BY-LAWS

OF KETCHUM ACADEMIC FOUNDATION, INC.

 

BY-LAWS

OF

KETCHUM ACADEMIC FOUNDATION, INC.

ARTICLE I

TITLE, PURPOSE, LOCATION

 

Section 1: TITLE

The Corporation shall be known as Ketchum Academic Foundation (KAF), Inc. (hereinafter called the "Corporation") which shall at all times be operated and conducted as a non-profit educational and/or charitable corporation, organized under the laws of the State of Oklahoma, Title 18, O.S. 851-862.

Section 2: PURPOSE

The objects of the Organization shall be to fulfill the purposes set forth in the Articles of Incorporation, to-wit:

To receive and administer funds for scientific, education and charitable purposes and to that end to take and hold by bequest, devise, gift, grant, purchase, lease or otherwise, either absolutely or jointly, with any other person, persons or corporation, any property, real, personal, tangible or intangible, or any undivided interest therein, without limitation as to amount or value; to sell, convey or otherwise dispose of any such property and to invest, re-invest, or deal with the principal or the income thereof in such manner as, in the judgment of the Trustees, will best promote the purposes of the Corporation, without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received, the Articles of Incorporation, these By-Laws, or any laws applicable thereto.

Without limiting the generality of the foregoing, one of the principal purposes of the corporation

shall be the fostering of educational opportunities for the youth of the Ketchum School system through making grants and/or contributions to the educational institutions of such school system to enable them to meet the expenses of education and provide a higher quality of education.

In general, to do any and all acts and things, and to exercise any and all powers which it may now or hereafter be lawful for the Corporation to do or exercise under and pursuant to the laws of the State of Oklahoma for the purpose of the Corporation.

The purposes for which the Corporation is organized shall be confined to those which are strictly scientific, educational and charitable.

The Corporation shall not engage nor shall any of its funds, property or income be use in carrying on propaganda or otherwise attempting to influence legislation, nor shall the Corporation participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.

To acquire such property, real and personal, to sell such property, real and personal, and to do such other things as may be necessary for carrying out the general purposes declared herein.

The Corporation shall not borrow money or pledge any of its property as collateral or security for the repayment of any debt(s).

Section 3: PLACE OF BUSINESS

Business may be conducted at any place convenient to such directors or officers as may be participating. The official address of the Organization shall be:

404 N. Boston

Ketchum, OK 74349

 

ARTICLE II

MEMBERSHIPS AND MEETINGS

Section 1: ELIGIBILITY

The members of the Corporation shall be its Trustees.

Section 2: MEETINGS

The members of the Corporation shall meet on the 2nd Monday of each month at 6:00 PM and monthly thereafter for the purpose of electing the Trustees of the Corporation and for regular monthly meetings.

Section 3: ORGANIZATION OF MEETINGS

The President shall call the meeting to order and shall act as Chairman, unless the members present should designate another person as Chairman. The Secretary of the corporation shall act as Secretary at all meetings, but in the event of his/her absence or failure to act, the Chairman shall appoint another person to act as Secretary pro tem. All meetings shall be recorded onto paper as well as a taped recording version of the meeting. Should the meeting be called into Executive Session, the recorder will be stopped during this period and resume when the Executive Session has ended.

Section 4: QUORUM AT MEETING

A quorum of the members shall consist of five (5) members of existing membership.

Section 5: VOTING AT MEETING

At each meeting of the members, each member shall be entitled to vote, in person or by proxy appointed by an instrument in writing, subscribed by such member and bearing date not more than (30) thirty days prior to said meeting. All elections shall be had, all questions decided and all business transacted by a simple majority vote of such quorum.

Section 6: REMOVAL OF MEMBERS OR OFFICERS

Any member, elected officer or member of any committee may be removed from office by the affirmative vote of a majority of the members present, in person or by proxy, at any regular or special meeting called for that purpose, for conduct detrimental to the interests of the Corporation, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purposes. Any such member, elected officer or member of any committee proposed to be removed shall be entitled to at least (10) ten days notice in writing by mail of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.

ARTICLE III

BOARD OF TRUSTEES

Section 1: GENERAL

The Board of Trustees, which shall be the Board of Directors for all legal purposes, shall be the sole governing body of the Organization. The operation, business and property of the Organization shall be managed and controlled by the Board of Trustees. The Board of Trustees shall prepare or cause to be prepared an annual budget, which shall be submitted to the board at the annual meeting for approval. Individual Trustees shall not receive any compensation for their services as Trustee; however, the Board may approve reimbursing individual Trustees for direct operation expenses incurred on behalf of the Organization. All receipts must be provided for approval of reimbursement. Expenses of attending Board Meeting(s) shall not be reimbursable.

Section 2: APPROVALS

Fund raising plans, contracts and expenditures must be approved by the Board prior to final commitment. Written contracts shall be executed by the President or, in his/her absence, by the Vice-President, and attested by the Secretary.

Section 3: BY-LAW CHANGES

The By-Laws of the Organization shall be subject to change only by vote of 2/3 of the Board of Trustees.

Section 4: NUMBER

The number of elected Trustees shall be (8) eight.

Section 5: ELECTION AND TERM

The Board of Trustees shall be elected by the members of the Corporation annually for a term of (3) three years; provided however, (3) three of the initial (8) eight elected Trustees shall be elected for terms of (1) one year only and (5) five of the initial (8) eight elected Trustees shall be elected for the terms of (2) two years only. After the initial election, all Trustees shall be elected for terms of (3) three years. Individuals may succeed themselves for one additional term. This restriction does not preclude an individual from being re-elected after a (1) one year absence from the Board.

Section 6: NON-ELECTED TRUSTEES

The Board of Trustees shall include (2) two ex-officio, non-voting Trustees: (a) the Superintendent of the Ketchum Public School System; and (b) an ex-officio member at large. The member at large shall serve as a Trustee of the Organization for a term decided by such Board of Trustees provided the individual is a member of such Board at all times.

Section 7: VACANCIES

In the event of an unscheduled vacancy of the Board of Trustees, the remaining Trustees may elect a successor to fulfill the unexpired term by an affirmative vote of the majority of said remaining Trustees. The Trustee so elected shall function as a Trustee immediately upon election.

Section 8: MEETINGS

ANNUAL MEETINGS

The newly constituted Board of Trustees shall hold its first annual meeting for the purpose of the organization and the transaction of business at such time as may be agreed upon by a majority of said Trustees.

SPECIAL MEETINGS

Other meetings of the board of Trustees shall be called by the President, or, at the written request of (3) three of the members of the board. The Secretary or President shall give oral; or written notice of the time and location of each such meeting to each Trustee at least (2) two days prior to the meeting; however, if all Trustees waive the advance notice requirement, either orally or in writing, to the President or Secretary, a Board Meeting may be convened at any time. Any action which might be taken at a meeting of the Board of Trustees may be taken without a meeting, if a Record of Memorandum thereof be made in writing and signed by all the Trustees and filed with the Secretary and made a part of the Corporation records.

Section 9: MEETINGS – WHERE HELD

Meetings of the Board of Trustees shall be held at such place as the Trustees may determine.

Section 10: QUORUM

Five (5) Trustees in office shall constitute a quorum for the transaction of business by the Board. If less than a quorum is present, those present may adjourn the meeting from time to time until a quorum shall be present.

Section 11: VOTING

For as long as a quorum exists, a simple majority vote of Trustees present is required to transact business.

 

ARTICLE IV

OFFICERS

Section 1: ELECTION

The officers shall be elected by the board at the first meeting of the Trustees, or at such other time as the Board may determine. The officers of the Corporation shall be President, Vice-President, Secretary and Treasurer, plus any other officers as may be designated by the board. All officers shall be elected from the Trustees of the Board. Officers shall hold offices for a period of (1) one year or until successors are elected. Any officer elected or appointed by the Board may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board then in office.

Section 2: PRESIDENT

The President shall be the Chief Executive Officer of the Corporation and shall preside at all meetings of the Board. He/she shall enforce the rules and By-Laws of the Corporation and serve as ex-officio member of all committees and subcommittees.

Section 3: VICE-PRESIDENT

The Vice-President shall perform the duties and exercise the powers of the President during the absence and disability of the President.

Section 4: SECRETARY

The Secretary shall be responsible for keeping all documents and records of the Corporation including, but not limited to, recording minutes of all meeting of the Board. In the absence of the Secretary at meetings, the President shall appoint a temporary secretary to record the minutes. A tape recorder shall be used for all meetings.

Section 5: TREASURER

The Treasurer shall maintain the financial records of the Corporation. The Treasurer shall receive all money and deposit said money in a bank account in the name of the Corporation after review by the President and shall disburse all monies as have been approved by the Board and are due and payable. In addition, the Treasurer shall prepare and present a financial report at each meeting of the Board. All cash transactions will be provided with a receipt for record keeping purposes.

Section 6: EXECUTIVE COMMITTEE

There shall be an Executive Committee composed of the officers of the Foundation. The Executive Committee shall meet at the call of the President or any two officers to conduct the affairs of the foundation between meetings of the board. All action taken by the Executive Committee shall be subject to ratification by the Board. Five (5) members of the Executive Committee shall constitute a quorum for the transaction of business by the Executive Committee.

Section 7: COMMITTEES

Except as otherwise stated in these By-Laws, the Trustees shall appoint the members and designate the Chair of Standing and other Committees. The Chairman of each Standing Committee must be a member of the Board of Directors, but the committee members may be selected from the community at large.

Section 8: STANDING COMMITTEES

  • Allocations Committee: There shall be an Allocations Committee whose responsibilities shall include review of proposals and recommendations for program allocations, such as grants-to-teachers, experts in residence, school site grant program, teacher/administrator scholarships and other board approved programs.

  • Finance Committee: There shall be a Finance Committee whose responsibilities shall include fact finding and record keeping for the Board on matters relating to the financial administration of the Foundation, and preparation of the annual Budget for presentation to the Board. The Chairman of the Finance Committee shall be the Treasurer of the Foundation. The Finance Committee shall also be responsible for recommending sound investment strategies.

  • Fund Raising Committee: There shall be a Fund Raising Committee whose responsibilities shall include planning for the solicitation of contributions in support of the Foundation’s purpose, both short-term and long-term.

  • Public Information Committee: There shall be a Public Information Committee whose responsibilities shall include planning a program to gain understanding and acceptance of the foundation by the community and to communicate fully and regularly with the Foundation’s beneficiaries, sponsors, donors, the alumni of Ketchum Public Schools and other interested parties about the Foundation’s goals, programs and activities.

  • Nominating Committee: There shall be a Nominating Committee appointed by the President (30) thirty days prior to the annual Board meeting whose responsibilities shall be to nominate Trustees to fill vacancies.

  • Long-Range Planning Committee: There shall be a Long-Range Planning Committee to establish goals for the 2006-2007 fiscal year and beyond. The Long-Range Planning Committee serves to provide continuity for the development of the Foundation as well as a means to evaluate the progress of the program. At the President’s discretion, the Executive Committee of the Foundation Board may also serve as the Long-Range Planning Committee.

    •

     

    Section 9: SPECIAL COMMITTEES

    Special committees may be appointed by the Trustees for such tasks as circumstances warrant. Such special committees shall limit their activities to the accomplishment of the task for which created and appointed and shall have no power to act, except such as is specifically conferred by action of the Board of Trustees. Upon completion of the task for which appointed, such special committees shall stand discharged.

    ARTICLE V

    EXECUTION OF CONTRACTS

    Except as otherwise required by statute, The Articles of Incorporation or these By-Laws, any contracts or other instruments may be executed and delivered in the name and on behalf of the Corporation by such officers (including any assistant officer) of the Corporation as the Board may from time to time direct. Such authority may be general or confirmed to specific instances as the Board may determine. Unless, authorized by the Board or expressly permitted by these By-Laws, an officer or agent or employee shall not have any power or authority to bring the Organization by a contract or engagement or to render it financially liable for any purpose or to any amount.

     

    ARTICLE VI

    CHECKS, DRAFTS, ETC.

    All checks, drafts, bills of exchange or other orders for the payment of money out of the funds of the Corporation shall be signed in the name and on behalf of the Corporation by such persons and in such manner as shall from time to time be authorized by the Board. The signature of the Treasurer or Secretary and the President shall be required on checks and other forms required by the Corporation.

     

    ARTICLE VII

    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 may designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Organization, checks, drafts and other orders for the payment of money which may be payable to the order of the Organization may be endorsed, assigned and delivered by the Treasurer or in such other manner as the Board may determine by resolution. All deposits shall be insured.

     

    ARTICLE VIII

    GENERAL AND SPECIAL BANK ACCOUNTS

    The Board may, from time to time, authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may designate or as may be designated by any other officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-Laws, as it may deem expedient.

    ARTICLE IX

    NON-PROFIT OPERATIONS AND DISTRIBUTION OF PROCEEDS

    The Corporation shall not be operated for a profit. There shall be no distribution of cash or property way of interest or dividends to any officer or Trustee of the Corporation of whatsoever character of description, except that the Corporation may pay reasonable compensation for services rendered. The balance of all money received by the Corporation, after payment of all debts and obligations of the Corporation of whatsoever kind and nature, shall be used and distributed exclusively for carrying out only the purposes of the Corporation.

    The Board of Directors reserves the right at the end of the school term to disburse excess monies for scholarship and savings bond funds. These funds will be disbursed to students who receive letter/grade point average grades. Teachers and Principals may submit the students name by April 30th. The Board of Directors will review the submitted names and make selection of recipient(s) based upon the students GPA and Merits (i.e. days absent, attitude, leadership skills, etc.).

     

    ARTICLE X

    TRUSTEES ANNUAL STATEMENT

    The Board of Trustees shall present at each annual meeting a full, clear and detailed statement of the business and condition of the Corporation duly audited as appropriate by a firm of certified public accountants designated by vote of the Directors.

     

    ARTICLE XI

    MISCELLANEOUS PROVISIONS

    Section 1: FISCAL YEAR

    The Fiscal Year of the Corporation shall end December 31st of each year.

    Section 2: NOTICES

    Whenever any notice is required by these By-Laws to be given, personal notice is not meant, unless expressly so stated; and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed post-paid envelope, addressed to the person(s) entitled thereto at his/her last known post office address, and such notice shall be deemed to have been given on the day of such mailing. Any notice required to be given under these By-Laws may be waived by the person entitled thereto.

    Section 3: CONTRIBUTIONS

    The Trustees shall have the power and discretion to accept or reject contributions and shall have the power to determine whether or not contributions may be designated and earmarked for specific purposes; provided, however, all contributions designated or otherwise shall be used for a lawful use and be within the purpose of the Corporation and shall not constitute a use which would cause the Corporation to lose its tax exempt status.

    Section 4: POLICIES

    The Trustees are empowered to pass from time to time those policies they deem necessary to implement the various purposes of the Foundation.

     

    ARTICLE XII

    ORDER OF BUSINESS

    At all regular meetings of the Directors and the Board of Trustees, the regular order of business shall be:

    Call to Order

    Minutes

    Committee Reports

    Old Business

    New Business

    Set Date of Next Meeting

    Adjournment

    Roberts Rules of Order (in its most recent edition at the date of its use) shall be the parliamentary authority for all matters of procedure not specifically covered by these By-Laws or by other specific rules of procedure adopted by the Directors of the Foundation.

     

    ARTICLE XIII

    APPROVAL

    The foregoing By-Laws, after having been read article by article, were adopted by the Trustees and certified by the Secretary of the Ketchum Academic Foundation, Inc. at the Board Meeting held on the 13th day of March, 2006.

     

    _____________________________

    Secretary

     

    APPROVED:

    _____________________________________

    PRESIDENT