The Gene Hanselman Foundation

BYLAWS

OF

GENE HANSELMAN FOUNDATION

ARTICLE I

OFFICES

Section 1. Principal Office. The corporation's principal office will be located in the County of Ingham, City of Lansing, Michigan.

Section 2. Registered Office. The registered office of the corporation may be the same as the principal office of the corporation, but in any event must be located in the State of Michigan, and be the business office of the registered agent, as required by the Michigan Nonprofit Corporation Act.

Section 3. Other Business Offices. The corporation may have business offices at such other places, either within or without the State of Michigan, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

ARTICLE II

MEMBERS

There shall be no members.

ARTICLE III

BOARD OF DIRECTORS

Section 1. General Powers. The business, property and affairs of the corporation shall be managed by its Board of Directors.

Section 2. Number. There shall be not less than one Director on the Board.

Section 3. Tenure. Each Director shall hold office for the term for which the Director is elected or appointed and until the Director's successor is elected or appointed and qualified, or until death, resignation, or removal.

Section 4. Resignation. Any Director may resign by providing written notice to the corporation. Resignation will be effective upon receipt of notification or at a subsequent time designated in the notice.

Section 5. Removal. Any Director may be removed without cause by a majority vote of directors then in office.

Section 6. Qualifications. Directors need not be residents of the State of Michigan.  Directors may be elected by majority vote of the Directors then serving.

Section 7. Board Enlargement and Vacancies. The Board of Directors may, by resolution, authorize an enlargement of the Board. A directorship filled because of an authorized increase in the number of Directors may be filled by the Board only for a term lasting until Directors elected at the next regular meeting for election of Directors begin their terms. Vacancies on the Board of Directors may be filled in the following manner: the remaining Directors may elect a successor to complete the term of the Directorship even if a quorum does not exist.

Section 8. Regular Meeting. A regular annual meeting of the Board of Directors for election of the Board of Directors and for any other business shall be held without other notice than this Bylaw on the first Monday in October of each year. The Board of Directors may provide the time and place, within or without the State of Michigan, for the holding of additional regular meetings without other notice than resolution, written consent, or written minutes of a prior meeting.

Section 9. Special Meetings. Special meetings of the Board of Directors may be called by any Director. Notice shall be given to each Director in any manner at least three days before the meeting.

Section 10. Statement of Purpose. For any regular or special meeting of the Board of Directors, neither the business to be transacted nor the purpose of the meeting need be specified in the notice for that meeting, unless the meeting is being called for the purpose of amending these bylaws. In that case, notice shall be given to each Director in any manner at least three days before the meeting and such notice shall state the exact language of the proposed amendment.

Section 11. Waiver of Notice. A Director's attendance at a Board of Directors meeting constitutes a waiver of notice of the 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.

Section 12. Meeting by Telephone or Similar Equipment. A Director may participate in a meeting by conference telephone or similar communications equipment through which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

Section 13. Quorum. A majority of the Directors of the Board then in office constitutes a quorum for transaction of business. Actions voted on by a majority of Directors present at a meeting where a quorum is present constitutes authorized actions of the Board of Directors.

Section 14. Consent to Corporate Actions. Any action required or permitted to be voted upon at a Board of Directors meeting may be taken without a meeting if, before or after the action, all Directors consent to the action in writing. Written consents shall be filed with the minutes of Board proceedings.

Section 15. Compensation. Directors will not receive any stated salaries for their services, but by resolution of the Board of Directors, the Directors may be paid their expenses of attendance, if any, at each regular or special meeting of the Board. Nothing herein contained will be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

Section 16. Presumption of Assent. A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless that Director's dissent shall be entered in the minutes of the meeting or unless that Director shall file a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. This right to dissent shall not apply to a Director who voted in favor the such action.

ARTICLE IV

COMMITTEES

Section 1.  Founding Committee.  As providing in Article V of the Restated Articles of Incorporation, the Founding Committee has the sole authority to appoint or remove without cause each member of the Board of Directors of the corporation.

Section 2.  Standing Committees. The Board of Directors may designate one or more standing committees, each committee consisting of one or more Director. The Board may also designate one or more Directors as alternate committee members, who may replace an absent or disqualified member at a committee meeting. If a committee member is absent or disqualified from voting, then members present at a meeting who are not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another director to act at the committee meeting in place of the absent or disqualified member. All committees designated by the Board of Directors shall serve at the Board's pleasure.

A committee designated by the Board of Directors may exercise any of the Board's powers in managing the corporation's business and affairs, to the extent provided by Board resolution. However, no committee shall have the power to:

(a)        amend the Articles of Incorporation;

(b)       adopt an agreement of merger or consolidation;

(c)        amend the bylaws of the corporation;

(d)       fill vacancies in the Board; or

(e)       fix compensation of the directors for serving on the Board or on a committee.

Section 3. Meetings. Committees shall meet as directed by the Board of Directors, and their meetings shall be governed by the rules provided in Article III for meetings of the Board of Directors. Minutes shall be recorded at each committee meeting and shall be presented to the Board of Directors.

Section 4. Consent to Committee Actions. Any action required or permitted to be taken pursuant to authorization voted at a committee meeting may be taken without a meeting if, before or after the action, all members of the committee consent to the action in writing. Written consents shall be filed with the minutes of Board proceedings.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the corporation shall consist of a President, Vice President, Executive Director, Secretary, Treasurer and such other officers as may be determined. Each officer shall be selected by the Board of Directors. The Executive Director shall be a nonvoting, ex officio member of the Board. Two or more offices may be held by the same person, but an officer shall not execute, acknowledge or verify an instrument in more than one capacity if the instrument is required by law or by the Executive Directors or Board of Directors to be executed, acknowledged, or verified by two or more officers.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at the regular meeting of the Board of Directors. If the election of officers is not held at that meeting, the election shall be held as soon thereafter as may be convenient. Each officer shall hold office while qualified or until the officer resigns or is removed in the manner provided in Section 3.

Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby. An officer's authority to act may be suspended by the Board of Directors for cause.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Executive Director. The Executive Director shall be the chief executive officer of the corporation and shall have authority over the general control and management of the corporation's business and affairs.  The Executive Director shall have power to appoint or discharge employees or agents, and to prescribe their duties and to fix their compensation. The Executive Director shall sign all corporate documents and agreements on behalf of the corporation, except when the Executive Director or the Board of Directors instructs that signing be done with or by some other officer, agent or employee. The Executive Director shall see that all actions taken by the Board of Directors are carried out and shall perform all other duties incident to the office; subject, however, to the Executive Director's right and the right of the Board of Directors to delegate any specific power to any other officer of the corporation.

Section 6. President. The President shall preside at all Board of Directors meetings. The President shall have power to perform duties as may be assigned the President by the Board of Directors. In case the Executive Director is absent or unable to perform his or her duties, the President shall perform the Executive Director's duties until the Board directs otherwise. The President shall perform all duties incident to the office.

Section 7. Vice President. A Vice President shall have power to perform duties as may be assigned to the Vice President by Board of Directors. In case the President is absent or unable to perform his or her duties, the Vice President shall perform the President’s duties until the Board directs otherwise. The Vice President shall perform all duties incident to the office.

Section 8. Secretary. The Secretary shall keep minutes of Board of Directors meetings. The Secretary is responsible for providing notice to directors a required by law, the Articles of Incorporation, or by these bylaws. The Secretary shall be the custodian of corporate records and shall keep a register of the names and addresses of each officer and Director. The Secretary shall perform all duties incident to the office and other duties assigned by the Executive Director or the Board of Directors.

Section 9. Treasurer. The Treasurer shall have charge and custody over corporate funds and securities and shall keep accurate books and records of corporate receipts and disbursements. The Treasurer shall also deposit all moneys and securities received by the corporation in the corporation's name at such depositories as may be designated by the Board of Directors. The Treasurer shall perform all duties incident to the office and other duties assigned by the Executive Director or the Board of Directors.

Section 10. Signing of Corporate Documents. All corporate documents including stocks, bonds, agreements, insurance and annuity contracts, qualified and nonqualified deferred compensation plans, checks, notes, disbursements, loans, and other debt obligations shall not be signed by any officer, designated agent or attorney‑in‑fact unless authorized by the Board of Directors or by these bylaws.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS;

SPECIAL CORPORATE ACTS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract, to execute and deliver any instrument, or to acknowledge any instrument required by law to be acknowledged in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances but the appointment of any person other than an officer to acknowledge an instrument required by law to be acknowledged should be made in writing. When the Board of Directors authorizes the execution of a contract or of any other instrument in the name of and on behalf of the corporation, without specifying the executing officers, the President or Vice‑President, and the Secretary may execute the same and may affix the corporate seal thereto.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. No loan or advance to or overdraft of withdrawal by an officer, Director or member of the corporation other than in the ordinary and usual course of the business of the corporation, and on the ordinary and usual course of the business or security, shall be made or permitted unless each such transaction shall be approved by a vote of two‑thirds (2/3) of the members of the Board of Directors excluding any Director involved in such transactions and a full and detailed statement of all such transactions and any payments shall be submitted at the next annual meeting of members and the aggregate amount of such transactions less any repayments shall be stated in the next annual report to members.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 5. Voting of Securities Owned by this Corporation. Subject always to the specific directions of the Board of Directors, any shares or other securities issued by any other corporation and owned or controlled by this corporation may be voted at any meeting of security holders of such other corporation by the President of this corporation or by proxy appointed by the President, or in the absence of the President and the President's proxy, by the Treasurer of this corporation or by proxy appointed by the Treasurer; or in the absence of the President and Treasurer, by the Secretary of this corporation or by proxy appointed by the Secretary. Such proxy or consent in respect to any shares or other securities issued by any other corporation and owned by this corporation shall be executed in the name of this corporation by the President, the Treasurer or the Secretary of this corporation without necessity of any authorization by the Board of Directors, affixation of corporate seal or l countersignature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of this corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this corporation the same as such shares or other securities might be voted by this corporation.

Section 6. Contracts Between Corporation and Related Persons. Any contract or other transaction between this corporation and one or more of its Directors, or between this corporation and any firm of which one or more of this corporation's Directors are members or employees, or in which one or more of this corporation's Directors are interested, shall be valid for all purposes, notwithstanding the presence of such Director or Directors at the meeting of the Board of Directors of the corporation which acts upon, or in reference to, such contract or transaction, and notwithstanding the Director or Directors participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors, shall, nevertheless, authorize, approve and ratify such contract or transaction by a vote of a majority of the Directors present, such interested Director or Directors to be counted in determining whether a quorum is present, but not to be counted as voting upon the matter or in calculating the majority of such quorum necessary to carry such vote. This Section shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.

ARTICLE VII

INDEMNIFICATION

Section 1. Non‑Derivative Actions. Subject to all of the other provisions of this Article, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee or employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit, against expenses (including attorneys' fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 2. Derivative Actions.  Subject to all of the provisions of this Article, the corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including reasonable attorneys' fees) and amounts paid in settlement incurred by the person in connection with such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation.  However, indemnification shall not be made for any claim, issue or matter in which such person has been found liable to the corporation unless and only to the extent that the court in which such action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for the expenses which the court considers proper.

Section 3. Expenses of Successful Defense. To the extent that a person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 or 2 of this Article, or in defense of any claim, issue or matter in the action, suit or proceeding, the person shall be indemnified against expenses (including actual and reasonable attorneys' fees) incurred by such person in connection with the action, suit or proceeding and in any action, suit or proceeding brought to enforce the mandatory indemnification provided by this Article.

Section 4. Definition. For the purposes of Sections 1 and 2 of this Article, "other enterprises" shall include employee benefit plans; "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and "serving at the request of the corporation shall include any service as a director, officer, employee, or agent of the corporation which imposes duties on, or involves services by, the director or officer with respect to an employee benefit plan, its parti­cipants or beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be considered to have acted in a manner "not opposed to the best interests of the corporation" as referred to in Sections 1 and 2.

Section 5. Contract Right; Limitation on Indemnity. The right to indemnification conferred in this Article shall be a contract right, and shall apply to services of a director or officer as an employee or agent of the corporation as well as in such person's capacity as a director or officer. Except as provided in Section 3 of this Article, the corporation shall have no obligations under this article to indemnify any person in connection with any proceeding, or part thereof, initiated by such person without authorization by the Board of Directors.

Section 6, Determination That Indemnification Is Proper. Any indemnification under Section 1 or 2 of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 1 or 2, whichever is applicable. Such determination shall be made in any of the following ways:

(i) By a majority vote of a quorum of the Board consisting of directors who were not parties to such action, suit or proceeding.

(ii) If the quorum described in clause (i) above is not obtainable, then by a committee of directors who are not parties to the action. The committee shall consist of not less than two disinterested directors.

(iii) By independent legal counsel in a written opinion.

Section 7. Proportionate Indemnity. If a person is entitled to indemnification under Section 1 or 2 of this article for a portion of expenses, including attorneys' fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount thereof, the corporation shall indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.

Section 8. Expense Advance. Expenses incurred in defending a civil or criminal action, suit or proceeding described in Section 1 or 2 of this Article may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the person involved to repay the expenses if it is ultimately determined that the person is not entitled to be indemnified by the corporation. The undertaking shall be an unlimited general obligation of the person on whose behalf advances are made but need not be secured.

Section 9. Non‑Exclusivity of Rights. The indemnification or advancement of expenses provided under this Article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the corporation. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.

Section 10. Indemnification of Employees and Agents of the Corporation. The corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the corporation to the fullest extent of the provisions of this article with respect to the indemnification and advancement of expenses of directors and officers of the corporation.

Section 11. Former Directors and officers. The indemnification provided in this Article continues as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 12. Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have power to indemnify him against such liability under this Article or the laws of the State of Michigan.

Section 13. Changes in Michigan Law. In the event of any change of the Michigan statutory provisions applicable to the corporation relating to the subject matter of this Article, then the indemnification to which any person shall be entitled hereunder shall be determined by such changed provisions, but only to the extent that any such change permits the corporation to provide broader indemnification rights than such provisions permitted the corporation to provide prior to any such change.

ARTICLE VIII

SEAL

The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words, "Corporate Seal."

ARTICLE IX

FISCAL YEAR

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

ARTICLE X

AMENDMENTS

These bylaws may be altered, amended, or repealed and new bylaws may be adopted by the affirmative vote of a majority of the Board of Directors at any regular or special meeting if notice setting forth the terms of the proposal has been given in accordance with the notice requirements for special meetings.

These bylaws were adopted by the Board of Directors on October 23, 2008, and supercede any previously adopted bylaws.

                                                                                                                                                    Sarah L. Fuller, Secretary