ACI Foundation
Contents:
1. Purpose
Article 1 — Purpose 
Section 1.1
The name of this Corporation is ACI Foundation. It is hereinafter referred to as the “Corporation.”
Section 1.2
The purpose of the Corporation is to exclusively, directly or through the Corporation’s Councils (as may be established pursuant to Article 5 of these Bylaws), receive, administer and expend funds for educational, research, and scientific purposes related to concrete as contemplated by Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, or corresponding subsequent law (the “Code”), in order to increase knowledge and understanding of concrete materials and to support programs that improve concrete design and construction. Further, the Corporation may support programs that have applicability to other materials and their design and construction as long as a substantial part of the program relates to concrete. In carrying out this purpose, the Corporation will:
Section 1.2.1 Identify, support, and encourage basic and applied research on materials, design, construction, and applications.
Section 1.2.2 Report and disseminate research results.
Section 1.2.3 Support programs that facilitate the interaction between practitioners, educators, researchers, decision makers, and the public.
Section 1.2.4 Establish fellowships and scholarships for graduate/undergraduate students with interest in any concrete-related field.
Section 1.2.5 Support other special projects of the Corporation’s sole member, the American Concrete Institute, a Michigan nonprofit corporation (herein referred to as “ACI”) which cannot be undertaken by ACI utilizing its regular budgeted financial resources.
Article 2 – Member
Section 2.1
The sole member of the Corporation shall be ACI.
Article 3 – Board of Trustees
Section 3.1
The affairs of the Corporation shall be managed by a Board of Trustees. The number of Trustees which shall comprise the whole Board shall be initially determined, and may, from time to time, be increased or decreased by ACI. The Trustees shall possess and exercise all corporate powers in the management and control of the affairs of the Corporation, except as otherwise specifically provided in these Bylaws.
Section 3.2
Subject to modifications adopted by ACI pursuant to and consistent with Section 3.1, the Board of Trustees of the Corporation shall be comprised of seven (7) members who shall be:
Section 3.2.1 The First and Second Vice Presidents of ACI shall serve as members of the Board, with vote;
Section 3.2.2 The Chairs of each of the Corporation’s Scholarship Council, Concrete Research Council and the Strategic Development Council will serve as members of the Board, with vote.
Section 3.2.3 The ACI Executive Vice President will serve as President of the Corporation, with vote, and the ACI Staff Liaison to the ACI Financial Advisory Committee will serve as Treasurer, with vote.
Section 3.3
Any vacancy in the Board of Trustees occurring during the year, whatever the cause may be filled for the unexpired portion of the term by action of ACI.
Section 3.4
Trustees shall not receive any compensation whatsoever for their services as Trustees.
Section 3.5
ACI may, at any time, remove one or more Trustees with or without cause.
Section 3.6
A Trustee may resign by giving written notice to the President of the Corporation which notice shall be immediately forwarded to the Board of Trustees. Unless otherwise specified in the resignation, the resignation shall take effect upon receipt by the President, and the acceptance of the resignation shall not be necessary to make it effective.
Section 3.7
A Trustee shall discharge the duties of that position in good faith and with that degree of diligence, care and skill which an ordinarily prudent person would exercise under similar circumstances in a like position. In discharging the duties, a Trustee, when acting in good faith, may rely upon the opinion of counsel for the Corporation, upon the report of an independent appraiser selected with reasonable care by the Board, or upon financial statements of the Corporation represented to the Trustee as corrected by the President or the officer of the Corporation having charge of its books or account, or as stated in a written report by an independent public or certified public accountant or firm of accountants fairly to reflect the financial condition of the Corporation.
Section 3.8
A contract or other transaction between the Corporation and one or more of its Trustees, or between the Corporation and a domestic or foreign corporation, domestic or foreign business corporation, firm or association of any type or kind, in which one or more of its Trustees are Trustees, or are otherwise interested, is not void or voidable solely because of such common Trusteeship or interest, or solely because such Trustees are present at the meeting of the Board or committee thereof which authorizes or approves the contract or transaction, or solely because their votes are counted for such purpose if any of the following conditions is satisfied:
Section 3.8.1 The contract or other transaction is fair and reasonable to the Corporation when it is authorized, approved or ratified.
Section 3.8.2 The material facts as to the Trustee’s relationship or interest and as to the contract or transaction are disclosed or known to the Board or committee, and the Board or committee authorizes, approves, or ratifies the contract or transaction by a vote sufficient for the purpose without counting the vote of any common or interested Trustee.
Article 4 – Board Officers
Section 4.1
The officers shall be a Chair, a Vice Chair, a Treasurer and a President. With the exception of the President and Treasurer, these officers shall be chosen by ACI and shall serve one-year terms. The Chair and Vice Chair shall not serve more than two consecutive one-year terms.
Section 4.2
The Chair and Vice Chair will be selected by ACI from among the Chairs of the Councils, and these positions will rotate among the Council Chairs. The President of the Corporation shall appoint a Secretary, without vote.
Section 4.3
The officers of the Corporation shall serve as its Executive Committee. The Executive Committee may act for the Board of Trustees between Board meetings, to the extent allowed under the Michigan Nonprofit Corporation Act, as amended (the “Act”). It shall report such actions to the Board and it shall recommend to the Board action on such matters as it may choose.
Section 4.4
The Chair of the Board shall preside at meetings of the Board. The Chair shall also perform such other duties as may be specified by the Board from time to time as do not conflict with the duties of the President.
Section 4.5
The Vice Chair shall, in the absence or disability of the Chair, perform the duties of the Chair. He/she shall have such powers and perform such other duties as the Board of Trustees may from time to time determine.
Section 4.6
The Treasurer shall have charge of all receipts and disbursements of the Corporation and shall have or provide for the custody of its funds and securities. The Treasurer shall have all the powers customarily invested in a financial officer and shall have such other powers and perform such other duties as may be assigned from time to time by the Board of Trustees.
Section 4.7
The President shall have general supervision over the business and operations of the Corporation, subject, however, to the control of the Board of Trustees. He/she shall sign, execute and acknowledge in the name of the Corporation, deeds, mortgages, bonds, contracts, and other instruments authorized by the Board and in general perform all duties incident to the office of President and such duties as from time to time may be assigned to him/her by the Board. The President shall attend and keep minutes of all meetings of the Board of Trustees.
Section 4.8
Vacancies in the office of Chair, Vice Chair, President and Treasurer may be filled for the unexpired portion of the term by ACI.
Article 5 – Standing Committees and Councils
Section 5.1
The Board of Trustees shall establish or dissolve such councils (“Councils”) as the Board of Trustees may feel are needed. The Board may also appoint committees and task groups to accomplish the work of the Corporation.
Section 5.2
An Executive Committee shall be formed, consisting of the officers of the Corporation. It shall have the powers described above in Section 4.3.
Section 5.3
Unless otherwise determined by the Board of Trustees of the Corporation pursuant to Section 5.1, the following Councils shall be formed:
Section 5.3.1 The Scholarship Council
Section 5.3.2 The Concrete Research Council; and
Section 5.3.3 The Strategic Development Council
Section 5.4
The initial composition of the Councils referenced in Section 5.3 (and the initial Chairs thereof) shall be determined by ACI and thereafter shall be determined by the Board of Trustees. Council Chairs shall be appointed by the Board of Trustees on recommendation of the respective Councils.
Section 5.5
The Councils, committees and task groups shall have such powers and duties as the Board of Trustees shall, from time to time, deem necessary and advisable. Rules and procedures governing the operation of Councils shall be developed by the Councils and approved by the Board of Trustees.
Section 5.6
The President of the Corporation or his/her designee will be an ex-officio member of each council or committee.
Section 5.7
Any Council, committee or task group shall exercise such powers and perform such duties as are stated in these Bylaws or as the Board of Trustees may, from time to time authorize, including any or all powers and authority of the Board in the management and affairs of the Corporation; however, no Council or committee shall have power or authority to:
Section 5.7.1 Amend the Articles of Incorporation of the Corporation.
Section 5.7.2 Adopt an agreement of merger or consolidation.
Section 5.7.3 Amend the Bylaws of the Corporation.
Section 5.7.4 Fill vacancies in the Board.
Section 5.7.5 Take any other action prohibited by law, the Articles of Incorporation or these Bylaws.
Article 6 – Meetings
Section 6.1
The annual meeting of the Board of Trustees of the Corporation shall be held on such date, time and place each year as the Board of Trustees shall determine for the purpose of installing officers and for the transaction of such other business as may properly come before the meeting.
Section 6.2
Special meetings of the Board of Trustees may be called at any time by the Board of Trustees, the Chair, or by the Secretary upon receipt of a request signed by at least one-half of the Board of the Corporation.
Section 6.3
Notice of each annual or special meeting stating the time, place, and purpose or purposes thereof shall be given personally, by e-mail, posting to the Corporation web pages, by mailing the same by first class mail, or by publication in ACI’s Concrete International magazine not less than 30 days prior to the date of the meeting. If mailed, such notice shall be directed to each Board member at his/her address as it appears on the books and records of the Corporation unless he/she has filed with the Secretary of the Corporation a written request that notices shall be mailed to some other address, in which case, it shall be mailed to the address designated in such request.
Section 6.4
At any meeting of the Board of Trustees or of the Executive Committee a majority of the members shall constitute a quorum for all purposes. In the absence of a quorum, a majority of the Trustees present may reschedule the meeting for a certain date. Notice of the rescheduled meeting shall be given pursuant to the terms of these Bylaws.
Section 6.5
At every meeting of the Board, each member of the Board shall be entitled to one vote. All questions shall be decided by the majority of the Board present, except as may be specifically provided by these Bylaws or statute.
Section 6.6
Any action required or permitted at any meeting of the Board of Trustees may be taken without a meeting if at least two-thirds of the members of the Board consent in writing to the adoption of a resolution authorizing the action.
Section 6.7
The meetings of Councils of the Corporation shall be held and conducted in accordance with the operating rules and procedures of the respective Council as approved by the Corporation’s Board of Trustees.
Article 7 – Offices, Books, and Records
Section 7.1
The principal offices of the Corporation shall be at 38800 Country Club Drive, Farmington Hills in the State of Michigan. The Corporation may have other offices at such other places as the Board of Trustees may, from time to time appoint or the purposes of the Corporation may require.
Section 7.2
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Trustees and shall keep at the registered or principal office a record giving the names and addresses of the Trustees.
Section 7.3
The financial records of the Corporation shall be audited on a yearly basis in a manner consistent with acceptable accounting practices of ACI.
Article 8 – Agents/Employees Representatives
Section 8.1
The Board of Trustees may appoint or hire (and may authorize officers on behalf of the Corporation to appoint or hire) such agents/employees and representatives of the Corporation with such powers and to perform such acts or duties for and on behalf of the Corporation as the Board of Trustees (or such authorized officers) may deem appropriate.
Article 9 – Indemnification
Section 9.1
Subject to Section 9.3, the ACI Foundation shall indemnify any present or former director, officer, employee, member of a corporation council, agent, or any such person’s heirs and estate against expenses as defined in Section 9.4 incurred in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than one brought by or in the right of the Corporation, or one in which any such person was, or is, involved by reason other than having undertaken acts at the direction or request of the Corporation or having the status of a director, officer, employee or agent of the corporation.
Section 9.2
Subject to Section 9.3, the Corporation shall indemnify any person or entity included in Section 9.1 as eligible for indemnification against expenses as defined in Section 9.4 incurred in connection with any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation except that no indemnification shall be provided in respect to any acts or matters for which any person otherwise entitled to indemnification shall have been adjudged liable for negligence or misconduct in the performance of a duty to the Corporation unless and only to the extent that the court in which such adjudication was rendered determines upon application that despite the adjudged liability, given the circumstances of the action, suit, or proceeding, such person is fairly and reasonably entitled to such expenses as the court deems proper.
Section 9.3
Indemnification shall be provided under this Article only for acts or matters undertaken in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation.
Section 9.4
“Expenses” as used in this Article mean attorney fees actually and reasonably incurred, judgments, settlements, fines and other amounts actually and reasonably incurred in good faith in connection with any such action, suit, or proceeding.
Section 9.5
Whether any present or former director, officer, employee, agent or any such person’s heirs and estate meet the standards for indemnification set forth in this Article (except as otherwise ordered by a court under Section 2) shall be conclusively determined by (a) the Corporation’s Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding or (b) by independent legal counsel in a written opinion if a quorum of disinterested directors so elects or if a quorum of disinterested directors is not obtainable.
Section 9.6
The Corporation may advance expenses as defined in Section 4, and indemnify any other person or entity in the manner and to the full extent, and shall have such other rights and powers in connection therewith, as may be permitted to the Corporation under law. Indemnification may be obtained under this Section upon a majority vote of a quorum of disinterested directors of the Board of Directors.
Article 10 – Fiscal Year
Section 10.1
The fiscal year of the Corporation shall end on December 31.
Article 11 – Miscellaneous Provisions
Section 11.1
Unless otherwise directed by the Board of Trustees, all conveyances, contracts and instruments of transfer and assignment shall be specifically approved by the Board of Trustees and shall be executed on behalf of the Corporation by such Officers or agents as may be specifically authorized by the Board of Trustees.
Section 11.2
Unless otherwise designated by the Board of Trustees, all Corporation instruments and documents including, but not limited to, checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed by such Officers of the Corporation as from time to time are designated by resolution of the Board of Trustees. The Board of Trustees may also require that checks or drafts be signed by two (2) or more persons.
Section 11.3
No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Trustees of the Corporation. When authorized to do so, any Officer or agent of the Corporation may affect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, Corporation or individual, and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness and liabilities of the Corporation. When authorized to do so, any Officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation any and all stocks, securities and other personal property at any time held by the Corporation and to that end may endorse, assign and deliver the same. The authority contained in this Section 11.3 shall be express and confined to specific instances.
Section 11.4
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Trustees may select. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for the payment of money which are payable to the order of the Corporation shall be endorsed, assigned and delivered by such person or persons and in such manner as may from time to time be designated by the Board of Trustees.
Section 11.5
Any notice required by statute or by these Bylaws to be given to the Trustees, or to any Officers of the Corporation unless otherwise provided herein or in any statute, shall be given by mailing to such Trustee or Officer at his or her last address as the same appears on the records of the Corporation, and such notice shall be deemed to have been given at the time of such mailing.
Section 11.6
The Corporation shall have the right to adopt a corporate seal.
Section 11.7
The article and paragraph headings included in these Bylaws have been used solely for convenience and shall in no event act as or be used in conjunction with the interpretation of these Bylaws.
Section 11.8
In the event any article or section of these Bylaws shall conflict with the Michigan Non-Profit Corporation Act, the Act shall rule.
Article 12 – Amendments
Section 12.1
These Bylaws may be altered, amended or repealed only by ACI, as member.
Article 13 – Dissolution
Section 13.1
In case of dissolution of this Corporation the Board of Trustees shall authorize the payment of all debts of the Corporation, including accruals, authorize the payment of reasonable separation pay to the Corporation’s employees if any; and pay all of its net assets if any to ACI if it is then an organization that qualifies as an exempt organization under Section 501 (c) (3) of the Code, and is described in Section 170 (c) (2) of the Code. If ACI is not such an organization, then the Corporation shall distribute all of its assets to such organization or organizations as do qualify in such manner as the Board of Trustees of the Corporation shall determine. Any assets which remain undistributed for any reason shall be disposed of by order of the Circuit Court for the County of Oakland to such organization or organizations, as said Court shall determine which are organized and operated exclusively for charitable purposes.