Lake Havasu Higher Education Foundation, Inc. By Laws

Hereafter to be known as: Havasu Foundation for Higher Education (or HFHE) or "The Foundation." HFHE is a non-profit 501(c)(3), Public Service Corporation.

1. Purpose: The purpose for which the Foundation is organized is to work for and promote programs, endeavors, and institutions that can bring post high school educational opportunities to the Lake Havasu City area.

2. Character of Affairs: The character of Affairs of the Foundation will be to work to acquire land, raise funds, develop and provide information to the public, all in order to facilitate the promotion of higher education in Lake Havasu City.

3. Membership: Initial membership in the Foundation is open to any person, partnership, corporation, associates, or non-governmental entity willing to join and support the purposes of the Foundation. However, the Board of Directors, at its discretion, may at any time, change membership requirements to suit changing conditions.

4. Dues: Initial membership is free. However, the Board of Directors may, at any time, impose a membership fee, and determine the amount to be charged for said membership.

5. Board of Directors: From among the organizational membership, once such a group is established, a 13 member board of directors is to be elected. This board shall meet regularly in order to properly address the business affairs of the Foundation. The Board of Directors shall, at the earliest opportunity elect the officers of the Foundation. This shall consist of the office of President, Vice President, Secretary, and Treasurer.

6. Executive Committee: The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, and one Member-at-large elected from the body of the Board of Directors. The Executive Committee shall answer directly to the Board of Directors.

7. Duties of the Board of Directors: The Board of Directors shall be responsible for all business affairs of the Foundation. The Board may delegate certain tasks and duties to

a. the Executive Committee

b. the President or other officers

c. other board members

d. an Executive Director

e. other, as specifically mandated by an affirmative vote of the Board.

8. Executive Director: An Executive Director may be employed by the Board whose duties, job description and compensation are fully known to and approved by the Board of Directors. The Executive Director shall answer directly to the Board of Directors.

9. Terms of Board Members: The initial Board of Directors shall act as one class until the first Annual General Membership meeting to be held in December of the first year of operation, 2004.

At that meeting all 13 members of the Board, who were elected at the organizational meeting, will stand for re-election, with nominations from the floor for any vacancy or contested position on the Board.

10. Length of Board Member Terms: Board members are to be elected for 3 year terms. At the first annual general membership meeting in December, 2004, those elected to the board will draw straws for length of their individual term. Four will draw for a one year term, four more will draw for a two year term, and five will draw for a three year term. Each member, so chosen, must stand for re-election at the end of his or her term, at the next annual meeting at which his or term ends. Each person re-elected, or elected, will serve a three year term. The board will then be a "classified" board.

11. Term Limits of Officers: All officers, and any member of the Executive Committee, serve at the will of the Board. However, all officers and any member of the Executive Committee must be elected or re-elected at the first Board of Directors meeting following the annual membership meeting.

12. Board Meetings: Frequency and dates of board meetings are to be set by the Board of Directors. However, special meetings can be called by the President or by a vote of the Executive Committee. A quorum will consist of 50% plus one (1) of currently active Board members. The Executive Committee may call board meetings on a 24-hour notice by phone, fax, and/or email. By consent of the Board, board business may be conducted by tele-conferencing, email, fax, mail, or in regular meetings.

13. Nominating Committee: The President and two other members of the Board of Directors shall constitute the nominating committee for purposes of selecting a slate of officers for the coming year. Only board members may be nominated for a position of officers of the Foundation/ Corporation. Only board members may vote for officers of the Board.

14. Standing Committees: Standing Committee members and chairpersons must be members of the Foundation. The Executive Committee may reconfigure the standing committees as needed. The initial list of standing committees shall include

*The Executive Committee (see article 6)

*Finance Committee - This committee will be chaired by the Treasurer and will work to insure the financial integrity of the Foundation

*Membership Committee - This committee will work to secure a membership base that represents the broadest possible cross section of Lake Havasu City citizenry.

*Fund Raising Committee - This committee will be charged with researching and developing fund raising programs that will, in turn, financially sustain and meet the goals of the Foundation.

*Internet/Web-site Committee - This committee will work to maintain and improve the Foundationís website: _www. The intention is to create a medium for maximum public communication.

15. Other Committees: The Board of Directors or the Executive Committee may create other committees that may serve immediate or temporary needs. Any such committee will be considered ad hoc and cease to exist when its purpose is no longer required.

16. Books and Records: The Foundation shall keep, at its principal office for business, complete books and records of account and minutes of the proceedings of the Board of Directors. Such information may be made available to the public via the Foundationís website at the discretion of the Executive Committee.

17. Amendment of By-Laws: The By-Laws may be amended, altered, repealed or new By Laws adopted by the affirmative vote of a majority of the will of the Board at any regular meeting of the Board, based on recommendations of the Executive Committee.

18. Contracts: The Foundation may enter into contracts and other transactions as deemed appropriate, and approved by the board based on recommendations of the Executive Committee. The Foundation, as finances permit, will secure liability insurance for officers, board members, and general liability for the Foundation.

19. Notes and Obligations: No notes, obligations, or instruments of debt shall be entered into, made, or executed without the official approval of the Board of Directors, in a regular or special meeting, and based on a recommendation of the Executive Committee.

20. Execution of Documents: Unless otherwise authorized by the Executive Committee, all contracts, leases, deeds, deeds of trust, mortgages, powers of attorney, and all other documents, requiring the seal of the Corporation (Foundation) shall be executed for and on behalf of the Corporation by the President, or an officer specifically authorized by the President in a written directive, to perform such duties in the absence of the President.

21. Corporate Seal: The Corporate Seal for the Corporation (Foundation) shall be in the form of an Arizona Notary Public Seal, verifying the signature of the President.

22. Fiscal Year: The fiscal year for the Corporation (Foundation) shall be January 1 to December 31.

23. Certificate of Adoption: The undersigned, being the President of said Corporation (Foundation), hereby certifies that the forgoing By-Laws, a revision of the By-Laws adopted on the 29^th day of March 2004, by the Executive Committee, chaired by Dr. William Ullery on that date, are approved as revised by the Board of Directors on this date July 21, 2004.

Floyd B. Hamilton, President Board of Directors,
Havasu Foundation for Higher Education
Lake Havasu City, County of Mohave, State of Arizona

February 2005
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