Woodland Community Consolidated
District #50 Educational Foundation
NAME, PURPOSE, OFFICES, CORPORATE SEAL
The name of this corporation is the Woodland Community Consolidated District #50 Educational Foundation, hereinafter referred to as the Foundation.
The Foundation is established for the purpose of accepting and disbursing contributions, gifts, and bequests from individuals, groups, or businesses to support efforts to enrich and supplement the regular education programs offered students of Woodland Community Consolidated District #50. All such efforts shall be for charitable or educational purposes as defined by Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law).
The principal office of the Foundation shall be located in Lake County, Illinois, but may be changed from time to time by resolution of the Board of Directors. The Foundation may have such other offices either within or without the State of Illinois as the business of the Foundation may require from time to time.
The registered office of the Foundation (required by the General Not-For-Profit Corporation Act) maintained in the State of Illinois, may be, but need not be, identical with the principal office in the State of Illinois, and the address of the registered office may be changed from time-to-time by the Board of Directors.
1.4 Corporate Seal
The corporation may have a corporate seal, a design and form to be determined by the Directors.
BOARD OF DIRECTORS
2.1 General Powers
The business and affairs of the Foundation shall be managed by its Board of Directors (hereinafter, “Board of Directors”. Each individual member of the Board of Directors shall be referred to as a “Director”). The Foundation Board of Directors shall have the power to enter into any and all contracts necessary to carry out the purposes of the Foundation.
2.2 Number and Qualifications
The initial Board of Directors shall be appointed by the Incorporators. The minimum number of Directors on the Board of Directors shall be 4, the maximum shall be 15, with the initial Board of Directors to number 4. Directors need to live in the community or host their place of business within the community. Additionally, so as to maintain complete independence between the Foundation and the District it serves, Directors are not otherwise employed by the Woodland Community Consolidated District #50 or a member of the Woodland Community Consolidated District #50 School Board.
The total number of Directors on the Board of Directors may be increased or decreased within the range set forth in this Section upon a vote of the entire Board of Directors. Such vote will become effective on the first day of the Fiscal Year subsequent to the Board of Directors’ action. Any new seat(s) created on the Board under this paragraph shall be filled at the next annual meeting of the Board of Directors.
2.3 Election and Term
The Directors shall be appointed by the Board of Directors.
The terms of all Directors shall expire at the annual meetings of the Board of Directors, as determined by the staggered terms below. Despite the expiration of a Director’s term, he or she will continue to serve until he or she is reappointed, until a new Director is appointed to fill the directorship, or the Board of Directors votes to reduce the number of Directors and eliminate this Directorship. If a Director does not complete his or her term for any reason, including, but not limited to, death, resignation or removal, the new Director appointed to fill the resulting vacancy will be appointed for the remainder of the term of the prior Director.
The initial Directors of the Foundation shall be appointed to serve staggered terms as follows: two Directors shall serve two (2) years; two Directors shall serve three (3) years. After an initial Director has completed his or her first term, all subsequent terms, whether held by the initial Director or another taking the place of the Director, shall be for three (3) years.
In the event the number of Directors is increased, Directors appointed to fill these additional positions shall be appointed for staggered terms, as determined by the Board of Directors.
A Director may resign at any time by written notice delivered to the Board of Directors or the President or Secretary of the Foundation. A resignation will be effective when the notice is delivered unless the notice specifies a future date. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date of the resignation.
2.5 Annual Meetings
The annual meeting of the Board of Directors shall be held in the first quarter (July 1 – Sept. 30) of the fiscal year (July 1-June 30) at such time and place as may be fixed by the Board of Directors,. The annual meeting shall be held for the purpose of adopting the Foundation’s Annual Plan, electing members of the various committees, and considering other such business as shall come before the meeting.
2.6 Regular Meetings
At the annual meeting of the Board of Directors, the time and place of no fewer than three additional meetings shall be fixed. If no action is taken by the Board of Directors at their annual meeting to fix either the time or place of theseadditional regular meetings, then such regular meetings shall be called as necessary at such time and place as the Board of Directors may determine. In addition to meetings fixed under this section, the Foundation Board of Directors may call such other meetings as necessary throughout the year.
2.7 Special Meetings
Special meetings of the Board of Directors may be called by the President of the Board of Directors or by a majority of the full Board of Directors. A majority of members of the full Board of Directors may fix any place, either within or without the State of Illinois, for holding any special meeting of the Board of Directors.
2.8 Informal Action by Directors
Except when required otherwise by these Bylaws, any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors or a committee thereof, may be taken without a meeting if a consent in writing, including electronic signatures, setting forth the action so taken, shall be signed by not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Directors entitled to vote thereon were present and voting.
2.9 Notice of Meetings
Written notice of all meetings stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each Director not less than five (5) days nor more than sixty (60) days prior to the date of the meeting. In the case of a removal of one or more Directors, a merger, consolidation, dissolution, or sale, lease or exchange of assets, written notice shall be delivered to each Director not less than twenty (20) nor more than sixty (60) days before the date of the meeting. The notice shall either be delivered personally, mailed or transmitted by facsimile or other electronic means to each Director at his or her address as it appears on the records of the Foundation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. Any Director may waive, in writing, notice of any meeting. The attendance of a Director at any meeting shall also 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 convened. Neither the business to be transacted nor the purpose of any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
2.10 Participation in Meetings
Directors may participate in and act at any meeting of the Board of Directors or a Committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such manner shall constitute attendance and presence in person at such meeting of the person or persons so participating. Directors may not act by written proxy on any matter.
A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business, but, if less than a majority of the Board of Directors is present, a majority of those Directors present may adjourn the meeting from time-to-time without further notice.
2.12 Manner of Acting
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 unless the act of a greater number is required by the Articles of Incorporation or these Bylaws.
2.13 Conflict of Interest
A Director shall abstain from voting on any matter in which that Director, directly or indirectly, has a material or financial interest. Donations to the Foundation, regardless of their source, shall not be considered to create material or financial interest in any person for the purposes of this section. Any and all aspects of applicable state and federal laws governing conflict of interest shall be followed.
Any vacancy occurring in the Board of Directors, for reasons other than the expiration of a term of a Director, shall be filled by appointment by the Board of Directors.
The Board of Directors may, by resolution, designate committees of not fewer than three (3) individuals. To the extent specified by the Board of Directors, each committee may exercise the authority of the Board of Directors; provided however, a committee may not: a) adopt a plan for the distribution of the assets of the corporation, or for dissolution; b) fill vacancies on the Board of Directors or any of its committees; c) elect, appoint or remove any Officer or Director or member of any committee; d) adopt, amend, or repeal the Bylaws or the Articles of Incorporation; e) adopt a plan of merger or adopt a plan of consolidation with another corporation, or authorize the sale, lease, exchange or mortgage of any property or assets of the corporation; or f) amend, alter, repeal or take action inconsistent with any resolution or action of the Board of Directors when the resolution or action of the Board of Directors provides by its terms that it shall not be amended, altered or repealed by action of a committee. Individuals who are not Foundation Directors may serve on committees. At least two (2) Foundation Directors must serve on each committee. The Board of Directors also may create and appoint persons to an advisory body which may or may not have Foundation Directors as members. The authority of an advisory body is limited to making recommendations to the Board of Directors.
Any Director appointed by the Board of Directors may be removed by the Board of Directors when in its judgment the best interests of the Foundation would be served thereby, but, to the extent required by law, such removal shall be without prejudice to the contract rights of the person so removed. Election or appointment of a Director shall not of itself create any contract rights. Removal of a Director shall require an affirmative vote of a majority of the Directors then in office present and voting at a meeting of the Board of Directors at which a quorum is present. Action to remove a Director may not be taken informally under Section 2.7. Notice of such meeting must be made in accordance with the Notice provision of Section 2.8 and shall state that a purpose of the meeting is to vote upon the removal of one or more Directors named in the Notice. Only the named Director(s) may be removed at such a meeting.
The Board of Directors of the Foundation will not be compensated for service to the Foundation as Directors, officers, or otherwise. Directors, however, may be reimbursed for expenditures incurred related to Foundation business, as approved by the Board of Directors. Such reimbursements and substantiation of expenditures shall conform to applicable state and federal law.
2.18 Governing Members
The Foundation shall have no governing membersas defined in the Illinois Not For Profit Corporation Act (805 ILCS 105/107.03.
The Board of Directors may employ staff as it deems necessary, and shall fix the salary, responsibilities and other considerations of employment.
All Officers of the Foundation shall be Directors. The Officers of the Foundation shall include a President, one or more Vice Presidents, a Treasurer, a Secretary, and any such Assistant Treasurers and Assistant Secretaries or other Officers as may be appointed by the Board of Directors. Any two or more offices may be held by the same person except the offices of President and Secretary. No person may hold the same office for more than four (4) consecutive one-year terms.
3.2 Election and Term
The Officers of the Foundation shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each Officer shall hold office until his successor shall have been duly elected and shall have qualified or until he or she shall resign or shall have been removed in the manner hereinafter provided.
Any Officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors when in its judgment the best interests of the Foundation would be served thereby, but, to the extent required by law, such removal shall be without prejudice to the contract rights of the person so removed. Election or appointment of an officer or agent shall not of itself create any contract rights. Removal of an Officer shall require an affirmative vote of a majority of the Directors then in office present and voting at a meeting of the Board of Directors at which a quorum is present. Action to remove an Officer may not be taken informally under Section 2.7. Notice of such meeting must be made in accordance with the Notice provision of Section 2.8 and shall state that a purpose of the meeting is to vote upon the removal of one or more Officers named in the Notice. Only the named Officer(s) may be removed at such a meeting.
Vacancies may be filled or new offices filled at any meeting of the Board of Directors. A vacancy in any office because of death, resignation, removal or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
The President, or in his/her absence, the Vice President, shall preside at all meetings of Directors and shall be the chief elected executive Officer of the Foundation, and in general supervise and control all business and affairs of the Foundation, perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
3.6 Vice President
In the absence of the President or in the event of his/her 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 restrictions upon the President.
If required by the Board of Directors, the Treasurer shall, at the expense of the Foundation, give a bond for the faithful discharge of his/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 Foundation; receive and give receipts for money due and payable to the Foundation from any sources whatsoever and deposit all such moneys in the name of the Foundation in such banks, trust companies or other depositaries as shall be selected by the Board of Directors; (b) furnish each Director with a copy of the annual report of audit of the Foundation; (c) sign checks and approve expenditures; and (d) in general perform all duties incident to the office of Treasurer and such other duties as from time-to-time may be assigned to him/her by the Board of Directors. If the Treasurer is unavailable to sign checks or approve expenditures, another individual authorized by the Board may perform these tasks.
The Secretary shall: (a) keep the minutes of the meetings of the Board of Directors; (b) see that all notices are given in accordance with the provisions of these Bylaws and as required by law; (c) be custodian of the corporate records; (d) certify the Bylaws, resolutions of the Board of Directors and any committees thereof and other documents of the Foundation as true and correct copies thereof; and (e) in general perform all duties incident to the office of Secretary and such other duties as may from time-to-time be assigned to him or her by the Board of Directors.
3.9 Assistant Treasurers and Assistant Secretaries
The Assistant Treasurers and Assistant Secretaries shall, respectively, if required by the Board of Directors, give bonds at the expense of the Foundation for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors may determine. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the Board of Directors.
4.1 General Powers
Members will support the foundation by serving on committees, attending meetings, and offering the Board of Directors ideas and feedback. Members will not have any voting authority on issues affecting the Foundation.
4.2 Number and Qualifications, Appointment and Term
The number of Members shall not exceed fifteen.
Up to 8 members shall be appointed by the Woodland Educational Foundation Board of Directors (excluding any employee of District 50) and may include:
- A member of the Woodland Community Consolidated School District 50 Board of Education
- A representative of the Woodland Community Consolidated School District 50 Parent Teacher Association
Up to seven members including the Superintendent of Woodland Community Consolidated School District 50, shall serve on the Board and the Superintendent shall appoint up to 6 district members and these members shall include at least one building administrator and at least one faculty member of Woodland Community Consolidated School District 50.
The terms of all Members shall expire at the annual meetings of the Board of Directors. Members may be re-appointed to serve additional terms without limit.
Any vacancy occurring among the Members, for any reason, shall be filled by appointment by the Board of Directors or the Superintendent as applicable per above.
The Board of Directors may authorize any Officer or Officers, agent or agents, to enter into any contracts or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances.
5.2 Loans and Property Transactions
The Foundation shall have the power to contract for loans, and to purchase, sell, rent or lease real or personal property.
All checks, drafts or orders for payment of money, notes or other evidences of indebtedness issued in the name of the Foundation shall be signed by the Treasurer or by such Officer or agent of the Foundation and in such manner as shall from time-to-time be determined by the Board of Directors. All expenditures over $1000 require the signature of the President and either the Treasurer or the Assistant Treasurer.
All funds of the Foundation not otherwise employed shall be deposited from time-to-time to the credit of the Foundation in such banks, trust companies, investment companies or other depositaries as the Board of Directors may select.
5.5 Fiscal Year
The fiscal year of the Foundation shall be from July 1st to June 30th.
5.6 Finance Committee
A finance committee shall be appointed annually by the President. The Finance Committee shall be chaired by the Treasurer of the Foundation. The committee shall from time to time advise the Board of Directors with respect to the financial policies of the organization. It shall suggest ways and means of conserving revenues.
The finance committee shall be responsible for assisting the administration in establishing the budget necessary to meet requirements of the Foundation’s program of work. The finance committee shall be responsible for determining the ways and means by which budget requirements are met.
At the annual meeting of the Board of Directors, the finance committee, in conjunction with the President, shall present a budget of estimated income and expenditures for the subsequent Fiscal Year and submit it to the Board of Directors.
5.7 Annual Budget
As soon as practicable after election of a new Board of Directors and officers at the annual meeting, the Board of Directors shall adopt the budget for the coming year.
5.7 Annual Audit
The accounts of the Foundation shall be audited annually as of the close of the Fiscal Year by either an internal audit committee or a certified accountant to be decided by the Board of Directors. Once the balance of Fiscal Year funds exceeds $75,000, an external auditor decided by the Board of Directors shall conduct an audit.
The Foundation may be dissolved upon approval of two-thirds of the entire Board of Directors. Upon dissolution of the corporation, the Board of Trustees, after paying or making provisions for the payment of all liabilities of the corporation, will dispose of all assets of the corporation exclusively for the purposes of the corporation in such a manner, or to such an organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Trustees shall determine.
Whenever any action under the provisions of these Bylaws is required to be “written” or “in writing” or whenever these Bylaws require “written consent” or “written approval” from any Director or committee member, the term “written” shall include communication transmitted or received by electronic means. [This section does not apply when a signature is required.]
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the General Not-For-Profit Corporation Act of the State of Illinois, 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.
INFORMATION AS TO MATTERS TO BE CONSIDERED AT MEETINGS
Upon written request by any Director to the Secretary, the Secretary shall forthwith communicate to such Director at his or her address as it appears on the records of the Foundation, by mail or transmittal of facsimile or other electronic means, a statement of all matters known to the Secretary to be considered and voted upon at any regular or special meeting of the Board of Directors.
STATEMENT OF NONDISCRIMINATION
It is the policy of the Woodland Community Consolidated District #50 Educational Foundation not to discriminate on the basis of race, color, national or ethnic origin, or disability in the provision of any of its programs, services, activities or benefits.
These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the Board of Directors then in office, when taken at a meeting at which a quorum is present, of which written notice setting forth the proposed alteration, amendment or repeal shall be given to each Foundation Director in accordance with Section 2.9 of these Bylaws.