PASCO EDUCATION FOUNDATION
A Washington State Non-Profit Corporation
A. The principal office for the transaction of business of the Corporation shall be located at 1215 West Lewis, Pasco, WA 99301
B. The Corporation will have and continuously maintain a registered office, and a registered agent whose office is identical with the registered office. The registered office may be, but need not be, identical to the principal office, and the address of the registered office may be changed from time to time by the Board of Directors of the Corporation (the “Board”).
A. The purpose of the Corporation is to enhance educational opportunities and educational excellence for students of the Pasco School District (the “District”). This end is to be accomplished by:
1. The promotion, development, and encouragement of public support for the District.
2. The solicitation, receipt and administration, for scholarship and student aid purposes, such gifts, grants, conveyances, devices and bequests of personal or real property, in trust or otherwise, for the use or benefit of the District and its students.
3. The sale, lease, rental, exchange, investment, or expenditure of any gifts, grants, conveyances, devices and bequests of any personal or real property or the proceeds, rents, profits and income thereof, according to the terms and conditions thereof, if any, for the use and benefit of the District or its students.
4. Any and all other purposes which the Corporation may lawfully undertake which are not in conflict with these Bylaws.
B. Notwithstanding any other provision of these bylaws, The Corporation shall not accept, engage in any activities or exercise any powers that are not in furtherance of the purposes of the Corporation, and the Corporation shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or corresponding amendments thereto, or (b) by a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 or corresponding amendments thereto.
C. This Corporation is a non-profit Corporation organized and operated exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended, and under the provisions of RCW Chapter 24 for non-profit purposes only and not for the private gain of any person or entity.
BOARD OF DIRECTORS
A. Board of Directors. The affairs of the corporation shall be managed by its Board. The Corporation shall have no members. Directors need not be residents of the State of Washington. The Directors are subject to any and all further qualifications set forth within these Bylaws or the Articles of Incorporation for the Corporation.
B. Board composition:
1. Composition. The Board shall consist of not less than Three (3) and no more than Fifteen (15) Directors. One, non-voting, liaison will serve on the Board to represent the District. The number of Directors may be increased or decreased from time to time by amendment of these Bylaws, but a decrease shall not have the effect of shortening the term of any incumbent Director.
2. Election. Appointment of Board members shall be by election of the Board. The election of Board members shall take place at the regular or special meeting of the Board. Board members are elected by a majority vote of the Board.
3. Nomination. At least Ninety (90) days prior to the regular or special meeting, the President of the Corporation shall appoint a Nominating Committee to nominate candidates for election to the Board. The Nominating Committee shall accept nominations from Board members and the public up to Thirty (30) days in advance of the regular or special meeting. Board members shall receive written notice of all candidates at least Seven (7) days prior to the regular or Special meeting.
4. Term. Directors shall be elected to a Three (3) year term except when the Board establishes staggered terms, according to this section. Directors may be re-elected for subsequent terms. Directors may be elected to a One (1) or Two (2) year term for the purpose of establishing staggered terms, when deemed necessary by the Board. A Director elected for a One (1) or Two (2) year term may be re-elected for a Three (3) year term.
5. Resignation. Any Director may resign at any time by notifying the Secretary of the Corporation. The Secretary shall inform the Board of the resignation at the next Board meeting.
6. Removal. Any Director may be removed from office by a majority vote of the Directors with or without cause. Notice of the time, date, place and purpose of the meeting at which removal is to be acted upon shall be given to such Director intended to be removed at least Ten (10) days prior to the date of such meeting.
C. Board Compensation. No director shall receive a salary or other compensation for service to the Corporation as a Director, however, the Board may provide compensation to Directors with whom the Board contracts or employs for professional or other services. Such compensation shall be reported to the Board, and any Director receiving such compensation shall abstain from voting on any issue related to such compensation.
1. Place of Meeting. Meetings of the Board shall be held at any place within or outside of the State of Washington that has been designated by resolution of the Board or in the notice of the meeting, or, if non is so designated, at the principle office of the Corporation.
2. Electronic Meeting. Any meeting of the Board may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another. All such Directors shall be deemed to be present in person at such a meeting.
3. Annual Meeting. The annual meeting of the Corporation shall be held following the close of the fiscal year. The date, time, and place shall be determined by the President, with at least Thirty (30) days notice as prescribed by these Bylaws.
4. Regular Meetings. The regular meetings of the Board shall be held at least Four (4) times during the fiscal year. The date, time, and place of these meetings shall be determined by the President, with at least Three (3) days notice as prescribed by these Bylaws.
5. Special Meetings. Special meetings of the Board may be called by the President at the request of any Two (2) Board members when circumstances dictate an issue cannot wait until a regular or annual meeting. Each Board member should be notified personally of the date, time, and place of any special meeting, as determined by the President, with at least Three (3) days notice as prescribed by these Bylaws.
6. Quorum. A simple majority of the membership of the Board shall constitute a quorum for all meetings of the Board and the Corporation. A majority of the Board members present at a meeting may adjourn the meeting to a fixed time and place without notice other than by announcement at such meeting. A quorum for committees, if any, shall be One-Half (1/2) of the membership of the committee.
7. Notice of Meetings. Notice of any annual, regular, or special meeting of the Board must be given in writing delivered personally or sent by United States postage or by e-mail to each Director at his or her residence or e-mail address as shown by the records of the Corporation. If mailed, such notice will be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. If notice is given by e-mail, such notice will be deemed to be delivered when posted on the Internet. Any Director may waive notice of any meeting. The attendance of a Director at any meeting will constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or conveyed.
8. Written Action. Any action that the Board is required or permitted to take may be taken without a meeting if all the Board members consent to the action in writing, or by vote at the immediately preceding regular, annual, or special meeting. Such action shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the Board and copies distributed to all Directors and reviewed at the next regular meeting of the Board in the same manner as minutes of the meeting.
D. Committees. The Board, by resolution adopted by a majority of the Directors then in office, provided a quorum is present, may create one or more committees, each consisting of two or more Directors and no persons who are not Directors, to serve at the pleasure of the Board. Appointments to committees of the Board shall be made by the President and shall be approved by a majority vote of the Directors then in office. All actions of a committee of the Board, unless previously authorized by resolution to bind the Board, shall be subject to the approval of the Board. Meetings and actions of committees of the Board shall be governed by, held and taken in accordance with the provisions of these Bylaws concerning meetings and other Board actions, except that the time for regular meetings of such committees and the calling of special meetings of such committees may be determined either by Board resolution or, if there is none, by resolution of the committee itself. The actions of each such committee shall be reported to the Board at the next regular meeting thereof.
A. Officers. The Officers of the Corporation shall be the President, one or more Vice Presidents (the number to be determined by the Board), Secretary, Treasurer, and such other Officers as may be elected in accordance with the provisions of this article. The Board may elect or appoint other such Officers, including one or more assistant secretaries and one or more assistant treasurers, as it deems desirable, such other Officers to have the authority, and to perform the duties prescribed by the Board. Any two or more offices may be held by the same person, except the offices of President and Secretary.
B. Election and Term of Office. The Officers of the Corporation will be elected annually by the Board at the annual meeting of the Board. If the election of Officers will not be held at such meeting, such election will be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board. Each Officer will hold office until his or her successor will have been duly elected and will have qualified.
C. Removal. Any Officer elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Corporation would be served, but such removal will be without prejudice to the contract rights, if any, of the Officer so removed.
D. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the un-expired portion of the term.
E. President. The President will be the principal executive Officer of the Corporation and will in general supervise and control all the business and affairs of the Corporation. The President will preside at all meetings of the Board. The President may sign, with the Secretary or any other proper Officer of the Corporation authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board has authority to execute, except in cases when their signing and execution is expressly delegated by the Board or by these Bylaws or by statute to some other Officer or agent of the Corporation. In general, the President will perform all duties incident to the office of President and such other duties as may be prescribed by the Board.
F. Vice-president. In the absence of the President or in the event of his or her inability or refusal to act, the Vice-president (or in the event there is more than one Vice-president, the Vice-presidents in the order of their election) will perform the duties of the President, and in so acting will have all the powers of and be subject to all the restrictions upon the President. Any Vice-president will perform such other duties as may be assigned by the President or the Board.
G. Treasurer. If required by the Board, the Treasurer will give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board determines. The Treasurer will have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as are selected in accordance with the provisions of these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as may be assigned to the Treasurer by the President or by the Board.
H. Secretary. The Secretary will keep the minutes of the meetings of the Board in one or more books provided for that purpose; make certain that all notices are duly given in accordance with these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation and affix the seal of the Corporation to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; and in general perform all duties incident to the office of Secretary and other such duties as the President or the Board may from time to time assign to the Secretary.
I. Assistant treasurers and assistant secretaries. If the Board requires, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board shall determine. The assistant treasurers and assistant secretaries, in general, shall perform such duties as the President of Board assigns to them.
The fiscal year of the Corporation shall begin on the 1st day of January, and end on the 31st day of December in each year.
Any Director or Officer, former Director or Officer of this Corporation, and his or her heirs, executors and administrators, shall be indemnified by this Corporation against expense actually and necessarily incurred by such Director or Officer by reason of being or having been such director or Officer except in relation to matters which he/she shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of such duty. The Corporation, in the discretion of the Board, may indemnify all corporate personnel, other than Directors and Officers, in the same manner and to the same extent as any Director or Officer.
BOOKS AND RECORDS
A. The Corporation shall keep:
1. Adequate and correct books and records of account;
2. Written minutes of the proceedings of its Board; and
3. Records of each Board member’s and Officer’s address and telephone number.
B. Subject to the provisions of the Washington Non-Profit Act, the Corporation shall keep at its principal office in the State of Washington the original or a true copy of the Articles of Incorporation and Bylaws, as amended to date.
C. Every Director and every former Director eligible to vote at the annual meeting of the Corporation shall have the absolute right at any reasonable time to inspect the Corporation’s books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the director’s attorney. The right of inspection includes the right to copy and make extracts of the documents.
The Board shall cause an annual report to be completed within One Hundred Twenty (120) days after the end of the Corporation’s fiscal year.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
A. Contracts. The Board may authorize any Officer or agent of the Corporation, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
B. Checks, drafts, and similar instruments. All checks, drafts, or orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officers or agents of the Corporation and in such manner as shall be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the President or a Vice-president of the Corporation.
C. Deposits. All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies or other depositories as the Board may direct.
D. Gifts. The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Corporation.
E. Investment Policy Document. An Investment Policy Document shall be created and maintained. This document shall describe the guidelines for investment of moneys of the Corporation, as well dispersement of funds associated with endowments within the Corporation. The Investment Policy Document may be amended by an affirmative vote of the Directors present and voting at any meeting at which a quorum is present.
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Washington State Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver of notice signed in writing by the person or persons entitled to such notice, whether before or after the time stated in the waiver, shall be deemed equivalent to the giving of such notice.
Unless the context requires otherwise, the general provisions, rules of construction and definitions in the Washington State Nonprofit Corporation Act shall govern the construction of these Bylaws.
These Bylaws may be amended, altered, or repealed, and new Bylaws may be adopted by the affirmative vote of a majority of the Directors present and voting at any meeting at which a quorum is present. No action shall be taken to amend, alter, repeal, or adopt Bylaws unless a written notice of the proposed action has been given pursuant to Article III(D)(7) herein. No amendment of the Bylaws may extend the term of a Director beyond that for which the Director was elected.
ADOPTED BY RESOLUTION OF THE BOARD OF DIRECTORS ON THE 8th DAY OF NOVEMBER, 2011.