BYLAWS OF THE LUMPKIN COUNTY EDUCATION FOUNDATION, INC.
NAME, LOCATION AND OFFICES
The name of this non-profit foundation shall be the LUMPKIN COUNTY EDUCATION FOUNDATION, INC.
1.2 PRINCIPAL OFFICE
The principal office shall be at 534 Denton Road, Dawsonville, GA, 30534. The mailing address is as follows: P.O. Box 262, Dahlonega, GA
1.3 The Board of Trustees may at any time or from time to time change the location of the principal office from one location to another.
PURPOSES AND GOVERNING INSTRUMENTS
This corporation has been organized exclusively for charitable, religious and/or educational purposes within the provision of Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended.
This corporation shall be governed by its articles of incorporation and by these bylaws.
BOARD OF TRUSTEES
3.1 AUTHORITY AND MANAGEMENT OF THE FOUNDATION
The authority of the corporation and the government and management of the affairs of the corporation shall be vested in the Board of Trustees.
3.2 NUMBER OF TRUSTEES
The Board of Trustees shall consist of not less than five (5) and not more than ﬁfteen (15) members.
3.3 MEMBERSHIP OF FOUNDATION
The Board of Trustees shall make up the entire membership of the Foundation.
3.4 AUTHORITY AND RESPONSIBILITY OF BOARD OF TRUSTEES
Among the authority and responsibilities vested upon the Board of Trustees are:
(a) The Board of Trustees is authorized to employ such person or persons (including attorneys, accountants, clerical workers, trustees, agents, and assistants) as in its judgment are necessary or desirable for the administration and management of the corporation, and to pay reasonable compensation for the services performed and expenses incurred by any such person or persons.
(b) The Board of Trustees shall not permit any part of the net earnings or capital of the corporation to inure to the benefit of any member, director, officer, trustee, or other private person or individual.
(c) It is the responsibility of the Board of Trustees to promote the interests of the Lumpkin County Schools.
(d) All board members will serve on committees.
3.5 QUALIFICATIONS OF MEMBERS
Persons who hold membership on the Board of Trustees shall have the following qualifications:
(a) Selection of trustees should ensure that the group maintains a balance of geographical representation and talent.
(b) Current employees of the Lumpkin County Schools shall not be eligible to serve as trustees.
(c) One at-large trustee may be elected who does not meet the other requirements of membership.
ELECTION, TERM OF OFFICE, VACANCIES, COMPENSATION AND REMOVAL OF BOARD OF TRUSTEES MEMBERS
4.1 REGULAR BOARD OF TRUSTEES
The election and term of office of the members of the Board of Trustees shall be determined as follows:
Each member of the Board of Trustees at the time of incorporation shall serve one term. One-third of members will serve one year, one-third of members will serve two years, one-third of members will serve three years. Each term shall begin on January 1 following election, and shall end on December 31 of the year(s) which ends the term for the member.
Following the initial terms outlined in 4.1(a) above, each term is three years. No member will serve more than two consecutive terms.
In the event any of these members are unable to complete a three-year term, the remaining members of the board shall select a replacement to complete the remainder of the term. The term of office for a trustee shall begin on January 1 following his or her election and shall end on December 31 of the third year in office.
The superintendent of the Lumpkin County Schools shall serve as an ex-officio, non-voting member of the Board of Trustees.
Vacancies on the Board of Trustees shall be filled within sixty (60) days by a majority vote of the remaining trustees. A successor trustee so elected shall serve for the unexpired term of his/her predecessor and may thereafter be eligible to serve a full term. Former members of the Board of Trustees are eligible for reelection after rotating off for one year.
The trustees shall receive no monetary compensation for their services as trustees.
4.4 REMOVAL FROM OFFICE
A trustee may be removed from office, for cause, by the vote of two-thirds of the trustees.
4.5 LIABILITIES OF TRUSTEES
No person who is now, or later becomes, a member of the Board of Trustees of this corporation shall be personally liable to its creditors for any indebtedness or liability. Any and all creditors of this corporation shall look only to the assets of this corporation for payment.
MEMBERS OF THE BOARD OF TRUSTEES
5.1 PLACE OF MEETINGS
The Board of Trustees shall hold meetings at such place or places as it may from time to time determine.
5.2 ANNUAL MEETING
The annual meeting of the Board of Trustees shall be held at the place, on the day and at the time designated by the Board of Trustees. Notice of the place, date and time shall be given by the Secretary either personally, by telephone, or by mail not less than 10 days prior to this meeting.
5.3 REGULAR MEETINGS
Regular meetings of the Board of Trustees shall be held from time to time between annual meetings at such times as the Board of Trustees may prescribe. There will be no less than four meetings per year which includes the annual meeting. Notice of the place, date and time shall be given by the Secretary either personally, by telephone, or by mail not less than 10 days prior to this meeting.
5.4 SPECIAL MEETINGS
Special meetings of the Board of Trustees for any purpose or purposes may be
called at any time by the presiding officer of the Board of Trustees or by any three trustees. Notice of a special meeting of trustees shall be given in writing or by phone call by the Secretary at least 48 hours prior to the special meeting.
A majority of the existing membership of the Board of Trustees shall constitute a quorum for the transaction of business.
5.6 VOTE REQUIRED FOR ACTION
The act of a majority of trustees present at a meeting at which a quorum is present shall be the official act of the Board, except as may be otherwise specifically provided by these bylaws, as from time to time amended.
5.7 ACTION WITHOUT A MEETING
Any action by the Board of Trustees may be taken without a meeting if all members of the Board are informed and a majority consent in writing to this action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees.
5.8 TELECONFERENCING AND SIMILAR MEETINGS
Trustees may hold a meeting by electronic communications or similar methods in which all persons participating in the meeting can hear each other. Participants in such a meeting shall constitute presence in person at the meeting. The exception lies where a participant objects to the transaction of any business on the grounds that the meeting is not lawfully called or convened.
A meeting of the Board of Trustees, whether or not a quorum is present, may be adjourned by a majority of the trustees present. Those present may decide to reconvene the meeting at a specific time and place.
5.10 ATTENDANCE AT MEETINGS
Members of the Board of Trustees shall attend all meetings unless absence is unavoidable. To remain on the Board of Trustees, each trustee shall be required to attend not less than 75 percent of the Board of Trustees meetings held in any calendar year.
The officers of this corporation shall consist of chairman, vice-chairman, secretary and treasurer.
The Board of Trustees may from time to time create and establish the duties of such other officers or assistant officers as it deems necessary for the efficient arrangement of the corporation, but the corporation shall not be required to have at any time any officers other than a chairman, a vice-chairman, a secretary and a treasurer.
6.3 ELECTION AND TERM OF OFFICE
A majority of the Board of Trustees shall elect a chairman, a vice-chairman, secretary and a treasurer for terms of one year. The meeting at which the election occurs shall be established by the Board of Trustees.
A vacancy of any office shall be filled by a member of the Board of Trustees who receives a majority of the other trustees’ votes.
6.5 REMOVAL OF OFFICERS
Any officer of the corporation may be removed at any time, with or without cause, by resolution duly adopted by a majority of all persons elected and then serving as trustees.
The chairman shall preside at all meetings of the Board of Trustees. The chairman shall also serve as a member, with right to vote, of any executive committee of Board of Trustees and as a voting member, ex-officio, of any and all other committees of trustees. He/she shall perform such other duties and have such other authority and powers as the Board of Trustees may from time to time prescribe. He/she shall, subject to Board of Trustees approval, appoint all committees, both standing and temporary.
In the absence of the chairman, the vice-chairman shall perform all the duties of the chairman and in so acting shall have such other powers and perform such other duties as may be prescribed by the Board of Trustees.
The secretary shall keep a full and complete record of the proceedings of the Board of Trustees. The secretary shall keep the seal of the corporation and affix it to such papers and instruments as may be required in the regular course of business, shall serve such notices as may be necessary or proper, shall supervise the keeping of records of the corporation and shall discharge such other duties of the office as prescribed by the Board of Trustees.
The treasurer shall be the chief financial officer. The treasurer shall receive, record and safely keep all funds of the corporation and deposit them in such depositories that may be designated by the Board of Trustees. The treasurer shall have such other powers and perform such other duties as may be prescribed by the Board of Trustees.
Foundation funds shall be paid exclusively on checks of the corporation signed by two of the following: the treasurer, the chairman, the vice-chairman, the secretary, or a trustee-appointed designee.
6.10 COMPENSATION OF OFFICERS
All officers shall serve without monetary compensation.
COMMITTEES OF TRUSTEES
7.1 EXECUTIVE COMMITTEE
The executive committee shall consist of officers and school superintendent. This committee shall have and exercise the authority of the Board of Trustees in the management of the corporation. The designation of this committee and the delegation of authority to this committee shall not serve to relieve the Board or any trustee of any responsibility imposed upon it or upon him/her by law.
7.2 OTHER COMMITTEES
Other committees not having and exercising the authority of the Board in management of the corporation may be designated by a resolution adopted by a majority of the trustees present at a meeting at which a quorum is present. Unless otherwise provided in such a resolution, the chairman of the corporation shall appoint the members of special committees. Any member of the appointed committee may be removed by the person or persons authorized to appoint members to the committee whenever in their judgment the best interests of the corporation shall be served by such removal.
7.3 ADVISORY AND OTHER COMMITTEES
The Board of Trustees may provide for other committees, including advisory groups, consisting in whole or in part of persons who are not trustees of the corporation. These committees may be initiated as the Board of Trustees deems necessary or desirable, and may be discontinued at the Board of Trustees’ pleasure.
(a) Each such committee shall have such powers and perform such specific duties or functions, not inconsistent with the articles of incorporation of the corporation or these bylaws, as may be prescribed for it by the Board of Trustees.
(b) Appointments to and the filling of vacancies on any such other committees shall be made by the chairman of the corporation, with the advice and consent of the Board of Trustees.
(c) Any action by each such committee shall be reported to the Board of Trustees at its meeting succeeding the committee's action and shall be subject to control, revision, and alteration by the Board of Trustees.
7.4 TERM OF APPOINTMENT
Each member of a committee shall continue as such until the next annual meeting of the Board of Trustees and until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member shall be removed from such committee, or unless such member shall cease to qualify as a member of the committee.
One member of each committee shall be appointed chairman of the committee by the chairman.
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.
Unless otherwise provided in the resolution of the Board of Trustees designating a committee, a majority of the whole committee shall constitute a quorum. The act of a majority of members present at a meeting at which a quorum is present shall be the act of the committee.
Each committee may adopt rules for its own governance, so long as such rules are not inconsistent with these bylaws or with rules adopted by the Board of Trustees.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
The Board of Trustees may authorize any ofﬁcer or officers, agent or agents of the corporation, in addition to the officers authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the corporation. Such authority must be in writing and may be general or confined to specific instances.
8.2 CHECKS, DRAFTS, NOTES, ETC.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the treasurer and one of the following: chairman, vice-chairman, secretary, or trustee-appointed designee, as outlined in Article 6.9. Checks, drafts, notes, etc. may be signed by such other officer or officers, agent or agents, of the corporation and in such manner as may from time to time be determined by resolution of the Board of Trustees.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Trustees may select.
The Board of Trustees may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation; provided, however, that any such contribution, gift, bequest, or devise made to the foundation which contains any restrictions inconsistent with the guidelines of the Foundation in its use, shall not be accepted without the approval of a majority vote of the Board.
8.5 INVESTMENT POLICIES
The investment of the funds of the Lumpkin County Education Foundation shall be overseen by the Executive Committee of Trustees.
8.6 INVESTMENT MANAGEMENT
The management of any funds held for investment by the Lumpkin County Education Foundation shall be directed by an outside investment firm as chosen by a majority vote of the Executive Committee of Trustees. In accordance with these bylaws, the Executive Committee is authorized to negotiate and enter into a contract for investment management services.
INSURANCE - The custodian of any Lumpkin Education Foundation funds must demonstrate that it can provide insurance protection against fraud via the Securities Investor Protection Corporation and/or other bona fide insurers. The amount of insurance protection required is a minimum of two times (2X) the funds held by the custodian for Lumpkin County Education Foundation.
REVIEW - The investment firm selected shall provide the Executive Committee with a quarterly report detailing the performance of the funds invested. A representative from that firm shall also provide an annual update, in person, for all trustees to attend.
INDEMNIFICATION AND INSURANCE
In the event that any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, seeks indemniﬁcation from the corporation against expenses, including attorney's fees (and in the case of actions other than those or in the right of the corporation, judgments, fines and amounts paid in settlement), actually and reasonably incurred by him/her in connection with such action, suit, or proceeding by reason of the fact that such person is or was a director, officer, employee, trustee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, then unless such indemnification is ordered by a court, the corporation shall determine, or cause to be determined, in the manner provided under Georgia law whether or not indemnification is proper under the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth in Georgia law; and, to the extent it is so determined that such indemnification is proper, the person claiming such indemnification shall be indemnified to the fullest extent now or hereafter permitted by Georgia law.
To the extent permitted by Georgia law, the corporation may purchase and maintain insurance on behalf of any person who is or was an officer, employee, trustee, or agent of the corporation, or is or was serving at the request of the corporation as an officer, employee, trustee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise.
10.1 BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Trustees, and committees having any of the authority of the Board of Trustees. The corporation shall keep at its registered or principal office a record giving the names and addresses of the trustees.
10.2 CORPORATE SEAL
The corporate seal (of which there may be one or more exemplars) shall be in such form as the Board of Trustees may from time to time determine.
10.3 BOARD YEAR
The Board of Trustees will begin its duties on a calendar year. The Board may at a later date elect to change to a fiscal year if the trustees deem such action appropriate.
10.4 INTERNAL REVENUE CODE
All references in these bylaws to sections of the Internal Revenue Code shall be considered references to the Internal Revenue Code of 1954, as from time to time amended, to the corresponding provisions of any applicable future United States Internal Revenue Law, and to all regulations issued under such sections and provisions.
10.5 TABLE OF CONTENTS AND HEADINGS
The table of contents and headings are for organization, convenience and clarity. In interpreting these bylaws, they shall be subordinated in importance to the other written material.
10.6 RELATION TO ARTICLES OF INCORPORATION
These bylaws are subject to, and governed by, the articles of incorporation.
10.7 STATEMENT REGARDING NON-DISCRIMINATION
Federal law prohibits discrimination on the basis of race, color, national origin, sex, handicap, sexual orientation or age. The Lumpkin County Education Foundation, lnc. does not discriminate in any of its programs or activities.
11.1 POWER TO AMEND BYLAWS
These bylaws may be amended, altered or repealed in whole, or in part, at any regular or special meeting of the Board of Trustees, duly called and held, upon a vote of a majority of the persons then serving as trustees. Notification of such meeting shall be done in writing. First reading will be done at one regular meeting with voting at the next meeting.
12.1 DISSOLUTION OF THE CORPORATION
In case the corporation shall be dissolved, all assets, funds and proceeds of the corporation, after the payment of all debts, obligations, charges and accounts of the corporation, shall be distributed to the Lumpkin County Schools or its successor educational organization having objectives similar to the Lumpkin County Schools, and which would then qualify under the provisions of Section 501 (c) (3) and Section 170 (e) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.
13.1 TAX-EXEMPT STATUS
The affairs of the corporation at all times shall be conducted in such manner as to assure its status as a "publicly supported" organization as defined in Section 509 (a) (1) or Section 509 (a) (3) of the Internal Revenue Code, and so in other ways to qualify for exemption from tax pursuant to Section 501 (c) (3) of the Internal Revenue Code.