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Constitution

CONSTITUTION OF THE AFIT FOUNDATION

ARTICLE I

Scope

This Constitution shall constitute the Code of Regulations of the AFIT Foundation thereinafter referred to as the "Foundation". The Constitution is not intended to state purposes of the Foundation or to grant it authority different from, or in addition to, the purposes and authority provided for in the Articles of Incorporation of the Foundation or otherwise provided by law.

ARTICLE II

Organization

The Foundation shall consist of a Board of Trustees and the Association of Graduates. The Board of Trustees shall, for purposes of any statute or rule of law now and hereafter in effect, be considered the governing body of the Foundation. AFIT's Alumni organization, the Association of Graduates, shall include the following categories of participation: AFIT Faculty, AFIT Graduate, AFIT Student and Associate (Friend of AFIT). The AOG, shall, at the request of the Board of Trustees or by consensus of its current participants, be represented on the Board of Trustees.

ARTICLE III

Number, Classification and Election of Trustees

Section 1. Number of Trustees. The number of Trustees of the Foundation shall be no less than seven at large members. Such number of at large Trustees may be increased or decreased (subject to the condition that in no event shall such number be less than seven) by resolution adopted by a majority of the Trustees, but no decrease in the number of Trustees shall have the effect of removing any Trustee prior to the expiration of his term of office. Organizations supportive of AFIT, may have their organizational representative serve as an at large trustee of the Foundation.

Section 2. Election of Trustees. The election of Trustees shall take place at the annual meeting of the Board of Trustees and, if the annual meeting of the Board of Trustees is not held or Trustees are not elected thereat, the Trustees may be elected at a special meeting called and held for that purpose.

Section 3. Terms of Office. The at large Trustees shall be divided into three classes, each class to consist of such number of Trustees as the Trustees may determine, provided that the whole number of at large Trustees of any class shall not exceed the whole number of Trustees of any other class by more than one. At large Trustees elected for the first class at the first election of Trustees following the adoption of this Constitution shall hold office for the term of three years from the date of their election and until the election and qualification of their successors; Trustees then elected for the second class shall hold office for the term of two years from the date of their election and until the election and qualification of their successors. At each annual election the successors of the Trustees of each class whose term shall expire in that year shall be elected to hold office for the term of three years from the date of their election and until the election and qualification of their successors. In case of any increase in the number of Trustees of any class, any Trustees chosen to fill any vacancy created by such increase shall hold office for a term which shall be coincident with the term of the class for which he is chosen. Vice president Trustees from sub entities will serve as Foundation Trustees for the term of their presidency of the subentity.

Section 4. Qualification. Any person may be elected as a Trustee of The Foundation for any number of terms of office, but no person may serve as a Trustee for more than two consecutive terms. If a Trustee is chosen to fill a vacancy in the Board of Trustees, the unexpired term for which he is so chosen to serve shall not be deemed to be a term of office for purposes of this Section 4.

Section 5. Removal of Trustees. Any trustee may be removed at any time, with or without cause, by action of a majority of the whole number of Trustees at any meeting of the Board of Trustees called for that purpose.

Section 6. Vacancies. The remaining Trustees may, by the vote of a majority of their number, fill any vacancy (whether occurring by reason of any increase in the number of Trustees or otherwise) in the Board of Trustees until the next annual election of Trustees, and any Trustees so appointed to fill any such vacancy shall serve until the next annual election of Trustees and until his successor is elected and qualified.

ARTICLE IV

Meetings of the Board of Trustees

Section 1. Annual Meetings. The annual meeting of the Board of Trustees of the Foundation, for the purpose of electing Trustees and transacting such other business as may be appropriate, shall be held upon such date (not earlier than the first day of September nor later than the 31st day of October) as the Executive Committee may, from time to time, determine.

Section 2. Other Meetings. The Board of Trustees may, by By-Law or resolution, provide for other regular meetings of the Board of Trustees, and special meetings of the Board of Trustees may be held at any time upon call of the Chairman of the Board, the President, the Executive Committee or any two members of the Board.

Section 3. Notice of Meetings. Written notice of the time and place of each annual or special meeting of the Board of Trustees shall be given to each Trustee at his last known address at least ten days prior to the date of such meetings, or such notice may be personally delivered or telefaxed in substance to each Trustee not less than 24 hours before such meeting. Such notice need not specify the purpose of the meeting, and may be waived in writing, either before or after the holding of such meetings, by any Trustee. The attendance of any Trustee at any such meeting, shall be deemed to be a waiver by him of proper notice of such meeting. Notice of adjournment of a meeting need not be given at the time and place to which it is adjourned is fixed and announced at such meeting.

Section 4. Places of Meetings. Any meeting of the Board of Trustees may be held at such place within Montgomery or Greene County, Ohio, as may be specified in the notice of said meeting. If the notice of any meeting fails to state the place of such meeting, it shall be held at the office of the Foundation.

Section 5. Voting and Quorum. The action of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees. One-third of the total authorized number of Trustees shall constitute a quorum for the transaction of business at any meeting, provided that whenever less than a quorum is present at any time and place appointed for a meeting of the Board of Trustees , a majority of those present may adjourn the meeting from time to time without notice, other than by announcement at the meeting, until a quorum is present.

ARTICLE V

Executive Committee

Section 1. Appointment. Following each annual election of Trustees, the Board of Trustees shall appoint an Executive Committee consisting of the President of the Foundation and the officers of the Foundation. If the Chairman of the Board of the Foundation is appointed as a member of the Executive Committee, he shall be the Chairman thereof and the President of the Foundation shall be the Vice Chairman thereof. If the Chairman of the Board of the Foundation is not appointed a member of the Executive Committee, then the President of the Foundation shall be the Chairman thereof. The Secretary of the Foundation shall act as Secretary of the Executive Committee. The members of the Executive Committee shall serve only at the pleasure of the Board of Trustees.

Section 2. Powers of the Executive Committee. Except as the powers and duties of the Executive Committee may be limited by the Board of Trustees and except as to matters with respect to which specific delegations shall have been made by the Board of Trustees to the Finance Committee or as to which the Board of Trustees shall have given specific directions, the Executive Committee, during the intervals between meetings of the Board of Trustees, shall possess and may exercise all of the powers of the Board of Trustees in the management and control of the business, affairs and properties of the Foundation which the Board of Trustees may lawfully delegate to it (including, without limitation thereto, the power to adopt By-Laws for the operation and administration of the Foundation), in such manner as the Executive Committee shall deem to be for the best interest of the Foundation, but any action of the Executive Committee shall be subject to revision, alteration or recession by the Board of Trustees, provided that no rights of third parties shall be affected by such revision, alteration or rescission.

Section 3. Meetings of the Executive Committee. Regular meetings of the Executive Committee shall be held at such times and on such days as the Executive Committee may, from time to time, determine, and special meetings of the Executive Committee may be called by the Chairman of the Executive Committee and shall be called by the Secretary or Assistant Secretary of the Foundation at the direction and upon the request of any two members of the Executive Committee. Notice of any regular meeting of the Executive Committee need not be given if the time and place of such meeting is announced at any previous meeting of the Executive Committee. Notice of any regular meeting the time and place of which is not so announced, and notice of any special meeting shall, in each instance, be given to each member of the Executive Committee at his last known address at least 24 hours prior to the meeting, orally, by telephone, or in writing delivered personally or by mail, unless notice is waived by such member either before or after the holding of such meeting, and the attendance of any member at any such meeting shall be deemed to be a waiver by him of notice of such meeting.

Section 4. Voting and Quorum. The action of a majority of the members of the Executive Committee present at a meeting at which a quorum is present shall be the act of the Executive Committee. A majority of such members shall constitute a quorum for the transaction of any business at any meeting. The Executive Committee shall report each of its actions to the Board of Trustees at the next regular or special meeting of the Board of Trustees following such action.

ARTICLE VI

Finance Committee

Section 1. Appointment. Following each annual election of Trustees, the Board of Trustees shall appoint a Finance Committee consisting of a Chairman, who will be the Vice President of Finance for the Foundation and a member of the Trustees by virtue of this position, and three or more Trustees. The members of the Finance Committee shall serve only at the pleasure of the Board of Trustees.

Section 2. Duties and Powers. The Finance Committee, during the intervals between the meetings of the Board of Trustees, shall possess and may exercise such of the powers of the Board of Trustees in the management, investment and reinvestment of the funds of the Foundation as the Board of Trustees may, from time to time, lawfully delegate to it, in such manner as the Finance Committee may deem to be for the best interests of the Foundation, but any action of the Finance Committee shall be subject to revision, alteration or rescission by the Board of Trustees, provided that no right of third parties shall be affected by any such revision, alteration or rescission. In addition, the Finance Committee shall, from time to time, make such recommendations and such reports to the Executive Committee and the Board of Trustees as the Finance Committee may deem advisable or as may be requested by the Executive Committee or the Board of Trustees. In performing such duties, the Finance Committee may, with the approval of the Executive Committee, retain such advisors and consultants as it may deem advisable.

Section 3. Meetings of the Finance Committee. Regular meetings of the Finance Committee shall be held at such times and on such days as the Finance Committee may from time to time, determine, and special meetings of the Finance Committee may be called by the Vice President for Finance or be called by the Secretary of the Foundation at the direction and upon the request of any two members of the Finance Committee. Notice of any regular meetings of the Finance Committee need not be given if the time and place of such meetings is announced at any previous meeting of the Finance Committee. Notice of any regular meeting the time and place of which is not so announced and notice of any special meeting shall, in each instance, be given to each member of the Finance Committee at his last known address at least 24 hours prior to the meeting, orally, by telephone, or in writing delivered personally or by mail, unless notice is waived by such member either before or after the holding of such meeting, and the attendance of any member at any such meeting shall be deemed to be a waiver by him of such notice of such meeting.

Section 4. Voting and Quorum. The action of a majority of the members of the Finance Committee present at a meeting at which a quorum is present shall be the act of the Finance Committee. A majority of such members shall constitute a quorum for the transaction of any business at any meeting. The Finance Committee shall report each of its actions to the Board of Trustees at the next regular or special meeting of the Board of Trustees following such action.

ARTICLE VII

Other Committees

The Board of Trustees, by By-Law or otherwise, may provide for the appointment of such other committees of Trustees and/or persons who are not Trustees of the Foundation as it may deem desirable for the proper administration and operation of the Foundation, and may assign to any such committee such powers and duties as it may determine; provided, however, that unless the members of any such committee consist solely of Trustees of the Foundation, such committee may not be empowered to exercise the powers of the Trustees.

ARTICLE VIII

Officers

Section 1. Officers. The Officers of the Foundation shall be a Chairman of the Board and a President, who shall be Trustees, a Vice President of Finance, a Secretary, and such other officers, subordinate officers and assistants as the Board of Trustees may from time to time determine. Any two or more offices may be held by any one person, except the offices of President and Vice President.

Section2. Election of Officers. The Officers of the Foundation shall be elected by the Board of Trustees at the annual meeting of the Board of Trustees and shall hold office until the next annual meeting of the Board of Trustees following the annual election of Trustees and until their successors are elected and qualified. The Board of Trustees may remove any Officer at any time, with or without cause, by a majority vote. The Board of Trustees may fill any vacancy in any office occurring from whatever cause.

ARTICLE IX

Duties of Officers

Section 1. Chairman. The Chairman of the Board of Trustees shall preside at all meetings of the Board of Trustees and shall perform such other and further duties as may from time to time be required of him by the Board of Trustees.

Section 2. President. The President shall perform all duties of the Chairman of the Board of Trustees in case of his absence or disability, together with such other duties as the Board of Trustees may from time to time prescribe. The President shall have general supervision, administration and direction of all the Foundation's affairs, subject to the direction of the Board of Trustees and the Executive Committee. He shall sign all contracts, notes, deeds, mortgages, bonds, other obligations, or other papers requiring his signature, and he shall perform such other and further duties as may from time to time be required of him by the Board of Trustees or the Executive Committee.

Section 3. Vice Presidents. The Vice Presidents, in the order designated by the Board of Trustees if there be more than one, shall perform all duties of the President in case of his absence or disability, together with such other duties as the Board of Trustees may from time to time prescribe. The authority of the Vice Presidents to execute contracts, deeds, notes, mortgages, bonds, other obligations or other instruments and documents in the name of the Foundation shall be coordinated with like authority of the President.

Section 4. Vice President of Finance. The Vice President of Finance shall have general supervision of all finances of the Foundation. He shall receive and have charge of all money, bills, notes, deeds, leases and similar property belonging to the Foundation, and shall do with the same as may from time to time be required by the Board of Trustees, the Finance Committee or the Executive Committee, and shall perform such other duties as may be required by the Board of Trustees or the Executive Committee.

Section 5. Secretary. The Secretary shall keep minutes of all proceedings of the Board of Trustees, and shall make proper record of the same, which shall be attested by him; sign all contracts, deeds, notes, mortgages, bonds, other obligations, and other papers executed by the Institute requiring his signature; give notice of all meetings; and perform such other and further duties as may from time to time be required of him by the Board of Trustees or the Executive Committee.

Section 6. Assistant Officers. Assistant Officers shall act as assistant to and under the direction of their supervisor officers and shall be vested with all of the powers or be required to perform any of the duties of their superior officers in their absence, and they shall perform such other and further duties as may, from time to time, be required of them by the Board of Trustees.

ARTICLE X

Nominating Committee

Not less than sixty days prior to each annual election of Trustees, the Executive Committee shall appoint a Nominating Committee consisting of three Trustees whose terms do not expire in the year of such election and shall designate one of such members as the Chairman of such committee. The Nominating Committee shall nominate one candidate for each Trustee to be elected at such annual election, one candidate for the Chairman and each other member of each committee to be appointed by the Board of Trustees following such annual election, and one candidate for each of the officers to be elected following such annual election.

ARTICLE XI

Indemnification of Officers and Trustees

Except as may otherwise be specifically provided by applicable statute, no person shall be liable to the Foundation for any loss or damage suffered on account of any action taken or omitted to be taken by him as a Trustee or Officer of the Foundation if such action did not result from his willful misconduct or fraud or result in illegal personal benefit to him.

In case any claim, suit or proceeding shall be made or brought against any present or future Trustee or Officer of the Foundation, or any person who may now be serving or in the future may serve at its request as a trustee, director or officer or similar position in another corporation (whether nonprofit or for profit) of which it is a member, in which it owns shares or of which it is a creditor, his or her heirs, executors, or administrators, on account of action taken or omitted to be taken by such trustee or officer as a member of the Board of Trustees, trustee, director or officer of the Foundation or of such other corporation, the Foundation shall indemnify such present or future Trustee of Officer, his or her heirs, any executors and administrators, against all or any portion of any expenses actually and necessarily incurred, by him or her in connection with the defense of any such claim, suit or proceeding (whether or not he continues to be a Trustee, director or Officer at the time of incurring such expense) to which he or she is made a party by reason of being or having been such member of the Board of Trustees, director or Officer, such expenses to include any amount paid upon any judgement and the amount of the reasonable settlement made with a view to curtailment of litigation. The Foundation shall not, however, indemnify any Trustee, director or Officer with respect to any matter as to which he or she shall be finally adjudged in any such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty, nor in respect to any matter on which any settlement or compromise shall be effected, if the total expense, including the amount paid upon such settlement, shall substantially exceed the expense which might reasonably be incurred by such member of the Board of Trustees or Officer in conducting such litigation to a final conclusion.

The provisions of this Article XI shall be in addition to and not in limitation of any other rights, indemnities, or limitations of liability to which any member of the Board of Trustees, or officer may be entitled as a matter of law. Notwithstanding any repeal of this Article or other amendment thereof, the foregoing indemnification shall be binding upon the Foundation (subject to the exceptions set forth in this Article) as to all claims, actions, suits or proceedings, and expenses connected therewith and settlements thereof, as above provided arising out of matters which occur during or are referable to the periods prior to any such repeal or amendment.

Notwithstanding the foregoing, the provisions of this Article shall not apply to any action, taken or omitted to be taken which would disqualify the Foundation for tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Code).

ARTICLE XII

Actions by Trustees Without a Meeting

Any action, which may be authorized or taken at a meeting of the Trustees may be authorized or taken without a meeting in a writing or writings approved and signed by all of the Trustees. Any such writings shall be filed with or entered upon the records of the Foundation. Any certificate with respect to the authorization or taking of any such action which is required to be filed with the office of the Secretary of State shall recite that the authorization or taking of any action was in a writing or writings approved and signed as specified in Section 1702.25 Ohio Revised Code.

ARTICLE XIII

Prohibitions and Dissolution

No member, Trustee, officer, or employee of, or member of a committee of, or person connected with the Foundation or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Foundation, provided that this shall not prevent the payment of any such person of such reasonable compensation for services rendered to or for the Foundation in effecting any of its purposes as shall be fixed by the Board of Trustees; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Foundation. Upon such dissolution or winding up of the affairs of the Foundation whether voluntary or involuntary, the assets of the Foundation, after all debts have been satisfied, then remaining in the hands of the Board of Trustees shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the Board of Trustees may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Trustees, exclusively to charitable, religious, scientific, literary or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

ARTICLE XIV

Amendments

This Constitution may be amended by the affirmative vote of a majority of the Trustees voting on the proposal.

(Signed) JAMES W. McSWINEY

Foundation Trustee and Chairman of the Board

Date: February 17, 1993
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