Bylaws

By laws

 

Of the

 

maple education foundation

 

August 10, 2009

 

 

 

 

 

 

 

 

Board of Director’s ACTIONS

 

 

 

review dateS:   September 18, 2009

                                    October 2, 2009

                                    November 6, 2009

                                    december 1, 2009

 

Approval date:  january 19, 2010

 

effective date:               January 19, 2010

Bylaws of the

maple education foundation

 

These Bylaws govern the affairs of the Maple Education Foundation (the “Foundation”), a nonprofit corporation organized under the State of Ohio Non-Profit Corporation Act and certification of incorporation issued August 10, 2009.  The name of the Foundation, its corporate purpose and the terms of its existence are set forth in the Articles of Incorporation filed with the Secretary of State of Ohio, as reflected in the mission, vision, purpose statements as adopted by the Board of Directors as the same may from time to time be amended in accordance with governing laws and Article XIII.  These Bylaws are subject to the provisions of the Articles of Incorporation.

 

 

Article I

foundation Offices

 

            Section 1.01   Registered Offices.  The registered office of the Foundation is located in State of Ohio primarily in the Maple Heights City School District as set forth in the Article of Incorporation, or in a resolution of the Directors as filed with the Secretary of State changing the registered office.

 

            Section 1.02   Other Offices.  The Foundation may have such other offices, within the State of Ohio, as the Directors shall from time to time determine.

 

 

Article II

Board of Directors

 

            Section 2.01   Members.  The Foundation shall have no members.  All Foundation actions shall be approved by the Board of Directors as provided in these Bylaws.

 

            Section 2.02   General Powers.   The property, governing affairs and business decisions of the Foundation shall be managed by the Board of Directors and officers within the scope of the fiduciary relationship vested in such individuals as established under Article VI.  The day to day operations of the Foundation shall be managed by the Executive Committee and administered by the appointed Executive Director.

 

            Section 2.03   Property.  No Director shall have any right, title or interest in or to the property of the Foundation.

 

            Section 2.04   Number and Selection.  The number of Directors shall be at least seven (7) however; the number of voting Directors may be increased or decreased to any odd number.  Directors to serve until the first annual meeting shall include those initial Directors named in the Articles of Incorporation.  Thereafter, all Directors shall be selected in accordance with the election process established in this Article.  In addition, the Superintendent of the Maple Heights City School District and one (1) Maple Heights School Board Member as recommended by the Superintendent shall serve as ex officio non voting members of the Board of Directors.

 

Section 2.05   Terms of Board Representation.  Each Director shall hold office until the annual meeting three (3) years following his or her election and until a successor is elected, or until his or her death, or until resignation as recognized under Section 2.07, or until he or she is removed in accordance with Section 2.15 of this Article.  The Superintendent of the Maple Heights City School District and the one (1) Maple Heights School Board representative shall serve as ex officio members until his or her designated position with the Maple Heights City School District is changed.  In an effort to establish staggered terms of the Board of Directors, the initial appointed Directors shall determine among the group that approximately forty percent (40%) of the appointed Directors’ terms shall expire within the first two (2) years.  Board of Directors may be re-elected to two (2) successive three (3) year term. 

 

           

            Section 2.06   Qualifications. Qualifications of those individuals desiring to become Directors or officers of the Foundation shall support the mission, vision and purpose of the Foundation; have a passion for the Maple Heights City School District; possess a strong desire to enhance and enrich the learning experiences of students; desire to foster and encourage teachers within the Maple Heights City School District and are individuals dedicated to impacting the community.  Such individuals shall not be a current employee, trustee, contractor, agent or member of the Maple Heights School Board.  Such individuals shall support the Foundation through personal and financial commitments provided through individual contributions, seeking corporate donation and sponsorships or participating as a volunteer at Foundation programs, events or activities. At a minimum such Director’s or officer’s annual financial contributions shall be a sum total of $200.00.

 

Section 2.07   Resignation.  Any Director may resign at any time by giving written notice to the President of the Foundation.  The resignation of any Director shall take effect at the time specified therein.

 

            Section 2.08   Vacancies.  Any vacancy in the position of Director cause by death, resignation, disqualification, removal, or any other cause, shall be filled by a majority vote of the Board of Directors.  The Director so elected shall hold office for the remaining term of the directorship.

 

            Section 2.09   Place of Meeting.  The Board of Directors may hold its meetings as such place or places within the Maple Heights City School District, as it may choose.

 

            Section 2.10   Annual Meeting.  As soon as practical the annual meeting of the Foundation shall be held for the purpose of initial appointment of Directors, election of officers, perform those duties as may be imposed upon the Foundation, conduct any necessary business or transactions before the Foundation, and adopt any pending resolutions or matters before the Board.  Notice of the annual meeting shall be given by the Corresponding Secretary in accordance with Article XI.

 

            Section 2.11   Regular Meetings.  Regular meetings of the Board of Directors shall be held at such time and place, within the Maple Heights City School District, as established by the Board by resolution adopted by a majority of the Board of Directors.  Notice of regular meetings shall be given by the Corresponding Secretary in accordance with Article XI.

 

            Section 2.12   Special Meetings Notice.  Special meetings of the Board of Directors shall be held when called by the President or by at least twenty-five percent (25%) of the Directors.  Notice of each such special meeting shall be transmitted to each Director, at least five (5) days before the date on which the meeting is to be held. Notice of the special meeting shall be given by the Corresponding Secretary in a manner consistent with Article XI.

 

            Section 2.13   Quorum and Manner of Action.  A minimum of seventy-five percent (75%) of the Directors must be present to constitute a quorum for the transaction of business at any meeting and the act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Foundation.  In the event of a tie amongst the Directors, the President shall cast the deciding vote.

 

            Section 2.14   Meeting Attendance.  It is the policy of the Foundation to require attendance at all Board of Directors’ meetings.  In the event a Director misses three (3) or more consecutive meetings, the Board of Directors may, if deemed appropriate, ask for the resignation of that Director.  If the Director does not resign upon request, then the removal provisions of Section 2.15 of this Article must be followed if the Board, in its discretion, decides removal is appropriate.  However, it is also the policy of the Foundation to attempt to accommodate the schedules of its Directors who demonstrate continuing interest in the affairs of the Foundation.  It shall be at the discretion of the Board of Directors to invoke this provision.

 

Section 2.15   Removal of Directors.  Any Director may be removed with or without cause at any time.  Removal shall be by a vote of a 75% vote of the Directors at a regular meeting or a special meeting of the Directors called for this purpose.  Written notice must be provided to all Directors at least twenty (20) days prior to such meeting by the Corresponding Secretary in manner consistent with Article XI.  The vacancy in the Board of Director caused by any such removal shall be filled in the manner specified in Section 2.08 of this Article.

 

 

Article III

Officers

 

            Section 3.01   Number.  The officers of the Foundation shall include a President, a Vice President, a Recording Secretary, a Corresponding Secretary, and a Treasurer and, if the Board shall so elect and such other officers as may be appointed by the Board of Directors.

 

Section 3.02   Election and Election Process.  Election of an officer shall not, of itself, create contract rights.  The Nominating Committee, as established under Article V., shall provide each Director with a list of proposed officers not less than thirty (30) days prior to the annual meeting.  The list of the proposed officers shall be presented for vote at the annual meeting.  The election of such officer shall be required in a manner consistent with Section 2.13 of Article II.

 

            Section 3.03   Terms of Office. All officers shall be elected annually by the Board of Directors, except in the case of officers appointed in accordance with the provisions of Section 3.07 of this Article.  Each shall hold office for a period of one (1) year.  Each officer is eligible for re-election and shall retain the designated elected office until his or her successor has been duly elected, or until death, or until tendered resignation in accordance with Section 3.05 of this Article, or until removal decided upon by the Directors in accordance with Section 3.06 of this Article.

 

            Section 3.04   Qualifications.  Officers shall be Directors therefore; all officers must meet the qualification requirements as set forth under Section 2.06 of Article II.

 

            Section 3.05   Resignation.  Any officer may resign at any time by giving written notice of his or her resignation to the President of the Foundation.  Any such resignation shall take effect at the time specified therein.

 

            Section 3.06   Removal.  Any officer elected by the Board of Directors may be removed by the Board whenever in its judgment; the best interests of the Foundation would be served thereby.  Such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Such removal process shall be similar to that procedure established under Section 2.15 of Article II.

 

            Section 3.07   Vacancies.  A vacancy in any office because of death, resignation, removal or any other cause shall be filled for the unexpired portion of the term of the officer in a manner consistent with Section 2.08 of Article II.

 

            Section 3.08   President.    The President shall assume all duties normally associated with that office.  The President shall preside at all meetings of the Foundation. During the meeting, the President shall present a summary report of current Foundation events, programs, activities and summary financial accounting as prepared by the Treasurer.  The President shall assure all orders and resolutions of the Board of Directors are carried into effect.  At the approval of the Board of Directors, the President may execute and deliver in the name of the Foundation, any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the Foundation, including without limitation, any instruments necessary or appropriate to undertake such causes and/or projects described in the Articles of Incorporation of the Foundation which the Foundation was organized to support.  The President shall appoint committees as established under Article V.  The President shall co-sign a check or any financial instrument in an amount in excess of $2,500.00 with the Executive Director.  The President shall perform such other duties as may from time to time be prescribed by the Board of Directors.

 

            Section 3.09   Vice President.  The Vice President shall perform those duties and responsibilities as assigned by the President and/or the Board of Directors as created under these Bylaws.  In the event of absence or disability of the President, the Vice President shall succeed to their power, duties and responsibilities as designated by the Board of Directors.    The Vice President and Executive Director will work closely together to develop, administer and implement the strategic fundraising plan adopted on behalf of the Foundation.  The Vice President shall serve in an advisory capacity to those committees established under Article V. 

 

            Section 3.10   Recording Secretary.  The Recording Secretary shall develop and maintain accurate records of all proceedings of the Board of Directors and Executive Committee.  The Recording Secretary shall maintain copies of the Articles of Incorporation, Bylaws, and Policy Manual along with any other documents as prepared on behalf of and adopted by the Board of Directors.  The Recording Secretary shall keep records of attendance at Board of Directors’ meetings and shall prepare such information as may be prescribed by the Board.  The Recording Secretary shall record, publish and otherwise make available the meeting notes and agenda of the meetings of the Board and Executive Committee.  In the event a Foundation webpage is developed, the Recording Secretary shall assure information determined by the Board or President is timely posted including meetings notes, agendas and notices concerning Foundation events and activities.  The Recording Secretary shall perform other such duties as may be prescribed by the Board of Directors or by the President and in general, shall perform all duties incidental to the office of the Recording Secretary.

 

 

            Section 3.11  Corresponding Secretary.  The Corresponding Secretary shall, when directed to do so, shall notify the Board of Directors and/ or officers of the Executive Committee of the corresponding meetings in accordance with Article XI.    The Corresponding Secretary shall attend to and prepare written communication on behalf of the Foundation, the Board of Directors and Executive Committee.  As may be required by law, regulation or other governmental body, the Corresponding Secretary shall assist to prepare corresponding documents, reports and/or information.  The Corresponding Secretary may perform such other duties as may be prescribed by the Board of Directors or by the President and in general, shall perform all duties incidental to the office of the Corresponding Secretary.

 

 

 

 

            Section 3.12   Treasurer.  The Treasurer shall have the responsibility to maintain complete and accurate accounts of all funds of the Foundation received or disbursed.  In working closely with the Executive Director, the Treasurer will assure all moneys, funds, drafts and checks in the name of, and to the credit of the Foundation are deposited in such banks and depositories as the Board of Directors, by resolution, shall designate.  Both the Executive Director and the Treasurer shall have power to endorse for deposit all notes, checks and drafts received by the Foundation.  The Executive Director will work closely with the Treasurer to provide the President and the Board of Directors a monthly summary accounting of all the transactions, proposed expenditures and the current financial condition of the Foundation.  The monthly bank statements received by the Executive Director will be reviewed by the Treasurer.  In the event of a discrepancy, the matter will be immediately disclosed to the President and the Board of Directors. 

 

The Executive Director and the Treasurer will work closely with the Board of Directors and President to establish an annual budget for the Foundation and corresponding Investment Plan and Policy in accordance with Article IX.  The Board of Directors will review and approve the budget in accordance with Section 2.13 of Article II. In the event the budget must be modified, the Treasurer shall present the request of modification along with a reasonable explanation for the change to the President.  The Board of Directors must review and approve the modified budget. On behalf of the Foundation, the Treasurer will assist the Board of Directors in any external audit of the financial records that may be sought or required.  The Treasurer shall perform such other duties as may be prescribed by the Board of Directors or by the President, and in general, shall perform all duties incidental to the office of the Treasurer.

 

            Section 3.13   Other Officers.  The Board of Directors, in their discretion, may consolidate such offices of Recording and Corresponding Secretaries into one (1) office in addition to allowing an officer position to be shared with another individual in the capacity as co-officers as is in the interest of the Foundation.  Under this Section, the Board of Directors may also establish other such offices and/or agents of the Board as may be deemed necessary by the Board of Directors.  At the time of such appointments, the Board of Directors shall make the appointments in a manner consistent with Section of 3.02 of this Article.   Those individuals who are appointed under this Section shall have those duties, responsibilities and terms and conditions of their appointment determined by a resolution as adopted by the Board of Directors as governed by this Article.  At the time of such appointment, the Board of Directors will determine the voting authority of the selected officer.

 

ARTICLE IV

EXECUTIVE DIRECTOR

Section 4.01   Executive Director.  The Board of Directors may engage an Executive Director.  The Executive Director may meet the qualification requirements as set forth under Section 2.06 of Article II as determined by the Board of Directors.

 

Section 4.02   Duties of Executive Director.  The Executive Director shall have the responsibility to carry out the Board of Directors’ mission, vision, goals, purposes of the Foundation in addition to the Board adopted policies and procedures.  The Executive Director is responsible to perform the day-to-day functions of the Foundation including the administration and implementation of the programs, events and activities as approved by the Board.  Executive Director will report to the President on all matters concerning the Foundation and perform all such duties as generally pertain to such a position of responsibility within the Foundation.  The Executive Director may, by resolution of the Board, be authorized to execute deeds, contracts, memorandums of understanding and/or agreements and other obligations on behalf of the Foundation.  The Executive Director or the Treasurer may deposit moneys directly into the Foundation’s business accounts or trust company as established.  The Executive Director shall have authority to make expenditures (“expenditures” for purposes of this Section shall include those administrative expenses, ordinary costs associated with the operation of the Foundation, and other such expenses incurred in the reasonable course of performing these functions of the Executive Director as recognized under this Section)  on behalf of the Foundation in an amount not to exceed $5,000.00 of the Foundation’s budget without first obtaining Board approval.  In such amounts equal to or great than $2,500.00 with require the President’s co-signature. The Executive Director shall perform such other duties as the Board determines are necessary.    

 

The Executive Director is responsible to supervise staff members and working closely in organizing volunteers.  The Executive Director is also responsible to seek and obtain funding through various funding sources including grants, public and/or private donations, contributions and sponsorships.  The Executive Director and the Treasurer will work closely with the Board of Directors and President to establish an annual budget for the Foundation.  The Executive Director and Vice President will work closely together to develop and implement the fundraising plan for the Foundation.

The Executive Director shall be an ex-officio member of both the Board of Directors and Executive Committee without voting authority. The Executive Director will attend and participate in all Board and Executive Committee meetings with the exception of those meetings that are held to discuss such matters involving the Executive Director including but not limited to performance evaluation, compensation structure and Foundation staffing matters.  The Executive Director will serve as an appointed member and Foundation resource for the committees established under Article V. 

Section 4.03   Compensation of the Executive Director.  The Board of Directors shall annually review and determine the compensation structure for the Executive Director which shall at a minimum be no more than 10% of those moneys raised through the execution of the Foundation’s fundraising plan and consistent with the Investment Plan and Policy which may also provide for incentive plans and allocations for the Executive Director beyond those specified in this Section.  Distribution of approved compensation to the Executive Director shall be made in reasonable intervals.

 

 

Section 4.04 Terms of Office.  The Executive Director term shall be a permanent one. However, severance of the relationship between the Executive Director and the Foundation may be considered at a special meeting of the Board of Directors in accordance with the procedures set forth in Section 2.15 of Article II and notification process established under Section 2.12 of Article II.   The Executive Director may resign at any time by giving written notice of his or her resignation to the President of the Foundation in a manner consistent with Section 2.07 of Article II.  Any such resignation shall take effect at the time specified therein.  At the time of removal or resignation of the Executive Director, the Board shall appoint an acting Executive Director in a manner consistent with Section 2.08 of Article II pending the retention of a successor.

 

 

ARticle V

COMMITTEES

 

        

Section 5.01   Executive Committee.  The Executive Committee shall be comprised of those persons who hold the offices of President, Vice President, Secretaries, and Treasurer. The President shall serve as the Chairperson of the Executive Committee.  The Executive Committee shall be responsible for managing the Foundation in the ordinary course of business, employment of personnel, carrying out of the purposes of the Foundation and the performance of such other duties as may be imposed upon it or authorized by the Board of Directors.  The Executive Committee will conduct its affairs in the intervals between meetings of the Board of Directors subject to the direction and control of the Board of Directors in accordance with those practices established in Article II.  The Executive Committee shall review the performance of the Executive Director and make recommendations to the Board of Directors regarding the compensation structure set forth in Section 4.03 of Article IV. 

The Executive Committee shall be responsible for reviewing, developing and recommending the adoption and implementation of the policies to the Board and procedures pertaining to the affairs of the Foundation.  The Executive Committee shall submit an annual written detailed report covering all the programs, events and activities including a detailed financial summary report and budget recommendations to the Board of Directors.

            Section 5.02   Nominating Committee.   The Nominating Committee is responsible for making nominations to the Board of Directors for elective offices and for vacancies in the Board of Directors. Such nominations shall not preclude the right of additional nominations being made at any meeting of the Board where an election of an officer or a Director is being considered.  The Nominating Committee shall be composed of the Maple Heights City School District’s Superintendent, a member of the Maple Heights City School Board and at least three (3) Directors as appointed by the Board of Directors.

         Section 5.03  Standing and Special Committees.  The Board of Directors may establish such standing and special committees as determined are necessary to promote the Foundation’s mission, vision, and purpose as well as to carry forth its work as deemed appropriate.  The Board of Directors shall establish such committees’ membership, scope of authority, duties and responsibilities, and term period as reflected in the adopted Foundation Policy Manual.

 

 

Article VI

fiduciary responsibility

financial responsibility

 

It is the policy of this Foundation that the Board of Directors assumes their fiduciary responsibility with respect to proper management of all funds, aligned investment strategies, and other assets held or administered by this Foundation.  It is the policy of this Foundation to assure that no funds, whether title thereto is vested in the Foundation or is vested in a trust for the benefit of the Foundation, are not invested or reinvested in such a manner as to jeopardize the carrying out of any purpose for which the Foundation was established.

 

It is the policy of this Foundation, through its Board of Directors, the Directors shall exercise “expenditure responsibility” as defined in Section 4945(h) (1), (2) and (3) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended, with respect to all distributions.

 

It is the policy of this Foundation not to engage in any act which would constitute “self-dealing” as defined in Section 4941 (d) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended.

 

 

 

 

 

ARTICLE VII

CONFLICT OF INTEREST

 

            Section 7.01  Conflict of Interest.  It is the policy of this Foundation to require that all actual or potential conflicts be fully disclosed and promptly discussed before the Board of Directors and all other necessary parties.  Any Director having a conflict on any matter shall neither participate in the deliberation nor vote on any such matter.  The Board of Directors may from time to time, establish such rules and regulations in furtherance of this policy, as deemed appropriate.  No Director or officer of the Foundation has any vested right, interest or privilege in or to the assets, property, functions or activities of the Foundation.

 

Section 7.02 Conflict of Interest Policy. As attached to these Bylaws (Attachment A), a Conflict of Interest Policy is adopted as and is reflective of the policy of this Foundation.  All directors, officers and employees shall adhere strictly to the principals set forth therein.  Each director, officer and employee shall be provided with and shall execute a copy thereof prior to assuming such position or office.

 

Failure to abide by this Article and the corresponding policies will result in the removal of the Director in accordance with Section 2.15 of Article II.

 

 

Article VIII

policies with respect to transactions

distribution of principal

and related Investment responsibilities

 

Section 8.01   Gifts, Contributions and Donations.  The Board of Directors may accept on behalf of the Foundation any donation, contribution, gifts, bequest or devise for the general purpose or for a specific purpose of the Foundation in accordance with these Bylaws, the Articles of Incorporation, state or federal law, and any requirements for maintaining the Foundation’s federal and state tax exempted status.

 

Section 8.02  Nonprofit Operation.  The Foundation will not have or issue shares of stock.  No dividends will be paid.  No part of the income or assets of the Foundation will be distributed to its Directors or officers.       

 

Section 8.03  Distribution Policy.  It is the policy of this Foundation to make such distributions in support of the educational programs, events, activities and projects that are aligned with the mission, vision, purposes, and governing philosophy of the Foundation as established under the Articles of Incorporation.  Such distributions shall be made in a manner consistent with the Investment Plan and Policy as adopted by the Board of Directors in accordance with Article IX.

 

            Section 8.04   Distributions.  The Board of Directors shall have the authority to make distributions for those purposes identified in Section 8.03 of this Article through scholarships, grants, reimbursements for such approved programs including equipments and other such related costs or expenditures and any necessary amounts paid to acquire an asset used (or held for use) directly in carrying out its purposes, in an amount determined by the Board of Directors to be appropriated not to exceed _% of the total assets of the Foundation.  Specific distribution parameters will be set forth in the governing Investment Plan and Policy as adopted and annually reviewed by the Board of Directors in accordance with Article IX.  In any such distribution of funds, no discrimination shall be made on account of the age, sex, color religious affiliation, disability or national origin of the individuals or programs to be benefited thereby.

 

            Section 8.05  Investment Responsibilities.  In the interest of the Foundation, the Board of Directors shall have the right to retain all or any part of any funds, securities, or real or personal property acquired by it in wherever manner, and to invest, reinvest, sell or exchange any such property held by it, according to the judgment and authorization of the Board of Directors without being restricted to the class of investments which may hereafter be permitted by law, as is consistent with the Investment Plan and Policy as developed and adopted by the Board in accordance with Article IX; or any similar restriction established by the Board; provided, however, that no action shall be taken by or on behalf of the Foundation and no action shall be forborne if such action or such forbearance is a prohibited transaction; outside the scope of the intended purpose of the Foundation or adopted investment plan or policy; or would result in either imposition of penalty, excise taxes; or the denial of the tax exemption status as recognized under the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.

 

 

 

Article IX

Investment plan and policY

fiscal agents

 and Investment advisors

 

The investment objectives of the Board of Directors shall be to establish a plan and policy for guiding the investment of funds in a manner that best allows the Foundation to support and meet those objectives set forth above under Article of Incorporation and corresponding adopted mission, goals and purposes in enhancing and enriching the quality of education in the Maple Heights School District.  The Investment Plan and Policy will allow the Foundation to accumulate funds in high quality investment vehicles; will allow the Foundation to accomplish its purposes without a loss in reduced assets or premature liquidation; and, will allow the Foundation to earn an income at an acceptable rate of return as a method of sustaining the Foundation and its established purposes.  The adopted Investment Plan and Policy shall be adopted by the Board of Directors in accordance with Section 2.13 of Article II and shall be incorporated into these Bylaws as the governing financial document of the Board as Attachment B.

 

In pursuit of such efforts, the Board of Directors may designate such fiscal agents, investment advisors and custodians as the Board of Directors may select for those financial services by resolution.  In accordance with the Board’s fiduciary responsibility to the Foundation, such retention of services shall be consistent with the Investment Plan and Policy as adopted by the Board that is in alignment with the mission, vision and purpose of the Foundation.  The Board of Directors may at any time, with or without cause, discontinue the use of the services of any such fiscal agent, investment advisor, or custodian.

 

 

Article X

Indemnification and Insurance

 

            Section 10.01 Indemnification and Representation.  The Foundation will indemnify and provide for the defense of any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action, suit or preceding, whether civil, administrative or investigative (other than an action by or in the right of the Foundation) as a result of his or her alleged wrongful actions, errors or omissions within the scope of his or her official capacity for the Foundation as a Director, officer, employee, agent, or volunteer of the Foundation, as a claims made assertion, to the full extent permitted under the laws in the State of Ohio.

 

Section 10.02   Insurance.  The Foundation will obtain and maintain insurance on behalf of any person who is or was a Director, officer, agent, or employee of the Foundation against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Foundation would have the power to indemnify such persons against such liability under Section 10.01 of this Article.

Article XI

NOTICE

 

               Whenever any notice is required to be given by these Bylaws or any of the corporate laws of the State of Ohio, such notice shall be provided by the Corresponding Secretary on behalf of the Corporation,  Notice must in writing and include information regarding the date, time, location and purpose of such meeting of the Board or Executive Committee.  This notice is to be given to each Director or each officer either by wire, email transmission, US Postal Service or in person at least 10 days prior to the meeting unless otherwise specified in the appropriate Articles of these Bylaws.  Meeting notices may also include prior meeting notes, agendas and any other information determined necessary for the meeting.

 

 

Article Xii

foundation books or recordS

finanaical audit and fiscal year

 

Section 12.01 Books and Records.  The Board of Directors of the Foundation shall cause to be kept:

 

(a)   records of all proceedings of the Board of Directors, Executive Committee and other established committees thereof;

 

(b)   all financial statements of the Foundation;

 

(c)   Articles of Incorporation, Bylaws, Policy Manuals, resolutions, policies and procedures of this Foundation and all amendments adopted thereto; and

 

(d)   Such other records and books of account as shall be necessary and appropriate to conduct the business affairs of the Foundation.

 

Section 12.02  Audit and Publication.  The Board of Directors shall cause the records and books of account of the Foundation to be audited each fiscal year in a manner consistent with Article VI. 

 

Section 12.03 Request for Review of Books and/or Records of Foundation.  As recognized under the laws and regulations as adopted by the State of Ohio to govern said records requests made by a member of the public to a private non profit organization will be addressed under the corresponding policies and procedures adopted by the Board of Directors as set forth under the Foundation Policy Manual.  This section does not address those requests made by a governmental body or entity under its corresponding legal authority as established under law to require such production of records and/or documents.  Such requests will be address by the Board of Directors in a manner consistent with its Fiduciary Responsibility established under Article VI and the governing laws and regulations.  

 

Section 12.04 Fiscal Year.  The fiscal year of the Foundation shall begin on July 1st and end on June 30th of each year.

 

Article XIII

amendments

 

The Board of Directors may amend the Foundation’s Articles of Incorporation and these Bylaws to reflect change, modification or omission of any provision which could be lawfully included, changed or omitted.  Any number of amendments, or an entire revision or restatement of the Articles of Incorporation or Bylaws, may be adopted by a seventy-five percent (75%) vote by the Board of Directors.

 

Article XIV

miscellaneous provisions

 

Section 14.01 Governing Law.  These Bylaws of the Foundation shall be governed by and construed in accordance with the laws of the State of Ohio.

 

Section 14.02  Severability.  If any Bylaw section, article or provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other section, article or provision and the Bylaws shall be construed as if the invalid, illegal, or unenforceable section, article or provision had not been included in the Bylaws.