District 59 Education Foundation

Bylaws

District 59 Education Foundation

Bylaws

Article I

General Provisions

§ 1.  Written actions.  Actions required to be “written”, to be “in writing”, to have “written consent”, to have “written approval” and the like by or of directors or committee members shall include any communication transmitted or received by electronic means.

§ 2.  Members.  This foundation shall have no members.

Article II

Purposes

District 59 Education Foundation is organized exclusively for, and will be operated exclusively for, the purpose of:

a)     Enhancing the quality of education and increasing community involvement for Community Consolidated School District 59 by fostering partnerships that support excellence and innovation.

b)     Providing supplemental funding for Community Consolidated School District 59 to support or to enhance and expand educational programming such as innovation grants for extended programming and services or funding for equipment and materials.

c)      Receiving and maintaining a fund, and real or personal property, or both, and, subject to the restrictions and limitations hereinafter set forth, to use and apply the whole or any part of the income therefrom and the principal thereof exclusively for the educational purposes described above, and to make distributions of funds and property from time to time to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article III

Board of Directors

§ 1.  General powers.  The affairs of the corporation shall be managed by the Board of Directors.

§ 2.  Number, qualification and term of office.  The number of elected Directors shall be at least eleven (11) and not more than fifteen (15).  The term of each Director shall be three years.  The terms of Directors shall be staggered so that approximately four (4) directors are elected each year.  The initial directors shall be appointed randomly to one, two or three year initial terms of office such that approximately one-third of the Directors terms will expire each year.  All Directors shall serve until their successors have been elected and qualified.  If a vacancy occurs on the board other than by expiration of the term of office, such vacancy may be filled at any regular or special meeting of the directors by a majority vote of the directors present.  Any director so elected shall fill the unexpired term of their predecessor.

§ 3.  Appointed and ex-officio Directors.  The Board of Education may appoint any one of its members as a Director with vote to serve until: a) the appointee’s term as a member of the Board of Education is completed, or b) the Board of Education appoints another of its members to replace the appointee, whichever is earlier.  The Superintendent of Schools, or the Superintendent’s designee, and the President of the District Education Association, or the President’s designee, shall serve as advisors to the Board of Directors without vote (Ex-Officio).

§ 4.  Resignation. A director may resign at any time by written notice delivered to the Board of Directors, its chairperson, or to the secretary of the corporation.  A resignation is 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.

§ 5.  Vacancies.  The Board of Directors, by a majority vote of the directors present, may fill any vacancy occurring in the Board of Directors other than by expiration of term of office and any directorship to be filled by reason of an increase in the number of directors at any regular meeting of the directors provided that twenty (20) days written notice of the purpose of the meeting shall be given.  A director elected to fill a vacancy shall be elected for the unexpired portion of the term of their predecessor in office.

§ 6.  Removal of directors.  Directors may be removed, with or without cause.  A director may be removed by the 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; provided that written notice of the proposed removal is delivered to all directors at least twenty (20) days prior to such meeting.

§ 7.  Quorum and manner of acting.  A majority of the directors then in office shall constitute a quorum.  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.  No director may act by proxy on any matter.

Article IV

Meetings

§ 1.  Regular meetings.  A regular annual meeting of the Board of Directors shall be held during the first quarter of each calendar year, at which time vacancies for Board of Directors shall be filled with a new election held by the board at such meeting.  Notice of the time and place of such annual meeting shall be given to all members of the Board by the secretary, not less than ten (10) days prior to the annual meeting date.

§ 2.  Notice of directors’ meetings.  Meetings of the Board of Directors shall be held at such time and place as the board may determine by resolution adopted by the majority of the Board of Directors. Notice of meetings shall be delivered five (5) days prior to the meeting except as otherwise provided in these bylaws. “Delivered,” for the purpose of determining if any notice required by these bylaws is effective, means:

1)       Transferred or presented to someone in person;

2)       Deposited in the United States mail addressed to the person at his, her or its address as it appears on the records of the corporation, with sufficient first-class postage prepaid thereon;

3)       Transmitted by electronic means to the address that appears on the records of the corporation.

§ 3.  Waiver of notice.  Attendance of a director at any meeting shall 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 at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting except as otherwise provided in these bylaws.

Article V

Officers

§ 1.  Number.  The officers of the Corporation shall be Chairperson, Secretary, Treasurer, and such other offices as may be established by the Board of Directors.  Any two or more offices may be held by the same person except that one Director may not hold both the office of Chairperson and Secretary.

§ 2. Election, qualifications, and term of office.  Officers shall be elected annually by the Directors of the Corporation at the regular annual meeting of the Board of Directors.  Each shall hold office for a period of one (1) year and until his or her successor shall have been duly elected and qualified or until his or her death or until he or she shall resign, or until he or she shall have been removed in the manner hereinafter provided.

§ 3. Chairperson.  The chairperson of the Board of Directors shall be the principal executive officer of the corporation and shall conduct all meetings of the Board of Directors.  The chairperson shall be the official spokesperson of the organization.  It is the duty of the chairperson that the resolutions and directives of the Board of Directors are carried into effect by the staff officers.  Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the Board of Directors or these bylaws, the chairperson may execute for the corporation any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed, and the chairperson may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument.  The chairperson may vote all securities which the corporation is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the corporation by the Board of Directors.

The Chairperson of the Board shall not be an employee, trustee, agent or member of the Board of Education of Community Consolidated School District 59.

§ 4. Secretary.  The secretary shall record the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation; keep a register of the post office address of each member which shall be furnished to the secretary by such member; and perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to the secretary by the Chairperson or by the Board of Directors.  The secretary shall have the authority to certify the bylaws, resolutions of the members and Board of Directors and committees thereof, and other documents of the corporation as true and correct copies thereof.

§ 5. Treasurer.  The treasurer shall keep accurate accounts of all monies of the corporation received or disbursed.  He or she shall deposit all money, drafts and checks in the name of and to the credit of the Corporation such banks and depositories designated by the Board of Directors.  He or she shall have the power to endorse for deposit all notes, checks and drafts received by the Corporation.  He or she shall cause to be rendered to the Board of Directors, whenever required, an account of all transactions as Treasurer and of the financial condition of the Corporation, and shall perform such other duties as may from time to time be prescribed by the Board of Directors or the Chairperson of the Board, and in general shall perform all duties incident to the office of the Treasurer.  The Treasurer shall be bonded.

§ 6.  Removal of Officers.  Any officer or agent may be removed by the Board of Directors. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create any contract rights.

Article VI

Committees

§ 1.  Committees.  The Board of Directors, by resolution adopted by a majority of the directors may create committees and appoint directors or other persons to serve on the committee or committees. Each committee shall have two or more directors, a majority of its membership shall be directors, and all committee members shall serve at the pleasure of the board.

§ 2.  Authority of committees.  Each committee, to the extent provided in said resolution and not restricted by law, shall have and exercise the authority of the Board of Directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or such director by law.  However, committees appointed by the board relating to the election, nomination, qualification, or credentials of directors or other committees involved in the process of electing directors may be composed entirely of non-directors.

§ 3.  Quorum.  Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of any committee shall constitute a quorum, and the act of a majority of committee members present and voting at a meeting at which a quorum is present shall be the act of the committee.  A committee may act by unanimous consent in writing without a meeting.

§ 4. Chairperson.  One member of each committee shall be appointed chairperson.

§ 5.  Vacancies.  Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

§ 6. Rules.  Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.

Article VII

Indemnification and Insurance

Indemnification.  In the event any officer or director who was, or is, a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, such officer or director is hereby indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no cause to believe his or her conduct was unlawful.

The termination of any such action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.  In connection with such indemnification of officers, directors, employees and agents, such person shall be indemnified fully and completely in accordance with Section 108.75 or the corresponding section of any future General Not For Profit Corporation Act of the State of Illinois, and the corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation in connection with the above and foregoing indemnity.

Article VIII

Policies with Respect to the Distribution of Funds

Distribution of funds.  No part of the corporation’s net earnings shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof.

Article IX

Annual Report

Filing of annual report.   The annual report together with all fees and charges as prescribed by this Act, shall be delivered to the Secretary of State within 60 days immediately preceding the first day of the anniversary month of the corporation each year.  Proof to the satisfaction of the Secretary of State that prior to the first day of the anniversary month of the corporation such report together with all fees and charges as prescribed by this Act, was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, shall be deemed a compliance with this requirement.

Article X

Amendments

The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the Board of Directors.  Such action may be taken at any meeting for which twenty (20) days written notice of the purpose shall be given.

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