ACI Foundation
Contents:
I. Purpose
Article I — Purpose 
Section 1.
The name of this Corporation is ACI Foundation. It is hereinafter referred to as the “Corporation.”
Section 2.
The purpose of the ACI Foundation is exclusively to receive, administer, and expend funds for educational, research, scientific and charitable purposes 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:
- Identify, support, and encourage basic and applied research on materials, design, construction, and applications.
- Report and disseminate research results
- Support programs that facilitate the interaction between practitioners, educators, researchers, decision makers, and the public.
- Establish fellowships and scholarships for graduate/undergraduate students with interest in any concrete-related field.
- Support other special projects of 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 II – Member
The sole member of the Corporation shall be ACI.
Article III – Board of Trustees
Section 1.
The affairs of the Corporation shall be managed by a Board of Trustees of no fewer than four nor more than twelve members. The number of Trustees which shall comprise the whole Board shall be initially determined, and may, from time to time, be increased and 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. The President and immediate Past President of ACI would be ex-officio members of the Board, with votes, and the Executive Vice President of ACI would be an ex-officio member, without vote. The remaining members of the Board of Trustees shall be appointed by ACI, as member.
Section 2.
Except for ex-officio members, Trustees will be appointed for three-year staggered terms. At the Corporation’s inception Trustees may be appointed for one, two, or three-year terms. No Trustee shall be permitted to serve more than two consecutive three-year terms.
Section 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 4.
Trustees shall not receive any compensation whatsoever for their services as Trustees.
Section 5.
ACI may, at any time, remove one or more Trustees with or without cause.
Article IV – Officers
Section 1.
The officers shall be a Chairman, a Vice Chairman, a Treasurer, and a President. With the exception of the President, these officers shall be chosen by the Corporation’s Board of Trustees annually form its membership and shall serve one-year terms. The Chairman and Vice Chairman shall not serve more than two consecutive one-year terms. The President of the Corporation shall also act as Secretary and shall be appointed by ACI, as member. It is anticipated that, initially, the President of the Corporation would be the Executive Vice President of ACI.
Section 2.
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 3.
The Chairman of the Board shall preside at meetings of the Board. The Chairman 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.
The Vice Chairman shall in the absence or disability of the Chairman perform the duties of the Chairman. He/she shall have such powers and perform such other duties as the Board of Trustees may from time to time determine.
Section 5.
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 6.
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 7.
Vacancies in the office of chairman, Vice Chairman, and Treasurer may be filled for the unexpired portion of the term by vote of the Board of Trustees. A vacancy in the office of President shall be filled by ACI as member.
Article V – Standing Committees and Councils
Section 1.
A nominating Committee shall be formed annually for the purpose of developing a slate of Board of Trustee candidates for consideration of ACI. The Committee shall consist of the immediate Past Chairman of the Corporation who would serve as Chairman, the immediate Past President of ACI, and two others appointed by ACI as member.
For the initial Nominating Committee, ACI’s President shall serve as Nominating Committee Chairman, substituting for the immediate Past Chairman of the Corporation.
Section 2.
The Board of Trustees shall establish a Finance and Investment Committee, research councils, education councils, and such other committees as the Board of Trustees may feel are needed.
The Finance and Investment Committee shall have general supervision and involvement in the management of all funds and securities of the Corporation and shall maintain a continuous review of the Corporation fiscal operations including its budget, liaison with auditors, investments, cost control procedures, and treatment of securities received through gift or legacy.
Section 3.
An Executive Committee shall be formed, consisting of the officers of the Corporation. It shall have the powers described above in Article IV, Section 2.
Section 4.
The councils and committees 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 and committees shall be approved by the Board of Trustees and the chairman and secretary-treasurer of each council or committee shall be appointed by the Board of Trustees.
Section 5.
The President of the Corporation or his/her designee will be an ex-officio member of each council or committee except the Nominating Committee.
Article VI – Meetings
Section 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 electing officers and for the transaction of such other business as may properly come before the meeting.
Section 2.
Special meetings of the Board of Trustees may be called at any time by the Board of Trustees and by the Chairman. It must be called by the Secretary upon receipt of a request signed by at least one-half of the Board of the Corporation.
Section 3.
Notice of each annual or special meeting stating the time, place, and purpose or purposes therof shall be given personally or by mailing the same by first class mail, or by publication in ACI’s Concrete International, 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 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.
Section 5.
At every meeting of the Board each member of the Board shall be entitled to one vote, except as otherwise outlined in these Bylaws. All elections shall be had and all questions decided by the majority of the Board present, except as may be specifically provided by these Bylaws or statute.
Section 6.
Any action required or permitted at any meeting of the Board of Trustees or of any committee or council thereof may be taken without a meeting if at least two-thirds of the members of the Boars, a committee or council consent in writing to the adoption of a resolution authorizing the action.
Section 7.
The meetings of committees and councils of the Corporation other than the Finance and Investment Committee and the Nominating Committee shall be held and conducted in accordance with the operating rules and procedures of the committee or council as approved by the Corporation’s Board of Trustees.
Section 8.
Meetings of the Finance and Investment Committee and the Nominating Committee shall be held and conducted in accordance with the Bylaw requirements prescribed for meetings of the Board of Trustees of section 5 of this Article VI.
Article VII – Offices, Books, and Records
Section 1.
The principal offices of the Corporation shall be at ACI Headquarters 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 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.
The financial records of the Corporation shall be audited on a yearly basis in a manner consistent with accounting practices of ACI.
Article VIII – Agents/Employees Representatives
Section 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 see fit.
Article IX – Indemnification
Section 1.
The Corporation shall indemnify any present or former Trustee, officer, employee, agent, or heirs and estates who was or is a party to any threatened, pending or completed action, suit, proceeding against any expenses (including attorney’s fees) judgements, fines, and amounts reasonably incurred in good faith by such person in connection with such action, suit or proceeding to the full extent permitted by Act. Further, the Corporation may indemnify any person in the manner and to the full extent, and shall have other such rights and powers in connection therewith, as may be permitted to the Corporation under the law, including without limitation, the Act.
Article X – Amendments
Section 1.
These Bylaws may be altered, amended, or repealed only by ACI, as member.
Article XI – Dissolution
Section 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 Wayne to such organization or organizations, as said Court shall determine which are organized and operated exclusively for charitable purposes.