2021-2023 AOII Foundation Board Manual

Alpha Omicron Pi Foundation
Operating Reserve Policy

Approved June 27, 2017; Revised November 2020

Purpose of the Operating Reserve Policy

The purpose of this Operating Reserve Policy for Alpha Omicron Pi Foundation is to
build and maintain an adequate level of unrestricted net assets to support the
organization’s day-to-day operations in the event of unforeseen shortfalls. The reserve
may also be used for one-time, nonrecurring expenses that will build long-term capacity,
such as staff development, feasibility studies, or investment in infrastructure. Operating
reserves are not intended to replace a permanent loss of funds or eliminate an ongoing
budget gap. The organization intends for the operating reserves to be used and
replenished within a reasonable period of time. This Operating Reserve Policy will be
implemented in conjunction with the other financial policies of the organization and is
intended to support the goals and strategies contained in those related policies and in
strategic and operational plans.

Definitions and Goals

The Operating Reserve Fund is defined as the designated fund set aside by action of
the Board of Directors. The minimum amount to be designated as operating reserve will
be established in an amount sufficient to maintain ongoing operations and programs for
a set period of time, measured in months. The operating reserve serves a dynamic role
and will be reviewed and adjusted in response to internal and external changes. The
target minimum Operating Reserve Fund is equal to 9 (nine) months of current
budgeted operating costs. In addition to calculating the actual operating reserve at the
fiscal year-end, the operating reserve fund target minimum will be calculated each year
after approval of the annual budget. These reserves will be reported to the Finance
Committee and Board of Directors, and included in the regular financial reports.

Accounting for Reserves

The Operating Reserve Fund will be recorded in the accounting and financial
statements as Board Designated Operating Reserve. The Operating Reserve Fund will
be funded and available in cash or cash equivalents. Draws on the Operating Reserve
Fund will be deposited into and disbursed from the Foundation's general cash and
investment accounts.

Funding of Reserves

The Operating Reserve Fund was initially funded by the Nancee Vine gift in an amount
equal to six months of operating costs. In the future it may be funded by surplus
operating funds. The Board of Directors may, from time to time, direct that a specific
source of revenue be set aside for operating reserves. Examples may include one-time
gifts or bequests, special grants, or special appeals.

The Executive Director and/or Foundation Controller will identify the need for access to
reserve funds and confirm that the use is consistent with the purpose of the reserves as
described in this Operating Reserve Policy. Determination of need requires analysis of
the sufficiency of the current level of reserve funds, the availability of any other sources
of funds before using reserves, and evaluation of the time period for which the funds will
be required and replenished.

Authority to Use Operating Reserves

The Executive Director will submit a request to use operating reserves to the Finance
Committee of the Board of Directors. The request will include the analysis and
determination of the use of funds and plans for replenishment. The organization’s goal
is to replenish the funds used within 24 months to restore the Operating Reserve Fund
to the target minimum amount. If the use of operating reserves will take longer than 24
months to replenish, the request will be scrutinized more carefully. The Finance
Committee will recommend the request to the Board of Directors.

Reporting and Monitoring

The Executive Director and/or Controller is responsible for ensuring that the Operating
Reserve Fund is maintained and used only as described in this Policy. Upon approval of
the use of operating reserve funds, the Executive Director and/or Controller will maintain
records of the use of funds and plan for replenishment. She/he will provide regular
monthly reports to the Finance Committee and Board of Directors of progress to restore
the fund to the target minimum amount.

The Executive Director and/or Controller will annually discuss what additional risk
factors might be considered for the organization, the impact of budgeting on operating
reserve levels, and any requirements with funders or chartering organizations.

Relationship to other Policies

The Executive Director and/or Controller shall maintain the following board-approved
policies, which may contain provisions that affect the creation, sufficiency, and
management of the Operating Reserve Fund:

• Investment Policy, including risk tolerance • Policies related to Operating Budgeting

• Gift Acceptance Policy • Endowed Funds Spending Policy

Review of Policy

This Policy will be reviewed by the Finance Committee every biennium at minimum, or
sooner if warranted by internal or external events or changes. Changes to the Policy will
be recommended by the Finance Committee to the Board of Directors. This policy, upon
every revision hereof, must be distributed by the Finance Committee to the Board and
Staff of the Foundation.

Risk Management/Insurance Addendum
Revised 5/2017

As of 1/1/2017 the insurance broker is Holmes Murphy and the insurance
company is GuideOne Insurance.

Automobiles:

Coverage Limits:

$1,000,000 Bodily Injury and Property Damage
$ 100 Comprehensive Deductible
$ 500 Collision Deductible

Non-Owned and Hired automobiles are includedfor Liability coverage automatically.
Hired Automobile Physical Damage coverage is provided up to $50,000 limit,
subject to the deductibles indicated above.

It is important to note that the Hired Automobile Physical Damage coverage
extends to direct damage or theft of a rented automobile and operates for the
benefit of the insured, which is the Fraternity. Automobile rental agreements,
therefore, should always be executed in the name of the Fraternity, rather than an
individual's name.

Individuals who use their own vehicles on behalf of the Foundation must look
to their own automobile insurance for protection.

For the purpose of liability coverage, there is no distinction between Fraternity
and Foundation. The Foundation is under the covered entity.

The Foundation Board of Directors, and the Foundation staff, are covered under
the general liability umbrella. The Board is included in D&O coverage.

Click here to access post online.













BYLAWS
OF

ALPHA OMICRON PI FOUNDATION

ARTICLE I.
NAME

The name of the Foundation is Alpha Omicron Pi Foundation (the "Foundation"). The
Foundation shall have the status of a corporation which is exempt from federal income taxation
under Section 501(a) of the Internal Revenue Code of 1986, as amended (hereinafter referred to
as the "Code"), as an organization described in Section 501(c)(3) of the Code.

ARTICLE II.
OFFICES

Section 2.1. Corporate Office. The principal office of the Foundation shall be located
at 5390 Virginia Way, Brentwood, Tennessee 37027.

Section 2.2. Registered Office. The registered office of the Foundation is located at
5390 Virginia Way, Brentwood, Tennessee 37027. The registered office of the Foundation
required to be maintained in the State of Tennessee by the Tennessee Nonprofit Corporation Act,
as amended from time to time (hereinafter referred to as the "Act") may, but need not, be
identical with the principal office in the State of Tennessee; and the address of the registered
office may be changed from time to time by the Board of Directors.

ARTICLE III.
PURPOSE, USE, AND ADMINISTRATION OF FUNDS

Section 3.1. Purpose. The purposes of the Foundation are those set forth in its charter
of incorporation, as from time to time amended or restated (hereinafter referred to as the
“Charter”). Namely, the Foundation is organized exclusively for charitable, educational, and
scientific purposes within the meaning of Section 501(c)(3) of the Code, including but not
limited to the following purposes:

To implement the philanthropic program adopted by Alpha Omicron Pi Fraternity; and

To foster, encourage and support any other charitable, scientific or educational activity
consistent with the general purposes for which this Foundation is organized and §501(c)(3) of the
Code (hereinafter referred to as “Charitable Purposes”).

The Foundation shall receive and accept property, whether real, personal, or mixed, by
gift or bequest from any person or entity, and retain, administer and invest such property in
accordance with the terms of the Foundation’s Charter and these Bylaws in order to fulfill its
Charitable Purposes. In addition, in order to accomplish its Charitable Purposes, the Foundation
is authorized to engage in any activity, and to exercise any and all powers, rights and privileges,
afforded a nonprofit corporation under the Act. Notwithstanding any other provision of these
Bylaws, the Foundation shall not carry on any activities not permitted to be carried on by: (i) a
corporation exempt from federal income tax under Section 501(c)(3) of the Code, or any

Revised 07/30/20. 576818.5 09202-002 1

Doc ID: f81589ab400db9531fda2f6a40064a46ed3e7ac8

corresponding provision of any future federal tax laws, or (ii) a nonprofit corporation organized
under the laws of the State of Tennessee pursuant to the Act.

Section 3.4. Use of Funds. In making distributions to effectuate the Charitable
Purposes of the Foundation, the Board of Directors shall have the authority to make distributions
of both income and principal in such proportions and amounts as the Board, in its sole discretion,
determines advisable, provided that all such distributions are consistent with all applicable
federal tax laws and regulations, and these Bylaws, as herein provided. The primary
consideration of the Board of Directors shall be income distributions, but the Board of Directors
shall also be authorized to make distributions of principal from time to time as the Board of
Directors, in its discretion, shall determine. The Foundation is not formed for financial or
pecuniary gain; and no part of the assets, income, or profits of the Foundation shall be
distributable to or inure to the benefit of its Board members or officers or any other private
person, except as provided in Section 5.7, Section 6.9, and ARTICLE X as reasonable
compensation for services rendered or as reimbursement or advancement of expenses, and except
to make payments and distributions in furtherance of the purposes of the Foundation, as set forth
in the Charter and Section 3.1 above. No substantial part of the activities of the Foundation shall
be the carrying on of propaganda, or otherwise attempting to influence legislation; and the
Foundation shall not participate in, or intervene in, any political campaign (including the
publishing or distributing of statements) on behalf of (or in opposition to) any candidate for
public office. In no event shall any gift or bequest of property be received or accepted by the
Foundation if such gift or bequest is conditioned or limited in such a manner as to require the
disposition of its income or principal to any person or organization for other than Charitable
Purposes, or as shall, in the opinion of the Board of Directors, jeopardize the federal income tax
exemption of the Foundation pursuant to Section 501(c)(3) of the Code, or a corresponding
section of any future federal tax code. In the event that a gift or bequest of property is
conditioned or restricted in a manner that is consistent with the terms of this Section, the Board
of Directors shall then make the determination as to whether to accept or reject such property.

Section 3.5. Dissolution of the Foundation. The Foundation may be terminated at any
time by the Members of the Foundation. In such event, after paying, or making provision for the
payment of, all liabilities of the Foundation then outstanding and unpaid, the Board of Directors
shall distribute the assets, in such manner as determined by the Members, exclusively for the
charitable and educational purposes of the Foundation within the meaning of Section 501(c)(3)
and Section 170(c)(2) of the Code. Any assets not so distributed shall be distributed to one or
more governmental units then described under Section 170(c)(1) of the Code, or to one or more
organizations then described under Section 501(c)(3) of the Code and Section 170(c)(2) of the
Code, as the Board of Directors shall determine. Any assets not so disposed of by the Board of
Directors shall be disposed of by a court having equity jurisdiction in the county in which the
principal office of the Foundation is then located, with the distribution of assets to be made for
such charitable purposes, or to such governmental units then described under Section 170(c)(1)
of the Code, or to such organization or organizations then described in Section 501(c)(3) of the
Code and Section 170(c)(2) of the Code, as such court shall determine.

Revised 07/30/20. 576818.5 09202-002 2

Doc ID: f81589ab400db9531fda2f6a40064a46ed3e7ac8

ARTICLE IV.
MEMBERS AND MEMBERSHIP MEETINGS

Section 4.1. Composition. The Members of the Foundation are the members of the
International Council of Alpha Omicron Pi Fraternity (the “Fraternity”), 5390 Virginia Way,
Brentwood, Williamson County, Tennessee 37027 and the members of the Board of Directors of
the Foundation.

Section 4.2. Regular Meeting. The regular meeting of the Members shall be held at
the same place and time as the Fraternity’s biennial convention of Council.

Section 4.3. Notice of Meeting. Notice of the time and place of each meeting of the
membership shall be sent to each member by email at least six weeks prior to the date of such
meeting.

Section 4.4. Voting. At all meetings of the Members, each Member shall be entitled to
one vote and no person shall have more than one vote by reason of holding more than one office.
A Member representing a collegiate or alumnae chapter delinquent under the Fraternity’s
governing documents in payment of any obligation due to the International Headquarters of
Alpha Omicron Pi Fraternity at the time a vote of Members is taken, or any other Member
similarly delinquent, shall not be entitled to vote as long as such obligation is unpaid.

Section 4.5. Quorum. A majority of all members entitled to vote at any meeting of the
membership, present in person or by alternate as permitted in the Fraternity’s governing
documents, shall constitute a quorum. A majority affirmative vote shall determine the action
taken on any matter that may come before the membership, except as may otherwise be
specifically provided by law, by the Charter or by these Bylaws.

Section 4.6. Action Without a Meeting. The Board of Directors may submit any
matter for a vote of the Members by action without a meeting except where a vote is specifically
required to occur at a regular meeting by the Charter or these Bylaws. Action may be taken
without a meeting only if all Members consent in writing to taking such action without a
meeting.

ARTICLE V.
BOARD OF DIRECTORS AND MEETINGS

Section 5.1. General Powers. The business and affairs of the Foundation shall be
supervised by its Board of Directors, whose members, designated as Directors, shall exercise in
the name of and on behalf of the Foundation all of the rights and privileges legally exercisable by
the Foundation as a corporate entity, except as may otherwise be provided by law, the Charter, or
these Bylaws. Any reference within these Bylaws to the "Board," "Directors," or "Board of
Directors" shall mean the Board of Directors of the Foundation, unless otherwise specified.

Section 5.2. Number and Qualifications. The Board of Directors shall consist of eight
(8) directors who are members in good standing of Alpha Omicron Pi Fraternity. Directors shall
be natural persons who have attained the age of twenty-one (21) years, but need not be residents
of the State of Tennessee. Seven (7) directors shall be elected by the Members of the

Revised 07/30/20. 576818.5 09202-002 3

Doc ID: f81589ab400db9531fda2f6a40064a46ed3e7ac8

Foundation. The International President of Alpha Omicron Pi Fraternity shall serve as the eighth
(8th) director by virtue of her office.

Section 5.3. Election and Term. Each member of the Board of Directors shall serve for
a term of two (2) years or until her successor is elected or until her earlier death, resignation or
removal. Board members shall be elected by the Members at their regular meeting. No Director
shall serve more than three (3) consecutive terms or more than a total of six years on the Board
of Directors. A Director appointed to serve more than one-half of an unexpired term is
considered to have served a term in that office for this purpose.

Section 5.4. Meetings. The Board of Directors shall hold at least one regular meeting
during each fiscal year which shall be designated as the Annual Meeting. Other regular meetings
and special meetings may be called as provided in the Foundation’s Rules of Procedure and
Policy.

Section 5.5. Quorum. A majority of the total number of Directors in office shall
constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 5.6. Participation in Meeting; Voting; Minutes. Each Director shall be entitled
to one (1) vote upon any matter properly submitted for a vote to the Board of Directors. A
majority affirmative vote of the Board of Directors shall be the act of the Board of Directors,
except as may otherwise be specifically provided by law, by the Charter, or by these Bylaws.
The members of the Board of Directors, or any committee designated by the Board of Directors,
may participate in a meeting of the Board of Directors, or of such committee, by means of
conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear one another; and the participation in a meeting pursuant to
this provision shall constitute presence in person at such meeting. The Directors shall be
promptly furnished a copy of the minutes of the meetings of the Board of Directors. Minutes of
the meetings of the Board of Directors and any committee thereof shall be maintained
electronically and at the Foundation’s principal office.

Section 5.7. Action by Written Consent. Whenever the Board of Directors is required
or permitted to take any action by vote, such action may be taken without a meeting on written
consent, setting forth the action so taken, signed by a majority of the members of the Board of
Directors entitled to vote thereon.

Section 5.8. Action by Mail, Phone or Email. Any action required or permitted to be
taken at a meeting by the Board of Directors, or by any committee thereof, may be taken by
telephone, email or an alternative method in accordance with the Foundation’s Rules of
Procedure and Policy.

Section 5.9. Compensation and Reimbursement of Expenses. Directors shall not be
paid compensation for services rendered to the Foundation. The Foundation may pay the
transportation, room, and board expenses of Directors when attending meetings, and such other
reasonable expenses incurred that are directly related to the affairs of the Foundation upon prior
approval by the Board of Directors and proper substantiation of such expenses.

Revised 07/30/20. 576818.5 09202-002 4

Doc ID: f81589ab400db9531fda2f6a40064a46ed3e7ac8

Section 5.10. Presumption of Assent. A Director of the Foundation who is present at a
meeting of the Board of Directors at which action on any Foundation matter is taken shall be
presumed to have assented to the action taken, unless her dissent shall be entered in the minutes
of the meeting, or unless she shall file her written dissent to such action with the Secretary of the
meeting before the adjournment thereof, or forward such dissent by registered mail to the
Secretary of the Foundation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.

Section 5.11. Removal. A Director may be removed from the Board with cause by a
two-thirds vote of eligible Board members. The member in question shall not be eligible to vote
on the motion and shall be excused from session during any discussion, debate, or vote on the
motion. For purposes of this provision, “cause” shall mean failure to perform duties or
incapacitation.

Section 5.12. Resignation. A Director may resign at any time by tendering her
resignation in writing to the President or the Secretary of the Board of Directors. A resignation
of the Director who serves by virtue of her office as International President of Alpha Omicron Pi
Fraternity must also be made to the International Executive Board and shall only be effective if
accompanied by a resignation as such International President submitted in accordance with the
governing documents of the Fraternity. A resignation shall become effective upon the date
specified in such notice or, if no date is specified, upon receipt of the resignation by the
Foundation at its principal place of business.

Section 5.13. Vacancies. Any vacancy shall be filled by appointment by the members of
the Board of Directors for the remainder of the unexpired term. A Director may be appointed in
anticipation that another Director will be resigning, provided such new Director will not take
office until the resignation is effective.

Section 5.14. Report. The Board of Directors shall make a report of the Foundation’s
activities and finances to the Members at its regular meeting.

Section 5.15. Committees. The President, with a majority approval of the Board of
Directors, shall designate standing committees. Standing committee descriptions and powers
shall be set forth in the Foundation’s Rules of Procedure and Policy. From time to time, the
President, with a majority approval of the Board of Directors, may appoint special committees
for any purpose or purposes to the extent permitted by law. The special committees shall have
such powers as specified in the resolution of appointment.

ARTICLE VI.
OFFICERS

Section 6.1. Number of Officers. There shall be a President, a Secretary, and a
Treasurer of the Foundation, each of whom shall be elected in accordance with the provisions of
this Article. The President shall be selected from the existing Board membership. The Board
may appoint, or may authorize the President to appoint, such other officers as may be needed
from time to time and may prescribe their duties.

Revised 07/30/20. 576818.5 09202-002 5

Doc ID: f81589ab400db9531fda2f6a40064a46ed3e7ac8

Section 6.2. Election and Term of Office. The Officers of the Foundation shall be
elected by Council Members of Alpha Omicron Pi during the regular meeting of the Members.
Each Officer shall hold office for a term of two (2) years or until her successor shall have been
elected or until her earlier death, resignation, or removal from office in the manner hereinafter
provided. An individual may hold only one office at a time.

Section 6.3. President. The President shall be the chief executive officer of the
Foundation. She shall serve as Chairman of the Board of Directors with vote. Additionally, the
president shall:

(a) Preside at meetings of the Foundation Members and Board of Directors.

(b) Report to members of the Foundation at the regular meeting.

(c) Appoint standing and special committees with the approval of the Board of
Directors.

(d) Serve as an ex-officio member of all Foundation standing and special
committees, with the exception of the nominating committee.

(e) Assign specific areas of responsibility to Board members in accordance with the
Charter and Bylaws and with the approval of a majority of the voting members of the Board of
Directors.

(f) Serve as liaison between the Board of Directors and the Executive Director of the
Foundation.

(g) Conduct the annual performance review of the Executive Director with one
additional Board member. In advance of the review, the entire Board will discuss review
expectations and give input to the President. The entire Board will be apprised of the review
outcome following the review meeting.

(h) Perform all duties incident to the office of President of the Foundation, and other
duties as may be prescribed by the Board of Directors.

(i) If the President is unable to serve or is absent for any reason, the Board shall
appoint an interim substitute from among its members.

Section 6.4. Secretary. The Secretary shall:

(a) Record and sign minutes of all meetings of the Foundation Members and Board of
Directors (or delegate same).

(b) Record all votes of the Foundation Members and Board of Directors (or delegate
same).

(c) Report action taken by the Board of Directors to Members of the Foundation,
Foundation staff, and all other persons designated by the Board of Directors (or delegate same).

Revised 07/30/20. 576818.5 09202-002 6

Doc ID: f81589ab400db9531fda2f6a40064a46ed3e7ac8

(d) Have oversight of all records of the Foundation (except financial records), which
shall be maintained at the offices of the Foundation.

(e) Have oversight of any seal of the corporation, which shall be maintained at the
offices of the Foundation.

(f) Maintain a register of the post office and email address of each member of the
Board of Directors, which addresses shall be furnished to the Secretary by each Director.

(g) Serve as liaison between the Board of Directors and the Board Development and
Governance Committee.

(h) Perform all duties incident to the office of Secretary and such other duties as may
from time to time be assigned to the Secretary by the President or by the Board of Directors.

Section 6.5. Treasurer. The Treasurer shall:

(a) Have the primary responsibility for all funds, securities, and financial records of
the Foundation.

(b) Direct the preparation of the financial report presented to the Members of the
Foundation at their regular meeting, and the periodic financial reports requested by the Board of
Directors.

(c) Serve as chairman of the budget/finance committee and submit the annual budget
to the Board of Directors for approval.

(d) Be responsible for submitting the financial records of the Foundation annually for
audit by the independent Foundation auditor.

(e) Serve as liaison between the Board of Directors and the Foundation controller.

(f) Perform all duties incident to the office of Treasurer of the Foundation, and other
duties as may be prescribed by the President or the Board of Directors.

Section 6.6. Removal. An elected Officer serves at the pleasure of the Board and may
be replaced at any time for any reason by the election of her successor.

Section 6.7. Vacancies. A vacancy in any office, because of death, resignation,
removal, or otherwise, shall be filled by the Board of Directors.

Section 6.8. Resignation. An Officer may resign her office at any time by tendering
her resignation in writing to the President or, in the case of the resignation of the President, to the
Secretary. A resignation shall become effective upon the date specified in such notice, or, if no
date is specified, upon receipt of the resignation by the Foundation at its principal place of
business.

Revised 07/30/20. 576818.5 09202-002 7

Doc ID: f81589ab400db9531fda2f6a40064a46ed3e7ac8

Section 6.9. Compensation and Reimbursement of Expenses. The Officers of the
Foundation shall serve without compensation. Reasonable expenses incurred by all of the
Officers in the course of coordinating the affairs of the Foundation shall be reimbursed by the
Foundation upon proper substantiation.

ARTICLE VII.
HONORARY PROGRAMS

Section 7.1. Directors Emerita. Upon completion of her elected term as a Director of
the Foundation, a former Board member may become a Director Emerita upon action of the
Board. Such position shall be honorary without rights of participation.

Section 7.2. Recognition Program. The Board of Directors may provide a program for
individuals who make significant monetary contributions to the Foundation. The Board of
Directors may designate categories for recognition and may determine ways in which the donors
will be recognized.

ARTICLE VIII.
CONTRACTS, LOANS, CHECKS, DEPOSITS, INVESTMENTS

Section 8.1. Contracts and Employment of Agents. The Board of Directors may
authorize any Director, Officer, or agent to enter into any contract, or execute and deliver any
instrument, in the name of and on behalf of the Foundation. The Board of Directors shall be
specifically authorized, in its sole discretion, to employ and to pay the compensation of such
agents, accountants, custodians, experts, consultants and other counsel, legal, investment, or
otherwise, as the Board of Directors shall deem advisable, and to delegate discretionary powers
to, and rely upon information furnished by, such individuals or entities. Such authority may be
general or confined to specific instances.

Section 8.2. Loans. No loans or any form of indebtedness shall be contracted on behalf
of the Foundation, and no evidences of indebtedness shall be issued in its name, unless
authorized by two-thirds vote of the Board of Directors.

Section 8.3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of
money, notes, or other evidences of indebtedness 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 from time to time be determined by resolution of the Board of Directors.

Section 8.4. Deposits. All funds of the Foundation not otherwise employed shall be
deposited from time to time to the credit of the Foundation with such banks, trust companies,
brokerage accounts, investment managers, or other depositories as the Board of Directors may
from time to time select.

Section 8.5. Investment Authority. The Board of Directors shall be authorized to retain
assets distributed to the Foundation, even though such assets may constitute an over-
concentration in one or more similar investments. Further, the Board of Directors shall have the
authority to make investments in unproductive property, or to hold unproductive property to the
extent necessary until it can be converted into productive property at an appropriate time,

Revised 07/30/20. 576818.5 09202-002 8

Doc ID: f81589ab400db9531fda2f6a40064a46ed3e7ac8

provided the retention of such property is in the best interest of the Foundation and does not in
any way jeopardize the tax-exempt status of the Foundation.

Section 8.6. Funds. The Board of Directors shall establish specific funds and prescribe
their purposes. These specific funds shall include (but not necessarily be limited to) the
following: Endowment Fund, Ruby Fund, Diamond Jubilee Scholarship Fund, Arthritis
Research Fund, and a General Fund.

ARTICLE IX.
STANDARDS OF CONDUCT

Section 9.1. Standards of Conduct. A Director or an Officer of the Foundation shall
discharge her duties as a Director or as an Officer, including duties as a member of a committee:

(a) In good faith;

(b) With the care an ordinarily prudent person in a like position would exercise under
similar circumstances; and

(c) In a manner she reasonably believes to be in the best interest of the Foundation.

Section 9.2. Reliance on Third Parties. In discharging her duties, a Director or Officer
is entitled to rely on information, opinions, reports, or statements, including financial statements
and other financial data, if prepared or presented by:

(a) One or more Officers or employees of the Foundation whom the Director or
Officer reasonably believes to be reliable and competent in the matters presented;

(b) Legal counsel, public accountants, or other persons as to matters the Director or
Officer reasonably believes are within the person's professional or expert competence; or

(c) With respect to a Director, a committee of the Board of Directors of which the
Director is not a member, as to matters within its jurisdiction, if the Director or Officer
reasonably believes the committee merits confidence.

Section 9.3. Bad Faith. A Director or Officer is not acting in good faith if she has
knowledge concerning the matter in question that makes reliance otherwise permitted by Section
9.2 unwarranted.

Section 9.4. No Liability. A Director or Officer is not liable for any action taken, or
any failure to take action, as a Director or Officer, if she performs the duties of their office in
compliance with the provisions of this Article, or she is immune from suit under the provisions
of Section 48-58-601 of the Act. No repeal or modification of the provisions of this Section
either directly or by the adoption of a provision inconsistent with the provisions of this Article,
shall adversely affect any right or protection, as set forth herein, existing in favor of a particular
individual at the time of such repeal or modification.

Revised 07/30/20. 576818.5 09202-002 9

Doc ID: f81589ab400db9531fda2f6a40064a46ed3e7ac8

Section 9.5. Prohibition on Loans. No loans or guarantees shall be made by the
Foundation to its Directors or Officers. Any Director who assents to or participates in the
making of any such loan shall be liable to the Foundation for the amount of such loan until the
repayment thereof.

ARTICLE X.
INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 10.1. Mandatory Indemnification of Directors and Officers. To the maximum
extent permitted by the provisions of Sections 48-58-501, et seq., of the Act, as amended from
time to time (provided, however, that if an amendment to the Act in any way limits or restricts
the indemnification rights permitted by law as of the date hereof, such amendment shall apply
only to the extent mandated by law and only to activities of persons subject to indemnification
under this Article which occur subsequent to the effective date of such amendment), the
Foundation shall indemnify and advance expenses to any person who is or was a Director or
Officer of the Foundation, or to such person's heirs, executors, administrators and legal
representatives, for the defense of any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative, or investigative, and whether formal or
informal (any such action, suit or proceeding being hereinafter referred to as the "Proceeding"),
to which such person was, is or is threatened to be made, a named defendant or respondent,
which indemnification and advancement of expenses shall include counsel fees actually incurred
as a result of the Proceeding or any appeal thereof, reasonable expenses actually incurred with
respect to the Proceeding, all fines, judgments, penalties and amounts paid in settlement thereof,
subject to the following conditions:

(a) The Proceeding was instituted by reason of the fact that such person is or was a
Director or Officer of the Foundation; and

(b) The Director or Officer conducted herself in good faith, and she reasonably
believed (i) in the case of conduct in her official capacity with the Foundation, that her conduct
was in its best interest; (ii) in all other cases, that her conduct was at least not opposed to the best
interests of the Foundation; and (iii) in the case of any criminal proceeding, that she had no
reasonable cause to believe her conduct was unlawful. The termination of a proceeding by
judgment, order, settlement, conviction, or upon a plea of no contest or its equivalent is not, of
itself, determinative that the Director or Officer did not meet the standard of conduct herein
described.

Section 10.2. Permissive Indemnification of Employees and Agents. The Foundation
may, to the maximum extent permitted by the provisions of Section 48-58-501, et seq., of the
Act, as amended from time to time (provided, however, that if an amendment to the Act in any
way limits or restricts the indemnification rights permitted by law as of the date hereof, such
amendment shall apply only to the extent mandated by law and only to activities of persons
subject to indemnification under this Article which occur subsequent to the effective date of such
amendment), indemnify and advance expenses in a Proceeding to any person who is or was an
employee or agent of the Foundation, or to such person's heirs, executors, administrators and
legal representatives, to the same extent as set forth in Section 10.1, provided that the proceeding
was instituted by reason of the fact that such person is or was an employee or agent of the

Revised 07/30/20. 576818.5 09202-002 10

Doc ID: f81589ab400db9531fda2f6a40064a46ed3e7ac8

Foundation and met the standards of conduct set forth in Section 10.1. The Foundation may also
indemnify and advance expenses in a Proceeding to any person who is or was an employee or
agent of the Foundation to the extent, consistent with public policy, as may be provided by the
Charter, by these Bylaws, by contract, or by general or specific action of the Board of Directors.

Section 10.3. Non Exclusive Application. The rights to indemnification and
advancement of expenses set forth in Section 10.1 and Section 10.2 are contractual between the
Foundation and the person being indemnified, and his or her heirs, executors, administrators and
legal representatives, and are not exclusive of other similar rights of indemnification or
advancement of expenses to which such person may be entitled, whether by contract, by law, by
the Charter, by a resolution of the Board of Directors, by these Bylaws, by the purchase and
maintenance by the Foundation of insurance on behalf of a Director, Officer, employee, or agent
of the Foundation, or by an agreement with the Foundation providing for such indemnification,
all of which means of indemnification and advancement of expenses are hereby specifically
authorized.

Section 10.4. Non-Limiting Application. The provisions of this Article shall not limit
the power of the Foundation to pay or reimburse expenses incurred by a Director, Officer,
employee, or agent of the Foundation in connection with such person's appearing as a witness in
a Proceeding at a time when he or she has not been made a named defendant or respondent to the
Proceeding.

Section 10.5. Prohibited Indemnification. Notwithstanding any other provision of this
Article, the Foundation shall not indemnify or advance expenses to or on behalf of any Director,
Officer, employee, or agent of the Foundation, or such person's heirs, executors, administrators
or legal representatives:

(a) If a judgment or other final adjudication adverse to such person establishes
his or her liability for any breach of the duty of loyalty to the Foundation, for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation of law, or
under Section 48-58-304 of the Act; or

(b) In connection with a Proceeding by or in the right of the Foundation in
which such person was adjudged liable to the Foundation; or

(c) In connection with any other Proceeding charging improper personal
benefit to such person, whether or not involving action in his or her official capacity, in which he
or she was adjudged liable on the basis that personal benefit was improperly received by him or
her.

Section 10.6. Repeal or Modification Not Retroactive. No repeal or modification of the
provisions of this Article, either directly or by the adoption of a provision inconsistent with the
provisions of this Article, shall adversely affect any right or protection, as set forth herein,
existing in favor of a particular individual at the time of such repeal or modification.

Revised 07/30/20. 576818.5 09202-002 11

Doc ID: f81589ab400db9531fda2f6a40064a46ed3e7ac8

ARTICLE XI.
FISCAL YEAR

The fiscal year of the Foundation shall end on June 30th, or on such other date as may be
fixed from time to time by the Board of Directors.

ARTICLE XII.
PROCEDURE AT MEETINGS

The rules contained in Robert’s Rules of Order, Newly Revised shall govern procedure in
all meetings of the Foundation except where in conflict with the Charter, these Bylaws,
Fraternity rules duly adopted, or Tennessee law.

ARTICLE XIII.
AMENDMENTS TO BYLAWS

The Board of Directors may amend any or all of these Bylaws, with the exception of this
section, by a majority vote. Proposed amendments to the Bylaws shall be sent (via U.S. first
class mail, email or fax) to the Directors at least two weeks prior to the meeting. These Bylaws
may also be amended or suspended by the members of the Foundation during its regular meeting
by majority vote. Any such amendment or request for suspension to be considered by the
members of the Foundation shall be sent by email to each member of the Foundation nine weeks
prior to the date of the meeting. If such notice has not been given, a two-thirds vote shall be
necessary to amend or suspend. No amendment shall authorize the Board of Directors to
conduct the affairs of the Foundation in any manner or for any purpose contrary to the provisions
of Section 501(c)(3) of the Code, as now in force or hereafter amended, nor shall any amendment
authorize distributions for purposes other than Charitable Purposes.

ARTICLE XIV.
EXEMPT STATUS

The Foundation has been organized and will be operated exclusively for exempt purposes
within the meaning of Section 501(c)(3) of the Code and, as such, will be exempt from taxation
under Section 501(a) of the code. Any provision of these Bylaws or of the Charter which would
in any manner adversely affect the Foundation's tax-exempt status shall be void and shall be
deleted or modified as necessary to comply with all applicable federal and state requirements for
the maintenance of the Foundation's tax-exempt status.

These Bylaws are adopted and shall be effective this _1_0_ day of _J_u_l_y____ _, 2020.

Meagan Davies
Foundation Board Secretary

Revised 07/30/20. 576818.5 09202-002 12

Doc ID: f81589ab400db9531fda2f6a40064a46ed3e7ac8

Title
Audit Trail
File Name

Document ID
Bylaws Signed
Audit Trail Date Format
AOII Foundation B...FINAL 7-30-20.pdf
Status f81589ab400db9531fda2f6a40064a46ed3e7ac8
MM / DD / YYYY

Completed

06 / 10 / 2021 Sent for signature to Meagan Davies
13:39:33 UTC ([email protected]) from [email protected]
IP: 76.22.239.55
06 / 10 / 2021
15:12:56 UTC Viewed by Meagan Davies ([email protected])
IP: 66.56.7.140
06 / 10 / 2021
15:13:20 UTC Signed by Meagan Davies ([email protected])
IP: 66.56.7.140
06 / 10 / 2021
15:13:20 UTC The document has been completed.