Articles of Incorporation | Bylaws

BYLAWS  OF THE TUMWATER EDUCATION FOUNDATION

ARTICLE I

PRINCIPAL OFFICE

Section 1.    Principal Office.  The principal office for the transaction of the business of the corporation shall be located at PO Box 15122 , Tumwater , Washington 98501.

 ARTICLE II

MEMBERS

Section 1.   Number.  The corporation shall have no members.

ARTICLE III

PURPOSE

      The purpose of the Foundation is to enhance educational opportunities and educational excellence for students of the Tumwater School District No. 33.  This end is to be accomplished by:

      Section 1.  Receipt of gifts and pursuit of fund-raising which shall provide resources in any form acceptable to the Foundation Board.

      Section 2.  Establishment of an endowment fund and the investment of other resources and provision for stewardship and accountability for gifts.

      Section 3.  Identification, upon the request of the Tumwater School District , of projects which will provide for:

1. Recognition of student and staff achievement scholarship or leadership.

2. Encouragement and promotion of educational improvement, innovation and staff development.

3. Provision of resources for special projects and programs which exceed the funding resources of the basic educational program.

4. Provision of a contingency fund for assisting individual students and school activities.

      The foundation shall not endorse or support political campaigns, candidates, or any ballot issue.

      The foundation will allocate funds without regard to race, color, national origin, gender, or disability.

ARTICLE IV

BOARD OF DIRECTORS

Section 1.  General Powers.  The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2.  Board Composition

      2.1 Composition   The number of directors of the Corporation shall be not less than ten and no more than twenty-four.  One, non-voting, liaison will serve on the board to represent the Tumwater School District .

2.2    Election  Membership on the board shall be by election of the Board Members.  The annual election of Board Members and officers shall take place at the regularly scheduled meeting of the Board in May.  Board Members are elected by a majority vote of the Board.  Newly elected Board Members and officers shall be instated at the regular scheduled meeting of the Board in September.

At least ninety days prior to the May meeting, the Board President shall appoint a Nominating Committee to nominate candidates for election to the Board and to the officer positions.

The Nominating Committee shall accept nominations from Board Members and the public up to thirty days in advance of the May board meeting.  Board Members shall receive written notice of all candidates at least seven days prior to the regular Board Meeting in May.

2.3    Terms  Board Members shall serve three year terms.  A person filling a vacancy, serving two years or more of an unexpired term, shall be deemed to have served a full term.  There are no limits to the number of terms a director may serve.

2.4     Vacancies.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.  Any directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office continuing only until the next election of directors by the members.

      Section 3.  Meetings

3.1    Regular Meetings  Regular meetings of the Board shall be held at least once each month on a day and time as approved by a majority of the Board.  Meetings may be canceled or changed by action of the Board. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

3.2     Special Meetings  Special meetings of the Board of Directors may be called by the President, a majority of the whole Board, or if requested in writing by three Board Members.  Each member shall receive personally or by mail, notice of the date, time, and place of the meeting and the matters to be taken up at the meeting at least 24-hours in advance.  No other business shall be transacted at the time of the special meeting.

3.3    Quorum  A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

3.4    Agenda  The President shall prepare a written agenda for each Board Meeting.

3.5     Executive Committee.  The Board of Directors may, by resolution adopted by a majority of the whole Board, designate from among its members an Executive Committee and one or more other committees, each of which, to the extent provided in said resolution, shall have and may exercise all the authority of the Board of Directors, but no such committee shall have the authority of the Board of Directors in reference to amending the Articles of Incorporation, adopting a plan of merger or consolidation, recommending to the members the sale, lease, exchange or other disposition of all or substantially all the property and assets of the Corporation otherwise than in the usual and regular course of its business, recommending to the members a voluntary dissolution of the Corporation or a revocation thereof, or amending the Bylaws of the Corporation.

3.6     Presumption of Assent.  Directors who are present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting or unless they  file written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to the director who voted in favor of such action.

3.7     Action by Directors Without a Meeting.  Any action required to be taken or which may be taken at a meeting of the directors or of a committee may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the directors, or all of the members of the committee, as the case may be.  Such consent shall have the same effect as a unanimous vote.

 Section 4.   Removal of Director.

4.1  Discipline.  In case of misconduct or neglect of duty by any officer or Board Member, a   two-thirds majority of the Board may declare the position of such offender vacant provided the accused shall have had a reasonable notice and opportunity to making defense.

 ARTICLE V

 OFFICERS

    The officers of the Corporation shall be a President, Vice President, Secretary and Treasurer, each of whom shall be elected by the Board of Directors.  The term of the officers shall be for one year.  Any two or more offices may be held by the same person, except the offices of President and Secretary.

      Section 1.  Removal of Officer.

1.1  Discipline  Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby.  Election or appointment of an officer or agent shall not create contract rights.

      Section 2.   Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

      Section 3.   Authority.  All officers and agents of the Corporation, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in the Bylaws, or as may be determined by resolution of the Board of Directors not inconsistent with the Bylaws.

      Section 4.   President.  The President shall be the principal officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation.  He or she shall, when present, preside at all meetings of the members and of the board of Directors.  He or she may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as my be prescribed by the Board of Directors from time to time.

      Section 5.   Vice President.  In the absence of the President or in the event of his or her death, inability or refusal to act, the Vice President shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  Any Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Section 6.    The Secretary.  The Secretary shall (a) keep the minutes of the member’s and the Board of Directors’ meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records; (d) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; (e) have general charge of the membership records of the Corporation; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the board of Directors.

      Section 7.   The Treasurer.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.  He or she shall:  (a) Have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the corporation from any source for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article IV of these Bylaws; and (b) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

ARTICLE VI

SENIOR SCHOLARSHIP COMMITTEE

      Section 1.   A Senior Scholarship Committee shall be created to assist the Board of Directors and Officers.  Its membership shall be open to all interested individuals.  Its purpose shall be to assist in raising funds and encouraging participation in the scholarship activity of the Corporation.  It may make recommendations it deems appropriate to the Board of Directors.  It shall organize itself in any fashion deemed appropriate by its members.

ARTICLE VII

CONTRACTS, LOANS, CHECKS AND DEPOSITS

      Section 1.   Contracts.  The Board of Directors 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 conjoined to specific instances.

      Section 2.   Loans.  No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

      Section 3.   Checks, Drafts, Etc.,  All checks, drafts or other order for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

      Section 4.   Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors my select.

ARTICLE VIII

WAIVER OF NOTICE

      Whenever any notice is required to be given to any member or director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Nonprofit Corporation Act of the State of Washington, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

 FISCAL YEAR

 The fiscal year of the corporation shall end on the 30th day of September of each year.

ARTICLE X

AMENDMENTS

 The power to adopt, alter, amend or repeal the Bylaws or adopts new Bylaws is vested in the Board of Directors.

      Dated:_______________________________

                                                                                   ______________________________

                                                                                    Acting Secretary

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