Name: The name of this organization shall be the American Dairy Science Association Foundation, hereinafter the ADSA Foundation. Location of Record: The address of business for the ADSA Foundation shall be the same as the address of the Association Headquarters of the American Dairy Science Association (ADSA). Purpose: The purpose of the ADSA Foundation is to contribute to human welfare by furthering the acquisition and dissemination of scientific knowledge and to support and enhance educational programs of the American Dairy Science Association, especially in conjunction with the Association’s annual meeting. Furthermore, the Foundation may support educational activities of the ADSA Divisions and branches. Organization: Board of Trustees: The ADSA Foundation shall be administered by a seven member Board of Trustees appointed by the ADSA President and approved by the ADSA Board of Directors. The Board of Trustees shall be representative of the two Professional Divisions of the American Dairy Science Association, three members each being appointed from the Production Division and the Dairy Foods Division for three-year terms with maximal service for two (2) consecutive terms. Terms of members from each Division shall expire in consecutive years so that one member from each Division will be appointed yearly. The Chair of the Board, who may be a member of either Division, will be appointed annually, and may serve a maximum of three years. Offices of the Board of Trustees shall consist of the Chair and Treasurer, appointed by the ADSA President and approved by the ADSA Board of Directors, and the Vice Chair and Secretary, elected by the ADSA Foundation Trustees. The Treasurer of the American Dairy Science Association may serve as the nonvoting Treasurer of the ADSA Foundation when duly appointed. In the absence or incapacitation of the Chair, the Vice Chair will function as Chair of the Trustees. Committees The Executive Committee of the Board of Trustees shall consist of the officers of the Board. The Executive Committee shall manage interim affairs of the Foundation with powers as delegated by the Board of Trustees. The Board of Trustees may appoint other committees as it deems necessary. Relationship to ADSA Board of Directors: Trustees of the ADSA Foundation shall function independently of the ADSA Board of Directors but shall communicate effectively and frequently with the ADSA Board of Directors and with the ADSA Annual Meeting Program Committee. Operations: The Trustees shall perform those functions necessary to (1) affect contributions to the ADSA Foundation sufficient to fulfill the purposes of the ADSA Foundation, (2) provide funds for educational programs and for other activities consistent with the purposes of the ADSA Foundation and (3) ensure that funds are used for the approved activities. The Trustees shall report annually on activities of the ADSA Foundation to the Board of Directors of the American Dairy Science Association. Patron Members and Donors Patrons shall be those firms or organizations that contribute at least $100 to the ADSA Foundation. Donors shall be those individuals that contribute at least $25 to the ADSA Foundation. Patrons and Donors shall be recognized annually in the year donations are made and in the manner determined by the Trustees of the ADSA Foundation. Meetings: Frequency and Purpose: The ADSA Foundation Board of Trustees shall meet as necessary to conduct business of the Foundation. One meeting shall be held at the time of the ADSA Annual Meeting. Two specific purposes of that meeting shall be (1) to assess results of expenditures of funds for the current educational program and (2) to propose a budget of Foundation funds for use by the ADSA Program Committee and other eligible committees during the next year. Quorum: A quorum shall consist of four Trustees. Foundation business may be conducted by majority vote of a mail or fax ballot. Reimbursement of Expenses: ADSA Foundation funds may be used for reimbursement of reasonable and necessary expenses of ADSA Foundation Trustees in attendance at meetings provided no other sources of funds exist to reimburse expenses. Use of Funds: The ADSA Foundation shall prudently invest unrestricted contributions made to it and shall use only the interest earned therefrom to support activities of the Foundation. The Board of Trustees shall authorize, out of the income of the ADSA Foundation, the payment of such incidental expenses as may become necessary. No member of the Board of Trustees shall receive any salary for his or her services. Amendment of Bylaws: These Bylaws may be amended by two-thirds vote of the ADSA members present and voting at the Annual Business Meeting of the ADSA, provided written notice has been published in the Journal of Dairy Science at least two months prior to the annual meeting or notice has been sent in writing to all ADSA members at least two weeks prior to the annual meeting, or by two-thirds vote of ADSA members responding to a mail ballot. Dissolution or Liquidation: In the event of dissolution or liquidation of this Foundation by vote as provided in Article VIII, the assets belonging thereto shall be assigned and turned over to any charitable or not-for-profit organization chosen by the Board of Directors of the American Dairy Science Association.