Jefferson Clemente Foundation
BYLAWS
Revised November 6, 2010
ARTICLE I - NAME, PURPOSE.
Section 1: The name of the organization shall be Jefferson Clemente Foundation.
Section 2: The Jefferson Clemente Foundation is organized exclusively as an educational foundation within the meaning of the Section 501 (c) (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 and private schools, agencies and businesses.
Section 3: Vision, Mission and Objectives Statements will be reviewed annually, or as needed / directed by the President and/or the Board of Directors.
Section 4: The foundation is committed to a volunteer board, and does not charge administrative fees.
ARTICLE II – MEMBERSHIP.
Section 1: The Board of Directors will consist of a President, Vice President, Secretary, Treasurer and up to five Directors-at-large.
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 with the power to vote on all matters (other than when a conflict of interest disqualifies a member from voting). 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.
ARTICLE VII – INDEMNIFICATION.
Section 1. To the full extent permitted by the Washington Nonprofit Corporation Act, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the right of the corporation or otherwise)by reason of the fact that he is or was a director or officer of the corporation or otherwise) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, against expenses (including attorneys’ fees) judgments, fines, and amount paid in settlements actually and reasonably incurred by him in connection with such action, suit or proceeding; and the Board of Directors may, at any time approve indemnification of any other person whom the corporation has the power to indemnify under the Washington Nonprofit Corporation Act. The indemnification provided by this section shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract.
ARTICLE VIII – CONFLICT / DISCLOSURE OF INTERESTS.
Section 1. The Jefferson Clemente Foundation considers it a duty to conform to the highest ethical standards and complies with all applicable state and federal laws. To do so, officers, board members, employees, staff, students, and associated entities must either avoid conflicts of interest or disclose all conflicts of interest that arise so that the Foundation can work with the affected individual to manage, reduce, or eliminate those conflicts.
Section 2. A Conflict of Interest Review Committee shall be established which will consist of all remaining board members. The COI Committee has the responsibility and authority to (1) assess whether a potential conflict exists, (2) assess the extent of the conflict and (3) manage, reduce or eliminate the conflict based on federal and state law.
ARTICLE IX – WHISTLE BLOWER & DOCUMENT RETENTION.
Section 1. The Jefferson Clemente Foundation supports whistleblower protection rights and encourages employees to halt, report or testify about credible information on employer acts that are illegal or unhealthy, without fear of employer retaliation.
Section 2. Document Retention follows IRS regulations which depend on the action, expense, or event the document records. Some examples include: keep copies of filed tax returns indefinitely; keep all employment tax records for at least 4 years after the date that the tax becomes due or is paid, whichever is later; keep records for 3 years from the date of original return when a claim for credit or refund is filed or 2 years from the date that tax was paid, whichever is later; and for 7 years when a claim is filed for a loss from worthless securities or bad debt deduction.
ARTICLE X – REVIEW and/or AVAILABILITY OF DOCUMENTS.
Section 1. It is the intention of the Jefferson Clemente Foundation to make appropriate information, including but not limited to the Articles of Incorporation, By-laws, Corporate Minutes and 990 forms available to the public using a website and/or upon request.
Section 2. Board members are to be given the opportunity to review annual 990 statements by email prior to submission to the Internal Revenue Service.
ARTICLE XII – RACIAL NONDISCRIMINATORY POLICY
Section 1. Jefferson Clemente Foundation does not discriminate on the basis of race, ethnicity, color, creed, religion, national origin, gender, sexual orientation, age, marital status, the presence of any sensory, mental or physical disability, use of a trained guide dog or service animal by a disabled person, specially disabled veteran, veteran of the Vietnam era, recently separated veteran, and other protected veteran status in its administration of educational policies, programs or activities or employment.
These Bylaws were approved at a meeting of the Board of Directors of the Jefferson Clemente Foundation on November 6, 2010.
Signed:
JEFFERSON CLEMENTE FOUNDATION
Anna C. Brown, President
Paula Hill, Secretary
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