Bylaws
ARTICLE I
Purpose and Mission
Section 1. Purpose. The Elgin Schools Education Foundation (hereinafter referred to as the “Foundation”) is a broadly-based, non-profit community organization whose purpose is exclusively educational and charitable and is to secure and distribute contributions from individuals, corporations and foundations for the benefit of the Elgin Public Schools, Elgin, Oklahoma, the students attending same and graduates thereof who are continuing their education at institutions of higher learning or vocational technical schools.
Section 2. Mission. To inspire academic excellence by providing resources to enhance education in Elgin Public Schools.
ARTICLE II
Headquarters and Branches
The principal office and headquarters of the corporation shall be in Elgin, Oklahoma.
ARTICLE III
Members
The Foundation shall have no members.
ARTICLE IV
Meetings
Section 1. Annual Meetings.
The Annual Meeting of the Board of Directors of the Foundation shall be held prior to fiscal year end at such date, time, and place as determined by the Executive Committee.
Section 2. Regular Meetings. In addition to the Annual Meeting, regular meetings of the Board of Directors shall be held at least quarterly and shall be called by the President or any two (2) Directors.
Section 3. Special Meetings. Special meetings of the Board of Directors may be called at any time by the President of the board, and in their absence, the Vice President or any 2 members of the board. Any action which might be taken at a meeting of the Board of Directors may be taken without a meeting if a record of memorandum thereof be made in writing and signed by all members of the board.
Section 4. Notice of Meetings. (1) Notice of Annual Meeting shall be given to the Board of Directors not more than thirty (30) days or less than ten (7) days before the meeting. (2) Notice of regular meetings shall be given to the Directors a minimum of 2 days prior to the meeting. (3) Notice of special meetings shall be given to the Directors a minimum of 2 days prior to the meeting. The preferred method of communication is by E-mail; however, any method can meet this requirement. (4) The notice requirements contained in these Bylaws may be waived in writing by any Director. All waivers shall be made part of the minutes of the meeting. (5) Any Board action required or permitted to be taken by the Board may be taken without a meeting, if all at -large Directors shall consent to such action in writing. Such written consent shall be made a part of the official records of this Foundation. Such action by written consent shall have the same force and effect as the unanimous vote of the at-large Directors. E-mail shall be considered “written.”
ARTICLE V
Elections of Board of Directors
Section 1. Election of Board of Directors.
A. Initial Election. For election of the Corporation’s first Board of Directors, the membership shall select a Nominating Committee of five (5) to be chaired by the Elgin Public Schools Superintendent. The Nominating Committee will nominate seven (7) qualified candidates willing to serve as the Board of Directors. At the time the Nominating Committee is selected, a date will be established for a meeting and a vote of the Board of Directors. The Nominating Committee will present the slate of Directors to the voting members for election.
B. Annual Election. At each annual meeting, the members shall elect a Nominating Committee of three (3) members to serve for the ensuing year. The Chairman of the Nominating Committee shall be the immediate past-President of the Board of Directors. At least thirty (30) days before the next annual meeting, the Nominating Committee shall nominate a number of candidates for membership on the Board of Directors, not less than the number to be elected at the ensuing annual meeting. The Committee shall notify the Secretary of the nominations and the Secretary shall, at least ten (10) days before but not more than sixty (60) days before the annual meeting, notify the members of the nominations through the official publication of the Corporation or by personal delivery, by mailing to the last known address of each voting member or by publication in the local newspaper in each of the two (2) weeks prior to the election. The voting members may also make nominations from the floor.
Section 2. Proxy Voting. At any meeting of the corporation, those members present, in person, shall have authority to transact business which may come before the meeting. Voting by proxy shall not be permitted.
ARTICLE VI
Directors
Section 1. Organization. The concerns, direction and management of the affairs of the foundation shall be vested in the Board of not less than five (5), nor more than nine (11) directors. The Superintendent, or someone designated by the Superintendent, of the Elgin Public Schools shall serve as non-voting advisors to the Board of Directors.
Section 2. Qualifications. Only voting members are eligible for election or appointment as directors.
Section 3. Duties. The duties of the Board of Directors shall be: To manage the affairs of the corporation by adopting such policies and procedures as are consistent with the by-laws. To establish such committees as it may deem necessary to carry out the purposes of the corporation, including, but not limited to, an Executive Committee, Finance Committee and Scholarship Committee. To approve the appointment of members to these committees. To make proper arrangements for the custody and distribution of funds. To arrange for appropriate accounting and reports of funds received and disbursed. To employ such personnel as may be deemed necessary to carry out the purposes of the corporation. To take any other action which is in conformity with the purposes of the corporation, as set forth in the Certificate of Incorporation and these by-laws.
Section 4. Terms of Office. The term of office for each Board of Director is three years. No Director can serve more than two consecutive terms for a total of six (6) years.
Section 5. Replacement of Directors. In case any Director shall by death, resignation, incapacity to act, or otherwise cease to be a Director during his or her term, a successor may be chosen by the Board to serve until the next annual meeting of the members. At such meeting, the voting Directors present shall elect a Director to fill the vacated term. The Director filling this term shall be eligible to serve additional terms in addition to the vacated term.
Section 6. Temporary Replacement of Directors. At any time when the number of Directors in the office shall be less than four (4), the Directors remaining in the office shall add to their number until there be not less than five (5) Directors in the office, but no act of this foundation shall be void at any time merely because there be less than four (4) Directors in office.
Section 7. Annual Organizational Meeting of the Board of Directors. An annual organization meeting of the Board of Directors of the foundation shall be held not more than thirty (30) days after each annual meeting of the members of the Corporation. Regular meetings of the Board of Directors shall be held at such times and places as shall be fixed by the Board, provided that the Board of Directors shall meet at least quarterly for the transaction of business.
Section 8. Quorum of the Board of Directors. A majority of the members of the Board of Directors shall constitute a quorum.
Section 9. Attendance Requirements. If any member of the Board of Directors shall be absent without excuse for more than one-third (⅓) of the regular meetings in any one (1) year, he or she shall be deemed to have resigned from office and the vacancy, so caused, shall be filled as herein provided for the filling of vacancies in the membership of the Board of Directors.
Section 10. Majority Vote. Except as otherwise prescribed in these By-Laws, decisions at any meeting of the Board of Directors, the Executive Committee, or other committees, if any, shall be a majority vote of those present and voting. Each director shall have one (1) vote.
Section 11. Email Voting. Directors may vote electronically by E-mail if that is deemed necessary by the President of the Board of Directors.
Section 12. Proxy Voting. Proxy voting is prohibited.
Section 13. Removal from the Board. Any member of the Board of Directors may, without cause, be removed from office at any meeting of the Board by the Executive Committee.
Section 14. Salaries and Expenses. Directors, as such, and members of committees, shall be classified as volunteers and shall not receive any salaries or fees for their services but may be reimbursed for any expenses incurred in fulfilling their duties with prior approval of the Board of Directors.
ARTICLE VII
Officers
Section 1. Officers. At each annual meeting of the Board of Directors, or at any meeting of the Board of Directors called for the purpose of election of officers once a year, the Board of Directors shall elect from its members a President, Vice President, a Secretary, and a Treasurer. It may choose such other officers and committees as the business of the corporation may require. All the officers shall hold office at the pleasure of the Board of Directors, but in no case beyond the time their respective successors shall be elected and shall qualify.
Section 2. Replacement of Officers. Whenever any vacancy shall occur in any office of the Corporation by death, resignation, or otherwise, the vacancy may be filled by the Board of Directors by appointing a replacement to fulfill the remaining term of that officer.
Section 3. The President. The President shall preside over all the meeting of the Corporation, the Board, and the Executive Committee; shall be (ex officio, with vote) a member of all committees of the Board; shall deliver to the annual meeting of the members of the corporation a comprehensive report of the program and policies followed by the Board in the preceding year. No Director shall serve as President for more than two (2) consecutive years. The President shall vote only to break a tie.
Section 4. The Vice President. The Vice President shall fill all functions of the President when the latter for any reason cannot serve. No Director shall serve as the Vice President for more than two (2) consecutive years.
Section 5. The Secretary. The Secretary shall cause minutes to be taken of all meetings of the members of the Corporation and of the Board, and preserved at the office of the Corporation; shall cause notices of annual, regular and special meetings to be sent to members and Directors, and to perform other duties assigned by the Board.
Section 6. The Treasurer. The Treasurer shall cause all monies and securities to be received and deposited in any bank designated by the Board. He or she shall disburse funds in accordance with a budget approved by the Board of Directors. The Treasurer shall submit to the Board and to the annual meeting of the Corporation, an annual report, audited by an independent accountant selected by the Board, of the income and expenditures of the corporation for the preceding year, and of the facilities and assets.
Section 7. Executive Committee. There is hereby created an Executive Committee, to consist of the President, Vice President, Secretary, and Treasurer. The Executive Committee shall, except as limited by the Board of Directors, possess and may exercise and perform each and all of the powers of the Board of Directors when the Board of Directors is not in session. The Executive Committee shall, in its discretion, prescribe the duties of officers and employees of the corporation whose duties are not prescribed by the by-laws or the Board Directors. The Executive Committee shall adopt such rules and regulations for the calling and holding of its meetings and for the transaction of business at such meetings as the Executive Committee shall deem desirable to the extent not inconsistent with the law or these by-laws. Three members of the Executive Committee shall constitute a quorum for the transaction of business, but less than a quorum may adjourn from time to time and from place to place. The vote of a majority of the members present at a meeting at which a quorum is present, or 3 members present, whichever is greater, shall be required to constitute action by the Executive Committee, unless the vote of a greater number shall be required by law. The President shall serve as Chairman of the Executive Committee, and shall preside at its meetings, and in his absence the Vice President of the Board of Directors shall serve as the Chairman. In the absence of both, the Executive Committee shall select one of its members to act as Chairman.
Section 8. Other Committees. The Board of Directors may appoint such other committees and assign to such committees such duties or responsibilities as it may from time to time determine to be in the best interests of this corporation.
ARTICLE VIII
Independent Contractor
The Board of Directors shall have the authority and power to hire any employee or independent contractors to carry out the necessary work and purposes of the Corporation.
ARTICLE IX
Miscellaneous
Section 1. Conduct of Meetings. All meetings of the members of the Corporation, the Board of Directors, and Committees, shall be conducted pursuant to Roberts Rules of Orders as set forth in the last published revision thereof.
Section 2. Fiscal Year. The fiscal year of the foundation shall commence July 1 of each year.
ARTICLE X
Amendments
These Bylaws may be amended by the voting members at any annual meeting, or at a special meeting called for this purpose by the Board of Directors; provided, that a proposal to amend shall be submitted in writing to the Secretary at least fifteen (15) days prior to the meeting. The Secretary shall include the text of the proposed amendment in the notice of the meeting. The Articles of Incorporation may be likewise amended. Bylaws may be amended by the two-thirds (2/3) majority of members present at the annual or special meeting.
ARTICLE XI
Dissolution
Upon dissolution of the Corporation’s affairs, or upon the abandonment of the Corporation’s activities due to its impractical or inexpedient nature, the assets of the Corporation then remaining in the hands of the Corporation shall be distributed, transferred, conveyed, delivered and paid over to any other charitable organization (exempt within the meaning of Section 501c (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, of this or any other State, having a similar or analogous character or purpose, in some way associated with or connected with the Corporation to which the property previously belonged.
ARTICLE XII
Elgin Public Schools Foundation Scholarship Administration
ESEF will administer and award scholarships solely on the basis of merit and/or financial need and without regard to race, color, national origin, or ethnic origin.
Section 1. General. The Board of Directors (BOD) shall appoint members to a scholarship committee annually. The committee shall consist of no less than two (2) board members and three
(3) members from the community. The committee shall make every effort to follow the donor intentions (named scholarships) as expressed in the memorandum of understanding. For scholarships which are established by the BOD, the committee shall make every attempt to follow the guidelines established by the BOD.
Section 2. Qualifications. To be eligible for an ESEF Scholarship, high school students (Freshman through Senior) must have graduated from Elgin Public High School or currently enrolled.
Section 3. Enrollment Requirements For Scholarship Recipients. An eligible student seeking an associate or baccalaureate degree must be enrolled in at least nine (9) hours of courses at the institution of higher education or a defined program of study at a technical program for a period of no less than one (1) semester. Six (6) hours are required for summer school.
ARTICLE XIII
Teacher Classroom Grant Funding Administration
The purpose of the Elgin Schools Education Foundation, Teacher Classroom Grant Funding Section is to set aside Foundation money for classroom projects that will promote student learning and educational gain at the classroom level. In order for a project to be considered, the teacher seeking funding must submit a written application, provided by the Grant Committee, stating specific goals and benefits as well as estimated, itemized expenditures, which will be needed in order to complete the project. The grant committee shall submit recommendations as a slate to the Board of Directors for approval.
The Grant Committee will consist of three (3) members of the foundation board. The President of the Board of Directors will appoint the Grant Committee from the board in December of each school year. A new committee will be selected each year.
ARTICLE XIV
Internal Revenue Code
This corporation is organized under Section 501c(3) of the Internal Revenue Code of 1954 as amended and shall be operated within the scope and limitations set forth in that statute.
