Bylaws

Page 1 of 11

BYLAWS OF THE RONDOUT VALLEY EDUCATION FOUNDATION, INC.

The Rondout Valley Education Foundation (hereinafter “Foundation”) is a charitable corporation. It is organized exclusively for charitable and educational purposes for the benefit of, and to enhance the educational opportunities for, the children of the Rondout Valley Central School District (hereinafter “School District”) by:

  1. encouraging and developing greater involvement in and support for the School District by the community, parents, alumni, the private sector and others;
  2. facilitating the development of and support for enrichment and other educational opportunities beneficial to the children of the School District.
  3. providing financial support for worthy projects, programs and other special needs of the School District not included in the school budget.

 

Article I:

Members of the Foundation:

1:1       The Foundation shall have no members.

 

Article II:

The FoundationBoard of Directors:

2:1       Subject to any provisions pertaining thereto contained in the Foundation’s Certificate of Incorporation, the business, property and affairs of the Foundation shall be managed by or under the direction of the FoundationBoard of Directors (hereinafter “FoundationBoard”).

 

2:2       Except as otherwise provided in these Bylaws, the affirmative vote of a majority of the Directors present at a meeting of the FoundationBoard at which a quorum is present at the time of the vote shall be the act of the FoundationBoard.  A majority of the Entire Board then in office shall constitute a quorum for the transaction of any business at any meeting, except as otherwise provided in these Bylaws or required by law. In the absence of a quorum, a majority of those present may adjourn any meeting to another time and place provided that notice of the meeting be given to Directors not present at the time of adjournment.

 

2:3       The FoundationBoard shall consist of not fewer than threenor more than twenty-five individuals. Within such limits, the number of Directors shall be established from time to time by resolution approved by a majority of all Directors then in office; provided, however, that no decrease in the number of Directors shall shorten the term of any incumbent Director. The initial members of the FoundationBoard shall consist of three persons designated in the Certificate of Incorporation. Beginning with the first annual meeting of the FoundationBoard held after the organizational meeting of the Foundation, the FoundationBoard shall be divided into three classes: class I, class II, and class III. The terms of office of the classes of Directors elected at the organizational meeting shall expire at the times of the annual meetings of the FoundationBoard as follows – class I in 2007, class II in 2008, and class III in 2009 – or thereafter in each case when their respective successors are elected and qualified. At each subsequent annual election, the Directors chosen to succeed those whose terms are expiring shall be identified as being of the same class as the Directors whom they succeed, and shall be elected for a term expiring at the time of the third succeeding annual meeting of the FoundationBoard thereafter in each case when their respective successors are elected and qualified.

The number of Directors shall be apportioned among the classes so as to maintain the classes as nearly equal in number as possible.  At the expiration of any term of three

Page 2 of 11

Bylaws of the Rondout Valley Education Foundation

years, any Director may be reelected for a new term of office or allowed to serve until a successor is selected; provided, however that no Director, other than Directors referred to in sections 2:5 and 5:1, may serve for more than three consecutive three-year terms.

2:4       Members of the FoundationBoard shall be residents of legal age of the Rondout Valley Central School District.  The FoundationBoard shall seek to maintain FoundationBoard membership that includes a diverse [a] cross-section of the district’s communities.  However, membership may be open, at the discretion of the FoundationBoard, to non-residents who are interested and concerned with the Rondout Valley School system.  Non-residents shall hold no more than 25% of Board seats at any time.

2:5       The FoundationBoard shall at all times include no less than one and no more than two members of the Rondout Valley Board of Education, which members shall be designated by the Board of Education and Superintendent of the Schools of the School District.  The Superintendent of the Schools shall be an ex-officio, non-voting member of the FoundationBoard.

2:6       Directors who retire after at least two consecutive terms may be asked to become

Emeritus Directors. Emeritus Directors have all of the powers and privileges of directors of the Foundation, except that they do not vote at meetings and their presence does not contribute to reaching a quorum. Privileges include attendance at all Foundation meetings and functions and recognition in all printed materials and presentations. 

2:7       The FoundationBoard may fill any vacancy, whether due to an increase in the number of FoundationBoard Directors, the resignation or disability or death of any Director, or otherwise. A Director elected by the FoundationBoard to fill a vacancy shall serve for the unexpired term of office for such Director and until the election of the successor of such Director.

2:8       The annual meeting of the FoundationBoard shall be held in October or at such other time as may be fixed by the FoundationBoard. The FoundationBoard may by resolution designate a time and place for the holding of annual and regular meetings of the FoundationBoard, in which case notice of such meetings shall be given not less than seven nor more than thirty days before the date of the meeting. All meetings of the Directors shall be held at such places within or without the state of New York as shall be designated in the notice of meeting or as may be fixed by the FoundationBoard.

2:9       Special meetings of the FoundationBoard may be called at any time by the Chair, Executive Director, or any Vice Chair. Special meetings of the Board may be called by any Director upon written demand of one-third of the foundation board. Special meetings of the Board shall be held at such time and place as may be designated in the notice of meeting. At least three days written notice of special meetings of the

FoundationBoard shall be given to each Director, provided that notice need not be given to any member of the foundation board who executes a waiver of notice or who is present at such meeting without protest. At such special meeting, only such business shall be transacted as shall have been specified in the notice of meeting.

 

 

 

 

Page 3 of 11

Bylaws of the Rondout Valley Education Foundation

 

2:10     A Director may resign at any time, by written notice to the Secretary. Unless required by the terms of such resignation, formal acceptance shall not be necessary to make it effective.

 

2:11     The FoundationBoard may, by majority vote of the Entire Board, remove from office any Director because of neglect of official duties, or for other conduct deemed by such a majority to be inconsistent with the holding of office in the Foundation.

 

2:12     Unanimous written consent can be made by email for any action required or permitted to be taken by the Foundation Board. Any or all members of the FoundationBoard may participate in a meeting of the FoundationBoard by means of video, teleconferenceor such communications equipment that will allow all persons participating in the meeting to communicate effectively with one another at the same time. Participation by such means shall constitute presence in person at such meeting.

 

Article III:

Power of the FoundationBoard

3:1       The FoundationBoard shall have control and supervision of all the affairs and property of the Foundation, including but not limited to final jurisdiction over finances, investments, projects, programs, fund-raising activities and grants; shall exercise such control and supervision consistent with the Mission of the Foundation; shall make grants for the educational benefit of the children of the Rondout Valley Central schools; shall hire and discharge all agents and employees of the Foundation and fix their salaries, if any; shall authorize all contracts of the Foundation and supervise the allocation of all its funds and property; shall fill all vacancies among the officers of the Foundation; and may remove from office, with or with out cause, any officer.

 

3:2       (a) Annual Budget

            The FoundationBoard shall adopt the annual budget of the Foundation and shall specify the terms and conditions upon which the principal funds, income and other property of the Foundation shall be invested or used, subject to and in accordance with the Bylaws, the RVEF Investment Policy and the provisions of the Certificate of Incorporation.

            (b) Solicitation of Contributions

            The FoundationBoard may solicit funds. In connection with any such solicitation, the FoundationBoard shall have authority to make available to all contributors the Certificate of Incorporation, the RVEF Investment Policy and these Bylaws, or excerpts thereof, showing the rights and powers of the Board with respect to funds so solicited.

 

3:3       The Directors shall not be compensated by the Foundation.

 

Article IV:

Committees:

4:1       Not later than three months after each annual meeting of the Foundation Board, the Foundation Board may, by resolution adopted by majority vote of the entire Foundation Board, create the following standing committees: an Executive Committee, a Nominating Committee, a Program Committee, a Finance, Investment and Audit Committee, and any

Page 4 of 11

Bylaws of the Rondout Valley Education Foundation other Committees of the Board or Committees of the Corporation as it may determine. Any such other committee shall have and may exercise such authority of the Foundation Board as shall be provided in these Bylaws or by resolution of the Foundation Board.

 

4:2       During intervals between meetings of the Foundation Board, the Executive Committee shall have such authority to conduct Foundation business as determined by the Foundation Board at its annual meeting.

 

4:3       Committees of the Board have the power to bind the Board within the limitations of NFPCL (Not for Profit Corporation Law). These committees must be comprised solely of board members and have at least 3 members.The members of Committees of the Board and any alternate members shall be appointed or elected by the members of the Foundation Board by a vote of a majority of the Entire Board; provided, however, that

  • the person at the time serving as Foundation Board Chair shall be a member of all Committees of the Foundation Board,
  • the Executive Committee shall include the persons at the time serving as Secretary and Treasurer, the Superintendent of the School as an ex-officionon-voting member and
  • the Nominating Committee shall include one member of the board of the School designated by the board of the School and the Superintendent of the School.

The Executive Director shall be entitled to participate in the deliberations of all Committees of the Board and, if a Director, shall be a member of the Executive Committee. An alternate committee member may replace any absent or disqualified member at any meeting of the committee. Members of such Committees of the Board may be removed with or without cause.

 

4:4       Committees of the Corporation may be created and may include non-board members. These committees cannot bind the Board and members are appointed or elected the same as officers.

 

4:5       The Chair of any committee shall be a Foundation Board member. The Chair of the Foundation Board shall be the Chair of the Executive Committee.

 

4:6       Each committee shall keep minutes of its proceedings and shall report to the Foundation Board thereon from time to time as requested by the Foundation Board.

 

4:7       Unanimous written consent can be made by email for any action required or permitted to be taken by a committee at a meeting. Any or all members of such committee may participate in a meeting of the committee by means of video, teleconferenceor such communications equipment that will allow all persons participating in the meeting to communicate effectively with one another at the same time. Participation by such means shall constitute presence in person at such meeting.         

 

Article V

Officers:

5:1       The Officers of the Foundation shall be a Chair, Executive Director, one or more Vice Chairs, a Secretary, a Treasurer and such other officers as may from time to time be designated by the FoundationBoard. The Executive Director may, by resolution of a

 

 

Page 5 of 11

Bylaws of the Rondout Valley Education Foundation

 

            majority of the FoundationBoard, be designated as a Director. All other officers must be directors. The Officers shall be elected at the annual meeting of the FoundationBoard

            and shall hold office until the next annual meeting of the FoundationBoard or until their successors shall have been chosen and shall have qualified. A vacancy in any office may be filled by the FoundationBoard at any meeting.

 

5:2       The Chair shall be the chief executive officer of the Foundation. The Chair shall have general supervision over carrying on the activities of the Foundation as directed by the FoundationBoard; shall preside over all meetings of the FoundationBoard; shall be an

            ex-officiomember of all committees; and shall sign all agreements and formal instruments.

 

5:3       The Executive Director shall be the chief operating officer of the Foundation and,

subject to the control of the FoundationBoard, shall have general charge and control of all its operations. The Executive Director shall have such other powers and perform such other duties as may from time to time be assigned to him or her by these Bylaws or by the FoundationBoard.

 

5:4       In the absence of the Chair, a Vice Chair designated by the Chair shall preside at the meetings of the foundation board at which he or she is present. Each Vice Chair shall, in addition, perform such duties as the FoundationBoard may prescribe.

 

5:5       The Secretary shall attend and keep minutes of the FoundationBoard and shall perform like duties for the committees when required. The Secretary shall give notice by mail, email or fax of all meetings of the FoundationBoard; shall have copies of the minutes available to Foundation Board members in a manner and within a timeframe designated by the      Foundation Board at the annual meeting; shall co-sign all agreements and formal instruments, except those pertaining to the Office of Treasurer;shall keep the seal of the Foundation; when directed to do so by the FoundationBoard shall affix the seal to instruments executed on behalf of the Foundation.

 

5:6       The Treasurer shall have charge of the funds of the Foundation and keep full and

accurate accounts of receipts and disbursements in the books of the Foundation. Except for invested funds and petty cash, the Treasurer shall keep the Foundation’s monies on deposit in the name and to the credit of the Foundation in one or more bank or trust companies, state or national, at least one of which will be located in New York; shall disburse the funds of the Foundation as directed by the FoundationBoard; and shall cause to be kept under his or her supervision an adequate set of records in which, in accordance with generally accepted accounting principles, all the financial transactions of the Foundation shall be promptly recorded. The Treasurer and the Executive Director shall present at the annual meeting of the FoundationBoard a report in accordance with Section 519 of the Not-for-Profit Corporation Law of the State of New York,

as such Section may from time to time be amended. The Treasurer shall also make from

time to time during the year, as requested by the foundation board, interim reports to the FoundationBoard on the financial transactions and condition of the Foundation and shall perform such other duties and the FoundationBoard may prescribe.

 

 

 

 

Page 6 of 11

Bylaws of the Rondout Valley Education Foundation

 

 

5:7       In addition to the duties and responsibilities set forth in these Bylaws, the Officers

shall be responsible for all aspects of the day to day operations of the Foundation, and each officer shall perform such other duties and carry out such responsibilities as pertain to his or her office as he or she may reasonably be requested to perform and exercise by the FoundationBoard.

 

5:8       Any Officer may be removed at any time by the FoundationBoard, with or without         cause. Any Officer may resign at any time, by written notice to the Secretary.

 

5:9       Employees of the Foundation Board, if any, cannot serve the functions of

“Chairperson of the Board”. Employees can be on the Board in another officer position.

 

Article VI:

Checks, Contract, Audits:

6:1       All checks, notes, drafts, acceptances, or contracts of the Foundation shall be signed or     endorsed by the Treasurer andone or more Officers or other agents of the Foundation as    theFoundationBoard may from time to time designate.

 

6:2       The Finance, Investment and Audit Committee of the Board shall audit the Foundation’s

books of account for each fiscal year that the annual gross revenue remains under $250K.

This committee shall be comprised solely of Independent Directors. This committee will

be responsible for retaining an outside auditor to conduct a review report when the annual

gross revenue is between $250K and $500K, and will follow current requirements under

NFPCL when the annual gross revenue exceeds $500K.

 

6:3       All decisions concerning the investment of RVEF assets are governed by the

RVEF Investment Policy, Appendix A of the bylaws.

 

Article VII:

Fiscal Year:

7:1       The fiscal year of the Foundation shall commence on the 1st day of July and end on the     30thday of June each year or such other date as the FoundationBoard and its   accountants directs.

 

Article VIII:

Seal:

8:1       The seal of the Foundation shall, if adopted by the affirmative vote of a majority of the Directors present at a meeting of the FoundationBoard at which a quorum is present at the time of the vote, be circular in form and shall bear the name of the Foundation, the year and state of its incorporation, and such other insignia or matter as may be deemed appropriate by the FoundationBoard and not contrary to law.

 

 

 

 

 

 

 

 

Page 7 of 11

Bylaws of the Rondout Valley Education Foundation

 

 

Article IX:

Amendments:

9:1       These bylaws may be amended by a resolution approved by a majority of all Directors then in office; provided, however, that any amendment of Section 2:5 or 4:3, insofar as such Sections relate to the membership on the FoundationBoard or its Committees of the Superintendent of the Schools or members of the Board of Education of the School District, must, in addition to the foregoing, be approved by all Directors who at the time

            are members of the Board of Education of the School District. A proposed amendment shall be approved so long as the substance thereof is presented to, and approved by, theFoundationBoard.

 

Article X:

Relationship of the Rondout Valley Education Foundation to the Rondout Valley Central School District:

10:1     The purpose of the Foundation is to enhance the educational opportunities for the children of the Rondout Valley Central schools. It is therefore necessary for the Foundation to establish a cooperative relationship with the School District to insure that educational opportunities offered through the district fulfill Foundation purposes and District goals and requirements. However, on occasion, Foundation grants may be awarded independently.

 

10:2     To facilitate the coordination of educational opportunities offered through the School District, the Foundation Board shall require that:

                        On a yearly basis, and within a timeframe separate from the development of the School District Budget, the Foundation Board and the Board of Education of the School District will reach agreement on a list of items that would enhance the educational opportunities for the children of the district: 

  • The Board of Education of the School District will compile a list of possible areas where Foundation grants would enhance District programs or projects.
  • The Foundation Board will suggest items for inclusion on the list.
  • The Foundation Board may consider items for inclusion on the list which are suggested to the Foundation Board by members of the public.

10:3     The items selected from the list will satisfy the criteria established by theFoundationBoard.The order in which items from the list are funded and the methods used to raise funds will be left to the sole discretion of the Foundation Board.

 

10:4     When the Foundation has granted monies to fund an item, whether to the Rondout Valley Central School District or another entity, the Foundation will request that it be provided with a report (or series of reports) confirming that the money has been used in accordance with the purposes of the Foundation.  Said report shall also be available for public inspection.

 

10:5     The Foundation Board will give an annual report, for the monies used in connection with the School District, to the Board of Education of the School District within the first quarter of the school year.

 

 

 

Page 8 of 11

Bylaws of the Rondout Valley Education Foundation

 

Article XI

Indemnification:

11:1     The Foundation shall have the power to 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           (other than an action by or in the right of the Foundation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Foundation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she

            acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Foundation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of     any action, suit or proceeding by judgment, order, settlement or conviction or upon a plea of nolocontendereor its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or      she reasonably believed to be in or not opposed to the best interests of the Foundation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

 

11:2     The Foundation shall have the power to indemnify any person who was or is a      party to any threatened, pending or completed action or suit by or in the right of          the Foundation to procure a judgment in its favor by reason of the fact that he or   she is or was a director, officer, employee or agent of the Foundation, or is or was           serving at the request of the Foundation as a director, officer, employee or agent    of the Foundation, or is or was serving at the request of the Foundation as a             director, officer, employee or agent of another corporation, partnership, joint         venture, trust or other enterprise, against expenses (including attorneys’ fees)           actually and reasonably incurred by him or her in connection with the defense or             settlement of such action or suit if he or she acted in good faith and in a manner      he or she reasonably believed to be in or not opposed to the best interests of the           Foundation.  However, 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 his or her duty to the Foundation, unless and only to the extent that the Court of Chancery or the court in which such           action or suit was brought shall determine upon application that, despite the          adjudication of liability in view of all the circumstances of the case, such person     is fairly and reasonably entitled to indemnity for such expenses which the Court    of Chancery or such other court shall deem proper.

 

11:3     To the extent that a director, officer, employee or agent of the Foundation has        been successful on the merits or otherwise in defense of any action, suit or proceeding referred to herein or in defense of any claim, issue or matter therein,      he or she shall be indemnified against expenses (including attorneys’ fees)           actually and reasonably incurred by him or her in connection therewith.

 

11:4     Any indemnification under this Article (unless ordered by a court) shall be made    by the Foundation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the       circumstances because he or she has met the applicable standard of conduct set           forth in this Article.  Such determination shall be made (1) by the Board by a        

Page 9 of 11

Bylaws of the Rondout Valley Education Foundation

 

 

majority vote of a quorum consisting of directors who were not parties to such      action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal       counsel in a written opinion.

 

11:5     Expenses incurred in defending a civil or criminal action, suit or proceeding may     be paid by the Foundation in advance of the final disposition of such action, suit          or proceeding as authorized by the Board in the specific case upon receipt of an

            undertaking by or on behalf of the director, officer, employee or agent to repay      such amount, unless it shall ultimately be determined that he or she is entitled to          be indemnified by the Foundation as authorized in this Article.

 

11:6     The indemnification provided by this Article shall not be deemed exclusive of any             other rights to which those seeking indemnification may be entitled under any by-                    law, agreement, vote of disinterested directors or otherwise, both as to action in     his or her official capacity and as to action in another capacity while holding such            office, and shall continue as to a person who has ceased to be a director, officer,     employee or agent and shall inure to the benefit of the heirs, executors and        administrators of such a person.

 

11:7     The Foundation shall have power to purchase and maintain insurance on behalf of             any person who is or was a director, officer, employee or agent of the Foundation,         or is or was serving at the request of the Foundation as a director, officer,   employee or agent of another corporation, partnership, joint venture, trust or other        enterprise against any liability asserted against him or her and incurred by him or   her in any such capacity, or arising out of his or her status as such, whether or not          the Foundation would have the power to indemnify him or her against such            liability under the provisions of this Article.

 

11:8     For purposes of this Article, references to “the Foundation” shall include, in          addition to the resulting Foundation, any constituent corporation (including any             constituent of a constituent) absorbed in a consolidation or merger, if its separate   existence had continued, would have had power and authority to indemnify its            directors, officers, and employees or agents, so that any person who is or was a     director, officer, employee or agent of such constituent corporation, or is or was             serving at the request of such constituent corporation as a director, officer,             employee or agent of another corporation, partnership, joint venture, trust or other      enterprise, shall stand in the same position under this Article with respect to the             resulting or surviving corporation if its separate existence had continued.

 

11:9     For purposes of this Article, references to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise taxes    assessed on a person with respect to any employee benefit plan; and references to             “serving at the request of the Foundation” shall include any service as a director,         officer, employee or agent of the Foundation which imposes duties on, or involves            services by, such director, officer, employee, or agent with respect to an employee       benefit plan, its participants or beneficiaries; and a person who acted in good faith             and in a manner he or she reasonably believed to be in the interest of the

Page 10 of 11

Bylaws of the Rondout Valley Education Foundation

 

 

participants and beneficiaries of an employee benefit plan shall be deemed to have             acted in a manner “not opposed to the best interests of the Foundation” as referred    to in this Article.

 

Article XII

Statutory Compliance Article for Bylaw Amendment:

12:1     Definitions: Should any term, phrase or understanding relative to any topic addressed in these Bylaws and/or other policies of the RVEF be specifically defined in a document entitled, “Bylaw & Corporate Policy Definitions”, a copy of which is annexed hereto, and made a part hereof as Appendix B, the stipulated definition of such term in said document shall govern for purposes of interpreting the Bylaws and/or the policies of the RVEF.

 

12:2     Conflicts of Interest Protocols: The RVEF shall adopt, and at all times honor, the terms of a written conflicts of interest policy to assure that its Directors, Officers and Key Employees act in the Corporation’s best interest and comply with applicable legal regulatory and ethical requirements. The conflicts of interest policy of the RVEF shall include, at a minimum, the following provisions:

2:1       Procedures: Procedures for disclosing, addressing, and documenting Conflicts of Interest and Related Party Transactions to the Board of Directors, or authorized committee, as appropriate.

2:2       Restrictions: Stipulations that when the Board of Directors, or authorized committee, as appropriate, is considering a real potential conflict of interest, the interested party shall not;

  1. be present at, or participate in, any deliberations
  2. attempt to influence deliberations, and/or
  • cast a vote on the matter

2:3       Definitions: Definitions of circumstances that could constitute a conflict of            interest.

2:4       Documentation: Requirements that the existence and resolution of the conflict be documented in the records of the RVEF, including in the minutes of any meeting at which the conflict was discussed or voted upon.

2:5       Audit-Related Disclosure: Protocols to assure for the disclosures of all real or potential conflicts of interest are properly forwarded to the Audit Committee or Conflicts of Interest Committee, as appropriate, or if there is no such Audit or Conflicts Committee, to the Board of Directors, or another committee or the Board, as appropriate.

 

12:3     Conflicts of Interest Policy: The Conflicts of Interest Policy of the RVEF required in order to comply with the mandates of Section 2 of this Article is annexed hereto, and made a part hereof as Appendix C.

 

12:4     Potential Conflicts Disclosure Statement: The Potential Conflicts Disclosure Statement of the RVEF required in order to comply with the mandates in Section 2 of this Article is annexed hereto, and made a part hereof as Appendix D.

 

 

 

 

Page 11 of 11

Bylaws of the Rondout Valley Education Foundation

 

 

12:5     Audit Oversight Policy: If required by statute, regulation or contract, if deemed necessary and practicable by the Board of Directors, or if mandated by any empowered governmental agency, the accounts of the RVEF shall be subject to an annual audit report or audit review report prepared by an independent Certified Public Accountant to be overseen by the Board of Directors, or a designated Audit and Finance, or other Committee of the Board of Directors, comprised solely of Independent Directors, pursuant to the terms of the Audit Oversight Policy of the RVEF, a copy of which is annexed hereto, and made a part hereof as Appendix E.

 

 

 

 

 

 

 

 

 

Amended: February 5, 2015

Amended: October 6, 2011

Amended: October 4, 2007

Amended: June 7, 2007

Amended: September 28, 2006

Adopted: March 29, 2006