BONNEVILLE SCHOOL DISTRICT 93
Revision September 2016
The purposes for which the Bonneville School District No. 93 Education Foundation is formed, and functions, are to promote the quality of education of students in District No. 93; to enhance the learning experience of students and to provide support for faculty members and administrators. A significant portion of the efforts of the Bonneville School District No. 93 Education Foundation shall be to gather funds which will then be distributed, as deemed appropriate by the Board of Directors of said Foundation, to promote worthwhile endeavors which will enhance the educational experience of students.
Section 1. Number.
The number of Directors of such Corporation constituting the Board of Directors shall be twenty-one (21), which number may be increased or decreased from time to time, by resolution of Trustees of the Board of School District No. 93.
Section 2. Manner of Selection.
a. One member of the Board of Directors shall be a member of the Board of Trustees of School District No. 93, and shall be designated by the Board of Trustees.
b. One member of the Board of Directors shall be the Superintendent of School District No. 93, or his or her designee.
c. The remaining positions on the Board of Directors shall be appointed by the Board of Trustees of Bonneville School District No. 93, upon the recommendation of the Board of Directors of the Foundation.
Section 3. Term.
a. The designated Board member from the Board of Trustees of School District No. 93, shall serve on the Board for the length of his or her tenure on the Board of Trustees or until a change of assignment happens, whichever event happens first.
b. The Superintendent of School District No. 93, or his or her designee shall serve during the tenure of their office, or until the Superintendent of School District No. 93 names another designee, whichever happens first.
c. All other board members shall serve a term of three (3) years.
d. All directors shall serve until the expiration of their respective terms, and until their respective successors are selected and approved. Directors may be appointed to successive terms. After initial selection by the Board of Trustees, Directors may be selected to serve successive terms upon vote of the Directors of the Foundation, subject to the power of the Board of Trustees to remove a Director under the authority granted by Article II, Section 3.e.
e. The Board of Trustees of School District No. 93 may remove any Director at any time.
f. Any member of the Board may resign by submitting a signed letter of resignation to Chairperson of the Board.
Section 4. Vacancies.
Whenever a vacancy occurs on the Board for any reason, the Board shall make recommendations to the Board of Trustees of School District No. 93 for a replacement. The new board member shall serve for the remainder of the unexpired term, and may be selected to successive terms upon vote of the Directors of the Foundation, subject to the power of the Board of Trustees to remove a Director under the authority granted by Article II, Section 3.e.
Section 5. Powers.
The Board of Directors shall manage and govern the business and affairs of the Foundation and in connection therewith, the Board of Directors may exercise all of the powers granted the Foundation under the laws of the State of Idaho unless such powers are restricted in the Articles of Incorporation of these Bylaws.
Section 6. Meetings.
a. Regular Meetings. The Board of Directors shall meet on a monthly basis. The June meeting held each calendar year shall be the annual meeting. The time and place of each regular meeting shall be fixed by the Chairperson of the Board of Directors, and written notice of the designated date for the regularly scheduled monthly meeting shall be provided to each Director. Notice of said meeting may be given by e-mail, regular mail or hand delivery.
b. Annual Meetings. At the annual meeting, the Chairperson and the Treasurer shall
report on the activities and financial condition of the Foundation.
c. Special Meetings. Special meetings may be called by the Chairperson of the Board of Directors at his or her own option, or by written request of the Board of Directors. Written notice of the time, place and subject matter of each special meeting shall be given to each Director at least ten (10) days before the meeting date, unless such notice is waived in writing or by attendance.
d. Written Concurrence. Written concurrence by a member of the board of Directors in any action taken at a meeting at which he or she is not present shall be equivalent to an affirmative vote.
e. Action in Lieu of Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board of Directors shall consent to such action in writing. Such written consent shall be made a part of the minutes of the proceedings. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors.
Section 7. Quorum.
1/3 or more of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board Of Directors and except as may otherwise be required by law or the Articles of Incorporation, the act of a majority of the Directors present at that meeting at which a quorum is present shall be the act of the Board of Directors.
Section 8. Compensation.
No Director shall receive, directly or indirectly, any compensation for his or her service as a Director. The Board of Directors may authorize reimbursement of reasonable expenses incurred by Board of Directors members. No member of the Board shall engage in any act of self dealing.
Section 1. Number and Qualifications.
The Officers of the Corporation shall consist of Chairperson of the Board of Directors, a Vice-Chairperson of the Board of Directors, Secretary and Treasurer. The Board of Directors may appoint such other assistant officers as it may, from time to time, determine and may define their powers and duties.
Section 2. Election.
The Officers of the Corporation shall be elected at the annual meeting of the Board of Directors and shall hold office until the next annual meeting, or until his or her successor shall have been elected. A vacancy in any office may be filled by Majority vote of the Board of Directors for the balance of the vacant term.
Section 3. Duties.
The duties of the Officers of the Corporation shall be as follows:
a. Chairperson. The Chairperson shall preside over all meetings of the Board of Directors and shall have the primary responsibility in the Foundation’s relations with School District No. 93. The Chairperson shall also cooperate and consult with, and advise the other officers of the Corporation in the discharge of their functions. At the annual meeting the Chairperson shall report on the activities of the Foundation. Upon request of the Chairperson of Board of Trustees of School District No. 93, the Chairperson of the Foundation shall cause financial reports to be delivered to the Board of Trustees of School District No. 93.
b. Vice-Chairperson. The Vice-chairperson shall have full authority to act for the
Chairperson in his or her absence or incapacity.
c. Secretary. The Secretary shall be responsible for keeping minutes of the board meetings, aid in follow up of plans, activities and projects of the Foundation.
d. Treasurer. The Treasurers, upon advice and consent of the Board of Directors, shall be responsible for the investments and general fiscal policy of the Foundation. The Treasurer shall also give a report at the annual meeting on the financial expenditures and general overall financial condition of the Foundation. Monthly, the Treasurer shall prepare and submit to the Chairperson of the Board, a listing of all disbursements of the Board, each report shall cover all disbursements from the date of the last report forward.
Section 1. There shall be an Executive Director for the Foundation. This person shall carry out all duties authorized and requested by the Board of Directors of the Education Foundation in the day to day operations of the Foundation.
Section 2. The Executive Director will be the official contact person for the Education Foundation. It will be her responsibility to co-ordinate financial resources, publicize the Foundation by speaking to schools, service groups, business and the professional community of Idaho Falls. She should also interface with donors and patrons, coordinate grant writing efforts and make the education community aware of projects and grants available for education.
Section 3. Compensation –The Executive Director may be compensated by School District No. 93. The compensation amount shall be set by School District No. 93 Board of Trustees with recommendation from the Board of Directors of the Education Foundation.
Section 4. The Executive Director shall not serve as a member of the Board of Directors of the Education Foundation and shall not participate in voting of the Board of Directors.
Section 1. Standing Committees: There shall be two (2) Standing committees of the Board of
Directors as follows:
a. Executive Committee. The Executive Committee shall consist of the Chairperson, Vice-Chairperson, Secretary and Treasurer of the Board of Directors. The Executive Director shall serve in a non-voting capacity on the Executive Committee. Meetings of the Executive Committee will be held on as a needed basis, with at least 24 hours notice to be given to the members of the Executive Committee. During the intervals between meetings, the Executive Committee shall have and may exercise on behalf of the Board of Directors all of the authority of the Board of Directors in respect to the management of the Corporation. The Executive Committee shall report its acts at the next monthly meeting of the Board for approval.
b. Finance Committee. A Finance Committee, consisting of the Treasurer and at least two (2) other members of the Board of Directors, appointed by the Chairperson with approval of the Board of Directors, shall advise the Board of Directors in regard to the investments and the general fiscal policy of the Foundation.
Section 2. Other Committees.
The Board of Directors may from time to time create additional committees with such powers and duties as they may prescribe.
EXECUTION OF INSTRUMENTS
Section 1. Contracts and Instruments.
Contracts and other instruments (not including routine instruments) to be executed by the Foundation shall be signed, unless otherwise required by law, by the Chairperson of the Board of Directors of the Vice-Chairperson, and the Secretary of the Foundation. The Board of Directors may authorize any person or persons, whether or not an officer of the Foundation, to sign many contract or other instruments, and may authorize any such officer of other person to delegate, in writing, all or any part of such authority to any other person or persons.
Section 2. Notes, Checks, and Like Documents.
All notes, drafts, acceptances, checks, endorsements and all evidence of indebtedness of the Foundation shall be signed by two (2) members of the Executive Committee.
GIFTS AND CONTRIBUTIONS
Section 1. Solicitations.
Contributions and gifts shall be solicited by representatives of the Foundation or by those designated and authorized by the Board of Directors of said Foundation to promote, sponsor and carry out the purposes of the Foundation.
Section 2. Deposit and use of Contributions.
Unless otherwise provided by the donor, all contributions received by the Foundation shall be deposited and held by the Treasurer of the Foundation and may be used and disbursed by the Board of Directors to promote, sponsor and carry out educational activities and objectives of School District No. 93, which are consistent with the stated purposes of the Bonneville Joint School District No. 93 Education Foundation. It shall be the responsibility of the Treasurer of the Foundation to prepare and submit on to the Chairperson of the Board, monthly written summary of all disbursements. The Chairperson shall then submit the written summary of expenditures to the Chairperson of the Board of Trustees of School District No. 93.
Section 3. Restricted Gifts.
The limitations and restrictions upon any grant, gift, donation, bequest or devise may be observed, except and unless it shall be determined by the Board of Directors limitations and restrictions are inconsistent with the stated purposes of Bonneville Joint School District No. 93 Education Foundation. The Board of Directors may where it deems appropriate, discuss with the Board of Trustees of School District No. 93 whether such limitations and restrictions are permissible and should be honored. The Board shall not honor limitations and restrictions where it is deemed that changed conditions or other reasons provided illegal, unnecessary or impracticable or that the purposes of the gift, donation, bequest or devise have been fulfilled or become impossible of fulfillment, in which event said funds shall be administered for such other purposes of the Foundation as will best carry out the intentions of the donor or testator and are consistent with the stated purposes of the Foundation and permitted by applicable law.
Section 4. Operating Expenses.
The operating expenses of the Foundation shall be defrayed by the funds contributed directly to the Foundation.
LIABILITY AND INDEMNIFICATION
Section 1. Liability and Indemnification.
The Directors, Officers, Executive Director, employees of the Foundation & School District No. 93 shall not be individually or personally liable for the debts of obligation of the Foundation, and shall be indemnified by the Foundation against all financial loss, damage, cost and expenses (including attorney fees) reasonably incurred by or imposed upon them in connection with or resulting from any civil or criminal action, suit proceeding claim or investigation in which they may be involved by reason of any action taken or omitted to be taken by them in good faith and in the course and scope of their responsibilities as such director, officer, or employee of the Foundation.
a. Prudent Care. Such indemnification is subject to the condition of the acts for which indemnification is sought arose while the person was acting within the scope of employment or responsibility as a Director and without malice or criminal intent.
b. Benefit. The indemnification provided herein shall inure to the benefit of the heirs, executors, or administrators of any director, officer, or employee, and shall not be exclusive of any other rights to which such party may be entitled by law or under any resolutions adopted by the Board of Directors.
c. Coverage. The liability coverage that School District No. 93 carries will serve as
coverage for any and all liability normally covered by such a policy.
AUDIT AND FISCAL YEAR
After the close of each fiscal year, the Board of Directors shall cause an audit of all Foundation assets and accounts to be make by the external auditors who are required by law to audit School District No. 93 each year.
Section 1. Fiscal Year. The fiscal year shall begin July 1 and shall end June 30.
Section 2. Report to Directors. The Chairperson shall furnish a report annually to all Directors and the Board and the Board of Trustees of School District No. 93.
Section 3. Amendments. These Bylaws may be amended by the affirmative vote of two-thirds (2/3) of the Directors present, and voting at any meeting at which a quorum is present. No
action shall be taken to amend the Bylaws unless written notice of the proposed amendments shall have been given at least ten (10) days prior to the meeting if delivered by first class mail, or a minimum of forty-eight (48) hours prior to the meeting if the notice is delivered personally.
Section 1. Principles of Construction. Words in any gender shall be deemed to include the other genders; the singular shall be deemed to include the plural and vice versa. Unless otherwise specified herein, the word Corporation, Foundation and Board of Directors refers to Bonneville Joint School District No. 93 Education Foundation. Board of Trustees shall refer to the Board of Trustees of Bonneville Joint School District No. 93.