Approved March 16, 2015
Approved by Board of Education on March 16, 2015
BY-LAWS
OF
STARK COUNTY COMMUNITY UNIT
SCHOOL DISTRICT #100 FOUNDATION
(also known as
STARK COUNTY EDUCATION FOUNDATION)
ARTICLE I—PURPOSE
The Stark County Education Foundation (“Foundation”) is formed under the authority of the Board of Education of the Stark County Community Unit School District #100. The Foundation is organized and shall be operated exclusively for charitable and educational purposes, and to engage in any lawful act or activity for which corporations may be organized under the General Not for Profit Corporation Act of Illinois. The Foundation is a corporation designated to develop and provide a permanent source of supplemental funding for improving the quality of education. The Foundation is formed as a mechanism through which community resources can be allocated for beneficial non-mandatory school programs. Foundation funds will be used to promote and enhance the education within District 100 in partnership with business and the greater community. The Foundation is to raise and disburse funds only for the use and benefit of the students and staff of the Stark County Community Unit District #100 (“School District”).
ARTICLE II—OFFICES
The Foundation shall continuously maintain a registered office in the State of Illinois and a registered agent at such office. The Foundation may have other offices within or without the state.
ARTICLE III-MEMBERS
The Foundation shall have no members.
ARTICLE IV---BOARD OF DIRECTORS
Section 1. Creation. The Board of Directors of the Stark County Community Unit School District #100 (“Foundation Board”) is formed under the authority of the Board of Education of the Stark County Community Unit School District #100 (“Board of Education”).
Section 2. General Powers, Authority and Responsibility. The affairs of the Foundation shall be managed by its Foundation Board.
General Powers. The Foundation Board shall have the general power to conduct activities for the Foundation which include, but are not to be limited to, the following identified below. Nothing in the general powers of the Foundation Board shall be construed as finite but rather a general statement of broad direction.
1. Approve such rules, regulations, and procedures as are necessary for the operation of the Foundation. The Board of Education shall be advised of all such rules, regulations and procedures.
2. Schedule and conduct Foundation meetings.
3. Create and appoint members to committees of the Foundation.
4. Disseminate information regarding the Foundations activities.
5. Elect officers of the Foundation.
6. Raise funds for the Foundation.
7. Keep the Board of Education advised relative to the policies and guidelines for the solicitation and distribution of Foundation funds.
8. Modify restrictions on the distribution of funds as designated by the donor, if the restrictions become obsolete.
9. Determine investment policy, including the designation of a depository for the Foundation’s funds.
Authority and Responsibility. The authority and responsibilities of the Foundation Board shall include but are not limited to:
1. Establish fund-raising procedures
2. Develop application procedures for requesting Foundation funds.
3. Accept and review applications for funding.
4. Recommend or select applications and the amount of funds to be distributed.
5. Set time limits as necessary for processing applications.
6. Determine methods to evaluate the results of Foundation funded activities.
7. Issue reports relative to the results of Foundation funded activities.
Limitations of Foundation Board’s General Power and Authority.
The Foundation Board, while exercising broad power and authority in all areas relative to the Foundation, shall keep the Board of Education advised in matters of any major fund solicitations or distributions.
Section 3. Number and Standing Members of Foundation Board of Directors. The number of directors shall be sixteen (16). The number of directors may be increased or decreased to any number from time to time by amendment of the Section. Directors shall be designated by appointment by the Board of Education and shall be as follows:
1. The Superintendent of Schools (being considered ex-officio with no voting rights).
2. Two (2) members of the Board of Education are to serve on the Foundation Board as representatives of the Board of Education. It shall be the responsibility of said representatives to maintain open communications between the Board of Education and the Foundation Board.
3. Up to four (4) Faculty Members chosen by the Stark County Education Association, all of whom shall be responsible for serving as liaisons for the staff and students of District #100.
4. The balance to complete the number of required directors appointed by the District #100 Board of Education whom shall be responsible for representing the public interest of District #100.
Section 4. Term of Office. Selection by the Board of Education shall be made at its meeting held in July of each year, for a term of office beginning July 1 and ending June 30. Foundation Board members shall serve three year terms and have the right to be reappointed by the Board of Education
Section 5. Vacancies. Any vacancy occurring in the Foundation Board of Directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Education. The Board of Education shall appoint a replacement no later than the second regularly scheduled meeting of the Board of Education after the occurrence of the vacancy or the expansion of the board is approved. A director selected to fill a vacancy shall serve for the unexpired term of his or her predecessor. A pending vacancy may be filled prior to the effective date of departure of the current board member, but the successor shall not take office until the effective date.
Section 6. Resignation of Directors. A director may resign at any time upon written notice to the Foundation Board and the Board of Education. A resignation is effective when the notice is delivered unless the notice specifies a future date.
Section 7. Removal of Directors. A director may be removed for cause by an affirmative vote of a majority of the members of the Foundation Board as approved by the Board of Education.
Section 8. Compensation of Directors. Foundation Board members shall not receive any stated salaries for their services. Nothing herein in this section shall be construed as precluding any Foundation Board member from serving the Board of Education in any other capacity and receiving reasonable compensation therefore.
Section 9. Annual Meeting. An annual meeting of the Foundation Board shall be held in September of each year, upon 15 days notice as provided by the Secretary of the Foundation Board.
Section 10. Regular Meetings. The Foundation Board may provide, by resolution, the time, date and location for the holding of regular meetings of the Board without other notice than such resolution. Such meetings shall normally be held at least quarterly.
Section 11. Special Meetings. Special meetings of the Foundation Board may be called by or at the request of the Foundation’s Board President or any three or more members of the board. The person or persons authorized to call special meetings of the board may fix any location as the place for holding any special meeting of the board called by them.
Section 12. Notice. Notice of any special meeting of the Foundation Board shall be delivered to all members of the board (or to their residence) at least forty-eight (48) hours before the special meeting except that no special meeting of directors may recommend removal of a director unless written notice of the proposed removal is delivered to all directors at least 20 days prior to such meeting.
Notice of any special meeting of the Foundation Board may be waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
Section 13. Quorum. One third of the current number of voting directors on the Foundation Board shall constitute a quorum for the transaction of business at any meeting of the board of directors, provided that if less than one-third of the directors are present at said meeting, a majority of the directors present may adjourn the meeting to another time without further notice. (Any vacant positions shall not be counted toward the calculation for a quorum.)
Section 14. Manner of Acting. The act of a majority of the Foundation Board present at the meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute, these by-laws, or the articles of incorporation.
Section 15. Action without Meeting. Any action required to be taken at a meeting of the Foundation Board, or any other action which may be taken at a meeting of the board of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors entitled to vote with respect to the subject matter thereof.
Section 16. Public Attendance at Meetings. All meetings shall remain open to the public unless the Foundation Board determines there is just cause to close the meetings. A vote of the majority of those board members present at the meeting shall be required to close the meeting.
ARTICLE V—OFFICERS
Section 1. Enumeration. The officers of the Foundation Board shall be members of the board of directors. The Foundation Board shall elect the offices of president, vice-president, secretary and treasurer. The Foundation Board may also elect one or more additional vice-presidents, one or more assistant secretaries or assistant treasurers and such other officers as it shall deem appropriate. Officers whose authority and duties are not prescribed in these by-laws shall have the authority to perform the duties prescribed, from time to time, by the Foundation Board. Any two or more offices may be held by the same person, except the offices of president and secretary.
Section 2. Term of Office. The officers of the Foundation shall be elected annually by the Foundation Board at the regularly scheduled third quarter meeting. Vacancies may be filled or new offices created and filled at any regularly scheduled meeting of the Foundation Board. Officers may be elected or reelected.
Section 3. President. The president shall be the principal executive officer of the Foundation. Subject to the discretion and control of the Foundation Board, the president shall have general supervision, direction and control of the business and affairs of the Foundation and shall perform all duties incident to the office of president and such other duties as may be assigned to him or her by the Foundation Board.
Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Foundation or a different mode of execution is expressly prescribed by the Foundation Board, the president may execute for the Foundation any contracts, deeds, mortgages, bonds or other instruments which the Foundation Board has authorized to be executed, and he or she may accomplish such execution either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the Foundation Board, according to the requirements of the form of the instrument. The president may vote all securities which the Foundation is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the Foundation by the Foundation Board.
Section 4. Vice President. The vice president shall perform such duties and have such other powers as shall be assigned to him or her by the president or the Foundation Board. Further, in the absence of the president or in the event of his or her inability or refusal to act, the vice president shall perform the duties of the president and when so acting, shall have all the powers of and be subject to all the restrictions upon the president.
Section 5. Secretary. The secretary shall keep a record of all proceedings of the Foundation Board in a book to be kept for that purpose; see that all notices are duly given in accordance with the provision of these by-laws or as required by law; be custodian of the records of the Foundation; and perform all duties incident to the office of the secretary and such other duties as from time to time may be assigned to him or her by the president or by the Foundation Board.
Section 6. Treasurer. The treasurer shall ensure the Foundation Board’s financial policies are being followed with integrity; provide a quarterly report to the Foundation Board on fund balances, expenditures and revenues; prepare any required financial reporting forms and submit those forms on a timely basis to the required authority; accept, document and record contributions; maintain bank and investment accounts; oversee all financial transactions; and perform other responsibilities as assigned by the Foundation President.
Section 7. Removal of Officers. An officer may be removed by the Foundation Board, whenever in its judgment the best interests of the Foundation would be served. Removal requires an affirmative vote of a majority of the members of the Foundation Board then in office present and voting at a meeting of the board of directors at which a quorum is present.
ARTICLE VI—COMMITTEES
Section 1. Creation. The Foundation Board, by resolution adopted by a majority of the board members in office, may designate one (1) or more committees, each of which shall consist of two (2) or more board members and such other persons as the Foundation Board shall appoint, however, a majority of any committee’s membership shall be directors.
Section 2. Quorum. Unless otherwise provided in the resolution of the Foundation Board designating a committee, a majority of any committee shall constitute a quorum, and a majority of committee members present and voting at a meeting at which a quorum is present is necessary for committee action.
Section 3. Manner of Acting. Each committee, to the extent provided in the resolution creating such committee and except as limited by law or these by-laws, shall have and exercise the authority of the Foundation Board in the management of the Foundation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Foundation Board, or any individual board member, of any responsibility imposed upon it or him or her by law. Unless otherwise provided in the resolution creating a committee, such committee may select its chairman, fix the time and place of its meetings, specify what notice of meeting, if any, shall be given, and fix its rules of procedure which shall not be inconsistent with these by-laws or with rules adopted by the Foundation Board.
ARTICLE VII—GENERAL PROVISIONS
Section 1. Contracts. The Foundation Board may authorize any officer or officers or agent or agents of the Foundation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation and such authority may be general or confined to specific instances.
Section 2. Deposits. All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositories as the Foundation Board may select.
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 Foundation shall be signed by such officer or officers or agent or agents of the Foundation and in such manner as shall from time to time be determined by resolution and approval by the Foundation Board. In the absence of such determination of the Foundation Board, such instruments shall be signed and countersigned by two Foundation officers designated by the Foundation Board at the annual meeting. If one of the designated officers is unavailable, such instruments may be countersigned by the District Superintendent.
Section 4. Gifts. The Foundation Board may accept on behalf of the Foundation any contribution, gift, bequest, or devise for the general purposes or for any special purposes of the Foundation.
Section 5. Financial Transactions. Any financial transactions shall be handled through the Treasurer of the Foundation once approval has been granted for the transactions by the Foundation Board.
Section 6. Fiscal Year. The fiscal year of the Foundation shall be January 1 through December 31.
Section 7. Waiver of Notice. Whenever any notice is required to be given under law, the articles of incorporation or the by-laws of the Foundation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE VIII—INDEMNIFICATION AND INSURANCE
Section 1. Actions Against Directors, Officers, Employees, and Agents of the Foundation. The Foundation may 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 proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Foundation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Foundation, or who is or was serving at the request of the Foundation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceedings, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Foundation, and, with respect to any criminal action or proceeding, 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 he or she reasonably believed to be in, or not opposed to, the best interests of the Foundation, or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.
Section 2. Actions Taken on Behalf of the Foundation by Directors, Officers, and Agents. The Foundation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Foundation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Foundation, or is or was serving at the request of the Foundation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees)actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Foundation, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Foundation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses as the court shall deem proper.
Section 3. Indemnification of Expenses Incurred. To the extent that a director, officer, employee or agent of the Foundation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VIII or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
Section 4. Authorization of Indemnification. Any indemnification under Sections 1 and 2 of this Article VIII or (unless ordered by a court) shall be made by the Foundation only as authorized in the specific case, upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VIII. Such recommendation shall be made (i) by the Foundation Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding and approved by the Board of Education, or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion and approved by the Board of Education.
Section 5. Advancement of Expenses. Expenses incurred in defending a civil or criminal action suit or proceeding may be paid by the Foundation in advance of the final disposition of such action, suit or proceeding as authorized by the Foundation Board and approved by the Board of Education in the specific case, upon receipt of an undertaking by or on behalf of the director, officers, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Foundation as authorized in this Article VIII.
Section 6. Exclusivity and Duration. The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 7. Insurance. The Foundation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Foundation, or who is or was serving at the request of the Foundation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Foundation would have the power to indemnify such person against such liability under the provision of this Article VIII.
Section 8. Reporting of Indemnities Paid. If the Foundation has paid indemnity or has advanced expenses under this Article to a director, officer, employee or agent, the Foundation shall promptly report the indemnification or advance in writing to the Board of Education.
ARTICLE IX—AMENDMENTS
The Foundation Board may recommend alterations, amendments or repeal of these by-laws or recommend new by-laws with approval of two-thirds (2/3) of the voting members present at an official meeting. The power to alter, amend, or repeal the by-laws or adopt new by-laws shall be vested in the Board of Education as recommended by the Foundation Board. The by-laws may contain any provisions for the regulation and management of the affairs of the Foundation not inconsistent with law or the articles of incorporation.
ARTICLE X—DISSOLUTION
Upon the dissolution of the Foundation, the Foundation Board shall, after paying or making provision for the payment of all the liability of the Foundation, distribute its assets to the Board of Education, City of Stark County Community Unit School District #100, if at such time it is a qualified educational institution within the meaning of Section 17(c)(1) of the Internal Revenue Code of 1986 as amended from time to time, or if not so qualified, to such organization or organizations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended from time to time, as the Board of Education shall determine. Any of such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Foundation is then located exclusively for such purposes or to such organization or organizations as said court shall determine which are organized and operated exclusively for such purpose.
ARTICLE XI—PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Roberts Rules of Order Newly Revised shall not strictly govern, but rather, shall serve as a guide for the proceedings of the Foundation except in such cases as are superseded by these by-laws.