Restatement of Bylaws at the request of the Board of Directors March 29, 2008
Jefferson County Education Foundation
BYLAWS
ARTICLE I - NAME, PURPOSE
Section 1: The name of the organization shall be Jefferson County Education Foundation.
Section 2: The Jefferson County Education Foundation is organized exclusively as an educational foundation within the meaning of the Section 501©(3) of the Internal Revenue for the purpose of enhancing opportunities that meet the life-long learning and employment needs of Jefferson County citizens and to develop, implement and fund innovative and/or educational programs in cooperation with public schools and private business.
Section 3: Vision, Mission and Objectives Statements will be reviewed annually, or as needed / directed by the President and/or the Board of Directors.
ARTICLE II - MEMBERSHIP
Section 1: The Board of Directors will consist of a President, Vice President, Secretary, Treasurer, Affiliate Member Advocate for the Majority of affiliate members and a maximum of one additional Affiliate Member, if available, and up to three Directors-at-large. Past presidents who are not serving an active term on the board shall be considered honorary non-voting members of the board and may attend board meetings in an advisory capacity.
Section 2: Program Affiliate membership shall consist only of Affiliates that have requested and received approval to participate as an Affiliate by a majority of votes of the Board of Directors at any meeting. A signed, written Memorandum of Agreement will be required for all new Affiliates prior to acceptance by the Board of Directors. General and Administrative costs and the number of Affiliates will be considered when determining fees to be charged to Affiliate Member. Fees and criteria for membership will be re-evaluated periodically and established by a vote of the majority of the Board of Directors at any meeting.
Section 3: A Program Affiliate Member may resign from the Foundation upon written notification to the Board of Directors and payment of any fees / expenses due. An Affiliate Member may be expelled by a two-thirds vote of the Board of Directors for conduct prejudicial to the aims or reputation of the Foundation.
ARTICLE III - MEETINGS
Section 1: Scheduled Meetings are the annual meeting, which shall be held on the first Saturday in November and the semi annual meeting, which shall be held the last Saturday in March of each year at a time and place set by the Board of Directors.
Section 2: The President or any member of the Board of Directors may call special meetings.
Section 3: Notice of each meeting shall be given to each voting member, by email, not less than ten days before the meeting.
ARTICLE IV - BOARD OF DIRECTORS
Section 1: The Board is responsible for overall policy and direction of the Foundation, and shall delegate responsibility for day-to-day operations. The Board shall have up to nine and not fewer than seven members. The board receives no compensation other than reasonable expenses.
Section 2: Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.
Section 3: All Board members shall serve one year terms, but are eligible for re-election.
Section 4: A quorum must be attended by at least simple majority of the Board members before business can be transacted or motions made or passed.
Section 5: A special Board meeting requires that each Board member have written notice by email two weeks in advance.
Section 6: There shall be four Officers of the Board consisting of a President, Vice President, Secretary and Treasurer. Their duties are as follows:
The President shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Board to preside at each meeting in the following order: Vice-President, Secretary and Treasurer.
The Vice-President will chair committees on special subjects as designated by the Board and shall exercise the powers, authority and duties of the President in his/her absence.
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained.
The Treasurer shall make a report at each Board meeting. The Treasurer shall have the authority to write checks and make deposits in accordance with directives noted in the Minutes of Meetings. The Treasurer shall chair the Finance Committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 7: When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.
Section 8: Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has two unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
ARTICLE V – EMPLOYEES.
Section 1. Employees shall be employed or discharged by the Board of Directors. Duties of employees shall be in writing by the direction of the Board of Directors.
ARTICLE Vl – AMENDMENTS.
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
These Bylaws were approved at a meeting of the Board of Directors of the Jefferson County Education Foundation on March 29, 2008
Signed:
JEFFERSON COUNTY EDUCATION FOUNDATION
James P. Hodgson, President
Anna C. Brown, Secretary
No comments:
Post a Comment