BYLAWS
BYLAWS
OF
THE GMG COMMUNITY SCHOOL DISTRICT
FOUNDATION
(Reviewed and edited 8/17/2021)
This Foundation was formed on the 18th day of September, 1995.
ARTICLE 1
OFFICES, CORPORATE SEAL
Section 1. Registered Office. The Registered Office of the Foundation in Iowa shall be that set forth in the Articles of Incorporation, or in a resolution of the Trustees filed with the Secretary of State changing the Registered Office.
Section 2. Other Offices. The Foundation may have such other offices, within or without the State of Iowa, as the Trustees shall from time to time determine.
Section 3. Corporate Seal. The Foundation shall have no corporate seal.
ARTICLE II
BOARD OF TRUSTEES
Section 1. Members. This Foundation shall have no members. All corporate actions shall be approved by the Board of Trustees as provided in these Bylaws. All rights which would otherwise rest in the members shall rest in the Trustees.
Section 2. General Powers. The property, affairs, and business of the Foundation shall be managed by the Trustees.
Section 3. Property. No Trustee shall have any right, title or interest in or to the property of the Foundation.
Section 4. Number, Qualification and Term of Office. The initial members of the Board of Trustees shall be appointed by the Board of Directors of the GMG Community School District. The number of Trustees shall be not less than eleven (11). However, the number of voting Trustees may be increased or decreased to any odd number by the vote of the Trustees. Any change in the number of Trustees shall receive the approval, by resolution, of the Trustees before it becomes effective. All Trustees shall be appointed by those remaining duly qualified Trustees. The superintendent of schools or designee and the president of the Board of the GMG Community School District or designee will hold permanent official seats with a vote. The remaining Trustees shall hold office until the annual meeting three (3) years following election and until a successor shall have been elected or until death. Except for the superintendent and president or other designees, the initial Board of Trustees shall draw lots for initial terms of office. The term of office for approximately one-third of the Trustees shall expire each year. Except for the Superintendent and the President of the Board of the GMG Community School District, the Trustees who have served a full three year term may be re-elected to not more than two (2) successive terms. Members of the first appointed Board of Trustees who do not initially serve a full three year term may serve no more than a total of eleven (11) successive years. Persons who would be described in Section 4946(a)(A) or (c) through (G) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended, shall never constitute more than one-third of the Trustees of this Foundation; and such persons, together wit representatives of banks or trust companies which serve as Trustees, investment advisors, custodians or agents for or with respect to fund of or held for the benefit of this Foundation, shall never constitute more than one-half of the Trustees of this Foundation.
Section 5. Resignation. A Trustee of the Foundation may resign at any time by giving written notice to the chairman of the Board or to the secretary of the Foundation. The resignation of any Trustee shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6.
a. Vacancies. Any vacancy in the Board of Trustees caused by completion of a term by death, resignation, disqualification, removal, or any other cause, shall be filled by a majority vote of the Board of Trustees, subject to ratification of the nomination and approval by action of the Board of Directors of the GMG Community School District, and the Trustees so elected shall hold office for the remaining term or the designated term of that Trusteeship.
b. Special Appointments. In response to unique and generous gifts to the Foundation, the Executive Committee may increase the number of the Board of Trustees and appoint the donor or designee as a Trustee.
Section 7. Place of Meeting. The Board of Trustees may hold its meetings at such place or places within the State of Iowa, as it may choose.
Section 8. Annual Meeting. As soon as practical and not more than sixty (60) days after the beginning of a new fiscal year, the annual meeting of the Foundation shall be held for the purpose of election of officers of the Foundation and any other business or transactions as shall come before the meeting. Notice of the annual meeting shall be given in writing (could be posted electronically) not less than ten (10) days prior to said meeting date.
Section 9. Regular Meeting. Regular meetings of the Board of Trustees shall be held, including a spring scholarship meeting and additional meetings as determined by the Board of Trustees, at such time and place within the State of Iowa as the Board may determine by resolution adopted by a majority of the whole Board of Trustees. Notice of regular meetings shall be given five (5) days prior to the meeting.
Section 10. Special Meeting: Notice. Special meetings of the Board of Trustees shall be held whenever called by the chairman of the Board or by three or more of the Trustees. Notice of such special meeting shall be mailed (could be electronically) to each Trustee, at his or her residence or usual place of business, at last five (5) days before the day on which the meeting is to be held, or to be delivered personally or by telephone, no later than two (2) days before the day on which the meeting is to be held. Each notice shall state the time and place of the meeting but need not state the purpose thereof except as otherwise herein expressly provided. Any meeting of the Trustees shall be a legal meeting without any notice thereof having been given if all of the Trustees of the Foundation than in office are present or waive such notice in writing.
Section 11. Quorum and Manner of Acting. Except as otherwise provided by statute or by these Bylaws, a minimum of fifty-one percent (51%) of the Trustees shall be required to constitute a quorum for the transaction of business at any meeting, and the act of a majority of the Trustees present at any meeting at which a quorum is present shall be the act of the Board of Trustees. In the absence of a quorum, a majority of the Trustees present may adjourn any meeting until a quorum be had. Notice of any adjourned meeting need not be given.
Section 12. Removal of Trustees. Any Trustee may be removed, with the exception of the seats held by the superintendent of schools and the president of the board of GMG Community School District, or their designees, with or without cause at any time. Removal shall be by a vote of a majority of the Trustees of the Foundation at a special meeting of the Trustees called for that purpose. Prior notice must be given in writing ten (10) days prior to such a meeting and the vacancy in the Board of Trustees caused by any such removal shall be filled in the manner specified in Section 6 of this Article.
Section 13. Proxies. Proxies are not allowed or used, unless necessary to establish a quorum.
ARTICLE III
OFFICERS
Section 1. Number. The Board officers of the Foundation shall be a chairman, a secretary, a treasurer, and two (2) vice-chairs and such other officers as may be appointed by the Board.
Section 2. Election, Term of Office and Qualifications. All officers shall be elected annually by the Trustees of the Foundation, except in the case of officers appointed in accordance with the provisions of Section eight (8) of this Article, each shall hold office for a period of one (1) year and until a successor shall have been duly elected and qualified or until death, resignation, or removal in the manner hereinafter provided. Officers shall be Trustees.
Section 3. Resignations, Removal and Vacancies. An officer may resign at any time by giving written notice of resignation to the Board of Trustees, the chair or the secretary. Such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
An officer may be removed, with cause, by vote of the Board of Trustees at a meeting called for that purpose, and such purpose shall be stated in the notice or waiver of notice of such meeting unless all the Trustees of the Foundation shall be present thereat.
A vacancy in an office because of death, resignation, removal or any other cause shall be filled for the unexpired portion of the term in the manner prescribed in these Bylaws for election or appointment to such office.
Section 4. Chair of the Board. The chair shall assume all duties normally associated with that office. The chair shall conduct the meetings of the Foundation and the Executive Committee and when present, preside at all meetings of the Trustees. He or she shall see that all orders and resolutions of the Board are carried into effect. The chair, with the proper signature of one other duly qualified officer of the Foundation, may execute and deliver in the name of the Foundation, any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the Foundation, including without limitation, any instruments necessary or appropriate to enable the Foundation to donate income or principal of the Foundation to or for the account of such organizations, causes, and projects described in the Articles of Incorporation o the Foundation as the Foundation was organized to support. The chair shall have other duties as may from time to time be prescribed by the Board of Trustees.
Section 5. Vice-Chairs. Each vice-chair shall be elected by the Board of Trustees, shall have such powers and shall perform such duties as may be specified in the Bylaws o prescribed by the Board of Trustees or by the chair of the Board. In the event of absence or disability of the chair, the vice-chair shall succeed to the power and duties in the order designated by the Board of Trustees.
Section 6. Secretary. The secretary or designee shall see that the proceedings of the meeting of the Board of Trustees are kept and shall, when directed to do so, notify the Trustees of all meetings, and perform such other duties as may from time to time be prescribed by the Board of Trustees or by the chair, and in general, shall perform all duties incident to the office of the secretary.
Section 7. Treasurer. The treasurer shall cause to be kept accurate accounts of all moneys of the Foundation received or disbursed and shall deposit all moneys, drafts, and checks in the name of an to the credit of the Foundation in such banks and depositories as the Board of Trustees, by resolution, shall from time to time designate. The treasurer has the power to endorse for deposits all notes, checks and drafts received by the Foundation, cause to be rendered to the chair and the Trustees, whenever required, an account of all transactions as treasurer and of the financial condition of the Foundation, and perform such other duties as may from time to time be prescribed by the Board of Trustees or by the chair and, in general, shall perform all duties incident to the office of the treasurer.
Section 8. Other Officers and Delegation of Duties. The Foundation may have such other officers and agents as may be deemed necessary by the Board of Trustees who shall be appointed in such manner, have such duties and hold their offices for such terms as may be determined by resolution of the Board of Trustees. The Trustees are authorized to delegate the duties of any officer to another Trustee and to generally control the action of the officers and require the performance of duties in addition to that provided in these Bylaws.
Section 9. Election Procedure. The slate of officers shall be presented for vote at the annual meeting. A vote of a majority of duly qualified Trustees shall be required to elect officers.
Section 10. Compensation. All member of the Board of Trustees shall serve without compensation except that actual expenses authorized by the Board of Trustees may be reimbursed.
Section 11. Bond. An officer or Trustee, if required by the Board of Trustees, shall give bond in a sum and with security as the Trustees may specify for the faithful performance of duties.
ARTICLE IV
COMMITTEES
Section 1. Executive Committee. The Executive Committee shall consist of the officers of the Foundation. The duties of the Executive Committee shall be to transact necessary business between meetings of the Board of Trustees and such other business as may be provided for it elsewhere in these Bylaws or as may be referred to it by the Board of Trustees. Meetings of the Executive Committee may be called by the Chairman or by a majority of the Committee. The Executive Committee may create such standing committees as may be required to promote the purpose, objects and interests of the Foundation. Except for scholarships and fundraising, the chairman of the standing committee shall be appointed by the Chairman of the Foundation. The term of office of committee chairman shall be the same as for officers. A majority of the Executive Committee shall constitute a quorum. Any action which might be taken at a meeting of the Executive Committee may be taken without a meeting if a written consent to such action is signed by all members of the Executive Committee.
Section 2. Scholarship and Fundraising Committee. The Board of Trustees shall appoint a Scholarship Committee and a Fundraising Committee, specify their duties and designate Trustees to serve as chairs of each committee.
Section 3. Other Committees. The Board of Trustees and the Executive Committee may act by and through such other committees as may be specified in resolutions adopted by a majority of the whole number of Trustees or adopted by a majority of the Executive Committee. Each committee shall have such duties and responsibilities as are granted to it by the Board of Trustees or by the Executive Committee. Each committee shall at all times be subject to the direction of the chair.
ARTICLE V
FISCAL AGENTS
This Foundation may designate such fiscal agents, investment advisors and custodians as the Board of Trustees may select by resolution. The Board of Trustees may, at any time, with or without cause, discontinue the use of the services of any such fiscal agent, investment advisor or custodian.
ARTICLE VI
FIDUCIARY RESPONSIBILITY
It shall be the policy of this Foundation that the Board of Trustees shall assume and discharge fiduciary responsibility with respect to all funds held or administered by this Foundation.
ARTICLE VII
FUNDS
Nothing to the contrary withstanding, all funds utilized for the purpose of the Foundation shall be deposited in the lawful depository of this Foundation and be disbursed only by resolution of he Board of Trustees or as provided in the budget, or as required by existing contracts previously approved by the Board of Trustees.
ARTICLE VIII
EXECUTION OF INSTRUMENTS
Section 1. Checks and Debt Instruments. All checks, promissory notes, bonds, debentures and such other obligations drawing upon the funds of this Foundation shall require the signature of any officer or officers of this Foundation designated by the Board of Trustees.
Section 2. Contracts, Deeds, and Leases. All contracts, deeds, and leases shall be signed by the chair or a vice-chair and co-signed by the secretary or treasurer upon resolution approving such instrument by the Board of Trustees.
ARTICLE IX
POLICIES WITH RESPECT TO DISTRIBUTION OF
PRINCIPAL AND INCOME AND RELATED MATTERS
Section 1. Distributions. It shall be the policy of this Foundation to make distributions for one or more of the educational purposes for which is was organized, including administrative expenses and amounts paid to acquire an asset used (or held for use) directly in carrying out one or more of its purposes, in an amount determined by the Board of Trustees to be appropriate. To the extent permitted by law the special instructions, provisions, or restrictions made with grants, donations, gifts or bequests shall be carried out and honored. In any such distribution of funds, no discrimination shall be made on account of the age, sex, color, religious affiliation, disability or national origin of the individuals or programs to be benefited thereby.
1.1 It is the intent of the GMG Foundation to pay scholarships directly to the school (University, College, Trade) for items essential for the education of the student. This could include tuition, textbooks, school issued computer, vocational tools, fees and room and board only when paid directly to the school.
1.2 Deferments of the GMG Foundation scholarship money must be requested in writing to the GMG Foundation Treasurer. Deferments can be held for two semesters, but if not used by the beginning of the third semester, the money will revert back to the GMG Foundation for handling. Any request for extension longer than described above must be approved by the Foundation.
Section 2. No Self-Dealing. It shall be the policy of this Foundation not to engage in any act which would constitute “self-dealing” as defined in Section 4941(d) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended.
Section 3. No Jeopardy Investments. It shall be the policy of this Foundation to assure that no funds, whether title thereto is vested in this Foundation or is vested in a trust for the benefit of this Foundation, are invested or reinvested in such a manner as to jeopardize the carrying out of any educational purposes for which this Foundation is organized.
Section 4. Expenditure Responsibility. It shall be the policy of this Foundation that this Foundation, through its Board of Trustees, will exercise “expenditure responsibility,” as defined in Section 4945(h) (1) and (2) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended, with respect to all grants and distributions.
Section 5. Conflict of Interest. It shall be the policy of this Foundation and the responsibility of individual Trustees to avoid conflict of interest in the conduct of the affairs of the Foundation. Trustees shall abstain from deliberation or votes on scholarships or grants to any member of their families or their relatives.
ARTICLE X
BOOKS OF RECORD, AUDIT, FISCAL YEAR, BOND
Section 1. Books and Records. The Board of Trustees of this Foundation shall cause to be kept:
1.3 Records of all proceedings of the Board of Trustees and Committees thereof;
1.4 All financial statements of this Foundation;
1.5 Articles of Incorporation and Bylaws of this Foundation an all amendments thereto and restatements thereof; and
1.6 Such other records and books of account as shall be necessary and appropriate to the conduct of the corporate business.
Section 2. Audit and Publication. The Board of Trustees shall cause the records and books of account of this Foundation to be audited at least once in each fiscal year in such a manner as may be deemed necessary or appropriate, and also shall make such inquiry as the Board of Trustees deems necessary or advisable into the condition of all trusts and funds held by any Trustee, agent, or custodian for the benefit of this Foundation, and shall retain such person or firm for such purpose as it may deem necessary or appropriate. Final Audit report will be due by April 15th of each year. Copies of the audit will be provided to the Directors of the GMG Community School District.
Section 3. Fiscal Year. The fiscal year of the Foundation shall end on June 30 of each year.
Section 4. Bond. The Foundation shall obtain bond on such people and in such amounts as may from time to time be deemed necessary by the Board of Trustees.
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice is required to be given by these Bylaws or any of the corporate laws of the State of Iowa, such notice may be waived in writing, signed by the person or persons entitled to said notice.
ARTICLE XII
INDEMNIFICATION
This Foundation shall indemnify any present or former Trustee, officer, volunteer or agent of this Foundation to the fullest extent possible against expenses, including attorneys’ fees, judgments, fines, settlements and reasonable expenses, actually incurred by such person relating to conduct as a Trustee, officer, volunteer or agent of this Foundation, except that the mandatory indemnification required by this sentence shall not apply (i) to a breach of the duty o loyalty to the Foundation; (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law; (iii) for a transaction from which such person derived an improper personal benefit; or (iv) against judgments, penalties, fines and settlements arising from any proceeding by or in the right of the Foundation, or against expenses in any such case, where such person shall be adjudged liable to the Foundation.
Service on the Board of Trustees, or as an officer, volunteer or agent thereof, is deemed by this Foundation to have been undertaken and carried on in reliance by such persons on the full exercise by the Foundation of all powers of indemnification which are granted to it under this Article ad the Iowa Nonprofit Corporation Act as amended from time to time. Accordingly, the Foundation shall exercises all of its powers whenever, as often as necessary and to the fullest extent possible, to indemnify such persons. Such indemnification shall be limited or denied only when and to the extent provided above unless the Iowa Nonprofit Corporation Act or other applicable legal principles limit or deny the Foundation’s authority to so act. This Article and the indemnification provisions of the Iowa Nonprofit Corporation Act (to the extent not otherwise governed by controlling precedent) shall be construed liberally in favor of the indemnification of such persons.
ACTICLE XIII
PARLIAMENTARY AUTHORITY
Roberts’ Rule of Order, Revised, shall govern all activities of this Foundation except as limited by the Articles of Incorporation or these Bylaws. Such rules may be amended at any time by a majority vote of the Trustees present and constituting a quorum.
ARTICLE XIV
AMENDMENTS
The Board of Trustees may amend this Foundation’s Articles of Incorporation and these Bylaws from time to time to include or omit any provision which could be lawfully included or omitted. Any number of amendments, or an entire revision or restatement of the Articles of Incorporation or Bylaws, may be submitted and voted upon at a single meeting of the Board of Trustees and be adopted at such meeting if a quorum being present and the motion to adopt an amendment receives an affirmative vote of not less than two-thirds of the whole number of Trustees; provided, however, that amendment of Article II of the Articles of Incorporation may be made only with the unanimous approval and resolution of all qualified Trustees.