Bylaws
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OF SCHOOL DISTRICT NO. 150 EDUCATION FOUNDATION, INC.
PURPOSES The purposes for which School District No. 150 Education Foundation, Inc. is formed are to provide support for School District No. 150 Schools, its faculty and students, and promote sponsor and carry out educational objectives within School District No. 150 Schools. ARTICLE II. OFFICES The principal office of the corporation in the State of Idaho shall be located in the City of Soda Springs, County of Caribou. ARTICLE III. MEMBERS Section 1. Class of Members. This corporation shall have one class of members. Section 2. Number and Manner of Selection. The number of members of the corporation shall be the same as the number of members of the Board of Education of School District No. 150. The terms of the members of the corporation shall run concurrently with the terms of the members of the Board of Education of School District No. 150. Vacancies for the unexpired term of any member shall be filled by appointment of the members of the corporation. Prior to the expiration of the term of any member of the corporation, the members of the corporation shall appoint a successor to said member at the annual meeting of the members. Section 3. Meeting. The annual meeting of the members shall be held on the first Tuesday in the month of July in each year, beginning with year of 1986, or at such other day within such month as shall be fixed by the members, for the purpose of electing directors and transaction of such other business as may come before the meeting. All other meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by or at the direction of the Superintendent of School District No. 150, the Chairman of the Board of Education, or by a majority of the members of the corporation. Section 4. Place of Meeting. The members may designate any place, either within or without the State of Idaho, as the place of meeting for any annual meeting or other meeting. Section 5. Notice of Meeting. Written notice stating the place, day and hour of the meeting and the purposed for which meeting is called, shall unless otherwise prescribed by statute, be delivered not less that ten (10) days or more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the Superintendent of School District No. 150 or the Chairman of the Board of Education, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage paid thereon. Section 6. Quorum of Members. A majority of the members entitled to vote, represented in person, shall constitute a quorum at a meeting of the members. The vote of the majority of the votes entitled to be cast by the members present shall be the act of the members. Section 7. Voting of Members. Each member shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of the members. Section 8. Proxies. No member may vote by proxy. Section 9. Informal Action by Members. Any action required or permitted to be taken at a meeting of the members may be taken without a meeting, if a consent in writing, setting forth the actions so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof. ARTICLE IV. DIRECTORS Section 1. Number. The number of Directors of such Corporation constituting the initial Board of Directors shall be eleven (11), which number may be increased or may be decreased from time to time, by resolution of the members of the Corporation. Section 2. Manner of Selection. The manner of selecting members of the Board of Directors of the corporation (with the exception of two members) and of filling vacancies on said board shall be by appointment of members of the Corporation, upon the recommendation of the Board of Directors of the corporation. However, one of the directors shall be the vice-chairman of the Board of Education of School District No. 150 and one other director shall be the Superintendent of School District No. 150 or his designee. Section 3. Term. All directors shall serve for a period of three (3) years, except the vice-chairman of the Board of Education and the Superintendent of the School District or his designee, who shall serve during their tenure of said offices; provided, however, that the initial directors shall be divided into three (3) classes whose terms of office shall expire at different times, but no term shall continue longer than three (3) years. All directors shall serve until the expiration of their respective terms and until their respective successors are elected and qualified. Directors may be appointed or elected to successive terms. The members of the Corporation may remove any Director at any time. Section 4. Vacancies. Vacancies for the unexpired term of any director shall be appointed by members of the Corporation upon the recommendation of the Board of Directors. Section 5. Powers. The Board of Directors shall manage and govern the business and affairs of the Corporation and in connection wherewith, the Board may exercise all of the powers granted the Corporation under the Articles of Incorporation. Section 6. Meetings. (a) Regular Meetings. The Board of Directors shall meet regularly on a bi-monthly basis. The first meeting held each calendar year shall be the annual meeting. The time and place of each regular meeting shall be fixed by the President of the Board, and written notice of such time and place shall be given each Director at least ten (10) days before the selected date. (b) Special Meetings. Special meetings may be called be the President of the Board on his/her own motion, or by the written request of the Directors. Written notice of the time, place and subject matter of each special meeting shall be given to each Director at least ten (10) days before the meeting date, unless such notice is waived in writing or by attendance. (c) Written Concurrence. Written concurrence by a member of the Board in any action taken at a meeting at which he is not present shall be equivalent to an affirmative vote at the meeting. (d) Action in Lieu of Meeting. Any board action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall consent to such action in writing. Such written consent shall be made a part of the minutes of the proceedings. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Section 8. Quorum. A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board, and, except as may otherwise be required by law or the Articles of Incorporation, the act of majority of the Directors present at the meeting at which a quorum is present shall be the act of the Board. Section 9. Compensation. No Director shall receive, directly or indirectly, any compensation for his or her services as Director. The Board may authorize reimbursement of reasonable expense incurred by Board members. ARTICLE V OFFICERS Section 1. Number and Qualifications. The officers of the Corporation shall consist of a President of the Board, a Vice President of the Board, and Executive Secretary and a Treasurer. The Board of Directors may appoint such other assistant offers as it may, from time to time, determine and may define their powers and duties. Section 2. Election. The officers of the Corporation shall be elected at the annual meeting of the Board of Directors and each shall hold office until the next annual meeting, or until his/her successor shall have been elected. A vacancy in any office may be filled by the Board of Directors for the balance of the vacant term. Section 3. Duties. The duties of the officers of the Corporation shall be as follows: (a) President. The President shall preside over all meetings of the Board and shall have primary responsibility in the Corporation’s relations with the School District No. 150. The President shall also cooperate and consult with and advise the other officers of the Corporation in the discharge of their functions. (b) Vice-President. The Vice-President shall have full authority to act for the President in his/her absence or incapacity. (c) Executive Secretary. The Executive Secretary shall be the executive officer and secretary of the Corporation and shall be responsible for the proper follow up of the plans, activities and projects of the Corporation. ARTICLE VI. Section 1. Standing Committees. There shall be two (2) Standing Committees of the Directors, as follows: (a) Executive Committee. An Executive Committee consisting of three members of the Board of Directors shall be appointed by the President, subject to the approval of the Board. During the intervals between meetings of the Board, the Executive Committee shall have and may exercise on behalf of the Board all of the authority of the Board in respect to the management of the Corporation. The Executive Committee shall report its acts to the Board at its meetings for approval. (b) Finance Committee. A Finance Committee consisting of the Treasurer and two other members of the Board of Directors, appointed by the President with approval of the Board, shall advise the Treasurer and the Board in regard to the investments and general fiscal policy of the Corporation. Section 2. Other Committees. The Board of Directors may from time to time create additional committees with such powers and duties as the Board may prescribe. ARTICLE VII. EXECUTION OF INSTRUMENTS Section 1. Contracts and Instruments. Contracts and other instruments (not including routine instruments) to be executed by the Corporation shall be signed, unless otherwise required by law, by the Superintendent of School District No. 150 (or his designee) and the President or the Vice-President, and the Executive Secretary. The Executive Secretary, signing alone, is authorized and empowered to execute in the name of this Corporation all routine instruments arising in the day to day operation of this Corporation. The Board of Directors may authorize any person or persons, whether or not an officer of the Corporation, to sign any contract or other instrument, and may authorize any such officer or other person to delegate, in writing, all or any part of such authority to any other person or persons. Section 2. Notes, Checks and the like. All notes, drafts, acceptances, checks, endorsements and all evidences of indebtedness of the Corporation shall be signed by the Superintendent of School District No. 150 (or his designee) and such person or persons and in such manner as the Board of Directors may from time to time determine. ARTICLE VIII. GIFTS AND CONTRIBUTIONS Section 1. Solicitations. Contributions and gifts shall be solicited by representatives of the Corporation to promote, sponsor and carry out the purposes of this Corporation. Section 2. Deposit and Use of Contributions. Unless otherwise provided by the donor, all contributions received by the Corporation shall be deposited and held by the Treasurer of the Corporation and may be used and disbursed by the Board of Directors to promote, sponsor and carry out educational activities and objectives of School District No. 150 provided, however, that no disbursement shall be made without the express written permission of the members of the Corporation. Section 3. Restricted Gifts. The limitations and restrictions upon any grant, gift, donation, bequest or devise shall be observed strictly except and unless it shall be determined by the Board of Directors and the members of the Corporation that changed conditions or other reasons shall have rendered the application of the gift, donation, bequest or devise for the purpose provided illegal, unnecessary or impracticable or that the purposes of the gift, donation, bequest or devise have been fulfilled or become impossible of fulfillment, in which event said funds shall be administered for such other purpose of the Corporation as will best carry out the intentions of the donor or testator and as may be sanctioned by law. Section 4. Operating Expenses. The operating expenses of the Corporation shall be defrayed by funds contributed directly to the corporation. ARTICLE IX. LIABILITY AND INDEMNIFICATION The members, directors, officers and employees of this corporation shall not be individually or personally liable for the debts or obligations of the Corporation and shall be indemnified by the Corporation against all financial loss, damage, cost and expenses (including attorney’s fee) reasonable incurred by or imposed upon them in connection with or resulting from any civil or criminal action, suit, proceeding, claim or investigation in which they may be involved by reason of any action taken or omitted to be taken by them in good faith as such member, director, officer or employee of the Corporation. (a) Prudent Care. Such indemnification is subject to the condition that a majority of a quorum of the Board of Directors comprised of those Directors who are not parties to such action, suit, proceedings, claim or investigation or, if there be no such quorum, independent counsel selected by a quorum of the entire Board of Directors, shall be of the opinion that a person involved exercised and used under the circumstances, or that such person took or omitted to take such action in reliance upon advice of counsel for the Corporation or upon information furnished by an officer or employee of the Corporation and accepted in good faith by such person. (b) Benefit. The indemnification provided herein shall inure to the benefit of the heirs, executors, or administrators of any member, director, officer or employee and shall not be exclusive of any other rights to which such party may be entitled by law or under any resolutions adopted by the board. ARTICLE X. AUDIT, FISCAL YEAR AND AMENDMENT OF BY-LAWS After the close of each fiscal year the Board of Directors shall cause an audit of all corporate assets and accounts to be made by the auditors who are required by law to audit School District No. 150 each year. Section 1. Fiscal Year. The fiscal year shall begin July 1st and shall end June 30th. Section 2. Reports to Directors. The President shall furnish a report annually to all Directors and the Board of Education of School District No. 150. Section 3. Amendments. These By-laws may be amended by the affirmative vote of two-thirds (2/3) of the Directors present and voting at any meeting at which a quorum is present, with the prior written approval of the members of the corporation. No action shall be taken to amend any by-laws unless written notice of the proposed amendment (s) shall have been given at least ten (10) days prior to the meeting if delivered by first call mail or a minimum of forty-eight (48) hours prior to the meeting if the notice is delivered personally. APPROVED and adopted by Resolution of the Board of Directors this ______ day of _____________, 1985. _________________________ Chairman of the Board ATTEST:
______________________________ Executive Secretary |