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BY-LAWS
OF
VIRGINIA CONIMONWEALTH UNIVERSITY
SCHOOL OF ENGINEERING FOUNDATION

ARTICLE I. OFFICES

Section 1.1 Registered Office. The registered office of the Foundation shall be Riverfront Plaza at 951 East Byrd Street, Richmond, Virginia 23219-4074, or at such other address in Virginia as the Board of Trustees may determine from time to time.

ARTICLE II. TRUSTEES

Section 2.1 General Powers. All corporate powers shall be exercised by or under the authority of the Board of Trustees (herein sometimes called the "Board"), and the business and affairs of the Foundation shall be managed under the direction of the Board of Trustees, subject to any limitation set forth in the Articles of Incorporation. The Foundation shall have no members.

Section 2.2 Number, Classes, Term of Office and Voting.

(a) Number and Classes. The number of Trustees constituting the Board of Trustees shall be not less than fifteen (15) and not more than forty (40). The Board of Trustees shall be composed of the following classes of Trustees: (i) Elected Trustees, (ii) Ex-officio Trustees, and (iii) Emeritus Trustees. All Elected and Ex-officio Trustees shall be included in the number of Trustees set forth above; Emeritus Trustees, who occupy an honorary position, shall not be included in that number. The Board of Trustees, within the foregoing limitations, shall have the power to fix its own number. The classes of Trustees shall be as follows:

(i) Elected Trustees. Elected Trustees shall be elected by the Board of Trustees. The Elected Trustees designated in subparagraph 5(c) of the Articles of Incorporation shall also be known as Founding Trustees.

(ii) Ex-officio Trustees. Ex-officio Trustees shall be the President of Virginia Commonwealth University and the Dean of the Virginia Commonwealth University School of Engineering (the "Engineering School"). The Secretary and Treasurer of the Foundation shall also be ex-officio Trustees, but without the right to vote.

(iii) Emeritus Trustees. Emeritus Trustees shall be those Elected Trustees who have served three (3) consecutive three-year terms. Founding Trustees who have served three (3) consecutive terms shall be known as Founding Emeritus Trustees.

(b) Term of Office: Each Elected Trustee shall hold office for a term of three (3) years, which shall expire on the earlier of (i) the election of such Trustee's successor, or (ii) such Trustee's death, resignation or removal. Each Elected Trustee may be re-elected for two (2) additional terms of three (3) years each, except that any person chosen to be President shall continue to be a Trustee so long as that Trustee holds the office of President, even though the length of that Trustee's service as Trustee does not otherwise conform to this section. Election to fill an unexpired term shall not be included in determining the maximum number of terms, as set forth herein, that an Elected Trustee may serve. An Emeritus Trustee shall be eligible to serve as an Elected Trustee after he or she has been out of the office of Elected Trustee for a minimum of one year.

(c) Voting. All Elected and Ex-officio Trustees, except the Secretary and the Treasurer, shall have full voting rights. Emeritus Trustees shall have the privileges of a Trustee except the right to vote.

(d) Attendance. Elected Trustees who do not attend at least one meeting a year during their terms will not be eligible for re-election unless there are extenuating circumstances that explain the absences.

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Section 2.3. Election of Trustees. Elected Trustees (one of whom must be nominated by the Board of Visitors of Virginia Commonwealth University) shall be elected at each annual meeting of the Trustees, Of, if the election of Trustees shall not be held on the day designated for any annual meeting or any adjournment of such meeting, the election shall be held at a special meeting of the Trustees as soon thereafter as may be practicable. In any election of Trustees, a quorum being present, the persons receiving the greatest number of votes shall be the Trustees. No individual shall be elected as a Trustee without his or her prior consent.

Section 2.4 Removal. Any Trustee may be removed at any time either with or without cause, by such vote as would suffice for that Trustee's election, given in person or by proxy at a special meeting of the Trustees called expressly for that purpose, at which a quorum shall be present.

Section 2.5 Organization. At each meeting of the Board of Trustees, the President, or if the President is absent, the Vice President or a Trustee chosen by the majority of the Trustees present, shall act as chairman of the meeting. The Secretary or the Treasurer, or, in the discretion of the chairman of the meeting, any person appointed by the chairman of the meeting, shall act as secretary of the meeting.

Section 2.6. Place of Meeting. Etc. The Board of Trustees may hold its meetings at such place or places within or without the Commonwealth of Virginia as the Board of Trustees may from time to time determine by resolution, or (unless contrary to the resolution of the Board of Trustees) at such place as shall be specified in the respective notices or waivers of notice thereof

Section 2.7. Annual Meeting. The annual meeting of the Board of Trustees for the purpose of electing Trustees and officers and transacting such business as may properly come before it, shall be held in each year at such time and place as may be fixed from time to time by action of the Board of Trustees. Unless required by resolution of the Board of Trustees, notice of the annual meeting need not be given.

Section 2.8. Regular Meetings. Regular meetings of the Board of Trustees may be held at such times and places as may be fixed from time to time by action of the Board of Trustees. Unless required by resolution of the Board of Trustees, notice of any such meeting need not be given. If no place is designated in the notice of a meeting, it shall be held at the principal office of the Foundation.

Section 2.9. Special Meetings. Special meetings of the Board of Trustees shall be held whenever called by the President, the Vice President, or by a majority of the Board of Trustees. Notice of each such meeting shall be mailed to each Trustee addressed to the Trustee at the Trustee's residence or usual place of business (or such other place as the Trustee may have directed in writing), at least five (5) days before the date on which the meeting is to be held; or such notice shall be sent to each Trustee at such place by facsimile, telegraph, cable or be delivered to the Trustee personally or orally by telephone not later than twenty-four (24) hours before the time at which the meeting is to be held. Every such notice shall state the date, time and place of the meeting. Notice of any adjourned or recessed meeting of the Trustees need not be given.

Section 2.10. Waivers of Notice of Meetings. Anything in these By-Laws or in any resolutions adopted by the Board of Trustees to the contrary notwithstanding, proper notice of any meeting of the Board of Trustees shall be deemed to have been given to any Trustee if the Trustee shall waive the notice before or after the meeting. The waiver of notice must be in writing signed by the Trustee entitled to the notice, and delivered to the Secretary of the Foundation and included in the minutes or filed with the corporate records. A Trustee's attendance at or participation in a meeting waives any required notice of the meeting to that Trustee unless the Trustee at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 2.11. Quorum and Manner of Acting. One-third of the number of voting Trustees in office immediately before the meeting begins shall constitute a quorum for the transaction of business at a meeting. The act of a majority of the Trustees present at any meeting at which a quorum is present shall be the act of the Board of Trustees, unless otherwise specifically set forth in these By-Laws. A Trustee who is present at a meeting of the Board of Trustees or a committee of the Board of Trustees when corporate action is taken is deemed to have assented to the action unless (i) the Trustee objects at the beginning of the meeting, or promptly upon arrival, to holding it or transacting specified business at the meeting; or (ii) the Trustee votes against, or abstains from, the action taken. In the absence of a quorum, a majority of the Trustees present may adjourn the meeting from time to time until a quorum be had. The Trustees shall act only as a Board and the individual Trustees shall have no power as such.

Section 2.12. Telephonic Meetings. The Board of Trustees may permit any or all Trustees to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Trustees participating may simultaneously hear each other during the meeting. A Trustee participating in a meeting by this means is deemed to be present in person at the meeting.

Section 2.13. Action Without Meeting. Action required or permitted to be taken at a Board of Trustees' meeting may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents stating the action taken, signed by each Trustee either before or after the action is taken, and included in the minutes or filed with the corporate records reflecting the action taken. Action under this section shall be effective when the last Trustee signs the consent unless the consent specifies a different effective date and states the date of execution by each Trustee, in which event it shall be effective according to the terms of the consent.

Section 2.14. Resignations. Any Trustee may resign at any time by giving oral or written notice to the Board of Trustees or the President, Vice President or the Secretary of the Foundation. Such resignations shall take effect at the time therein specified; and, unless otherwise specified, the acceptance of a resignation shall not be necessary to make it effective.

Section 2.15. Vacancies. Any vacancy in the Board of Trustees, caused by an Elected Trustee's death, resignation, removal, disqualification, or any other cause, may be filled for the unexpired term by the majority vote of the remaining Trustees then in office, though less than a quorum, at any regular or special meeting of the Board of Trustees. A vacancy by reason of a resignation that will occur at a specific later date may be filled before the vacancy occurs, but the new Trustee may not take office until the vacancy occurs.

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ARTICLE III. OFFICERS

Section 3.1. Officers. The officers of the Foundation shall be a Chairman, Vice-Chairman, President, a Vice President, a Treasurer, a Secretary, and where elected, one or more additional Vice Presidents and other assistant officers, and the holders of such other offices as may be established in accordance with the provisions of Section 3.3 of this Article. Any two or more offices may be held by the same person. The officers shall manage the affairs of the Foundation under the direction and authority granted by the Board of Trustees.

Section 3.2. Election, Term of Office, and Qualifications. The Chairman, Vice Chairman, President and Vice President shall be chosen from among the elected trustees. The President and Vice President shall be chosen from among the elected trustees. The President and Vice President shall serve two-year terms.

Section 3.3. Subordinate Officers. The Board of Trustees may from time to time establish officers in addition to those designated in Section 3. 1 of this Article with such duties as are provided in the By-Laws, or as they may from time to time determine.

Section 3.4. Removal. Any officer may be removed, either with or without cause, by resolution declaring the removal to be in the best interests of the Foundation and adopted at any regular or special meeting of the Board of Trustees by a majority of the Trustees then in office.

Section 3.5. Resignations. Any officer may resign at any time by giving oral or written notice to the Board of Trustees or the President or the Secretary of the Foundation. Any such resignation shall take effect at the date of receipt of the notice or at any later time therein specified; and, unless otherwise specified, the acceptance of a resignation shall not be necessary to make it effective.

Section 3.6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Trustees.

Section 3.7. Chairman and Vice Chairman. The Chairman and Vice Chairman shall be the principal officers of the Foundation and shall delegate responsibilities to the President and the Vice President for the day to day oversight and operation of the Foundation as deemed necessary.

Section 3.8. President. The President shall have general supervisory powers over the affairs of the Foundation, subject to the authority of the Board of Trustees, and of any duly authorized committee of Trustees. The President shall preside at all meetings of the Board of Trustees.

Section 3.9. Vice President. The Vice President shall perform such duties as from time to time may be assigned by the Board of Trustees or any duly authorized committee of Trustees or the President. The Vice President shall, during the President's absence or inability to act, exercise all the functions and perform all the duties of the President.

Section 3.10. Treasurer. Except as may otherwise be specifically provided by the Board of Trustees or any duly authorized committee thereof, the Treasurer shall have the custody of, and be responsible for, all funds and securities; receive and receipt for money paid to the Foundation from any source whatsoever; deposit all such monies in the name of the Foundation in such bank, trust companies, or other depositories as shall be selected in accordance with the provisions of these By-Laws; against proper vouchers, cause such funds to be disbursed on the authorized depositories of the Foundation; regularly enter or cause to be entered in books to be kept by the Treasurer or under the Treasurer's direction, full and adequate accounts of all money received and paid by the Treasurer for account of the Foundation; and, in general, perform all the duties incident to the office of Treasurer, including preparation of regular financial reports and annual budgets and maintenance of fiscal control.

Section 3. 11. Secretary. The Secretary shall act as secretary for all meetings of the members of the Board of Trustees of the Foundation; shall keep the minutes thereof in the proper book or books to be provided for that purpose; shall see that all notices required to be given by the Foundation are duly given and served; shall be the custodian of the seal of the Foundation and shall affix the seal or cause it to be affixed to all documents the executive of which on behalf of the Foundation under its corporate seal is duly authorized in accordance with the provisions of these By-Laws; shall have charge of the books, records, and papers of the Foundation relating to its organization and management as a Foundation; and shall, in general, perform all duties incident to the office of Secretary.

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ARTICLE IV. COMMITTEES OF THE BOARD

Section 4.1. Executive Committee. The Board of Trustees shall at each annual meeting designate at least seven Trustees, including the President, Vice President, the President of the University, Dean of the School and the Chairpersons of the standing committees as an Executive Committee. The Executive Committee shall have and exercise the authority of the Board of Trustees in directing the management of the business and affairs of the Foundation, subject to the restrictions set forth in paragraph (f) of Section 4.6 and in Article VIII and further subject to such limitations upon its authority as the Board, from time to time, may impose. The Executive Committee shall provide a full report of its actions at the regular meetings of the Board.

Section 4.2. Finance and Audit Committee. The Investment Committee shall supervise the Foundation's investment portfolio, subject to the overall supervision of the Board of Trustees, and shall recommend to the Board independent investment advisors, investment counselor managers, banks or trust companies (herein "Managers”) to act with the Investment Committee and under its direction in the investment and reinvestment of the Foundation's funds, and shall recommend to the Board the amount or rate of compensation which should be paid to the Managers. The Audit Committee shall ensure that there is an accounting system in place to assure that financial activities are carried out and reported in accordance with generally accepted business and accounting practices; that the Foundation is in compliance with all Foundation fiscal and personnel policies, other laws, and regulations that the Committee deems applicable; that effective internal controls are in place to protect Foundation assets; and that the Board shall receive at least once a year a financial report signed by an independent certified public accountant setting forth the assets held by the Foundation, the use made of such assets and the income there from. The annual audit should be presented to the Board as early as practicable in the new fiscal year.

Section 4.3. Nominations Committee. The Chairman of the Nominations Committee will solicit all trustees for suggestions for new trustees. The Nominations Committee will recommend new trustees to be confirmed at the spring meeting of the trustees and will recommend officers as the current term cycle ends.
Section 4.4. Advancement Committee. The Advancement Committee shall be responsible for supervising the Foundation's development efforts, including prospect cultivation and solicitation, and external communications. It shall be responsible for reviewing all gifts and ensuring compliance with all applicable Foundation gift acceptance and solicitation policies and shall maintain appropriate records and report regularly to the Board.

Section 4.5. Additional Committees. The Board may, from time to time by resolution, establish such other committees as it deems appropriate and appoint members of the Board to serve on those committees. The Board shall prescribe the authority of any such committee and the period of its existence subject to the restrictions set forth in paragraph (f) of Section 4.6.

Section 4.6. General Provisions.

(a) Composition. Each committee of the Board shall be composed of two or more Trustees.

(b) Minutes. Every committee shall keep minutes of all its acts and proceedings and report the same to the next meeting of the Board.

(c) Quorum. A majority of a committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee. Members of a committee shall act only as a committee and the individual members shall have no power as such.

(d) Change in Composition. Vacancies. Etc. The Board shall have the power at any time to remove the members of a committee, fill vacancies thereon, and discharge a committee, with or without cause. The appointment of any Trustee to a committee, if not sooner terminated otherwise, shall automatically terminate upon the cessation of the Trustee's membership on the Board. Unless otherwise provided by the Board, the term of each member of a committee shall be one year.

(e) Operating Procedures. Except as otherwise expressly set forth in this Article, the provisions of these By-Laws which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board shall apply to all committees of the Board and their members as well. Each committee shall fix its own rules of procedure, which shall not be inconsistent with these By-Laws.

(f) Authority. No committee shall have the power and authority to (i) fill vacancies on the Board or on any of its committees; (ii) amend the Articles of Incorporation; (iii) adopt, amend, or repeal these By-laws; (iv) approve a plan of merger or consolidation; (v) approve the sale, lease or exchange, or the mortgage, pledge or other disposition of all or substantially all, of the property and assets of the Foundation; or (vi) approve the revocation of voluntary dissolution proceedings.

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ARTICLE V. CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

Section 5.1. Execution of Contracts and Other Documents. The Board of Trustees or any duly authorized committee of Directors, except as by law or by these By-Laws otherwise required, may authorize any officer or officers, agent or agents, in the name of and on behalf of the Foundation, to enter into any contract or execute any deed or other instrument; and any such authority may be general or confined to specific instances.

Section 5.2. Checks. Drafts. Etc. All checks, drafts, and other orders for payment of money out of the funds of the Foundation shall be signed on behalf of the Foundation in such manner as shall from time to time be determined by resolution of the Board of Trustees or of any duly authorized committee of Trustees.

Section 5.3. Deposits. The funds of the Foundation not otherwise employed shall be deposited from time to time to the order of the Foundation in such banks, trust companies or other depositories as the Board of Trustees or any duly authorized committee of Trustees may from time to time select.

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ARTICLE VI. MISCELLANEOUS

Section 6.1. Seal. The seal of this Foundation shall be circular in shape with the words "VIRGINIA COMMONWEALTH UNIVERSITY SCHOOL OF ENGINEERING FOUNDATION" around the circumference thereof and the words and figures" 1995 Seal Virginia" in the center thereof, an impression of which is affixed to this section of the By-Laws of the Foundation.

Section 6.2. Fiscal Year. The fiscal year of the Foundation shall commence on July 1 of each year and end on June 30 of the following year.

Section 6.3. Audits. The Audit Committee shall recommend and the Executive Committee shall engage annually an independent certified public accounting firm to perform an audit on the books of the Foundation and to prepare a report within 90 days after the end of the fiscal year.

Section 6.4. Acceptance of Gifts. Donations. Etc. Any gift, donation, bequest, or subscription to the Foundation shall be deemed to have been accepted only when acted upon affirmatively in accordance with Foundation and University gift acceptance policies.

Section 6.5. Conflicts of Interest. Transactions between the Foundation and the Engineering School or the University shall meet the normal tests for ordinary business transactions, including proper documentation and approvals. Special attention shall be given to avoiding direct or indirect conflicts of interest between the Foundation and its Trustees, officers and employees and compliance with all applicable laws.

Section 6.6. Operating Guidelines. The Foundation and each of its committees should prepare and maintain guidelines for operating practices. Particular emphasis should be given to fundraising, personnel, investment, procurement, financial transactions, accounting practices and business transactions between the Foundation and its Trustees, officers, employees and compliance with all applicable laws.

Section 6.7. Affiliated Organizations. The Foundation may carry out its charitable and educational purposes through any combination of (i) its own programs and activities, (ii) direct or indirect support of programs and activities conducted by the Engineering School, the University, or any other entity, (iii) cooperative arrangements and affiliations with other entities, and (iv) any other means that the Board from time to time may think appropriate.

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ARTICLE VIII. AMENDMENTS

The Board of Directors by the affirmative vote of a majority of its members then in office may amend these By-Laws, but no amendment shall be made unless proposed at a regular or special meeting of the Board or the Executive Committee and adopted at a subsequent meeting of the Board. The power to amend shall not be exercised by the Executive Committee.

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