Printable version of the WASD Education
Foundation Bylaws
ARTICLE I
PURPOSES
The purposes for which the Williamsport Area School District Education Foundation (Foundation) is formed and functions are to provide support for Williamsport Area School District schools, its students and faculty, and promote, sponsor and carry out educational objectives with Williamsport Area School District Schools, and all other purposes set forth in the Articles of Incorporation for the Foundation.
ARTICLE II
DIRECTORS
Section 1. Number. The number of Directors of the Foundation shall be nineteen (19), which number may be increased or decreased from time to time, by resolution of the Board of Education of the Williamsport Area School District (Board of Education). The Foundation may conduct business with fewer than nineteen (19) Directors when vacancies have occurred as long as there are at least seven (7) Directors in office.
Section 2. Manner of Selection. The manner of selecting the Directors of the Foundation (with the exception of two Directors) and of filling vacancies on said board shall be by appointment by the Board of Education. The Board of Education will consider nominations by the Foundation's Nominating Committee. One of the Directors shall be a member of the Board of Education and one other Director shall be the Superintendent of the Williamsport Area School District or his/her designee. The Executive Director of the Foundation shall be the Business Administrator of the Williamsport Area School District who shall be an ex-officio member of the Board and all committees of the Board.
Section 3. Composition. The Board of Directors shall be comprised as follows: (a) Twelve community members not employed by the Williamsport Area School District. (b) The Superintendent of the Williamsport Area School District or his/her designee. (c) Two administrators of the Williamsport Area School District. (d) Two teachers of the Williamsport Area School District. (e) One School Director of the Williamsport Area School District. (f) One other employee of the Williamsport Area School District.
Section 4. Term. All Directors shall serve for a period of three (3) years, except the member of the School Directors and the Superintendent of the School District or designee, who shall serve during their tenure of said offices; provided, however, that the initial Directors shall be divided into three (3) classes whose terms of office shall expire at different times, but no term shall continue longer than three (3) years except the initial members whose terms will expire on June 30, 2007, who will serve longer than three (3) years because they were appointed prior to July 1, 2004. Terms will begin on July 1st and end on June 30th except the terms of the initial Board of Directors whose terms will begin on October 7, 2003 and end on June 30, 2005. Directors may be appointed to successive terms. Any Director missing three (3) consecutive meetings shall forfeit his/her chair upon a majority vote of the remaining Directors.
Section 5. Vacancies. Vacancies for the unexpired term of any Director shall be filled by appointment by the School Directors.
Section 6. Powers. The Board of Directors shall manage and govern the business and affairs of the Foundation and in connection therewith, the Board may exercise all of the powers granted the Foundation under the Articles of Incorporation
Section 7. Meetings. (a) Regular Meetings. The Board of Directors shall meet on a monthly basis except when determined otherwise by the Board. The Board shall determine the time and place of each regular meeting for the ensuing fiscal year at a meeting prior to June 30 each year. (b) Special Meetings. Special meetings may be called by the President of the Board on his/her own motion, or by the written request of any three Directors. Written notice of the time, place and subject matter of each special meeting shall be given to each Director at least three (3) days before the meeting date, unless such notice is waived in writing or by attendance. (c) Action in Lieu of Meeting. Any Board action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall consent to such action in writing. Such written consent shall be made a part of the minutes of the proceedings. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors.
Section 8. Quorum. Fifty percent (50%) or more of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board; and except as may otherwise be required by law or the Articles of Incorporation, the act of a majority of the Directors present at the meeting at which a quorum is present shall be the act of the Board.
Section 9. Compensation. No Director shall receive, directly or indirectly, any compen-sation for his or her services as Director. The Board may authorize reimbursement of reasonable expenses incurred by Directors.
ARTICLE III
OFFICERS
Section 1. Number and Qualifications. The Officers of the Foundation shall consist of a President of the Board, a Vice-President, a Secretary, a Treasurer, and an Executive Director. The Board of Directors may appoint such other assistant officers as it may, from time to time, determine and may define their powers and duties.
Section 2. Election. The Officers of the Foundation shall be elected at a regular meeting held between March 1 and June 30, for a term that shall begin on July 1 of the ensuing fiscal year and shall extend until June 30 of the following year or until such time after June 30 of the following year as another officer has been elected. The terms of the initial officers shall commence on April 13, 2004 and extend through June 30, 2005 or such time after June 30 of the following year as another officer has been elected. The Board of Directors may, by majority vote, remove any officer at any time. Officers may be elected to successive terms. A vacancy in any office may be filled by the Board of Directors for the balance of the vacant term. Section 3. Duties. The duties of the Officers of the Foundation shall be as follows: (a) President. The Board President shall preside over all meetings of the board and shall have primary responsibility in the Foundation's relations with the Williamsport Area School District. (b) Vice-President. The Vice-President shall have full authority to act for the President in his/her absence or incapacity. (c) Secretary. The Secretary shall be responsible for the minutes of all board meetings and the execution of all contracts and legal documents. (d) Treasurer. The Treasurer shall be responsible to report the finances of the Foundation to the Board and will act as a liaison between the Executive Director and the Board pertaining to corporate finances. (e) Executive Director. The Executive Director shall be responsible for managing and overseeing the operation of the Foundation. The Executive Director is accountable to and works closely with the Board of Directors to carry out the mission of the Foundation and ensure the viability of the organization.
ARTICLE IV
COMMITTEES
Section 1. Standing Committees. There shall be one (1) Standing Committee of the Board, as follows: (a) Nominations Committee. The Board President shall appoint the members of the Nominations Committee. The Nominations Committee shall be responsible for recommending qualified individuals to fill vacancies or pending vacancies on the Board.
Section 2. Other Committees. The Board of Directors may from time to time create additional committees with such powers and duties as the Board may prescribe.
ARTICLE V
GIFTS AND CONTRIBUTIONS
Section 1. Solicitations. Contributions and gifts shall be solicited by representatives of the Foundation to promote, sponsor and carry out the purposes of the Foundation.
Section 2. Deposit and Use of Contributions. Unless otherwise provided by the donor, all contributions received by the Foundation shall be deposited and held by the Treasurer of the Foundation and may be used and disbursed by the Board of Directors to promote, sponsor and carry out educational activities and objectives of the Williamsport Area School District.
Section 3. Restricted Gifts. The limitations and restrictions upon any grant, gift, donation, bequest or device shall be observed strictly except and unless it shall be determined by the Board of Education that changed conditions or other reasons shall have rendered the application of the grant, gift, donation, bequest or device for the purpose provided illegal, unnecessary or impracticable or that the purposes of the gift, donation, bequest or device have been fulfilled or become impossible of fulfillment, in which event said funds shall be administered for such other purpose of the Foundation as will best carry out the intentions of the donor or testator and as may be sanctioned by law.
Section 4. Operating Expenses. The operating expenses of the Foundation shall be defrayed by funds contributed directly to the Foundation.
ARTICLE VI
LIABILITY AND INDEMNIFICATION
Section 1. Limitation of Director's Liability. No Director of the Foundation shall be personally liable for monetary damages as such for any action taken or any failure to take any action unless: (a) the Director has breached or failed to perform the duties of his office under Section 8363 of the Pennsylvania Directors' Liability Act (42 Pa.C.S. §8363) or under 3512 of the Associations Code (15 Pa.C.S. §512) or any amendment, supplement, or re-enactment thereof (relating to standard of care and justifiable reliance), and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, that the provisions of this Section shall not apply to the responsibility or liability of a Director pursuant to any criminal statute, or to the liability of a Director for the payment of taxes pursuant to local, State or Federal law.
Section 2. Indemnification of Directors and Officers. Each person who is or was a Director or officer of the Foundation (including the heirs, executors, administrators or the estate of such person) shall be indemnified and held harmless by the Foundation for all actions taken by him and for all failures to take action (regardless of the date of any such action or failure to take action) to the fullest extent permitted by Pennsylvania law against all expense, liability and loss (including without limitation: attorneys' fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Director or officer in any such person's capacity as Director or officer or arising out of such person's status as Director or officer. No indemnification pursuant to this Section shall be made, however, in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
ARTICLE VII
AUDIT AND FISCAL YEAR
After the close of each fiscal year the Board of Directors shall cause an audit of all corporate assets and accounts to be made by the auditors who are required by law to audit Williamsport Area School District each year.
Section 1. Fiscal Year. The fiscal year shall begin July 1st and shall end June 30th .
Section 2. Report to Directors. The Board President or Executive Director shall furnish a report annually to all directors and the Board of Directors of the Williamsport Area School District.
ARTICLE VIII
AMENDMENTS
Section 1. Amendments. These Bylaws may be amended only by the affirmative vote of at least five members of the Board of Education and such vote must be preceded by at least ten (10) days written notice to each Director of the Foundation of the time and place at which School Directors will consider such amendment. Amendments may be proposed by the Board of Education by a majority vote at a publicly advertised school board meeting. In that case the school district business administrator shall forward a notice of the proposed amendment and the date the Board of Education intends to act upon the proposal to the Foundation Directors. Amendments may be proposed by a majority vote of the Board of Directors of the Foundation. In that case the Foundation secretary shall transmit the request to the Board of Education and provide copies to the Foundation Directors, which shall constitute the written notice required herein. Notice shall be by regular U.S. Mail to the Director's last known address. APPROVED and adopted by Resolution of the Board of Education this ________ day of __________________________, 2004 __________________________________ __________________________________
Board President Secretary