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BY-LAWS OF STEILACOOM HISTORICAL EDUCATION FOUNDATION Authority
and Name
The Steilacoom Historical Education Foundation is a nonprofit
organization established in accordance with the Articles of Incorporation as
filed on September 1, 1993 under the provisions of Section 501(c)(3) of the
Internal Revenue Code of 1954, or acts amendatory thereof or supplementary
thereto, and by Chapter 24.03 RCW, as now or hereafter amended and by the laws
of the State of Washington. Purpose
The purpose and primary objective of the foundation is to create and
found a charitable, educational, not-for-profit foundation for the sole benefit
of the Steilacoom Historical School District #1; to assist, strengthen, and
further in every proper and useful way the purposes, work, and services of the
District, and to develop, enhance and utilize all available ties of interest,
concern, and affections for scholarship and student aid purposes.
The foundation operates exclusively for the purpose of promoting,
supporting, maintaining, developing, increasing, and extending educational
offerings and the pursuit thereof in connection with the District, and in the
furtherance of the foregoing, to conduct scientific, literary, charitable, and
educational activities permitted of a nonprofit organization organized in
accordance with Article I. The
phrase "educational offerings" as used in this article shall be
construed to mean and include all activities destined to facilitate and/or
enhance the cultural, educational, and operational conditions in the District;
and provide financial or other assistance to the students, faculty, and staff of
the District in their efforts to promote quality education. ARTICLE
III General Membership
The
foundation may establish one or more categories of membership with
qualifications and rights as prescribed by the Board of Trustees and adopted by
Resolution at a general meeting of the association. Meetings Section
1.
Annual Foundation Meeting
An annual foundation meeting shall be held in May, unless duly continued
by vote of the Board, for the purpose of presenting the annual report, electing
new members to the Board of Trustees, and electing officers of the Board of
Trustees. Section
2.
Meetings of the Board of Trustees
Notice of all meetings of the board shall be mailed to all members of the
board at least ten (10) days before a regularly scheduled meeting unless the
date and time were specified at the last board meeting, entered in the minutes
of that meeting, and the minutes
mailed to board members at least ten (10) days before the next regularly
scheduled meeting. Section
4.
Quorum
At all meetings of the board, one half plus 1 (1 1/2 +
1) of the voting members shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the act of majority of the voting
members present in person at any board meeting at which there is a quorum shall
be the act of the board. There shall
be no voting by proxy. ARTICLE
V Section 1.
Governing Body.
The affairs of the Foundation shall be governed by a Board of Trustees
who shall serve without compensation. Section
2.
Voting Board Members
Voting board members shall consist of not fewer than seven (7) nor more
than eleven (11) voting trustees. Each
trustee shall be entitled to one vote. Section
3.
Non-voting Board Members
The Board may elect from time to time other selected persons to serve and
to meet with the Board and/or its committees.
Members in the following categories in this section shall be eligible to
attend meetings of the Board and to participate fully therein, but shall be
non-voting. (A)
Honorary
The Board may designate from time to time selected persons as honorary
trustees who, because of their position and/or prestige, may reflect honor upon
the foundation and the District, but who shall not have served as active members
of the Board of Trustees.
(B) Emeriti
The Board may designate from time to time selected persons who have
served with distinction as active members of the Board.
(C) Ex Officio
The Board may designate interested persons to serve as Ex Officio board.
Section 4.
Election of Board Members
Section 6.
Removals
A trustee position shall be declared vacant if an officer is absent for
three consecutive meetings unless previously excused by the presiding officer. ARTICLE
VI Officers Section
1.
General
The officers of the Foundation shall consist of a President, a
Vice-President, a Secretary, a Treasurer, and such other officers as the Board
of Trustees shall from time-to-time determine.
No two offices shall be held by the same person simultaneously.
The authority to function shall be vested in the Board of
Trustees in accordance with the by-laws as adopted.
At such time as the foundation revenues, services, and routine business
shall warrant, the Board may elect by majority vote to establish the position of
Executive Director
The powers and duties of the President are: (A)
Preside at all meetings of the Board of Trustees. (C)
Serve as an ex-officio member of all committees.
(D)
To affix the signature of the Foundation to all papers and instruments
in writing that may require the same, and to supervise and control all of the
officers and employees of the Foundation and to exercise the powers and duties
permitted by law to be exercised by the President of such Foundation which are
consistent with the Articles of Incorporation and the by-laws of this
Foundation.
(E) Jointly sign, with any one
member of the executive committee, all written contracts and financial
disbursements in excess of $50 made in the name of the association. (F)
If the President and Vice-President are not present at any meeting of the
Foundation, the President may designate a member of the Foundation to preside in
their absence, or a President Pro Tem may be chosen at such meeting. Section
3.
Vice-President (B)
Other powers and duties as may be prescribed by the President or the Board of
Trustees. Section 4.
Secretary The
powers and duties of the Secretary are: (A)
To keep a full and complete record of the proceedings of the Board of Trustees,
and to distribute the minutes of each meeting in a timely and appropriate
manner. (B) Maintain the membership
records of the Foundation unless otherwise assigned. (C)
In the absence or disability of the President and Vice-President, the Secretary
shall perform all the duties of the President, and when so acting shall have all
the powers of and be subject to all the restrictions upon the President.
The Acting President shall appoint an Acting Secretary for this period. D)
Keep the seal. Section 5.
Treasurer The
powers and duties of the Treasurer are: Section
6.
Election of Officers and Terms of Service.
The President, the Vice-President, the Secretary, and the Treasurer shall
be elected by the Board of Trustees at the annual meeting of the Board, and
shall take office at that time. The
President and Secretary and the vice President and Treasurer shall be elected
for alternating terms. The officers
so elected shall serve a term of two (2) years and until their successors are
elected and qualified. Section 7.
Legal Requirement
The affairs of the Foundation shall be managed by the Board of Trustees
in accordance with the bylaws and the laws of the State of ARTICLE
VII Section
1.
Standing Committees
The Board of Trustees shall appoint such committees as the Board deems
necessary to carry on the business of the Foundation, and may delegate to any
such committee as much of its authority as it desires. B.
Resource Development Committee. Responsible
for the creation, implementation, coordination, and evaluation of all programs
and personnel in the communication, fund raising, and office support functions.
The leadership required for stimulating increased and continuous
philanthropic support from the private sector shall begin with and continue
under the auspices of this committee, including all volunteers, committees, and
special groups. Programs for annual,
special capital, and estate and planned gift support shall be sustained.
Public relations, communications, reporting and research systems shall be
coordinated with District operations.
C. Resource Management
Committee.
(1)
Responsible for the recommendation on policies and the implementation and
evaluation of procedures governing grants by the Foundation for the support of
District programs and functions.
(2) Receive and coordinate financial requests with appropriate parties
within the district. Evaluate these
against policies, availability of funds, and potential for support.
Recommend to the Board which programs should be initiated or continued
and, subsequently, which funds should be disbursed. a.
The Steilacoom Historical Education Foundation (SHEF)
Grant Program makes funds available each year based on the amount SHEF raised
the previous year. The money will be
apportioned to the Steilacoom District schools based on student population.
All funds must be used according to our Mission Statement:
“SHEF is an organization dedicated to encouraging and enabling
excellence in education in the schools of the b.
The Program’s intent is to support and promote
student centered school programs that will: ·
Improve student academic and creative achievement ·
Increase student self-esteem ·
Reinforce student social, cooperative, and team
building skills ·
Encourage and develop school-home-community
linkages ·
Increase parental involvement and family support Programs and Fiscal Management Section
1.
Fiscal Year
The fiscal year of the Foundation shall be 1 January through 31 December. Section
2.
Program Policies
The policies and procedures approved by the Board which govern general
and specific business operations shall be placed in a manual independent of
these bylaws and maintained as current standard operating procedure.
Section
3.
Surety Bonding
At the discretion of the Board, any and all officers, agents, or
employees may be required to give bond for the faithful performance of
his/her/their fiduciary duties in such amount and with such sureties as the
Board may prescribe. Expense of
bonding all personnel so stipulated will be borne by the Foundation. Section
4.
Financial Records
(A) The President, or Executive Director if appointed, shall present
reports of all financial activity. At
the annual meeting the President/Executive Director shall make an annual report
of all business conducted by the Foundation.
(B) The Treasurer shall maintain accounting records in accordance with
standard accounting format as specified by the
Standard Operating Procedure, to include a complete and current inventory
of all fiscal, financial and physical assets .
The Treasurer will prepare monthly balance statements, the yearly
financial activity report, and other reports as may be necessary or be required
by the Board of Trustees. Section
5.
Financial Management
It is the responsibility of the President and Treasurer
to prudently manage the assets of SHEF to provide adequate liquidity for
ongoing SHEF activities and to maximize return on investment for SHEF funds.
At the direction of the Board of Trustees,
the foundation may employ and retain proper counselors, experts, advisors
and investment advisors with discretionary investment power, to counsel with,
advise and aid the Board of Trustees, including the Treasurer,
in the proper receipt, holding, transferring, accounting, and maintenance of
securities. Section
6.
Investments.
The receipt, holding, transfer, accounting and custodianship of
securities shall be in accordance with the provisions of these by-laws, and with
policies and procedures recommended by the Resource Management Committee
as approved by the Board. This
corporation may employ and retain proper counselors, experts, advisors, and
investment advisors with discretionary investment power, to counsel with, advise
and aid the Resource Management Committee and the Board in the proper receipt,
holding, transferring, accounting, and maintenance of securities.
This corporation, in the investments of such securities, shall not be
limited to those investments by fiduciaries under the laws of the State of Section
7.
Disbursements
The Treasurer shall disburse SHEF funds or resources only upon due
authorization by: (a) Foundation vouchers, (b) written Foundation directives, or
(c) as directed by the Board of Trustees. These
authorizations shall be required for checks, securities, and other financial
instruments as well as deeds, trust agreements, contracts, leases, licenses and
other financial devices. Two
signatures of officers of the foundation shall be required on all checks. Section
8.
Inventories
The President, or Executive Director if appointed, shall maintain a
complete and current inventory of all fiscal, financial and physical assets. Section
9.
Audit ARTICLE
IX Gift Policy Section
1.
Acceptance (A)
All gifts shall be accepted by the President/Executive Director subject to the
approval or confirmation of the Board. (B)
Such transfers of assets not considered ordinary shall be deferred until advance
approval of the Board is obtained. Section
2.
Limit of Payout
All gifts which require the payment of annuity amount or other charge
from the funds or resources of the Foundation shall be made only from the income
and/or principal of the transferred asset itself.
The Foundation will not provide appraisals to donors for non-cash gifts.
Appraisal is authorized only for foundation accounting purposes. ARTICLE
X The Steilacoom Historical Education Foundation Board of Trustees may, at its discretion, rescind a scholarship that has not yet been forwarded to the recipient’s college if the recipient’s conduct does not demonstrate the scholarship criteria of “Good Citizenship” such as: A. Expulsion or suspension from school B. Misdemeanor crimes C. Felony crimes (charged or not charged) Guidelines Regarding Fund Requests ARTICLE
XII
The Foundation's principle office shall be located within the boundaries
of the Steilacoom Historical School District No. 1, ARTICLE
XII Robert's Rules of Order Amendments to the Bylaws
These by-laws may be amended or repealed by a two-thirds (2/3) vote of
the Board of Trustees at a meeting which has been scheduled and conducted in
accordance with these by-laws.
These by-laws as originally written were adopted for the Steilacoom
Historical Education Foundation by the Board of Governors on September 1, 1993.
The revised by-laws were adopted by the Board of Trustees on May 8, 1997.
The addition of Article X and Article XI were adopted by the Board of Trustees
on April 15, 2002. Article VII,
Section D, amended by adding a. and b., was adopted by the Board of Trustees on
November 18, 2002.
__________________________
Linda Evanson
President |
Copyright © 2005 Steilacoom Historical Education Foundation.
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