Bylaws by Topic:
The principal office and place of business of the corporation in the State of Oregon, shall be the Seneca School, P.O. Box 69, Seneca, Oregon 97873, or at such other location the Board of Directors (BOD) may from time to time determine. Other offices and places of business may be established from time to time by resolution of the BOD.
Purposes of the Foundation, consistent with the Articles of Incorporation, are as follows:
(A) To aid, support, and assist the maintenance, promotion, growth, and improvement of the Seneca School, its faculty, staff, students, and facilities, and to enhance and stimulate the quality of education at, and the standards and potentials of, the Seneca School as an institution of elementary education and life-long learning;
(B) To receive, maintain, and administer a fund of real and personal property, derived from all sources whatsoever, and subject to the terms of any specific gift, grant, bequest, or devise and to the restrictions set forth below, to use, apply, and distribute the income and the principal of such a fund exclusively to, for the benefit of, or to carry out the purposes of the Seneca School or any organizations that are affiliated with the Seneca School and are exempt from federal income taxation;
(C) To serve as an innovative, flexible, and efficient vehicle to facilitate the solicitation and management of gifts, grants, bequests, and devises for the benefit of the Seneca School;
(D) To provide or make available funds for expenditure by the administration of the Seneca School for general or specific purposes of operations and maintenance (O&M) or academic purposes, including, without limitation, defraying capital and ordinary expenses, financing temporary, guest or student teachers, sponsoring lectures, conferences, institutes, symposia, assisting artists, scholars, scientists, and other persons whose knowledge, talent, and skill contribute importantly to the welfare and advancement of the students, and securing for the Seneca School the benefit of wisdom, experience, and abilities of distinguished persons who have excelled in their respective fields of endeavor;
(E) To grant or provide for scholarships, loans, or other assistance to students who have demonstrated academic promise or achievement, to encourage and furnish funds for research, public service, and teaching, and otherwise to assist in the development of enhanced and expanded educational opportunities for, and services to, the children of the Seneca School; and
(F) To do and engage in all lawful activities that further or are consistent with the preceding objects and purposes.
BOARD OF DIRECTORS (BOD)
Section 1. The affairs of the corporation shall be managed by the BOD. The Board may exercise all powers vested in the corporation.
Section 2. The number of directors of the corporation shall be not less than 7 or more than 13. The manner of electing successor directors may be changed from time to time by amendment of these bylaws.
Section 3. The BOD will solicit two candidates from parent-teacher organizations associated with the Seneca School (further referred to in this document as PTO). One of these shall be a full-time teacher from the school faculty and one shall be a full-time, non-faculty member of one of the organizations. These directors shall be members of their respective organizations while serving as directors. The BOD shall appoint these named directors to the Board.
Section 4. No other member of the BOD of the Foundation shall serve concurrently on the Foundation and the same PTO as either appointed member discussed in Section 3 above.
Section 5. The BOD will solicit a candidate from the Seneca City Council to serve as a director of the Foundation for a term of two years. The BOD shall appoint this named Director to the Board.
Section 6. The first directors shall be nominated and elected by a majority vote of the incorporators. Thereafter, the BOD shall nominate and elect directors as needed and shall appoint directors solicited from PTOs and the City Council.
Section 7. At the annual meeting directors shall be elected to hold office until the expiration of their terms of office or until he/she or their respective successors are elected and qualified. The term of office for directors shall be two years, with a limit of three terms. A director ineligible to serve because of duration in office may be elected to serve after a period of one year off the board.
Section 8. Elected directors on the first board shall draw lots to determine whether their length of term will be one, two, three or four years. Each such director shall hold office for the term for which he/she is elected until his/her successor shall have been elected to serve a standard term of two years, except those elected to fill a vacancy left by a former director.
Section 9. The BOD shall have power to fill any vacancy occurring in the Board and to fill by appointment any directorship vacant by reason of an increase in the number of directors created by amendment to these Bylaws. The director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office. Any director appointed by the Board by reason of an increase in the size of the Board shall stand for election at the next annual meeting for the specified term for such position.
Section 10. Without limiting the general powers conferred by these bylaws and provided by law, the BOD shall have, in addition to such powers, the following powers:
(A) By resolution adopted by a majority of the directors in office may designate and appoint one or more committees, each of which shall consist of such authority of the BOD in the management of this corporation as may be delegated by the Board, within such limitations as may be imposed by ORS Chapter 65. Such committees may be composed of individuals from the faculty and staff of the Seneca School, PTOs, the BOD, or from the public at large to assist the Foundation in carrying out its purpose as described in Article II of these bylaws.
(B) From time to time to make and change rules and regulations not inconsistent with law, or with these bylaws, for the management and control of the corporation and its affairs, and of its officers, employees, and agents; to lease, purchase, or otherwise acquire, in any lawful manner, for and in the name of the corporation, any and all real and personal property, rights, services or privileges whatsoever which are deemed necessary or convenient for the conduct of the corporation’s business and which the corporation is authorized to acquire such terms and conditions as the BOD thinks fit, and in its discretion to pay therefore, either wholly or partially, in any bonds, debentures, or other securities of the corporation.
(C) Investment Managers. The BOD shall have the authority to designate any bank, trust company, brokerage firm or investment adviser to manage the assets and investment of the assets of the corporation.
(D) To sell or otherwise to dispose of any real or personal property, rights or privileges belonging to the corporation, whenever the BOD determines in its discretion that such a disposition would promote the interests of the corporation.
(E) To enter into agreements and contracts with individuals, groups of individuals, corporations, or governments for any lawful purpose.
(F) To supervise and direct the officers, employees, and agents of the corporation and to ensure that their duties are properly performed.
(G) To appoint and remove at its pleasure any and all officers, employees, and agents of the corporation, whenever in its judgement the best interests of the corporation will be served and to prescribe their duties in manner not inconsistent with these bylaws. Removal of a duly elected or appointed officer will require the affirmative vote of the majority of the BOD.
(H) To borrow money and otherwise to incur indebtedness and to enter the terms and amount of such indebtedness in the minutes of the BOD, and to evidence such indebtedness by the note of the corporation, and to mortgage the property of the corporation, and otherwise give security for the payment of such indebtedness.
(I) To cause to be kept a complete record of all of their minutes and acts and of proceedings of the members and of members’ meetings, to cause an annual inspection or audit of the accounts of the corporation to be made by an accountant to be selected by the BOD, and to cause further the issuance of an annual report showing in reasonable detail all of the assets and liabilities of the corporation and its financial condition to the Attorney General of the State of Oregon, to the City Council, to all PTOs, and placed in the public records of the Seneca School for public inspection.
(J) To amend, alter, and repeal these bylaws or any part thereof, by the affirmative vote of a majority of the BOD at any regular or special meeting of the BOD provided notice of proposed changes or amendments are submitted in writing to each Director at least 30 days in advance of the scheduled vote.
(K) Any action required by law to be taken at a meeting of the BOD, or any committee thereof, or any other action which may be taken at a meeting of the BOD, or any committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by two-thirds of the Directors or committee members, which consent may be signed in counterparts.
(L) In addition to the powers and authorities expressly conferred upon the BOD by these bylaws, the BOD may exercise all such other lawful powers of the corporation and do all such lawful acts and things in the furtherance of the corporation’s business, as are not by statute, the Articles of Incorporation, or by these bylaws directed or required to be exercised or done by the members.
The corporation will have no members.
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. The first annual meeting of the BOD shall be held in Seneca, Oregon, with the day and place set by the BOD. Thereafter, the annual meetings shall be held in Seneca, Oregon during the final quarter of the fiscal year with the day and place set by the Board.
Section 2. Special meetings of the BOD may be held in Seneca, Oregon, whenever called by the President or any three or more directors.
Section 3. Notice of the time and place of any meeting of the BOD shall be required. Notice of the time and place of any special meetings of the BOD shall be given by the Secretary or by the persons calling the meeting by mail, email, or by personal communication at least fifteen days prior to the date the meeting is to be held. Included in the notice will be a copy of the proposed, itemized meeting agenda and a copy of the minutes from the previous meeting. Attendance of a director at any meetings shall constitute a waiver of notice of such meeting except where the director attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted and/or the purpose of any meeting of the BOD must be specified in the notice or in any waiver of notice of such meeting.
Section 4. To the extent permitted by law, any member of the BOD may participate in a meeting of the BOD by means of a conference telephone network or similar communications method by which all persons participating in the meeting can hear each other, and participation in such a fashion shall constitute presence in person at such meeting, if each person participating in the meeting shall sign the minutes thereof, which minutes may be signed in counterparts.
Section 5. At any annual or special meeting of the BOD, any member may vote by written proxy, provided that notice of each matter properly coming before the meeting with respect to which such proxy is to be exercised is given to each member in writing more than five (5) days prior to such meeting, that such proxy specifically identifies the matter with respect to which it is to be exercised and the manner with respect to which it is to be exercised, and that the executed original of the proxy is delivered to the President of the BOD at or before the beginning of such meeting.
Section 6. A majority of the duly elected BOD at the time of the meeting shall constitute a quorum for the transaction of business. The act of the majority of directors present at a meeting at which a quorum is present shall be the act of the BOD. At any meeting of the BOD at which a quorum is present, any business may be transacted and the Board may exercise all of its powers.
Section 7. Any member of the BOD with a conflict of interest shall abstain from voting on any motion relating to that conflict. Disclosure of said conflict must be made at the outset of the transaction.
Section 1. The officers of the corporation shall be a President, Vice President, Secretary and Treasurer and such other officers as may be deemed necessary by the BOD, each of whom shall be annually elected by the BOD and shall serve until his/her successor is duly elected and qualified. In addition to the power and duties specified below, the officers shall have powers and perform such duties as the BOD may prescribe.
Section 2. The President shall exercise the usual executive powers pertaining to the office of President and shall preside at meetings of the BOD.
Section 3. In the absence or disability of the President the Vice President will assume all duties and powers of the President.
Section 4. It shall be the duty of the Secretary to keep records of the proceedings of the BOD and to authenticate corporate records if requested.
Section 5. The Treasurer shall maintain and review financial records and report to the BOD. He/She shall deposit all funds and other valuable effects of the corporation in such depositories as may be designated by the BOD. In general he/she shall perform all of the duties incident to the office of Treasurer.
Section 6. Vacancies of any office arising from any cause shall be filled by the BOD at any regular or special meeting.
Section 7. No member of the BOD shall receive any compensation for serving in such office, provided that the corporation may reimburse any member for reasonable expenses incurred in connection with service on the BOD. Any such reasonable expenses that are not reimbursed by the corporation shall be regarded as a gift to the corporation. No provision of this section shall be construed as restricting the right of any Director to receive reasonable compensation for serving the corporation in a capacity other than as member of the BOD.
ADMINISTRATIVE AND FINANCIAL PROVISIONS
Section 1. The BOD may authorize any officer or officers, agent or agents 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.
Section 2. No loans shall be contracted for on behalf of the Foundation and evidence of indebtedness shall be issued in the name of the corporation unless authorized by a resolution of the BOD. Such authority shall be confined to specific instances. No loan shall be made to any officer or other member of the BOD of the corporation.
Section 3. No member officer of the BOD of the Foundation shall be authorized to expend any unbudgeted funds of the Foundation without seeking prior approval from the BOD. Any expenditure of funds, or obligation which commits or will possibly commit the Foundation to a sum or liability not provided for in the current fiscal year’s budget shall be submitted in advance to the BOD for approval. The President shall implement procedures and guidelines for compliance with this provision by staff hired by the Foundation.
Section 4. All checks issued by the Foundation shall be signed by the President and Treasurer.
Section 5. All funds of the Foundation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other custodians as the BOD may select.
Section 6. The fiscal year of the Foundation shall begin on July 1 of each year and end on June 30 of each succeeding year.
Section 7. The rules of procedure at meetings of the BOD shall be those contained in Robert's Rules of Order, Amended, so far as applicable and when not inconsistent with these bylaws, the Articles of Incorporation or any resolution of the BOD.
The property of the Foundation, unless otherwise directed by the donors, shall be held and applied in promoting the general purposes of the Foundation declared in its Articles of Incorporation. No property, including real estate, belonging to the Foundation shall be conveyed or encumbered except by authority of a majority vote of the BOD of the Foundation. Any such conveyance or encumbrance shall be executed by the President of the BOD in the name of the Foundation, and such instrument shall be duly attested and sealed by the Vice President/Secretary of the Foundation.
The BOD may authorize the Foundation to pay, or cause to be paid by insurance or otherwise, any judgment or fine rendered or levied against a present or former director, officer, employee, or agent of the Foundation in an action brought against such person to impose a liability or penalty for an act or omission alleged to have been committed by such person while a director, officer, employee, or agent of the Foundation, provided that the BOD shall determine in good faith that such person acted in good faith and without willful misconduct or gross negligence for a purpose which he or she reasonably believed to be in the best interests of the Foundation. Payments authorized hereunder include amounts paid and expenses incurred (including attorney’s fees) in satisfaction of any liability or penalty or in settling any action or threatened action, but in no event shall this Article permit payment of any amount, payment of which would give rise to any liability for taxes or penalties under Chapter 42 of the Internal Revenue Code 1953, if the corporation is at such time a private foundation.
Upon dissolution or other termination of the Foundation, any assets remaining after all debts of the Foundation have been paid shall be disposed of as provided in the Articles of Incorporation, Article VII.
These bylaws are adopted for the sole purpose of facilitating the discharge, in an orderly manner, of the purposes of the Foundation. These bylaws shall never be construed in any such way as to impair the efficient operation of the Foundation.