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Sample By-Laws

AMENDED BY-LAWS OF
THE CASHION EDUCATION FOUNDATION, INC 

ARTICLE I 

CORPORATE IDENTITY 

Section 1. The name of this corporation is The Cashion Education Foundation, Inc.  

Section 2. The principal offices of this corporation shall be Cashion Public School, 3rd and Guthrie, Cashion, OK 73016.  

Section 3. The registered agent of this corporation shall be ______________. The corporation shall have and continuously maintain in the State of Oklahoma a registered office and a registered agent.  

Section 4. Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as except organizations under Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.  

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization except from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code. 
 

ARTICLE II 

MEMBERSHIP 

Section 1. Membership of the corporation shall be made up of adult persons committed to the preservation and improvement of the Cashion school system.  

Section 2. Cashion High School and Cashion Elementary School shall each designate one faculty member to serve as a liaison between their school and this foundation.  

Section 3. The foundation may by vote of its Board, designate persons who may become honorary or lifetime members.  

Section 4. "Board" for the purposes of commencement of corporate activities shall be those persons signatory to the Articles of Incorporation until such time as the first post-incorporation meeting of the membership is held.

ARTICLE III 

BOARD OF DIRECTORS 

Section 1. The business and affairs of this corporation shall be controlled by a Board of Directors. The Board of Directors shall have all power and authority provided by law for like corporate entities.  

Section 2. The number of voting directors shall not be fewer than five nor exceed twenty-five. The exact number for any given fiscal year shall be determined at the annual membership meeting.  

Section 3.  
i. The directors shall be elected for a term of three years or until a successor is elected.  
ii. Prior to the annual meeting, the president shall appoint a nominating committee consisting of not less than three directors. For the purposes of the initial meeting, the steering committee shall propose a slate of directors to be voted on by the membership at large.  
iii. In order to implement rotating terms for the Board of directors, one-third of the directors shall be elected for a term of one year; one-third of the directors shall be elected for a term of two years; and one-third of the directors shall be elected for a term of three years. At all subsequent elections, all directors shall be elected for a term of three years.  

Section 4. A simple majority of the directors, present and in person, shall constitute a quorum for the transaction of business at any meeting of the board, except that if less than such number of directors is present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice until a quorum is present. In no event shall a quorum be called in any meeting with less than one-third of the voting directors present.  

Section 5. The Board of Directors shall meet at least four times per year.  

Section 6. In the event a vacancy occurs, the vacancy may be filled by nomination of a substitute in open meeting. The board of directors as a whole, if otherwise present in quorum, shall vote on the successor director, who shall be nominated from among the then-existing membership.  

Section 7. The term of a director may be declared vacant by virtue of that director's absence at three consecutive board meeting.  

Section 8. The Vice-President of the Cashion Board of Education shall serve as an advisory ex officio member of the Board of Directors. No member of the Cashion School Board shall be a voting member during his or her term in that office. Nothing in this article shall prohibit the giving or soliciting of advice or counsel by or from the Board of Education or its individual members.

ARTICLE IV 

CORPORATE ACTION 

Section 1. The act of majority of directors present in person at a meeting at which a quorum is present shall be the act of the board of directors.  

Section 2. No action of the board of directors shall be valid unless taken at a meeting at which a quorum is present except that any action which may be taken at a meeting may be taken without a meeting if a consent in writing (setting forth the action so taken) shall be signed by each director entitled to vote and is filled with the minutes of proceedings of the board of directors.  

Section 3. The president, or in his or her absence, the vice-president, shall preside at meeting s of the board of directors. The board of directors may adopt its own rules of procedure which shall not be inconsistent with the bylaws. In the absence of supervening board rules, the then current edition of Robert's Rules of Order shall govern meeting procedure and decorum.  

ARTICLE V 

OFFICERS 

Section 1. The officers of the corporation shall be President, Vice-President, Secretary and Treasurer.  

Section 2. The officers of the corporation shall be elected annually by the Board of Directors, immediately following the election of directors, at the regular annual meeting. Vacancies may be filled at any meeting of the board of directors. Each officer shall hold office until his successor shall have been duly elected and qualified.  

Section 3. President. Subject to the control of the board of directors, the president shall have general supervision of the affairs of the foundation. The president shall preside at all meetings of the board of directors, and shall have such other duties as prescribed by the board. The president shall serve as an ex officio members of all sub-committees created, with the exception of the nominating committee.  

Section 4. Vice-President. In the absence of the president, the vice-president shall perform the duties of the president. The vice-president shall have such other duties as assigned by the board.  

Section 5. Secretary. The secretary shall act as secretary of all meetings of the board of directors and be responsible for minutes of all meetings. The secretary shall perform such additional duties as shall be assigned by the Board.  

Section 6. Treasurer. The treasurer shall serve without bond and be responsible for the accounting of all monies of the foundation, including depositing and/or investing them in accordance with policy adopted by the board. The treasurer shall be the chairman of the finance committee and shall have such additional powers and duties as may be assigned by the board. The treasurer shall also have the responsibility shall preserve and maintain the records as required for annual audit.

ARTICLE VI 

COMPENSATION 

Section 1. Neither the members of the foundation, nor officers thereof, shall receive, directly or indirectly, any compensation for their service. Provided, nothing herein shall prevent reimbursement for expenses incurred on behalf of the foundation.

ARTICLE VII 

COMMITTEES

Section 1. Except as otherwise provided, the president shall appoint members and designate the chair of standing and other committees. The chairman of each standing committee members may be selected from the membership at large.  

Committees shall serve at the pleasure of the board under such rules and regulations as the board may approve.  

Section 2. There shall be an executive committee composed of the officers of the foundation. The executive committee shall meet at the call of the president or any tow officers to conduct the affairs of the foundation between meetings of the board. All actions taken by the executive committee shall be subject to board ratification or veto.  

Section 3. Standing committees. a. Allocations - Responsible for the review of proposals and recommendations for program allocations.  
b. Finance - Responsibilities shall include fact finding for the board of matters relating to the financial administration of the foundation, and preparation of the annual budget for presentation to the board. The chair of the finance committee shall be the treasurer.  
c. Fund raising - Responsibilities shall include planning for the solicitation of contributions and other fund raising activities in support of the foundation's purposes.  
d. Public information - Responsibilities shall include planning a program to gain understanding and acceptance of the foundation by the community, development of portfolio and newsletters, and all other public relations functions.  
e. Nominating - Responsibilities shall be to nominate directors at each annual meeting or to nominate directors to fill vacancies as they occur. The president shall not serve on this committee which ideally, shall be composed of other board members and the membership at large.  
f. Grants - Responsibilities shall include identifying and applying for grants consistent with the purpose of the Foundation to assist and support the public school system of Cashion, Oklahoma.  

Section 4. The board may create other committees as needed.

ARTICLE VIII 

CORPORATE OBJECTIVES 

Section 1. The objectives of this foundation shall be:  
a. To receive, raise and administer funds for scientific, educational and charitable purposes and, to that end, to take and hold by bequest, device, grant, gift, purchase or otherwise property or other items of value and invest, reinvest or deal with it and with the principal or income thereof in such manner as in the judgment of the board of directors, will best promote the purposes of the corporation, except such limitations, if any, as may be contained in the instrument under which such property is received, the articles of Incorporation, these Bylaws, or applicable law.  
b. Without limitation on the foregoing, one of the principle purposes of this foundation shall be the fostering of educational opportunities for the youth of the Cashion school system through making of grants and-or contributions to the educational institutions of this school system to enable them to meet the expenses of education and provide a higher quality of education.  
c. To do any and all acts and things, and to exercise any and all powers which it may now or hereafter be lawful for this foundation to do or exercise under and pursuant to the laws of the State of Oklahoma for the purpose of accomplishing any of the purposes of this foundation.,  
d. The purposes for which this corporation is organized shall be confined to those which are scientific, educational and charitable in aid of academic pursuits of the students in the Cashion school system.  
e. The corporation shall not engage nor shall any of its funds, property of income be used in carrying on propaganda or otherwise attempting to influence legislation, nor shall the foundation participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.  
f. It is not the purpose of this corporation to be an adjunct or alternative to public school funding or budgeting and it shall not permit itself to be seen or used in that manner. It is, rather, the purpose of the corporation to provide educational, charitable and scientific funding for academic purposes beyond those ordinarily funded by the school system.  
g. Discretionary funding of any endeavor by this corporation shall not be subject to the control of outside entities, either public or private. It is the duty of the directors, and each of them, to protect and preserve the autonomy of both the corporation and its assets.

ARTICLE IX 

MISCELLANEOUS

Section 1. Corporate seal. The Board of Directors, with input from the membership, shall agree upon a corporate seal, which seal shall be in the charge of the Secretary and shall be inscribed with the foundation's official name.  

Section 2. The Board shall make available a written report annually to all members of the foundation and the public.  

Section 3. The Bylaws may be amended by the affirmative vote of the majority of the qualified directors present and voting at any meeting at which a quorum is present. No action shall be taken to amend any bylaw unless written notice of the proposed amendment (s) shall have been given to the Board of Directors at least ten days prior to the meeting delivered by first class mail or a minimum of 48 hours prior to the meeting if the notice is delivered personally.

ARTICLE X 

Section 1. It is the intention of the corporation to conduct its affairs in such a manner as to maximize the opportunity for input by the membership and utilize the talents and abilities of each to the greatest extent possible.  

Section 2. Notwithstanding the foregoing, the liabilities and responsibilities of the board of directors shall not be diminished, delegated or abdicated.  

Section 3. An annual meeting shall be held each March at such date and time and place as the board shall determine.  

Section 4. The Board shall call meetings of the membership from time to time as it deems necessary or advisable.  

Section 5. Notice of the annual meeting shall be given to board members not more than thirty days nor less than ten days in advance. Notice of quarterly meetings shall be given to Board members by mail a minimum of four days prior to the meeting by personal delivery not less than 48 hours prior to the meeting. All meetings shall be announced to the public at large by posting notice at the Cashion Public Schools, City Hall, Community State Bank and such other public places as the Board may designate.  

Section 6. Directors may waive notice of meeting in writing. Such written waiver shall become a part of the minutes.  

Section 7. Nothing in this article shall prohibit executive committee action as set forth above. Moreover, nothing in this article shall prohibit action taken by telephonic meeting of the directors should the necessity of circumstances warrant. All such actions shall be recorded in the minutes of proceedings and reported to the membership at large at the next regular meeting.

ARTICLE XI 

The corporation shall, in all things, act or refrain from acting so as not to subject itself to taxes imposed by 4941 (Self-dealing), 4942 (failure to distribute income), 4944 (investments jeopardizing charitable purposes) or 4945 (taxable expenditures) of the IRC or corresponding portions of federal internal revenue law.

ARTICLE XII 

The foregoing Bylaws, after having been read, article by article, were adopted by the interim board of directors and certified by the interim secretary of the Cashion Education foundation, Inc., at the meeting held on the 24th day of February , 1997. The interim board pledges that these by-laws shall be submitted for ratification by the duly elected post-incorporation directors as early as practicable.