Board of Directors s13

ARTICLE III BOARD OF DIRECTORS

Section 1. Board role, size, and compensation. The Board is responsible for overall policy and direction of the Organization, and delegates responsibility of day-to-day operations to the President and Chief Executive Officer. The Board shall have a maximum of 35 members and no less than 3 members, including ex officio members and excluding directors emeriti and the State Coalition representative. The Board receives no compensation.

Section 2. Eligibility. Eligible Board members are: Not-for-profit organizations (including 501 (c) (3) organizations, trade associations, etc.); for-profit entities (including corporations, sole proprietorships, etc.); and federal agencies or departments. Members must also be partners in good standing, as described in Article II.

Section 3. General Powers. The property, affairs and business of the Corporation shall be managed and controlled by the President and CEO and overseen by its Board of Directors. The Board of Directors may by general resolution delegate to officers of the Corporation and to committees such powers as are provided for in these Bylaws.

Section 4. Membership. Each Board Member organization shall be entitled to, according to its internal procedures, select one person to serve as a director of the Coalition and shall notify the Coalition of its selection in writing. Each such director shall be employed by the electing organization, a member of the electing organization, or employed by a member of the electing organization. Upon the termination of the relationship between a director and the electing organization, the director shall be deemed to have resigned from the Coalition Board.

(a) Subject to Article III, Sections 1 and 2, the Board of Directors may, by resolution add additional members to the Board.

(b) Board-elected directors. Of the number specified in Section 1, the Board shall elect up to three directors who are employed by or affiliated with academic institutions.

(c) Directors emeriti. H. Randy Lively, Jr., formerly of the American Financial Services Association, in Washington, DC and William E. Odom, formerly of Ford Motor Credit Company, in Dearborn, Michigan, shall serve as directors indefinitely, until they resign, die, or are removed by the Board of Directors. Directors emeriti are not required to attend a minimum number of Board meetings, as specified in section 6 (b), unless they serve as an officer or on a committee.

(d) Federal agency Board Members. Directors who are employed by or affiliated with agencies of the federal government may serve as non-voting, ex officio members of the Board of Directors with no fiscal oversight responsibility. Ex officio directors cannot serve as Officers of the Corporation.

(e) State Coalition Representative. The Board shall include one representative of an affiliated Jump$tart State Coalition as a non-voting, ex officio member. The State Coalition Representative’s term will last for one year, beginning with the July Board Meeting. The State Coalition Leader, as designated by the state coalition itself, of the State Coalition of the Year will serve as the representative to the Board. If the State Coalition Leader is not willing or able to 1 serve in this capacity, then the Executive Committee will select another representative from among the State Coalition Leaders of affiliated State Coalitions. The role of the State Coalition Representative will be to bring State Coalition perspective to Board and Committee discussions and activities.

Section 5. Terms. The initial directors shall serve until the organizational meeting of the Board of Directors. Directors (other than the board member emeritus) shall serve terms of three years or until their successors are elected and qualified. Directors may succeed themselves in office. Board Members shall be assigned a class (A, B or C) and their respective directors will stand for election in corresponding years, beginning with Class A directors in 2008, Class B directors in 2009, and Class C directors in 2010, and so forth.

(a) Directors shall be elected at the Annual Meeting, usually held in November. Elections will take effect January 1 of the following year.

Section 6. Resignation. Any director may resign at any time by giving written notice to the Chairperson. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the Chairperson or Board of Directors.

Section 7. Removal. (a) Except as provided in subsection (b) of this paragraph, a director may be removed from office prior to the expiration of the term for which that director has been elected only by his or her electing organization.

(b) With the understanding that an organization, and not an individual representative, holds a Board of Director’s seat, the following process will be followed when the removal of a director is deemed appropriate or necessary due to non-participation and/or non-attendance at Coalition meetings.

Board Member organizations shall assign a representative to serve as a director who is responsible for attending four Board meetings each year. In addition, it is expected that a director will serve on committees and participate in Coalition activities when appropriate.

A Board organization and/or director shall be considered for removal if the representative does not attend at least two of the four Board meetings each calendar year. While, the preference is for the representative to attend in-person, when unable to do so, it is appropriate for the representative to participate by sending a proxy or, if circumstances allow, participate via teleconference.

Upon missing two meetings in a calendar year and at the discretion of the Board of Directors, the President/CEO and Chairperson of the Coalition will each make at least two attempts to contact the director by telephone. If there is no appropriate response by the director, then the Chairperson or the President/CEO will contact the senior administrator for the Board Member’s organization and in collaboration with that party, determine the appropriate level of participation with the Coalition. The appropriate action may include removal of the organization from the Board of Directors. In such case, every attempt must be made to retain the organization as a Coalition Partner.

2 Section 8. Vacancies. Vacancies among the directors, whether caused by the resignation, death, removal, or expiration of a term, shall be filled by the Board Member organization. Any person elected to replace a director, other than at the expiration of a term, shall serve only for the unexpired portion of the term, and must be re-elected to continue serving.

Section 9. Meetings. (a) The Board of Directors may provide by resolution the time and place, whether within or without the District of Columbia, for the holding of the annual meeting of the Board, and any other regular meetings of the Board.

(b) Special meetings of the Board of Directors may be called by the Chairperson or by a majority of the voting directors then in office, who may fix any place whether within or without the District of Columbia, as the place for holding any special meeting.

Section 10. Notice. Notice of any special meeting of the Board of Directors shall be given at least seven (7) days previous thereto by written notice delivered personally, or sent by mail or facsimile transmission or by electronic mail to each director at his or her address or e- mail address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in sealed envelope so addressed, with postage thereon prepaid. If notice be given by electronic mail or facsimile transmission, such notice shall be deemed to be delivered when the transmission is complete to the recipient’s e- mail address or number. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

Section 11. Quorum. The presence in person of a majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the directors are present in person at said meeting, a majority of the directors may adjourn the meeting from time to time without further notice.

Section 12. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, or by these Bylaws. Directors may attend a meeting by telephonic or similar equipment by means of which all persons participating in the meeting can hear each other, if circumstances allow.

Section 13. Informal Action. Any action required by law to be taken at a meeting of the Board of Directors, or any action that may be taken at a meeting of the Board of Directors, may be taken without a meeting of consent in writing, setting forth the actions so taken, shall be signed by all of the directors.

Section 14. Dues. The Board of Directors shall decide whether the Corporation shall charge annual dues or other assessments. The amount of any such dues shall be determined by the Board of Directors.

3 Section 15. Compensation. Directors shall not receive any stated salaries for their services as such, but by resolution of the Board of Directors, a fixed sum and expenses of attendance may be allowed for attendance at each regular or special meeting of the Board; however, nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving reasonable compensation therefore.

Section 16. Limitation of Powers. Under no circumstances shall the Board or any officer, employee, or member of the Corporation have the power to: (a) make any donation or contribution from the funds of the Corporation for the payments of any donations or contributions for political purposes; or (b) use the name or the facilities of the Corporation in aid of any political party or candidate for any public office.