By Laws

Bylaws of the Ninnekah Public School Foundation

The following bylaws govern the Ninnekah Public School Foundation, a non-profit corporation organized according to Title 18 and Title 70, Section 5-145 of the Oklahoma Statutes. The name of the Foundation, its corporate purpose and the terms of its existence are set forth in the Articles of Incorporation filed with the Secretary of the State of Oklahoma.

 

Article I.           Purpose

Section 1.01    Purpose – Ninnekah Public School Foundation is organized exclusively for, and will be operated exclusively for, the purpose of maximizing educational quality, student opportunity, community involvement, and quality of life in the Ninnekah Public School District. The Foundation will achieve its purpose by:

(a)      Receiving and maintaining a combination of funds, real property, and/or personal property, subject to the limitations herein, to use or distribute from time to time any part of the income therefrom or principal thereof to support the educational quality, student opportunity, community involvement, and quality of life in the Ninnekah Public School District.

(b)      Providing supplemental funding for Ninnekah Public School District to support, enhance, and expand educational programs and services, including the purchase of materials, curriculum, supplies, or equipment.

(c)       Providing supplemental funding for Ninnekah Public School District to support, enhance, and expand faculty and staff training programs, certification programs, and continuing education programs.

(d)      Partnering with Ninnekah Public School District and the organizations within it to promote services and events to provide opportunities for students, maximize community participation, enhance school pride, and enhance the image of Ninnekah Public School.

Section 1.02    Nonprofit Operation – The Ninnekah Public School Foundation (“Foundation”) will not have or issue shares of stock.  No dividends will be paid.  No part of the income or assets of the Foundation will be distributed to its Directors or Officers.

Article II.          Gifts, Proceeds, Funds, and Grants

Section 2.01    Gifts – The Foundation shall seek gifts, contributions, donations, bequests, or devices (“Gifts”) for the purposes of the Foundation, and all assets received shall be dedicated to and invested solely for such purposes. The Foundation may accept two forms of gift:

(a)      Unrestricted gifts, whose principal and/or income may be used for the Foundation’s purposes in the discretion of the Board of Directors.

(b)      Restricted gifts may be accepted, if such restriction is determined by the Board of Directors to be acceptable and otherwise conforms with then applicable tax law, the Articles of Incorporation and Bylaws of the Foundation, and any other guidelines established by the Board of Directors for restricted gifts.

Section 2.02   Refusal – The Board of Directors in its sole discretion shall have the right to refuse any Gift that, for any reason, the Board determines not to be suitable for the Foundation.

(i)No Gift shall be accepted if it is conditioned to require the disposition of the income or principal to any persons or organizations other than to or for the benefit of, or to perform the functions of, or to carry out the purposes of the Foundation.

(ii)No Gift shall be accepted which shall in the opinion of the Board jeopardize the income tax exemption of the Foundation pursuant to Section 501(c)(3) of the Code or cause the Foundation to fail to be described in Section 509 (a)(3) and Section 170(b)(1)(A)(viii) of the Code.

(iii)No Gift shall be accepted if such restrictions would jeopardize the receipt of all or any portion of funds from government or private agencies for otherwise reimbursable expenses of this Foundation or any agency or institution it supports.

(iv)No Gift shall be accepted that contains restrictions that are unnecessary, illegal, unlawful, or impossible to fulfill.

(v)The Foundation shall have the power and authority to alter or remove any restrictions to the extent that the Board, by a two-thirds (2/3) vote of all Directors present at a duly constituted meeting, determine in their absolute discretion that the restrictions of a gift no longer meets the requirements and limitations listed herein.

Section 2.03    Proceeds – The Foundation will engage in activities, which can include special events, or the sale of advertising or sponsorships. The Proceeds from these activities will be used to fund either the General Purpose Fund or Special Purpose Funds at the discretion of the Board of Directors.

(a)      The Foundation will not participate fundraising activities that are not suitable for the purpose of the Foundation.

(b)      The Foundation will not participate fundraising activities that, in the opinion of the Board, jeopardize the income tax exemption of the Foundation pursuant to Section 501(c)(3) of the Code or cause the Foundation to fail to be described in Section 509 (a)(3) and Section 170(b)(1)(A)(viii) of the Code.

Section 2.04    Funds – All Gifts and Proceeds shall be allocated to one or more Funds in accordance with this section. All Funds shall be accounted for separately on the books of the Corporation. However, the assets representing the principal and/or any undistributed income of such separate accounts may be commingled and maintained in common investment accounts. The sub-accounts are solely a method of record keeping designed to reflect the donor’s contributions and disbursement activity, and do not constitute separate legal entities. The Foundation may establish, by agreements or resolutions, funds of the following types:

(a)      General Purpose Fund. Gifts and Proceeds may be accepted into a General Purpose Fund, the income of which will be used for the general purposes of this Foundation as determined from time to time by its Board of Directors. Distribution of the principal from the General Purpose Fund requires a two-thirds (2/3) vote of all Directors present at a duly constituted meeting. In determining the use of general-purpose funds, the Board may consider utilizing such funds to further the purposes of any other of its funds.

(b)      Special Purpose Funds. Gifts and proceeds may be accepted into funds to be administered by this Foundation exclusively for one or more designated purposes in furtherance of a specific purpose of the Foundation. Income and principal shall be used or distributed for such special purposes, subject to any donor restrictions for such special purposes in the discretion of the Board of Directors.

Section 2.05    Grants – The Foundation shall make Grants exclusively in furtherance of the purposes of the Foundation. The Board of Directors, or committees thereof, may establish grant guidelines and procedures from time to time.

(a)      Any grant request that involves the purchase of any computing, networking, or mobile devices, software, or accessories related computing, networking, or mobile devices will only be approved in conjunction with Ninnekah Public School District Information Technology personnel to ensure all devices conform to district technology roadmaps and plans for service and support.

(b)      Grants, payments, or other distributions from the General Fund shall only be dispersed from the monies available at the start of the Fiscal Year.

(c)       Grants, payments, or other distributions from Special Purpose Funds shall only be dispersed from the monies available at the start of the Fiscal Year, with two exceptions:

(i)When the Special Purpose Funds is created, the Board specifies conditions or requirements that allow monies to be dispersed from the fund at other times.

(ii)The fund is created with restricted gifts that contain restrictions or specifications that required monies to be dispersed at other times.

(d)      If Foundation Grants are used to support faculty, staff, or other personnel in any District program, then the status of available funds and monies will be communicated to the School Board and Superintendent of the District so that they can make appropriate personnel decisions based on the availability of grant funds and monies.

Article III.      Members

The Foundation shall have no members.

Article IV.      Board of Directors

Section 4.01 Founding Board – The Founding board member shall be those outlined in the Articles of Incorporation, even if they reside outside the school district. They will serve will the full authority of the Board until such time as they choose to step down.

Section 4.02    Powers – The affairs of the Foundation shall be managed by its Board of Directors (“Board”). Such responsibilities shall include the achievement of the Foundation’s purposes through officers, employees, agents, and an administrative structure designated by the Board; investment of funds to assist the Foundation in achieving such purposes; and attendance at meetings of the Board and Committees thereof. The Board shall utilize and distribute the assets and income of the Foundation solely in accordance with the purposes for which the Foundation is organized.

Section 4.03    Number, Composition, and Term – The number of Directors of this Foundation shall be no fewer than three (3) but no more than seven (7). This shall not include ex officio Directors as provided for herein. The Board shall be composed of the follow types of seats:

(a)      Regular Directors: The Board will include no fewer than three (3) and no more than eight (8) regular Directors who will serve three-year terms. Directors may be re-elected for additional terms at the pleasure of the Board.

(b)      Ex-Officio Members: The Board may include ex-officio members. These members have the right to attend and speak at all board meetings but may not vote or hold any office. The ex-officio members will include the District School Superintendent and President of the School Board, or their designate. The faculty of each elementary, middle and high school in the District will select one of their members, by a method of their choosing, to serve a one-year term.

Section 4.04    Terms – A Director’s term begins at the Annual Meeting at which they were elected.

(a)      The time from an Annual Meeting to the next Fiscal Year’s Annual Meeting will be considered one (1) year in a Director’s term.

(b)      One year in a Director’s term should be roughly equivalent to one school year of the District.

Section 4.05    Qualifications – All members of the Board shall be natural persons of full age who support the mission, vision and purpose of the Foundation. Additionally, any member of the board of directors must also meet the following qualifications:

(a)      All Directors must be a resident within the Ninnekah Public School District, have a dependent child enrolled at a school within the District, or be an alumnus of the District.

(b)      Directors shall not be a current employee, trustee, contractor or agent of the District, except to fill seats specifically designated for Ex-Officio members.

(c)       No Director shall have a criminal record that would prevent their legal work with children, schools, or non-profit foundations.

Section 4.06    Resignation – A Director may resign by giving notice to the Secretary of the Foundation, who shall advise the Board of such resignation. Such resignation shall take effect at the time specified therein or, if no time is specified, then upon receipt of the resignation by the Secretary. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

Section 4.07    Removal – Any Director may be removed from office, either with or without cause, by the affirmative vote of a majority of Directors then in office taken at a Special Meeting of the Board called for that purpose.

Section 4.08    Vacancies – Any vacancy occurring in the Board for any reason may be filled until the next Annual Meeting by the affirmative vote of a majority of the Directors then in office.

Section 4.09    Presumption of Assent – A Director of the Foundation who is present at a meeting of the Board or a Committee thereof at which action on any Foundation matter is taken shall be presumed to have assented to the action taken unless the Director’s dissent shall be entered in the minutes of the meeting or unless the Director files a written dissent to such action with the Secretary before adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Section 4.10    Property – No Director shall have any right, title or interest in or to the property of the Foundation.

Section 4.11    Compensation – Directors shall not receive any compensation for their services as Directors but may receive reimbursement of reasonable expenses incurred in the fulfillment of their duties as Directors.

Section 4.12    Conflict of Interest – It is the policy of this Foundation to require that all actual or potential conflicts be fully disclosed and promptly discussed before the Board and all other necessary parties. Any Director having a conflict on any matter shall neither participate in the deliberation nor vote on any such matter.  The Board may from time to time, establish such rules and regulations in furtherance of this policy, as deemed appropriate.

Article V.        Officers

Section 5.01    Officers – The Foundation shall have a President, a Vice President, a Secretary, a Treasurer, and such other officers or assistant officers as the Directors may from time to time elect. The same person may hold the office of both Secretary and Treasurer at the discretion of the Board.

Section 5.02    Election – The officers of the Foundation shall be chosen by the Board at its Annual Meeting. Officers shall hold office for a one-year term. There shall be no limit on officers’ terms. Each Officer shall serve until such Officer’s successor shall have been duly elected and qualified, or until such officer’s death, resignation, or removal.

Section 5.03    Removal – The Board may remove any Officer whenever in its judgment the best interest of the Foundation will be served thereby.

Section 5.04    Vacancies – The Board may fill a vacancy occurring in any office, for any reason, for the unexpired portion of the term of said office.

Section 5.05    President – The President shall be the chief officer of the Foundation and shall be responsible for the general and active management of the Foundation and shall have such duties, responsibilities and powers as may be necessary to carry out the directions and policies of the Board or prescribed in these Bylaws or otherwise delegated by the Board and shall at all times be subject to the policies, control, and direction of the Board.

(a)      The President shall be the official spokesperson of the Foundation.

(b)      The President may sign and execute in the name of the Foundation any instrument or document consistent with the foregoing general delegation of authority or any other instrument or document specifically authorized by the Board, except when the signing and execution thereof shall have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Foundation; provided, that neither the President nor any other officer may sign any deed or instrument of conveyance or endorse any security or execute any checks, drafts, or other orders for payment of money, notes, acceptances, or other evidence of indebtedness without the specific authority of the Board pursuant to Article VII.

(c)       The President shall, whenever it may in the President’s opinion be necessary, prescribe the duties of other Officers and employees of the Foundation, in a manner not inconsistent with the provisions of these Bylaws and the directions of the Board.

Section 5.06    Vice President – The Vice President shall perform those duties and responsibilities as assigned by the President and/or the Board as created under these Bylaws.  In the event of absence or disability of the President, the Vice President shall succeed to their power, duties and responsibilities as designated by the Board.

Section 5.07    Secretary – The Secretary shall attend all sessions of the Board and act as clerk thereof, and record all the votes of the Foundation and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board when required.

(a)      The Secretary shall give, or cause to be given, notice of all meetings of the Board.

(b)      In general, perform all duties incident to the office of Secretary, and such other duties as from time to time may be assigned by the Board or the President.

Section 5.08       Treasurer – The Treasurer shall have custody of the Foundation funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Foundation and shall keep the money of the Foundation in a separate account to the credit of the Foundation.

(a)      The Treasurer shall prepare for approval of the Directors at the beginning of the Fiscal Year, a budget in sufficient detail and with comparison to prior years for approval of the Board.

(b)      The Treasurer shall disburse the funds of the Foundation in accordance with the budget so approved, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the Foundation.

(c)       The Board by resolution may direct the Treasurer to enter into agreements on behalf of the Foundation with third parties as to responsibility for the custody and investment of Foundation assets, the collection of Foundation obligations, depositories for Foundation assets, and accountings and audits.

(d)      In general, perform all duties incident to the office of Treasurer, and such other duties as from time to time may be assigned by the Board or the President.

Section 5.09    Other Officers – The Board may establish other such offices and/or agents of the Board as may be deemed necessary by the Board.  At the time of such appointments, the Board shall make the appointments in a manner consistent with Foundation bylaws. Those individuals who are appointed under this Section shall have those duties, responsibilities and terms and conditions of their appointment determined by a resolution as adopted by the Board as governed by this Article.  At the time of such appointment, the Board will determine the voting authority of the selected Officer.

Article VI.      Committees

Section 6.01    Committees – The Board, 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. In no event, shall any Committee have any power or authority as to the following:

(a)       The adoption, amendment or repeal of the By-Laws.

(b)      The amendment or repeal of any resolution of the Board.

(c)       Action on matters committed by the By-Laws or resolution of the Board to another Committee of the Board.

(d)      The execution of contracts binding the Foundation.

(e)      The filling of vacancies on the Board.

Section 6.02    Quorum – Unless otherwise provided in the resolution of the Board 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.

Section 6.03    Chairperson – One member of each Committee shall be appointed chairperson.

Section 6.04    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.

Section 6.05    Rules – Each Committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board.

Article VII.    Meetings

Section 7.01    Annual Meetings – The Annual Meeting of the Board shall be held in the first month at the beginning of school year of the Ninnekah Public School District

(a)      The date and time shall be specified by the President.

(b)      The purpose of the Annual Meeting shall be to elect Directors, elect Officers, and transact such other business as may properly come before the meeting.

(c)       In the event of failure, through oversight or otherwise, to hold the Annual Meeting in any year during the time herein provided, the meeting, upon due notice, may be held at a later date, and any election held or business transacted at such meeting shall be as valid as if had or transacted at the Annual Meeting during the time herein provided.

Section 7.02    Regular Meetings – Regular Meetings of the Board may be held at such regularly recurring time and place as the Board may designate, or in the absence of designation, as the President shall designate.

Section 7.03    Special Meetings –Special Meetings of the Board for any purpose or purposes shall be held whenever called by the President or by any three Directors.

Section 7.04    Notices – Notice of any meeting of the Board, in each case specifying the place, date and hour of the meeting, shall be given to each Director by delivering notice, orally or in writing.

(a)      Notice shall be given to each Director, orally or in writing, through their preferred method of contact.

(b)      Additional notice will be posted through the Foundation’s public, electronic media, unless such Notices would not serve the Purposes of the Foundation.

(c)       Notices shall be posted not more than thirty (30) days prior to the date of the meeting, but at least ten (10) days before the time set for such meeting.

(d)      All notices shall include an agenda.

(i)Any additional items agenda items must be submitted to the Secretary at least seven (7) days prior to the meeting.

(ii)The Secretary, or an appropriate designee, shall construct a meeting agenda and make it available five (5) days prior to the meeting.

Section 7.05    Quorum – A majority of the number of Directors shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act or decision of the Board, unless the act of a greater proportion is required by law, the Articles of Incorporation or these Bylaws.

(a)       If less than a quorum is present, a majority of the Directors present may adjourn the meeting to a later time without further notice.

(b)      Attendance at a meeting need not be in person, if a Director has access to appropriate communication technology to listen, deliberate, and vote from a remote location.

(c)       Organization – The President, or in the absence of the President, the Vice-President, shall act as chairperson at any meeting of the Board. The Secretary, or in the absence of the Secretary any person appointed by the chairperson of the meeting, shall act as Secretary of the meeting.

Section 7.06    Location – The location of all meetings should be within the Ninnekah Public School District.

Article VIII. Executive Director

Section 8.01   Executive director – The Board may choose from time to time to hire an Executive Director to oversee the regular operation of the Foundation.

Section 8.02 Powers and authority – The Board shall define the powers and authorities of the Executive Director as they see fit, as long as such definition does not run contrary to the Purpose of the Foundation.

Section 8.03 Compensation – The Board may decide appropriate compensation for the Executive Director to be paid from the Foundation’s accounts.

Section 8.04 Dual Role – Upon consent of the Board, the President may also hold the role of Executive Director and receive the all the benefits and compensation of both positions.

Article IX. Contracts, Loans, and Instruments

Section 9.01    Execution of Instruments – Except as in these Bylaws otherwise provided, the Board 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 Foundation.

(a)      Such authorization may be general or confined to specified instances.

(b)      Except as so authorized, or as in these Bylaws otherwise expressly provided, no Officer, agent, or employee shall have any power or authority to bind the Foundation by any contract or engagement or to pledge its credit or to render it liable for any purpose in any account.

Section 9.02    Loans – No loans shall be contracted on behalf of the Foundation and no evidences of indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board.

(a)      Such authority may be general or confined to specific instances.

(b)       No loans may be made to any Officer or Director of the Foundation, directly or indirectly, except that reasonable advances of reimbursable expenses may be made in the discretion of the President or, in the case of the President, as determined by the Board.

 

Article X.      Bank Accounts, Checks, and Distributions

Section 10.01    Bank Accounts – The Board from time to time may authorize the opening and keeping of general and/or special bank accounts with such banks, trust companies, or other depositories as may be selected by the Board.

(a)      The Board may from time to time delegate any Officer or Officers, agent or agents of the Foundation such power open and keep bank accounts.

(b)      The Board may make such rules and regulations with respect to said bank accounts, not inconsistent with the provisions of these Bylaws, as the Board may deem expedient.

Section 10.02    Checks and Drafts – All checks, drafts or other orders for the payment of money, notes, acceptances, or other evidences of indebtedness issued in the name of the Foundation, shall be signed by such Officer or Officers, agent or agents, of the Foundation, and in such manner, as shall be determined from time to time by resolution of the Board.

(a)       All checks in amounts over $5,000 shall require the signature of two such designated Officers or Directors.

Section 10.03    Deposits – Endorsements for deposit to the credit of the Foundation in any of its duly authorized depositories may be made without counter-signature, by the President or any Vice President, or the Treasurer, or by any other Officer or agent of the Corporation to whom the Board, by resolution, shall have delegated such power or by hand-stamped impression in the name of the Foundation.

Section 10.04    Distribution of funds – No part of the Foundation’s net earnings shall inure to the benefit of, or be distributable to, its director, officers, or other private persons except that the Foundation 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 I hereof.

 

Article XI.        Investments and Investment Responsibilities

Section 11.01  Investments – In the interest of the Foundation, the Board of Directors shall have the right to retain all or any part of any Funds, securities, or real or personal property acquired by it in wherever manner, and to invest, reinvest, sell, or exchange any such property held by it, according to the judgment and authorization of the Board without being restricted to the class of investments which may hereafter be permitted by law, as is consistent with the Investment Plan and Policy as developed and adopted by the Board.

(a)      No investment action shall be taken by or on behalf of the Foundation and no action shall be forborne if such action or such forbearance is a prohibited transaction; outside the scope of the intended purpose of the Foundation or adopted Investment Plan or Policy.

(b)      No investment action shall be taken by or on behalf of the Foundation and no action shall be forborne if such action or such forbearance would result in either imposition of penalty, excise taxes, or the denial of the tax exemption status as recognized under the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.

Section 11.02  Investment Plan – The investment objectives of the Board shall be to establish a plan and policy for guiding the investment of funds in a manner that best allows the Foundation to support and meet those objectives set forth in the Foundation mission, goals and Purposes.

(a)      The Investment Plan and Policy will allow the Foundation to achieve the following:

(i)Accumulate funds in high quality investment vehicles.

(ii)Allow the Foundation to accomplish its purposes with minimal loss in assets or premature liquidation.

(iii)Allow the Foundation to earn an income at an acceptable rate of return as a method of sustaining the Foundation and its established Purposes.

(b)      The adopted Investment Plan and Policy shall be adopted by the Board and kept in the records of the Foundation.

Section 11.03  Financial Agents – In pursuit of such efforts, the Board may designate such fiscal agents, investment advisors, and custodians as the Board may select for those financial services by resolution.

(a)       In accordance with the Board’s fiduciary responsibility to the Foundation, such retention of services shall be consistent with the Investment Plan and Policy as adopted by the Board that is in alignment with the mission, vision, and purpose of the Foundation.

(b)      The Board may at any time, with or without cause, discontinue the use of the services of any such fiscal agent, investment advisor, or custodian.

 

Article XII.      Books and Records

Section 12.01   Records – The Foundation shall keep original or duplicate records, certified and maintained by the Secretary, of any documents necessary for the management of the Foundation. These records include:

(a)      Minutes and proceedings of the Directors.

(b)       A copy of the By-Laws, including all amendments thereto to date.

(c)       A copy of policy manuals, resolutions, policies and procedures of this Foundation and all amendments adopted thereto to date.

(d)      A copy of the Articles of Incorporation

(e)      A register of the Board of Directors, including names, addresses, and other contact information.

(f)        Complete and accurate records of all accounts, Funds, and finances.

(g)      Any other documents the Board may designate from time to time.

 

Article XIII.    Annual Report

Section 13.01 Annual Report – The President and Treasurer shall present annually to the Board a report showing in appropriate detail the following:

(a)      The assets and liabilities, including General and Special Purpose Funds, of the Foundation as of the end of the Fiscal Year immediately preceding the date of the report.

(b)      The principal changes in assets and liabilities including General and Special Purpose Funds, during the year immediately preceding the date of the report.

(c)       The revenue or receipts of the Foundation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Foundation.

(d)      The expenses or disbursements of the Foundation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Foundation.

Section 13.02 Documentation – This report shall be filed with the minutes of the annual meeting of the Board of Directors.

 

Article XIV.  Indemnification and Insurance

Section 14.01 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 Foundation) by reason of the fact that he or she is or was a Director, Officer, employee, or agent of the Foundation, 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 Foundation, and, with respect to any criminal action or proceeding, had no cause to believe his or her conduct was unlawful.

Section 14.02  Presumption – 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 Foundation 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 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.

Section 14.03  Liberal Construction – In order for the Foundation to obtain and retain qualified Directors and Officers, the foregoing provisions shall be liberally administered in order to afford maximum indemnification of Directors and Officers and, accordingly, the indemnification above provided for shall be granted in all cases unless to do so would clearly contravene applicable law, controlling precedent, or public policy.

 

Article XV. Amendment

Section 15.01  Amendments – These Bylaws may be amended by action of a two-thirds (2/3) majority of the entire Board of the Foundation.

Section 15.02  Severability – If any Bylaw section, article, or provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other section, article, or provision and the Bylaws shall be construed as if the invalid, illegal, or unenforceable section, article, or provision had not been included in the Bylaws.

 

Article XVI.   Miscellaneous

Section 16.01  Internal Revenue Code – All references in these Bylaws to Sections of the Code shall be considered references to the Internal Revenue Code of 1986, as from time to time amended, to the corresponding provisions of any similar law subsequently enacted, and to all regulations issued under such sections and provisions. Notwithstanding anything herein contained to the contrary, no action shall be required or permitted to be taken under these Bylaws or by the Officers or Directors of this Foundation that would not be permitted to be taken by an organization described in Sections 501(c)(3) and 509(a)(3) of the Code or which would result in the imposition of federal tax under Sections 4941 through 4945 of the Code.

Section 16.02  Fiscal Year – The fiscal year of the Foundation shall commence on August 1 of each year or such other date as may be determined from time to time by the Board.

(a)  As much as is practical, the Foundation fiscal year should be timed to match the School Year of the Ninnekah Public School District.

Section 16.03  Corporate Seal – This Foundation shall not have a seal.

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