CEF Bylaws

Purpose

The purpose of the Creswell Education Foundation is to support the educational programs for both students and staff of the Creswell School District of Creswell, Oregon. CEF will support educational excellence to enhance student achievement, to recognize exemplary staff efforts, and to foster community support and involvement with our schools. CEF is operated exclusively for charitable purposes as a federally certified 501(c)(3) nonprofit corporation for the receiving of contributions and the making of distributions that are consistent with our mission.

Mission Statement

The mission of the Creswell Education Foundation is to foster community support for excellence in education for all students in the Creswell School District.

March 20, 2016

Bylaws
of
Creswell Education Foundation
(CEF)

  1. Offices

1.1 PRINCIPAL OFFICE. The principal office of CEF shall be located in Creswell, Oregon.

1.2 REGISTERED OFFICE. The registered office of CEF may be, but need not be, identical with the principal office. The registered office address shall be P.O. Box 206, Creswell, Oregon 97426. The registered office address may change from time to time by the board of director agreement upon due compliance with the Oregon Nonprofits Act for change of registered office.

1.3 PURPOSE. The Creswell Education Foundation is organized to support the educational programs for both students and staff of the Creswell School District of Creswell, Oregon. CEF will support educational excellence to enhance student achievement, to recognize exemplary staff efforts, and to foster community support and involvement with our schools. The purposes of CEF include the receipt, management and expenditure of funds or received through donations. CEF is operated exclusively for charitable purposes as a federally certified 501(c)(3) nonprofit corporation for the receiving of contributions and the making of distributions that are consistent with our mission.

  1. Board of Directors

2.1 DUTIES OF THE BOARD. All business and affairs of CEF shall be managed by its board of directors. The board shall have the power to make rules and regulations consistent with the laws of the state of Oregon and the bylaws of CEF.

2.2 RESPONSIBILITIES OF BOARD DIRECTORS. All directors are expected to attend meetings, serve as leaders of CEF and express the Foundation’s value and importance to the community, participate on a committee, become involved in fundraising activities of CEF, contribute financially to CEF, and positively promote the Foundation to others.

2.3 COMPENSATION. The board of directors may not compensate directors for their service. CEF may, by the vote of the directors, reimburse directors for actual expenses incurred related to legitimate expenses of CEF business, including travel on CEF business, according to Internal Revenue regulations. CEF may also pay directors for actual services to the foundation related to the director’s occupation (i.e., a director may be paid for legal or accounting services rendered to CEF) if these services are authorized by the board of directors, compensation is reasonable, and there is a written agreement detailing the arrangement for such compensation.

2.4 QUALIFICATIONS OF DIRECTORS. All directors must be individuals and not representatives of other entities.

2.5 NUMBER AND CLASSES. The number of CEF directors shall be a minimum of five directors. The board of directors shall fix the number from time to time.

2.6 ELECTION AND TERM. The directors shall be elected at the regular June meeting of our organization. The terms of office shall begin immediately upon election and qualification.

2.7 ATTENDANCE. Meeting attendance is required of directors. If a director misses 3 consecutive meetings or 50% of the meetings in a calendar year, the board of directors may ask for the resignation of that director. The CEF board of directors will attempt to accommodate the schedules of directors who demonstrate interest in the affairs of the Foundation.

2.8 RESIGNATION AND REMOVAL.  A director may resign at any time by delivering a written notice to the board of directors, its chairperson or secretary. It is effective at the earliest of the following:

  1. when received
  2. five days after its deposit in the United States mail, as evidenced by its             postmark
  3. on the date on the return receipt, if sent by registered or certified mail

Once delivered, any notice of resignation is irrevocable unless the board of directors agrees to revocation.

The board of directors may remove a director with cause at a meeting of the board of directors or a meeting called for that purpose. The vote for such removal must be at least 2/3 of the directors then in office.

2.9 VACANCIES. Any vacancy occurring on the board of directors may be filled by the affirmative vote of the majority of the remaining directors. If there is only one remaining director, that director may appoint the persons required to fill the vacancies.  A director elected to fill a vacancy shall be elected for the unexpired term of that director’s predecessor in office.

2.10 MEETINGS AND ACTIONS OF BOARD.  Regular and special meetings of the board of directors will be held on dates determined by the board, with appropriate notice.

2.11 MANNER OF ACTING. Unless expressly provided otherwise in these bylaws, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

2.11a A “CRITICAL DECISIONS” VOTE BY EMAIL may be authorized when a quorum was not present at meeting and a decision must be made before the next regular meeting. This procedure can only be used if the board members at the previous regular meeting authorize it.

2.12 NOTICE. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting. At least two days’ notice of the date, time and place of meeting must precede special/emergency meetings of the board of directors. Agendas will be furnished for all meetings prior to the meeting.

2.13 WAIVER OF NOTICE any required for a meeting in the following ways:

  1. Sign a waiver of notice with the meeting specified and file with the minutes.
  2. Attend the special/emergency meeting.

Any director may attend a special/emergency meeting and promptly upon arrival object to holding the meeting and not participate in transacting business at the meeting. The quorum rules will apply.

2.14 QUORUM. A majority of the current directors in office shall constitute a quorum for the meeting. If a quorum is not present, no business of CEF can be transacted.

 

2.15 ORDER OF BUSINESS The order of business at all meetings of the directors shall

be as follows:

Roll

Approval of minutes of preceding meeting

Financial report

Reports of Committees/Members

Unfinished business

New business

  1. Officers

3.1 OFFICERS OF CEF. The officers of CEF will consist of a chairperson, a vice chair, a secretary, and a treasurer. The office of vice chair may be a shared office with another office, except the chair. The board may elect such other officers as it determines. The Superintendent of Creswell School District, or a designee, will also be part of the board.

3.2 DUTIES OF OFFICERS.

  1. a) CHAIRPERSON. The chairperson shall be the executive officer of CEF and, subject to the control of the board of directors, shall supervise all of the business and affairs of CEF. The chairperson shall preside at all meetings of the board of directors. The chairperson may sign, with the secretary or any other proper officer of CEF, any board authorized documents relevant to the business of CEF. In general, the chairperson shall perform all duties incident to the office of chairperson and such other duties as may be prescribed by the board of directors

from time to time.

  1. b) VICE CHAIR. The vice chair will serve as chairperson when the chairperson is unable to participate and other duties assigned by the chairperson.
  2. c) SECRETARY. The secretary shall keep the minutes of the board of directors, see that all notices are duly given in accordance with the provisions of these bylaws or as required by state law and be the custodian of all CEF records. The board of directors may order that a notebook of copies of all CEF meeting minutes be available at the Creswell School District Office. In general, the CEF secretary will perform all duties incident to the office of secretary and such other duties as may be prescribed by the chairperson or by the board of directors.
  3.      d) TREASURER. The treasurer shall be responsible for all funds of CEF. The treasurer shall be directly responsible for the money due and payable to CEF and the banking of such money. The treasurer may work in concert with financial consultants designated by the board of directors to perform the duties of this office. In general, the treasurer will be responsible for all of the duties incident to the office of treasurer such as tax compliance, annual reporting, audit oversight and other such duties as assigned by the chairperson, board of directors, or applicable state laws. The treasurer is responsible for preparing and timely filing all necessary accounting reports required by the Internal Revenue Service to obtain and maintain the Foundation’s tax-exempt status under Section 501(c)(3) of the Internal Revenue Service.

3.3 STANDARD OF CONDUCT FOR OFFICERS. An officer will perform the duties of an officer in good faith, with the care an ordinarily prudent person in a like position would exercise in similar circumstances and in a manner that the officer believes to be in the best interest of CEF.

3.4 RESIGNATION AND REMOVAL OF OFFICERS. Any officer or agent appointed or elected by the board of directors may be removed by an affirmative vote of 2/3 of the directors when, in its judgment, the best interests of CEF would best be served thereby. Any officer of CEF may resign at any time by giving written notice to CEF and the board of directors. Any such resignation shall take effect at the time specified in the written notice.

  1. Committees

4.1 NOMINATING COMMITTEE. The board of directors will act as the nominating committee to propose nominees for the board of directors, candidates for officers of CEF and also nominate persons to be elected to fill vacancies on the board of directors.

4.2 OTHER COMMITTEES. The chairperson, with board approval, or the board, may establish such other committees as either sees fit.

  1. General Provisions

5.1 AUTHORITY TO INDEMNIFY (PROTECT FROM HARM) DIRECTORS.

(a)Except as provided in (b) of this section, CEF may indemnify an individual made party to a

proceeding because the individual, is or was a director, against liability in the proceeding,

if:

  1. The conduct of the individual was in good faith;
  2. The individual reasonably believed that the individual’s conduct was in the best      interest of CEF, or at least did not conflict with CEF’s best interest;
  3. In the case of a criminal proceeding, the individual had no reasonable cause to     believe the individual conduct was unlawful.

(b) CEF may NOT indemnify a director if:

  1. In connection with the proceeding, by the right of the Foundation, the director     was adjudged liable to CEF;
  2. In connection with the proceeding, the individual is charged with receiving     improper personal benefit.

(c) Indemnification permitted under this section is limited to reasonable expenses incurred in

connection with the proceeding. Any authorization of payments under this section shall be

made by a resolution of the board of CEF board of directors may choose to purchase

insurance to cover the possibility of this expense directors.

5.2 AMENDMENTS OF BYLAWS. These bylaws may be altered, amended or repealed and new bylaws adopted by a majority of the board of directors of CEF, if a quorum is constituted.

5.3 CONFLICT OF INTEREST. A conflict of interest transaction is a transaction with CEF in which a board director(s) has a direct or indirect interest beyond board membership. Such a conflict does not void the transaction if the transaction is fair to CEF at the time it was agreed upon:

  1. a) by a vote of the board of directors with full knowledge of the conflict

or, b) approval of the state Attorney General or the circuit court in an action in which the                               Attorney General is joined as a party.

5.4 FISCAL YEAR. The fiscal year of CEF will be from the 1st day of July to the last day of June. (Agreed to by vote of CEF Board on 12/6/11.)

5.5 ANNUAL REPORTING. The records and books of CEF are to be accounted for at least once for the fiscal year, usually at the June regular meeting for the previous year. Interim monthly reports of finances shall be presented at each regular meeting of CEF.

5.6 DISOLUTION. In the event that CEF is dissolved, the board of directors shall, after paying all liabilities owed, transfer the assets of CEF to the Creswell School District.

  1. Contracts, Loans, Checks, and Deposits

6.1 CONTRACTS. The board of directors may authorize any officer or agent to enter into a contract or execute and deliver any instrument in the name of and on behalf of CEF. Such authority may be in general or confined to specific instances.

6.2 LOANS TO CEF. No loan shall be made on behalf of the Foundation and no evidence of indebtedness shall be issued in its name unless authorized by the board of directors. Such authority may be in general or confined to specific instances.

6.3 CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of CEF shall be signed by such officers or agents as authorized by the board of directors.

6.4 DEPOSITS. All funds of CEF shall be under the supervision of the board of directors and shall be handled as the board of directors may authorize.

6.5 GIFTS/BEQUESTS/ENDOWMENTS. Gifts, devises (donated goods i.e., a donated automobile), bequests (cash) and endowments (cash given in someone’s name and distribution through interest income) may be made to CEF by naming CEF as the recipient and by a majority vote of the board of directors. Each contributor of such donations to CEF agrees to all terms consistent with the purpose of CEF and these bylaws. Such contributions may be merged with other gifts or used as a single fund. They may be designated and retain their identity as a separate fund if agreed upon by the giver and the board of directors of CEF. Gifts of devises can be accepted after conferring with an attorney and approval of the CEF board of directors as to how the devise may be converted to cash for the benefit of the Foundation.

6.6 DISTRIBUTIONS. Distributions shall fund programs and projects aligned with the mission of CEF. Distributions shall be made at least annually for one or more purposes of the Foundation. Distribution will be made without discrimination of the age, sex, color, religious affiliation, disability or national origin of the individuals or programs to be benefited thereby.

These bylaws were approved at a meeting of the board of directors of Creswell Education Foundation