BY-LAWS OF THE  

     GEORGIA FFA  FOUNDATION, INCORPORATED

                             ARTICLE I.    PURPOSES

The purposes of the corporation are set forth in Article III of its Articles of Incorporation, as amended.

                             ARTICLE II.    OFFICES

The principle office of the corporation shall be in Fulton County, Atlanta, Georgia. 

The corporation may have such other offices as the Board of Directors may from time to time determine.

                             ARTICLE III.    BOARD OF DIRECTORS

1.  COMPOSITION.    The affairs of the corporation shall be managed by a Board of                                                   

Directors also known as a Board of Trustees, consisting of members selected as follows:

(a)    Four persons chosen by the Governing council of the Sponsoring committee of the

Corporation established in Article XII of these By-Laws.

     (b)  Two persons shall be teachers of Agriculture chosen at the annual state meeting of         

the Georgia Vocational Agricultural Teachers Association.

     (c)   One person currently serving in an administrative or supervisory position in

             agricultural education.

(d)     The President of the State FFA Alumni Association, ex-officio, with vote.

(e)      The State FFA Advisor, an ex-officio, with vote.

(f)       The State President of the FFA and State FFA Executive Secretary of FFA shall serve

as ex-officio members of this board, with vote.

2.  TERM    Each Director (other than ex-officio Directors ) shall serve for three (3) years                

        and until his/her successor shall be elected and qualified.  Ex-officio

                    Directors shall serve so long as they continue to hold office by virtue of

                    which they are Directors.

      The Director as listed in Section 1 (b) shall be elected to a three-year term by the

       Georgia Vocational Agricultural Teachers Association.

      The Director as listed in Section 1 (c) shall be elected to a three-year term.

3.  VACANCIES.       Vacancies of the Board Directors may be filled by vote of the

                                    remaining Directors from the same group represented by the

                                    person causing the vacancy, the person so chosen to serve until the

                                    next annual meeting of the Board, and until his/her successor is

                                    elected and qualified.

4.  COMPENSATION    No Director shall receive any salary or compensation for his/her

                                         services as a Director.  Directors may, however, be reimbursed

                                         by the corporation for reasonable expenses incurred in the

                                         performance of their duties in accordance with policies

                                         established by the Board of Directors.

    ARTICLE IV.   MEETING OF BOARD OF DIRECTORS

1.  LOCATION.         Meetings of the Board of Directors, whether regular or special may be

                                    held at such place, either within or without the State of Georgia as may

                                    be specified in the notice of the meeting.

2.  ANNUAL MEETING.     An annual meeting of the Board of Directors shall be held                                                       

            during the month of June, unless otherwise arranged by the

                                                Board, at such time and place as the Board may from time

                                    to  time determine.

3.OTHER MEETINGS.        Other meetings of the Board shall be held at such times and

                                                places as the Board may form time to time determine.  Special

                                                meetings may be held at the call of the President, or upon the

                                                written request of any four (4) Directors.

4.  NOTICE OF MEETINGS.          At least two (2) weeks notice of all meetings shall be                                                       

            given personally or by mail to each Director.  Attendance

                                                            of a Director at any meeting shall constitute a waiver of

                                                             notice of such meeting, except when a Director attends

                                                            for the purpose of objecting to the transaction of any    

business because the meeting is not lawfully called

                                                            Neither the business to be transacted at, nor the

                                                            purpose of, any regular or special meeting need be

                                                            specified in the notice or waiver of notice of such meeting,

                                                            except as otherwise provided in Article IX of the Articles

                                                            of Incorporation, and Article XI of these By-Laws.

5.  QUORUM.            A majority of the voting Directors then in office or their designee

                                     shall constitute a quorum.  For purposes of this paragraph, the

                                    President shall not be considered as a voting Director.

6.  RULES.                 The corporation shall use Roberts Rules of Order Revised as its

                                    authority for parliamentary procedure during meetings of the

                                    corporation.

                        ARTICLE V.   NOTICES

1. SUFFICIENCY.   Whenever, under the provisions of law or of the Articles of

  Incorporation or of these By-Laws, notice is required to be given to                           

                                  any Director, it shall not be construed to mean personal notice,

                                  but may be given in writing, by mail addressed to the Director at

                                  his/her last known address as it appears on the records of the

                                  corporation.  Such notice shall be considered to be given at the time

                                  when it is deposited in the United States mail, first class postage

                                  prepaid.

2. WAIVER.             Whenever any notice is required to be given under the provisions of

                                  law or of the Articles of Incorporation or of these By-Laws a waiver

                                  thereof in writing before or after the time stated therein, shall be

                                  deemed equivalent to the giving of such notice.

                             ARTICLE VI.   OFFICERS

1.  OFFICERS.           The officers of the corporation shall consist of a President, a

                                    Secretary, a Treasurer, and such other officers as may be elected

                                    by theDirectors.  Only Directors shall serve as officers of the

                                    corporation.  Any two offices may be held by the same person

                                    except the office of President and Secretary.

2.  SELECTION.        The President shall be elected annually from those currently

                                    serving as members of the Board of Directors of the Georgia FFA

                                    Foundation.  The Vice President and Treasurer shall be chosen by

                                    the Board from among the Directors described in Section I of

                                    Article III of these By-Laws.  The office of Secretary shall be the

                                    person who is the Executive Secretary of the Georgia FFA

                                    Association.

3. PRESIDENT.         The President shall preside at all meetings of the directors and

                                    shall be the chief executive officer of the corporation.  In the

                                    absence of the President, the Vice President shall perform the

                                    duties of the President.. The President shall also appoint members

                                    of such committees as the President deems to be necessary or

                                    convenient. At the request of a majority of any Committee, the

                                    President shall intervene as a tie breaker or moderator.  All

                                    committees shall consist of one or more members and committee

                                    members shall serve at the pleasure of the President.

4. VICE PRESIDENT                       The Vice President shall perform the duties and exercise

                                                the powers of the President during the absence or

                                                incapacity of the President.  He/She shall have such other

                                                duties as may be given to him/her from time to time by

                                                the Board of Directors.

5. SECRETARY                    The Secretary, under the direction of the President, shall

                                                prepare dockets of business and shall take and keep true

                                                and accurate minutes of all meetings of the corporation

                                                and shall discharge such duties as shall be assigned by the

                                                Board of Directors.

6.  TREASURER                   The Treasurer shall keep true and accurate books and

                                                financial statements as required and perform the following

                                                duties:

(a)    It shall be the duty of the Treasurer to have the care and custody of all funds and property of the corporation and to deposit funds and documents in such bank,

banks, trust company, or depositories as the Board of Directors or the Executive

Committee shall designate.  He/She shall, under the direction of the Executive

Committee, disburse all monies by check.

(b)    The Treasurer shall give the corporation a bond in the amount stipulated by the

Board of Directors, at the expense of the Corporation, with surety satisfactory

to the Board of Directors, for faithful performance of the duties of his/her office

and for delivery, upon demand by said Board of all books, vouchers, records,

money, and other property of whatever kind belonging to the corporation that

have been in his/her custody.

   (c )   The Treasurer’s accounts shall be audited annually by an auditor or auditors not

          connected with the corporation, who shall be named by the Board of Directors.

                         ARTICLE VII.    TRANSFERS

Any sale or transfer of any stock, bond, security or any other property standing in the name of the corporation, shall be valid only if

signed by the corporation acting with approval from the Executive Committee. Any transfer signed in this manner, having affixed

thereon the seal of the corporation, shall in all respects bind the corporation as fully and completely as if each transaction had been

authorized by a specific vote of the directors, and any person, firm or corporation to whom a copy of this Article Three shall have been

certified by the Secretary shall be entitled to rely thereon until notified of its repeal.

                      ARTICLE VIII.    EXECUTIVE COMMITTEE

1.  COMPOSITION.             There shall be an Executive Committee consisting of the                                                   

President, Vice President, Secretary, Treasurer, and one other

                                                director designated annually by the Board of Directors.

2.  RESPONSIBILITIES.     During intervals between meetings of the Board, the Executive                                  

Committee shall exercise all powers conferred on it by the

                                                Board of Directors in the management and direction of the

                                                business and conduct of the affairs of the corporation.  It shall

                                                keep a record of its proceedings and report the same to the

                                                Board of Directors at each meeting.

                     ARTICLE IX.    FISCAL YEAR

The fiscal year of the corporation shall be the calendar year.

                    ARTICLE X.    ADVISORY COMMITTEES

There may be Advisory Committees designated by the Board of Directors.  These committees shall be composed of persons whose advice and

counsel may be helpful in determining policies and formulating and carrying out specific programs of work.

                    ARTICLE XI.    MEMBERSHIP

The membership of the corporation shall be the membership of the Sponsoring Committee as specified in Article XII.

                    ARTICLE XII.    SPONSORING COMMITTEE

1.  COMPOSITION   There shall be a Sponsoring Committee whose members shall

                                    consist of contributors to the Foundation.   Each membership shall

                                    be for a period beginning with the date the contribution is received

                                    and continuing until the end of the calendar year following the year

                                    in which the contribution was received. The Sponsoring

                                    Committee shall have such powers as are reasonably necessary to

                                    undertake its function and responsibilities, which shall be as

                                    follows:

(a)     To solicit and receive on behalf of the Foundation bequests, devises gifts, or other

      donations of any property, in any form and in any amount of value, for any

      purpose of the Foundation.

(b)    To transmit to the Foundation Treasurer promptly after its receipt all such

        property received by the Sponsoring Committee.

    (c )   To make determinations concerning sources of need in light of the particular

purposes of the Foundation, and  based on such determinations, to make   

recommendations to the Board of Directors of the Foundations regarding

distributions and awards of the Foundation’s funds or property.

2.  RECORDS AND REPORTS.  The Sponsoring Committee, through its Governing

                                                       Council, shall maintain records of its proceedings,

                                                       financial affairs, and other activities, and shall submit

                                                       a report of the same to the annual meeting of the

                                                       Foundation Board of Directors.

3.  OFFICERS.    The officers of the Sponsoring Committee shall consist of a

                             Chairperson, a Chairperson Elect, a Second Chairperson Elect,

                               and the Past Chairperson.

(a)    Nominations for each election of officers shall be made by the Governing

Council of the sponsoring committee in consultation with the Executive

Committee.  So far as possible, the person nominated each year for Chairperson shall

be the person who has served during the preceding year

as Second Chairperson Elect.

(b)    Each officer shall be elected by the Sponsoring Committee of the Foundation

to serve a term of one year, or until his/her successor is elected and qualified.

4.  GOVERNING COUNCIL.    The Sponsoring Committee shall have a Governing          

                                    Council which shall consist of the four officers of the

                                    Sponsoring Committee.  During the intervals between

                                    meetings of the Sponsoring Committee, the Governing

                                    Council shall exercise all of the powers of the

                                    Sponsoring Committee in carrying out its functions and

                                    responsibilities.  The Governing Council may adopt

                                    rules and issue statements of policy concerning its

                                    affairs of the Sponsoring Committee, provided they

                                    do not conflict with the Certificate of Incorporation

                                    or By-Laws of the Foundation or with any resolution

                                    or statement of policy of the Board of Directors. The

                                    Governing Council shall meet at least once each year, at

                                    the call of  the Chairperson of the Sponsoring

                                         Committee who shall be the Chairperson of the Council.

5.  EXECUTIVE COUNCIL       There may be an Executive Council, which shall

                                                      consist of such individuals as may from time to time

                                                      be chosen by the Governing Council to be regional

                                                      or industry Chairperson.  The Executive Council shall

                                                      have such duties as may from time to time be

                                                      determined by the Governing Council.

                             ARTICLE XIII.    AMENDMENTS

These By-Laws may be amended at any meeting by a majority vote provided that at least