THE BY-LAWS OF THE ROLLS-ROYCE FOUNDATION

NAME OF THE FOUNDATION

This organization shall be known as the Rolls-Royce It shall be a charitable non-profit corporation organized and existing under the Laws of the Commonwealth of Pennsylvania and hereinafter is referred to as the "RRF."

PURPOSE OF THE RRF
1. The RRF's purposes are:
  - The preservation of the heritage of Sir Frederick Henry Royce, Hon. Charles Stewart Rolls, and Walter Owen Bentley and their motor
  - To engage in any lawful charitable scientific or educational activity, which may include the creation and/or operation of motor car exhibits, libraries or museums especially relating to, but not limited to Rolls-Royce and Bentley motor cars and their associated companies; and
  - To sponsor and promote lectures and discussions on matters of scientific, historic, engineering and cultural interest, or otherwise engage in any and all education purposes within the purview of Section 501(c)(3) of the Internal Revenue Code of 1954 as amended; and
  - To disburse funds and/or articles of value to other organizations who have a charitable purpose and to dispose of any articles by direct sale and/or private or public auction(s).
  - To maintain an informal and fraternal liaison with the Rolls-Royce Owners' Club, the Rolls-Royce Enthusiasts Club, the Bentley Drivers' Club, The Silver Ghost Association, the Phantom III Society, The 20 Ghost Club, The Rolls-Royce Owners' Club of Australia, the Sir Henry Royce Memorial Foundation, The Sir Henry Royce Memorial Foundation of Australia, Rolls-Royce Motor Cars, Rolls-Royce PLC, Bentley Motors Limited, the W.O. Bentley Memorial Foundation, and/or any of their agents and other organizations with similar
  - To operate under the terms of and in accordance with the License agreement from Rolls-Royce Motor Cars Ltd. dated December 5, 2019 in respect of the use by RRF of the name ROLLS-ROYCE and the trademarks therein referred

ADMINISTRATION

The RRF shall be administered by a Board of Directors who shall be responsible to the members for all matters relating to the administration, transactions, activities and affairs of the RRF.

OFFICES
1. The Administrative Offices of the RRF shall be at 189 Hempt Road, Mechanicsburg, Pennsylvania 17050, United States of America, or at such other address as the Directors may determine.
2. Certificate of Authority to do business in the Commonwealth of Pennsylvania shall be retained on file at the RRF's Administrative Offices.

The permanent Legal Address of the RRF will be the address as stated in the Certificate of Incorporation, or as stated in a duly authorized and filed amendment to the Certificate to be filed with the Secretary of State in Harrisburg, Pennsylvania.

CORPORATE SEAL
1. The Corporate Seal of the RRF shall be circular in form, inscribed with the name of the Corporation, the year of incorporation, and the words "Pennsylvania".
CAPITALIZATION
1. The RRF will not be capitalized and there will be no capital
FISCAL YEAR

The fiscal year of the RRF shall be from January 1 through December 31. The Board of Directors shall convene an Annual General Meeting of the members within 12 months of the end of any fiscal year to transact such business as is appropriate to such meeting and to receive the audited annual accounts for said fiscal year for approval by the members.

BOARD OF DIRECTORS
1. The number of Directors on the Board of the RRF shall be eleven (11).
2. The Board of Directors shall be made up as follows:
Five (5) of the Directors shall be members in good standing of the RRF and the Rolls-Royce Owners' Club who shall be nominated for election by the Board of Directors of the Rolls-Royce Owners Club and ratified by the Board of Directors of the RRF.
One (1) member is to be an "independent director" who is not a member of the Rolls-Royce Owners' Club, Inc. or of the RRF.
Five (5) members, each of whom must be a member in good standing of the RRF, who shall be elected by the members of the RRF.
Directors shall be elected for a three-year term, and no director may serve as a Director in any capacity for more than three (3) consecutive three-year terms.
POLICIES AND PROCEDURES MANUAL
1. The Board of Directors shall establish a Policies and Procedures Manual, detailing the policies and procedures to be followed in the running and administration of the RRF and its affairs. The policies and procedures of the RRF shall have the same force and effect as these bylaws but shall be subordinate to them. In all matters pertaining to the administration of the RRF, these bylaws shall be The Board of Directors may from time to time review the Policies and Procedures Manual and make such changes thereto as the Board may deem fit.
OFFICERS
1. The officers of the RRF shall include:

(a) Chair

(b) Vice Chair

(d) Treasurer

(e) Immediate Past Chair

The qualifications, functions and duties of the Officers of the RRF shall be those qualifications, functions and duties as set out in the Policies and Procedures Manual, which qualifications, functions and duties are incorporated into these bylaws by this reference. Officers shall be elected at the Board Meeting following the AGM as hereinafter provided and shall serve until replaced or reinstated following the next AGM.

Officers shall serve no more than three consecutive years in any one office.

11) VACANCY IN THE OFFICES OF THE RRF

If a vacancy occurs on the Board of Directors or in the officers of the RRF, the Board of Directors may, by majority vote, fill the vacancy with an appropriately qualified candidate in accordance with Article 8 above for the unexpired period of a term in accordance with the procedure laid down in the Policy and Procedures
The Board of Directors may declare vacant the office of a Director if he or she is declared of unsound mind by an Order of the Court or is convicted of felony or if within 60 (sixty) days after notice of his or her selection, he or she does not accept such office either in writing or by attending a meeting of the Board of Directors and fulfill each requirement of a qualification as these Bylaws or the Policy and Procedures may

If the Directors remaining in office constitute less than a quorum, they may fill the vacancy by the affirmative vote of all the Directors remaining in

A Director shall be elected to hold office for the unexpired term of his or her predecessor until the next Annual General Meeting.
All Annual General Meeting votes relating to election of the Board of Directors shall be in writing or via electronic format in a form prescribed in the Policy and Procedures Manual. Balloting records shall be retained in the office of the corporation for a period of two years following an election.

12) ELECTIONS OF OFFICERS/DIRECTORS

The Board of Directors shall appoint as a subcommittee of the Board, a Nominating Committee who shall review all candidates for the post of Director as elected by the membership in accordance with Article 8(ii) to ensure that they satisfy the qualifications for The Nominating Committee shall review each vacancy and may nominate one or more (but not more than three) candidates for each vacancy. Any candidate nominated by the Nominating Committee shall be deemed to have satisfied the qualifications for office and the decision of the Nominating Committee will be final in this regard.
A candidate for the office of Director to be elected by the membership in accordance with Article 8 (ii)(c) above may also be proposed directly by the membership; such a candidate must satisfy the Nominating Committee as to their qualification for office and must be proposed by a member in good standing of the RRF and seconded by at least five other members in good standing of the

The Nominating Committee shall comprise three members of the Board including the Immediate Past Chairman of the RRF if still on the Board, and of two other current directors of the Board of the RRF, one shall be an appointee of the Rolls-Royce Owners Club in accordance with Article 8(ii)(a).

Nominating Committee members may serve no more than three consecutive one-year terms.

13) LIMITED LIABILITIES OF DIRECTORS

An Officer or Director shall not be personally liable for monetary damages as such for any action taken or any failure to take any action, unless the Officer has breached or failed to perform the duties of his or her office under Section 8363 of the Directors Liability Act (relating to standards of care and justifiable reliance) and the breach or failure to perform constitutes self-dealing willful misconduct or recklessness. The provisions of this section shall not apply to the responsibility or liability of an Officer pursuant to any criminal statute, or of the liability of an Officer for the payment of taxes pursuant to local, state or federal law.

14) INDEMNIFICATION

The RRF shall have the power to indemnify any person authorized by the Pennsylvania Nonprofit Foundation Act, as the same may be amended from time to time, in the manner prescribed therein and to the full extent allowed
A Director of the RRF shall not be liable to the RRF for monetary damages for breach of fiduciary duty as a director; provided, however, that this provision does not eliminate or limit the liability of a Director for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law.

The RRF shall indemnify each present and future Director and Officer of the RRF, and his or her heirs, executors and administrators, to the full extent allowed by the laws of the State of Pennsylvania, both as now in effect and as hereafter adopted. To the extent permitted by the Pennsylvania Nonprofit Foundation Act, as amended, the rights of indemnification provided in this Article shall be in addition to any rights to which any such Director, Officer, employee, or other person may otherwise be entitled by contract or as a matter of law.

The RRF shall have the power by action of the Board of Directors to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, or agent of the RRF, or who, while a Director, Officer, employee, or agent of the RRF, is or was serving at the request of the RRF as a corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as a Director, Officer, employee, or agent, whether or not the RRF would have the power to indemnify him or her against such liability.
The Board of Directors shall have the power to select depositories for the funds of the RRF and power to direct the method and manner of signing checks, notes, and other instruments binding on the

15) REMUNERATION & COMPENSATION

Directors of the RRF shall receive no compensation for their services to the Board or the RRF for their duties in their elected office.
Board members will be reimbursed for out-of-pocket expenses related to the performing of their RRF duties according to the Policies and Procedures Manual.

The RRF Directors will not be compensated for professional services provided to the RRF.

16) REMOVAL OF DIRECTORS

Any Director may be removed without cause by a vote of two-thirds of the Directors then in office.

17) RESIGNATION OF A DIRECTOR

A Director may resign by tendering notice in writing to the Board of Directors, Chairman, or the Executive Director. A resignation shall be effective when notice thereof is so delivered, unless the notice specifies a later effective

18) RELIANCE UPON INFORMATION, OPINIONS, REPORTS, OR STATEMENTS

To the full extent allowed by law, a member of the Board of Directors, or a member of any committee of the Board of Directors, shall, in the performance of his or her duties, be protected in relying in good faith upon information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(a) One or more Officers or employees of the RRF, or the Executive Director, whom the Director reasonably believes to be reliable and competent in the matters presented;

Legal counsel, public accountants, or other persons as to matters the Director reasonably believes are within the person's professional or expert competence; or
A committee of the Board of Directors of which he or she is not a member if the Director reasonably believes the committee merits
EXECUTIVE DIRECTOR
1. The Board of Directors may appoint an Executive Director who shall be responsible to the Board of Directors for the day-to-day running of the RRF and its affairs. The Executive Director shall attend Board The Executive Director shall be entitled to speak at Board Meetings. The Executive Director shall not constitute a member of the Board for the purposes of determining a quorum, nor shall the Executive Director have a vote. The Executive Director shall not be present during the Board's discussion of matters relating to the employment of the Executive Director.
AUTHORITY AND PROCEDURE
1. All meetings of the Directors and of any sub-committee of the RRF shall be conducted in accordance with Roberts Rules of Order in so far as they do not conflict with these Where there is a conflict between Roberts Rules of Order and these bylaws, either as to substance or interpretation, these bylaws shall prevail.
ANNUAL GENERAL MEETING
1. The Board of Directors shall convene an Annual General Meeting of the RRF in accordance with Article 7 Notice convening the meeting shall be sent to each member at least 28 days prior to the date of the meeting. At the Annual General Meeting of the RRF, the Directors shall transact the following business:
  - Receive a report by the Secretary on the proceedings of the RRF during the preceding year, which shall include a statement of the number of members in each category of membership at the end of the said fiscal
  - Receive the Audited Accounts for the said fiscal year and a report by the Treasurer on the financial state of the RRF during the said
  - Approve the appointment of the Auditors for the current year and to approve their
  - Elect candidates to vacancies on the Board of Directors in accordance with Article 8(ii)(c)
  - Approve the appointed candidate of Independent Director in accordance with Article 8(ii)(b)
  - Ratify the election of candidates nominated by Directors of the Rolls-Royce Owners Club in accordance with Article 8(ii)(a) above to vacancies on the Board of
  - Install the newly elected Board
  - Consider and vote on any motion properly submitted for consideration at the meeting either by the Board or by the
  - Open the meeting to members for general questions and comments to the Board.

MEETINGS OF THE BOARD OF DIRECTORS
1. An Annual Meeting of the Board of Directors shall be held immediately following the AGM or as soon thereafter as
2. At least one other regular meeting of the Board of Directors shall take place in person or telephone or internet-based platform at such time and place as the Board shall

All meetings of the Board of Directors shall be in public, except when the Board by majority vote decides that a particular part of a meeting shall be in executive session.

The Chairman shall be the Chairman of the Board and shall preside at the AGM, or in the absence or incapacity of the Chairman, the next senior officer taken in the order set out in Article 10 above shall take the

SPECIAL MEETINGS OF THE BOARD OF DIRECTORS
1. A special meeting of the Board of Directors may be called by the Chairman at such times as the Chairman shall deem necessary, or by a majority of Directors by written request.
2. Notice of any meeting of the Board of Directors shall be given to each Director at least 14 days before the date of the

Such notice must be in writing, and may be communicated in person, by email or other form of communication, or by mail or private carrier.

A waiver of any notice under Article 23(ii) above shall require at least two-thirds (2/3) approval by the Board of

24) QUORUM

A Quorum for an Annual General Meeting of the Foundation shall be 10 members in person or by proxy.
1. A Quorum for the Board of Directors shall at all times be a minimum of 50% of the Directors elected and serving in
2. If a quorum is present when a vote is taken, the affirmative vote of a majority of Directors present at the time of the vote is the act of the Board of Directors, except where the vote of a greater proportion of the Directors is required by these Bylaws or by the Pennsylvania Nonprofit Foundation Act. Such a vote would be in connection with transactions involving Director and Officer conflicts of interest; Bylaw amendments; charter amendments; mergers; and the sale, lease, exchange or other disposition of all or substantially all of the RRF's assets other than in the regular course of

When a quorum is once present at a general meeting of the Foundation or at a meeting of the Board of Directors, it is not broken by the subsequent withdrawal of any of those

25) DECISIONS OF THE BOARD OF DIRECTORS

Any act by a majority of Directors present and voting at a Board meeting under this Article shall be an act of the Board of
Meetings of the Board of Directors or any sub-committee of the Board of Directors may be held by conference telephone call or by an internet meeting platform.

Each Director shall be entitled to cast one

Cumulative and proxy votes shall not be taken into account in any Meeting of the Board of Directors or any sub-committee of the

26) COMMITTEES

The Chairman or the Board of Directors may create such committees as may be determined to be helpful in discharging the Board's
Each such committee shall consist of such persons, whether Directors or others, as may be approved by the Board of Directors,

Each committee shall perform such functions as may be lawfully assigned to it by the Board of

So far as applicable, the provisions of these bylaws relating to meetings, notice and waiver of notice of meetings, and quorum voting requirements of the Board of Directors shall apply equally to the
All such committees shall be sub-committees of the Board of Directors and shall be subject to the authority of the Board of
In any contentious matter involving either directly or indirectly a committee or sub- committee, the decision of the Board of Directors shall be final and

27) RECORDS

The Board of Directors shall maintain permanent records of all their proceedings and shall retain a permanent record of the proceedings of all committees of the RRF.
These records, and the books and financial records of the RRF, shall be kept at the office of the RRF specified in Article 4 above or such place or places as the Board of Directors may from time to time

All of these books and records shall be subject to the inspection of any Director during normal business hours at the said offices of the RRF. The RRF shall keep a copy of the following records at its principal office:

The charter or restated charter and all amendments currently in effect;
These Bylaws;
A list of the names and business and/or home address of each of its current Directors and Officers;
All annual reports and records of Annual General Meetings;
In so far as permitted by law in the country of residence, the name and address of each current member of the
The minutes of all meetings of the Board and of all the committees and subcommittees.

28) CONSENT OF DIRECTORS IN LIEU OF MEETING

Any action required or permitted to be taken at a meeting of the Board of Directors or a committee thereof may be taken without a meeting, provided:

All Directors or committee members consent to taking such action without a meeting, then the affirmative vote of the number of Directors or committee members that would be necessary to authorize or take such action at a meeting is the act of the Board of Directors or committee thereof, as the case may be, and such action must be evidenced by one (1) or more written consents describing the action taken, signed by each Director or committee member, and indicating each signatory's vote or abstention on the action, and such written consent or consents shall be included in the minutes or filed with the corporate records reflecting the action
For the avoidance of doubt, written consents and signatures may be given by electronic
Any action taken under this Section shall be effective when the last Director or committee member signs the consent, unless the consent specifies a different effective
A consent signed under this Section shall have the effect of a meeting vote and may be described as such in any
1. Nothing in this Section shall be used to approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the RRF's assets; elect, appoint or remove Directors or fill vacancies on the Board of Directors or on any of its committees, or amend or repeal the charter of these Bylaws or adopt new
MEMBERSHIP
1. Primary classes of Membership
  - Regular members - Regular members shall pay the annual dues and be entitled to all the rights and privileges of membership in the
  - Life Members - Life membership is available to those individuals who make a single payment to be determined periodically by the Board of Directions that entitles them to lifelong membership in the RRF without additional dues
  - Benefactors - Benefactors are those individuals who have made a single donation as prescribed by the Policy and Procedures Manual and shall not be subject to annual
2. Other classes of Membership
Honorary Membership - At the Board's discretion, honorary membership may be granted to individuals or corporations deemed worthy of such distinction; honorary members shall not be subject to annual
Other types of membership may be prescribed by the Board of Directors from time to time according to the best interest of the RRF.
- Member Voting at Annual General Meeting (AGM)
Regular Members, Life Members and Benefactors shall all be entitled to vote at an Annual General Meeting. Honorary and other members shall be entitled to attend an AGM but shall not be entitled to vote at that meeting.
1. Eligibility for Membership
Membership in the RRF shall be open to any person who supports the mission and purposes of the RRF and who complies with the requirements set forth in these
1. Prospective members
Prospective members shall apply for membership by submitting an official application to the RRF at its Administrative Offices as set out in Article 4 above or by online application.
1. Dues
Annual dues shall be determined by vote of the Board of
Annual dues shall be assessed on a basis consistent with the RRF fiscal
The Board may also designate member benefits for each type of
- Termination, Suspension, Membership Renewal

Where annual dues are payable, all privileges of membership shall cease if a member's dues are unpaid thirty (30) days after a final notice has been sent.
A member may resign by letter or email addressed to the RRF. Membership shall cease upon receipt of such letter or email
The Board may expel any member whose conduct is judged to be not in keeping with the stated goals of the RRF or whose conduct is judged to be harmful to the interests of the RRF, Rolls-Royce Motor Cars Limited, Bentley Motors North America, or who uses the title or office of the Foundation for commercial or any other improper benefit or purpose or whose actions are likely to bring the name of the RRF and the trademarks and trade names of Rolls-Royce Motor Cars Limited into Any violation by a member of the License Agreement between RRF and Rolls-Royce Motor Cars shall cease and may result in expulsion of the member from membership in the Foundation.
DUTIES OF ELECTED OFFICERS

CHAIR

The Chair of the Foundation shall:

Be the chief executive officer of the corporation.
Preside as Chair at all meetings of the Directors.
Have general and active management of the affairs of the corporation.
See that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the Directors to delegate any specific powers, except as may be by statute exclusively conferred on the Chair or to any other Directors of the corporation.
Execute all documents requiring a seal, under the seal of the corporation.
Be an ex officio member of all committees, except the Nominating Committee, and shall have the general powers and duties of supervision and management usually vested in the office of Chair.
Serve as Chair of the Executive Committee.

VICE CHAIR

The Vice Chair of the Foundation shall:

Act in all cases for and as the Chair in the Chair's absence or incapacity.
Serve as a member of the Executive Committee.
SECRETARY

The Secretary of the Foundation shall:

Attend all meetings of the Board of Directors and record all votes, attendance at the meetings, and minutes of all proceedings, the written records of which shall be the property of the Foundation and retained as permanent records of the Foundation.
Give, or cause to be given, notice of all meetings of the Board of Directors, and keep a record of all members of the Board of Directors and the address to be used for each member for purposes of giving notice of meetings.
Perform such other duties as are generally performed by a Secretary of a Foundation and such duties as may be prescribed from time to time by the Board of Directors or the Chair.
Be responsible for conducting elections of Directors.
In the absence of the Secretary or in the event of his or her inability or refusal to act, any Assistant Secretary appointed by the Chair may perform the duties of the Secretary, and when so acting shall have the powers and be subject to all the restrictions upon the Secretary.
Serve as Chair of the Policies & Procedure & Bylaws Committees. Serve as a member of the Executive Committee.

TREASURER

The Treasurer of the Foundation shall:

Be responsible to the Board of Directors for all the financial matters of the Foundation.
Have custody of the Foundation’s funds and securities.
Keep, or cause to be kept, full and accurate account of financial transactions in the records of the Foundation.
Deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Foundation in such depositories as may be designated by the Board of Directors.
Disburse or cause to be disbursed the funds of the Foundation as required in the ordinary course of business or as may be ordered by the Board, receiving proper receipts for such disbursements.
Render to the Chair and Directors at the regular meetings of the Board, or whenever they may require it, an account of all financial transactions and the financial condition of the Foundation.
Perform such other duties as are generally performed by a Treasurer of a foundation and such duties as may be prescribed by the Board of Directors or the Chair.
Serve as Chair of the Finance & Budget Committee.
Prepare and present books and papers of the RRF to the appointed auditors for annual audit in sufficient time for a financial statement, including a profit and loss account and balance sheet, to be circulated to the membership with the notice convening the Annual General Meeting.
Serve as a member of the Executive Committee.
In the event of his or her inability or refusal to act, any Assistant Treasurer appointed by the Chair may perform the duties of the Treasurer, and when so acting shall have the powers and be subject to all the restrictions upon the

31) PROCEDURE FOR AMENDMENT OF THESE BYLAWS

Suggested amendments to the bylaws shall be submitted to the Board of Directors for consideration at a meeting of the Board, and the Board shall vote on the proposed amendments at the subsequent meeting of the Board, or by mail, no later than ninety (90) days following the date of the first meeting.
Approval of the amendments by the Board shall be by simple majority vote of the Board of Directors.

After approval by the Board of Directors, the amendments to the bylaws will be published in RRF publication(s) and on the RRF website and prior to the next Annual General Meeting.

The amended bylaws as approved by the Board of Directors shall be put before the membership at the next Annual General Meeting of the Foundation for approval and shall come into force at the conclusion of the Annual General Meeting at which they are approved by the membership.
An amendment to these bylaws shall come into full force and effect at the conclusion of the Annual General Meeting at which it is
For the avoidance of doubt, amendments to procedural and other matters in the Policies and Procedures Manual specifically incorporated into these bylaws by reference shall not require adoption at an Annual General Meeting before coming into force.

In the event any provision of these Bylaws or of the Policies and Procedures Manual is found invalid under the laws of the State of Pennsylvania or other competent jurisdiction, the invalid provision or provisions shall be deemed to be altered in such manner as is necessary to conform to the prevailing law. Notwithstanding such alterations, as may be necessary, all other provisions of these Bylaws and the Policies and Procedures Manual shall remain in full force and effect as written.

Rolls-Royce Foundation

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