ARTICLE SECTIONS LISTED BELOW:
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The name of this organization is the WEST VALLEY EDUCATION FOUNDATION (hereafter known as the “Foundation”). The Foundation is a nonprofit corporation organized pursuant to the laws of the State of Washington.
ARTICLE II – PLACE OF BUSINESS
The Foundation’s initial place of business shall be within Spokane County, Washington, or at such other location or locations within or without the State of Washington as may be determined by the Board of Directors from time to time. The mailing address of the Foundation will be P.O. Box 11739 in the community of Spokane, Washington 99211.
The West Valley Education Foundation enhances the educational opportunities provided to students by connecting community resources to the needs within the West Valley School District, helping young people continue their education, successfully learn, and maximize their potential. The organization is organized exclusively for charitable, religious, educational, and/or scientific purposes under section 501 (c) (3) of the Internal Revenue Code.
The Foundation is empowered to raise and receive money and other property by gift, device, subscription, dues, and other legal means and to expand and contribute the funds so raised and do all things necessary or desirable to carry out the purpose set forth in Article III of these Bylaws. The Foundation shall have no capital stock and shall be operated solely for charitable purposes. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to, its members, trustees, officers or other private persons, except that the organization 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 the purpose clause HEREOF. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Any person, firm, corporation, or organization subscribing to the purpose of these Bylaws and making an annual contribution of voluntary participation or funds for the benefit of the Foundation shall become a member of this Foundation. However, general membership does not constitute a right to manage or vote on Foundation matters.
ARTICLE VI – BOARD OF DIRECTORS
Number and Title. The number of Board of Directors of the Foundation shall be not less than nine. The Board of Directors of the Foundation shall constitute the governing body of this Foundation. One non-voting liaison will serve on the Board of Directors to represent West Valley School District.
Board of Directors. At the meeting at which the Bylaws are adopted by majority vote of those present, the number of Board of Directors for the ensuing year shall be fixed, and the number so fixed shall be elected Board of Directors of the Foundation. Insofar as practical, one-third of the Board of Directors so elected shall serve for a term of one year, one-third for a term of two years, and one-third for a term of three years.
At each Annual Meeting thereafter, the Foundation Directors may fix the number of Directors, shall elect one-third of the number so fixed to serve a term of three years, and may elect additional Directors for shorter terms to fill vacancies, it being the intent of this Bylaw that insofar as practicable the term of office of one-third of the number of Directors fixed at each Annual Meeting shall expire at the next succeeding Annual Meeting. The Board of Directors shall make, implement, and supervise the policies of the Foundation, shall elect all officers, and may fill vacancies in the Board of Directors which occur between Annual Meetings. There will be no fixed number of terms that a Director may serve.
ARTICLE VII – REMOVAL OF DIRECTOR
Any Foundation director elected or appointed by the Board of Directors may be removed, with or without cause, by two-thirds of the votes cast in person or by proxy at a meeting of the Board at which a quorum is present.
The officers of the Foundation, elected from among a Board of Directors, hereinafter referred to as the Executive Committee, shall consist of a President, an Executive Committee Vice President, a Treasurer, and a Secretary. The Board of Directors may choose to elect other officers, including additional vice presidents, who will not be considered Executive Committee members.
The term of office of the officers of the Foundation shall be one year and shall expire at the next succeeding Annual Meeting of the Board of Directors or when their respective successors are elected and qualify.
President. The President (and at times of his/her absence or inability the Vice President) shall be the chief operating officer of the Foundation, shall preside at all meetings of the members of the Board of Directors and shall implement Foundation policy as established by the Board. The acting President will serve as registered agent of the Foundation.
Executive Committee Vice President. In the absence of the President or in the event of his/her death, inability or refusal to act, the Executive Committee Vice President shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
Vice Presidents. Additional Vice Presidents may be appointed by the Executive Committee as deemed necessary. Any Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Treasurer. The Treasurer shall be the custodian of all Foundation funds. At Foundation expense he/she shall be bonded each year. He/she shall deposit all receipts in a bank or banks designated by the Board of Directors and shall disburse Foundation funds only by checks or other orders for the payment of money.
Secretary. The Secretary shall record and keep minutes of the meetings.
Other Officers. Other officers as the Board of Directors may from time to time elect shall have such powers and perform such duties as the Board of Directors may determine.
ARTICLE IX – REMOVAL OF OFFICER
Any Foundation officer elected or appointed may be removed by the Board of Directors whenever in their judgment the best interests of the Foundation will be served thereby.
ARTICLE X – EXECUTIVE DIRECTOR
The Executive Director. The Executive Director will be a non-voting member of the Executive Committee. He/she will be responsible for conducting the day-to-day operations and affairs of the Foundation and will be responsible for other duties as designated by the Board of Directors.
The Foundation shall indemnify any and all persons who may serve or who have served at any time as a director, officer, committee chairperson or staff member of the Foundation and their respective heirs, administrators, successors and assigns, against any and all expenses incurred by such a person in connection with any action, suit or other proceedings, including any settlement thereof approved by the Board of Directors, by reason of such person’s having been a director or officer of the Foundation. The directors or officers shall not be liable to the Foundation or its members for any other reason except in the case of bad faith or willful misconduct on the part of any such person. The officers or directors shall have no personal liability for any contract or other commitment made by them, in good faith, and the Foundation shall indemnify and forever hold each such officer or director harmless against any and all liability to others on account of any such contract or commitment.
ARTICLE XII – STANDING COMMITTEES
- 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.
- Fund-Raising Committee. A Vice President shall oversee the Fund-Raising Committee.
- Scholarship Committee. A Vice President shall oversee the Scholarship Committee.
The Board of Directors may from time to time create additional committees with such powers and duties as the Board may prescribe.
The members and chairpersons of all committees shall be appointed by the President subject to the approval of the Board of Directors and shall serve at the pleasure of the Board.
Annual Meeting of the Board of Directors. One meeting each year of the Directors shall be designated the Annual Meeting of the Board of Directors and shall be held on a date at such time and place as shall be fixed by the President. Notice of the time, place, and date of this meeting of Directors shall be disseminated directly to Directors. The Annual Meeting of the Board of Directors shall be open to all members and residents of the Foundation area, but only persons who are duly elected Directors shall be entitled to be heard or to vote on any matter brought before the meeting. The Board members may, however, exercise discretion in permitting or inviting meeting guests to address the Directors.
Other Meetings of Directors. Regular meetings of the Board of Directors will be held quarterly. Special meetings of the Board of Directors may be held from time to time upon call of the President or upon written application to the Secretary of not less than one-third in number of the Directors then in office. The Secretary shall send written notice of all meetings of the Board of Directors to each Director at least seven days prior to the meeting unless the time, place, and date of such meeting has been previously fixed by vote of the Board of Directors, or unless waiver of notice of the meeting is signed by every Director and filed with the Secretary.
Meeting of the Executive Committee. Meetings of the Executive Committee may be called by the President at any time. Notice of the date, time, and place of Executive Committee meetings shall be furnished to each Executive Committee member by the Secretary by mail, telephone, messenger, or other reasonable means at least seventy-two hours in advance of the meeting unless the time, date, and place of the meeting has been previously fixed by vote of the Executive Committee, or unless waiver of notice of the meeting has been signed by every Executive Committee member and filed with the Secretary.
Quorum. Fifty-one percent (51%) of the Directors then in office shall constitute a quorum in the case of a meeting of the Board of Directors; and a majority of those present at a meeting, and entitled to vote, shall decide any matter properly brought before the meeting.
The fiscal year of the Foundation shall be the twelve-month period ending December 31 of each year. Annual financial reports shall be based on this twelve-month period. Foundation officials may choose to operate Foundation activities and elect officers on the basis of a school calendar.
ARTICLE XV – FOUNDATION DISSOLUTION
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
These Bylaws may be amended by vote of the Directors at any annual, scheduled, or special meeting called for the purpose of acting upon a proposed amendment, provided that no such amendment shall become effective until it has been approved by three-quarters of the entire Board of Directors.
If any provision of these Bylaws is determined to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions of these Bylaws are not affected or impaired in any way.
ARTICLE XVIII – EFFECTIVE DATE OF THESE BYLAWS
These Bylaws shall become effective upon their adoption at a meeting as provided in Article VI. Once adopted in this present form, these Bylaws become the governing documents of the West Valley Education Foundation.
The undersigned President, Executive Committee Vice President, Treasurer, Secretary, Executive Director, and a majority of the Board of Directors respectively of the Foundation hereby certify that the foregoing Bylaws were duly adopted at a meeting duly called and held on the 8th day of November, 2007.
Amended: June 5, 2008
Amended: October 1, 2009
Amended: January 6, 2011