8. Upon the incorporation of the foundation and the establishment of the first board of trustees, the board shall adopt bylaws setting forth the structure, offices, powers and duties of the foundation, based upon the following guidelines:
a. Members of the board of trustees of the foundation shall serve without compensation, but shall be entitled to reimbursement for necessary expenses incurred in the performance of their duties.
b. The chairperson may appoint such subcommittees as deemed necessary or desirable, and if a subcommittee is appointed, the members of the subcommittee shall elect one of the members to serve as chairperson and one of the members to serve as vice-chairperson of the subcommittee.