a majority of the Board of Trustees. The Executive Director may be a member of the Board of Trustees, including an Executive Officer, but such Executive Director shall not be required to serve in such capacity. In the event an Executive Director also serves as a Trustee, such position shall not preclude the Executive Director from receiving reasonable compensation.

Article IV - NOTICES

4.01 Notice. Whenever, under the provisions of the statutes or of the Articles of Incorporation or of these Bylaws, notice is required to be given to any Trustee or Officer, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail or e-mail addressed to such Trustee or Officer, at the address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be properly given.

4.02 Waiver. Whenever any notice is required to be given under the provisions of the statutes or of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

4.03 Consent Action. However, no prior notice shall be required for action taken by the Board of Trustees by written consent, pursuant to Section 407(3) of the Michigan Business Corporation Act as incorporated in these Bylaws at Section 2.30, or for action taken by the Board of Trustees by written consent, pursuant to Section 525 of the Michigan Business Corporation Act as incorporated in these Bylaws at Section 2.30.

Article V - CONTRACTS WITH TRUSTEES

5.01 Conflicts of Interest. In the absence of fraud, no contract or other transaction between the Corporation and any other corporation shall be affected or invalidated by the fact that any Trustee of this Corporation is interested in or is a Trustee or officer of such other corporation, and any Trustee may be a party or may be interested in any contract or transaction of this corporation or in which this Corporation is interested; and in the absence of fraud, no contract, act or transaction of the Corporation with any person or persons, firm or corporation, shall be affected or invalidated by the fact that any Trustee of this Corporation is a party to or interested in such contract, act or transaction, or in any way connected with such person or persons, firm or corporation and, in the absence or fraud, each and every person who may become a Trustee of this Corporation is hereby relieved from any liability that might otherwise exist from thus contracting with the Corporation for the benefit of himself or any firm, association or corporation in which the Trustee may be in any way interested provided such interest is adequately disclosed by the Trustee prior to participating in any meeting which such potential conflict of interest arises.

5.02 Restrictions on Operation. No part of the earnings of the Corporation shall inure, to the benefit of, or be distributed to, its Trustees or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I, but subject to the restrictions of Section 3.17 and Section 3.20.

Article VI - INDEMNIFICATION

6.01 Non-Derivative Actions. Subject to all of the other provisions of this Article, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that person is or was a Committee Chairperson, Committee Member, worker, Trustee or Officer of the Corporation, or is or was serving at the request of the Corporation in such capacity, against expenses (including legal fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by that person in connection with such action, suit or proceeding if that person acted in good faith and in a manner that person reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause of to believe that their conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon the plea of nolo contendere or its equivalent shall not, of itself create a presumption that the person reasonable believed to be in or not opposed to the best interests of the Corporation or its Board of Trustees and with respect to the criminal action or proceeding, had reasonable cause to believe that their conduct was not unlawful. This right of indemnification shall inure to each Trustee or Officer whether the person is a Trustee or Officer at the time these costs or expenses are imposed or incurred, and whether or not the claim asserted against that person is based upon matters which antedate the adoption of this Section of these By-laws; and in the event of that person's death, these provisions shall extend to that person's legal representatives. Each person who shall act as a Trustee or Officer shall be deemed to be doing so in reliance upon such right of indemnification; and such right shall not be exclusive of any other right which that person may have.

6.02 Derivative Actions. Subject to all of the other provisions of this Article, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that person is or was a Committee Chairperson or worker, Committee Member, Trustee or Officer of the Corporation, or is or was serving at the request of the Corporation in such capacity, against expenses (including legal fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by that person in connection with such action, suit or proceeding if that person acted in good faith and in a manner that person reasonably believed to be in, or not opposed to, the best interests of the Corporation or its Board of Trustees, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of their duties to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine on application that, despite the Adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably, entitled to indemnity for such expenses which such court shall deem proper.

6.03 Expenses of a Successful Defense. To the extent that a person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 6.01 or 6.02 of this Article, or in the defense of any claim, issue or matter therein, that person shall be indemnified against expenses (including legal fees) actually and reasonable incurred by that person in connection therewith.

6.04 Determination that Indemnification is Proper. Any indemnification under Sections 6.01 and 6.02 of this Article (unless ordered by the court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification is proper under the circumstances because that person has met the applicable standard of conduct set forth in Sections 6.01 or 6.02 of this Article, whichever is applicable. Such determination is shall be made in any of the following ways:

(a) By the vote of-the majority vote of the Board of Trustees consisting of a quorum of Trustees who were not a party to the action, suit or proceeding; or

(b) If such a quorum is not obtainable, or even if obtainable, a quorum of disinterested Trustees so directs, by independent legal counsel in a written opinion.

6.05 Expense Advance. Expenses incurred in defending a civil suit or criminal action, suitor proceeding described in Sections 6.01 or 6.02 of this Article may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, as authorized in the manner provided in Section 6.04 upon the receipt of an undertaking by or on behalf of the person involved, to repay such amount unless it shall be ultimately determined that person is entitled to indemnification by the Corporation.

6.06 Death or Incapacity. The indemnification provided in the forgoing subsections continue as to a deceased or incapacitated person and shall inure to the benefit of the heirs, personal representatives, guardians, executors, or administrators of such a deceased or incapacitated person.

6.07 Changes in Michigan Law. In the event of any change in Michigan statutory provisions applicable to the Corporation relating to the subject matter of this Article of the By-laws, then the indemnification to which such person shall be determined by such changed provisions. The Board of Trustees is authorized to amend the provisions of this Article of the Bylaw to conform to such changed statutory provisions.

6.08 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Trustee or Officer of the Corporation or is or was serving at the request of the Corporation as a Trustee or Officer, against any liability asserted against that person and incurred by that person in such capacity or arising out of his status as such, or against any liability indemnified by the Corporation under this Section.

Article VII - AFFILIATE ORGANIZATIONS

7.01 Local Affiliates. This Corporation may, from time to time, establish affiliations with community based 501(c) organizations with the approval of the Trustees. Any such Local Affiliate Organization shall be in accordance with the provision of these By-laws and any policy of the Corporation. During the pendency of such affiliate membership in this corporation, the Local Affiliate Organization shall meet the requirements and maintain the standards of and be accountable to the Board of Trustees of this Corporation for the conduct of their Organization and for its adherence to the conditions of any affiliation granted by this Corporation.

Article VIII - GENERAL PROVISIONS

8.01 Condition. The Executive Committee shall present at each Board Meeting, and at any special meeting of the Board of Trustees when called for by vote of the Board of Trustees, a full and clear statement of the business and condition of the Corporation.

8.02 Signatories. All checks shall be signed by the Treasurer and/or by the designated Executive Officer(s) as required by the Board. Any checks in excess of $250 must be countersigned by the Presendent and other designated officer.

8.03 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Trustees.

8.04 Seal. The Board of Trustees may, but shall not be required to, adopt a corporate seal.

8.05 Dues. There shall be no initiation fees, dues or assessments chargeable to any Trustee of the Board.

8.06 Terminology. Pronouns and other relative words contained in these Bylaws shall be read as if in the plural, masculine, feminine, or neuter, respectively.

8.07 Restricted Gifts. The Board of Trustees is authorized to receive restricted gifts for any purpose permitted by law. The Board of Trustees shall have, upon the sole discretion of a majority of the Board of Trustees, the power to modify any restriction or condition on the distribution of a restricted gift if the limitations become inappropriate.

Article IX - NON-DISCRIMINATION POLICY

9.01 Non-Discrimination Policy. This Corporation shall not discriminate on the basis of race, creed, color, religion, national origin, marital or familial status, mental or physical handicap, weight, height, sex, or age.

Article X - EMERGENCIES

10.01 Emergencies. The Board of Trustees of the Corporation, by a two-thirds, (2/3) vote may declare an emergency with respect to all or some of the activities of the Corporation. Any such declaration shall be predicated upon conditions affecting security and welfare of the United States, the State of Michigan, the City of Livonia, or surrounding communities whereby mutual aid is requested of the Corporation. All provision of these Bylaws shall be suspended. During such period of emergency, the Board of Trustees shall formulate policy and a plan of action providing for any changes in the operation of the Corporation. The Board of Trustees may, from time to time, delegate powers to the President to act in the event of emergency arises.

Article XI - NON PROFIT STATUS

11.01 Internal Revenue Service. This Corporation shall be exempt from taxation under Section 501(c)(3) of the 1986 Internal Revenue Code. The Board of Trustees of the Corporation is hereby authorized to amend these By-laws and any related policy to ensure compliance with such provision of the Internal Revenue Code, or as hereafter amended, or any changed statutory provisions, or other regulations or rulings. If any part of these Bylaws or any related policy should be construed by the Internal Revenue Service as disqualifying the Corporation as an exempt organization, then such part shall be null and void and the remainder of these By-laws shall remain in full force and effect.

11.02 State of Michigan. This Corporation shall be a nonprofit Corporation under the laws of the State of Michigan. The Board of Trustees of the Corporation is hereby authorized to amend these Bylaws and any related policy to ensure compliance with such provision of the State law, or as hereafter amended, or any changed statutory provisions, or other regulations or rulings. If any part of the by-laws should be construed by the State of Michigan as disqualifying the corporation as a non-profit Corporation, then such part shall be null and void and the remainder of these by-laws shall remain in full force and effect.

11.03 Community Foundation. This Corporation shall be a Community Foundation under the laws of the State of Michigan. The Board of Trustees of the Corporation is hereby authorized to amend these Bylaws and any related policy to ensure compliance with such provision of the State law, or as hereafter amended, or any changed statutory provisions, or other regulations or rulings. If any part of the by-laws should be construed by the State of Michigan as disqualifying the Corporation as a Community Foundation, then such part shall be null and void and the remainder of these by-laws shall remain in full force and effect.

11.04 Method of Making Gifts. Donors may make gifts to the Corporation by naming or otherwise identifying the Corporation as recipient or beneficiary of any such gift. Gifts shall vest in the Corporation upon receipt and acceptance by it. Each donor by making a gift to the Corporation accepts and agrees to all provisions of the Corporation's Articles of Incorporation and these Bylaws and any Foundation policies that may be established and acknowledges that such gift is subject to the provisions hereof regarding power of modification.

11.05 Gifts in Trust. If the gift is made in trust under which the Corporation is an income or remainder beneficiary, or the beneficiary of any other portion of the trust assets, only assets actually distributed to the Corporation from such trust shall be subject to the Corporation's Articles of Incorporation and these By-laws, and then only when the Corporation becomes entitled to their use. The Board of Trustees may take such action as it from time to time deems necessary to protect the Corporation's rights to receive such payments.

11.06 Power of Modification.

(a) Any other provisions notwithstanding in these By-laws or in an instrument containing any gift, grant, devise, or bequest to the Corporation, the Board of Trustees shall have the power to:

(1) Modify any restriction or condition on the distribution of funds for any specified charitable purposes or to specified organizations, if in their sole judgment (without the approval of any trustee, custodian, or agent), such restriction or condition becomes, in effect, unnecessary, undesirable, impractical, incapable of fulfillment, or inconsistent with the investment policies of the Corporation or with the charitable needs of those served by the Corporation. The Board of Trustees shall exercise the power described herein only upon the vote of a majority of its members. Upon the exercise of this power, the Board of Trustees may at any time, or from time to time, direct the application of such gifts, grants, devises, or benefits to such other educational, scientific, literary, cultural, or charitable purpose, as, in their judgement, will most effectively accomplish the general purposes of the Corporation, without regard to and free from any specific restriction, limitation, or direction.

(2) Replace any participating trustee, custodian, or agent for breach of fiduciary duty under the laws of the state of Michigan;

(b) If it appears that there may be grounds for exercising the power described in subparagraphs (2) of paragraph (a) above with respect to any fund, the Board of Trustees shall notify the participating trustee, custodian or agent involved and provide a reasonable opportunity for explanation and/or correction. Before exercising the power granted to the Board of Trustees under subparagraphs (2 of paragraph (a) above, the Board of Trustees may seek the advice of legal counsel as to whether a breach or failure has been committed under the laws of the state of Michigan. The Board of Trustees shall exercise such powers only upon the vote of a majority of the members of the Board of Trustees.

(c) Upon the exercise of the foregoing power to replace any participating trustee, custodian, or agent, the Board of Trustees shall have the power to select a

successor trustee, custodian, or agent to which the fund or funds held by the former trustee, custodian, or agent shall be transferred.

Article XII - PARLIAMENTARY AUTHORITY

12.01 Parliamentary Authority. Except as otherwise provided in these Bylaws, the rules of procedure of the Board shall be governed by Robert's Rule of Order, as amended. In the event it is determined that Robert Rules of Order conflict, or lack the force of law, then the rules promulgated and interpreted in Parliamentary Law for Nonprofit Organizations, H. Oleck, et. al. (ALI-ABA, 1979, Joint Comm.) shall govern this Corporation in all cases to which it is applicable and which it is not inconsistent with the by-laws or special rules which this Corporation may adopt.

Article XIII - DISSOLUTION

13.01 Dissolution. This Corporation may be dissolved by a two-thirds (2/3) vote of the Board of Trustees in attendance at a duly called meeting of the Membership of the Corporation. Notice of such Meeting must be given 90 days prior to dissolution and transmitted to all Local Affiliate Organizations, and all past presidents and incorporators, if they can be located.

13.02 Loss of Exempt Status. In the event that this Corporation has permanently lost its exempt status under Section 501 (c) of the Internal Revenue Code of 1986, as amended, the Board of Trustees, shall immediately proceed to begin the dissolution process as required hereunder.

13.03 Distribution. In the event of the dissolution or final liquidation of the Corporation, any remaining assets, after all liabilities and remaining obligations of the Corporation have been satisfied and discharged, shall be transferred, distributed, conveyed or assigned to the City of Livonia, to hold in trust, for a period not to exceed 90 years, to distribute an amount not to exceed Five (5%) Percent of the corpus of said trust at the beginning of each year to annually fund the arts and cultural events within the City. All income shall annually accumulate within the fund and then be first utilized to pay the following year's required distribution. The remainder interest in said trust shall be paid over to physically improve the parks within the City of Livonia.

13.04 Contingent Distribution. In the event that the distribution or final liquidation of the Corporation in section 13.03 is disallowed for any reason, then the Board shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of, all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) as the Board shall determine.

13.05 Court Dissolution. Any such assets not so disposed of as provided in this Article, shall be disposed of by the Circuit Court of the County in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article XIV - POLICY

14.01 Policy. There shall be established Policy Guidelines as an aid in administering the provisions of these by-laws. Such Policy Guidelines shall deal with Board activity; communications, public relations, and publications; management of the Corporation; operations and operating procedures of the Corporation; any meetings of the Corporation; election of Officers and Trustees; removal of Trustees and Officers; vacancies; the duties and responsibilities placed upon the Officers and Trustees of this Corporation; and such Policy Guidelines shall provide that which may be required to carry out the true intent of this Corporation.

Any changes therein during the fiscal year are to be published no later than 30 days prior to the annual meeting. No candidate for Officer shall be nominated for more than one position

Article XV - AMENDMENTS

15.01 Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the Board of Trustees, when such power is conferred upon the Board of Trustees by the Articles of Incorporation or these by-laws, at any regular meeting of the Board of Trustees or at any special meeting of the Board of Trustees if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting except in cases of Emergencies.

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Note: These Bylaws have been revised to incorporate all amendments adopted by the Board of Trustees since the Bylaws were originally adopted and prior to January 18, 2001, and include those amendments approved by the Board of Trustees at the annual meeting held January 18, 2001. Other miscellaneous and minor changes and corrections were made in the process of this revision in the interest of clarity and accuracy.

Revision completed and codified on April 10, 2001 by trustees Robert Bennett, Henry Kimpel .

The revision was re-codified to reflect appropriate paragraph numbering for all articles by Trustee Raeann Kusch on Jan 19, 2006.

Note: Thes Bylaws were amended for clarification, corrections,to errors found, and elimination of redundancies as proposed by a committee comprised of R. Bennett, B. Meakin, D. Putman and adopted by the Board of Trustees on May 14, 2009.