Clarksville Education Foundation,
Inc.
Bylaws
_______________________________________________
Bylaws of
ARTICLE ONE
Section 2.1 Registered Office and Registered Agent
The registered office of this corporation is located at 1500
ARTICLE THREE
Section 3.1 General
A.
The purpose of this corporation is to
provide an organization which will coordinate, encourage and assist educational
functions and activities, and promote scholarship in the Clarksville Independent
School District, Red River County, Texas by providing financial support,
leadership ability, professional expertise or otherwise and to establish a
monetary fund to be used to benefit individual students and teachers worthy of
scholarship assistance to colleges, universities, and trade or technical schools
and professional seminars. This
corporation shall be and is limited to those powers which comply with the
provisions and maintenance of exemption provided in Sections 501(c)(3) and
509(a) Internal Revenue Code 1954 as amended.
The powers and purpose of this corporation are also and shall be limited
by those powers granted by the State of
B. In the event of liquidation, dissolution, winding up or abandonment of this corporation, its property and assets, of every type and description, shall be distributed exclusively to and become the property of such funds, foundation and/or to corporations as are selected and designated by the majority vote of the Board of Trustees of the corporation, provided however, that such funds, foundation, and/or corporations shall qualify as exempt organizations under Section 501(c)(3) of the United States Internal Revenue Service Code of 1954, and as such section now exists or may subsequently be amended.
Section 3.2 Nondiscrimination
This corporation shall not discriminate against any person on account of race, color, religion, sex, age, handicap, or national origin.
Section 4.1 Powers
The affairs of this corporation shall be managed by its Board of Trustees (hereinafter called “Board”).
Section 4.2 Number, Term, Qualifications, and Express Agreement of Trustees
The number of Trustees constituting the Board of the
corporation shall be a minimum of nine (9), but may grow in number up to fifteen
(15). The Board of Trustees shall
be elected by the beginning Board of Trustees of the corporation for three (3)
year terms which terms will be staggered so approximately one-third of the
Trustees are elected each year.
Trustees shall be chosen without regard to race, color, religion, sex, handicap,
or national origin. Upon initial
organization of the Foundation, as determined by lot, one-third of the Board of
Trustees shall hold office for a term of three (3) years, one-third for a term
of two (2) years, and one-third for a term of one (1) year.
Trustees succeeding the initial Trustees shall then hold office for a
term of three years. The term of
office for an initial director who draws a two (2) year term shall end on
Section 4.3 Vacancies
Any vacancy occurring on the Board shall be filled by the remaining Board members. A director so elected shall serve the unexpired term vacated.
Section 4.4 Compensation of Trustees
No board member shall receive a salary or compensation for service as a member of this corporation, however, direct expense may be allowed for attendance at meetings pursuant to the conduct of the corporation’s business. Nothing shall prevent any board member from serving this corporation in any other capacity and receiving compensation there from.
Section 4.5 Advisors
The Board may appoint such advisors to this Board as in its judgment is deemed necessary or appropriate, and at the request of the board may attend meetings of the board. Such advisors shall not be Trustees, shall have no vote and the presence of such advisors shall not count toward a quorum of the Trustees at any meeting. Upon initial organization of the Foundation, the superintendent and business manager of Clarksville ISD were named Advisors.
ARTICLE FIVE
Section 5.1 Place
Meetings of the Board of Trustees shall be held at such places as may be determined from time to time by the Board of Trustees.
Section 5.2 Regular Meetings
Meetings of the Board shall be held at least semi-annually and at such times as may be designated by the president of the Board, vice-president, or in their absence, any officer of the Board.
Section 5.3 Special Meetings
Special meetings of the Board shall be held upon call by the president, vice-president, or by a majority of the board members upon three (3) days notice, oral or written, stating time, place, and purpose or purposes of such a meeting.
Section 5.4 Annual Meeting
The annual meeting of the board shall be held in January at such a time and place as the president or a majority of the members may determine.
Section 5.5 Attendance
A board member who is unable to attend a regular or special meeting shall so advise the president.
Section 5.6 Quorum
At any meeting of the Board of Trustees, the personal presence of not less than one-half of the trustees shall be necessary to constitute a quorum.
Section 5.7 Voting of Trustees
Each board member who personally attends a meeting of the Trustees shall be entitled to one vote on each matter submitted for a vote. A board member must vote in person on such matters at such meetings. A board member may not vote by proxy.
Section 5.8 Act of the Board of Trustees
The act of the majority of the Trustees present in person at a meeting at which a quorum is present shall be the act of the Board of Trustees unless the act of a greater number is required by law.
Section 5.9 Procedure at Meetings
The president of the Board, or in his/her absence, the vice-president of the Board or the secretary of the Board shall preside at all meetings of the Board of Trustees.
A. The officers shall be elected by the Board of Trustees at its annual meeting.
B. Each officer shall hold office until the next annual meeting of the Board or until his/her successor shall be elected. Sixty days prior to the annual meeting, the president shall appoint a nominating committee to make recommendations to the Board of Trustees concerning the election of all board officers. The nominating committee shall consist of three (3) members, one of whom shall be the immediate past president.
Section 6.3 President
The president of the Board shall preside at all meetings of the Board of Trustees and have such other duties as prescribed by the Board.
Section 6.4 Vice-President
The duties and authority of the vice-president, when present, shall be as determined by the Board.
Section 6.5 Secretary
The secretary shall be a director of this corporation and shall be responsible for seeing that:
A. A book of minutes be kept at the principle office of the corporation, or such other place as the Board shall order, of all meetings of the Board in the form and manner required by law;
B. All notices are duly given in accordance with the provisions of the Bylaws or as required by law;
C. A register of the addresses of each board member be maintained; and
D. All required correspondence is completed and all other duties incidental to the said office or as may be prescribed from time to time by the Board of Trustees or by law are performed.
The secretary of the Board shall also serve as the secretary of the corporation.
Section 6.6 Treasurer
As required by the president, the treasurer shall:
A. Keep and maintain correct amounts of the properties and business transactions of the corporation which shall include all matters required by law;
B. Have the care and custody of the funds and valuables of the corporation and deposits same in the name and to the credit of the corporation with such depositories as the Board of Trustees may designate;
C. Disburse the funds of the corporation, retaining proper documentation for such disbursement;
D. Render to the president of the corporation and the Board of Trustees whenever required, but at least annually, an account of all the transactions as treasurer and a financial statement in form satisfactory to them, showing the condition of the corporation;
E. Have such powers and perform such other duties as may be prescribed by the president.
ARTICLE SEVEN
Only the interest from the Permanent Investment Fund may be
used.
The powers to alter, amend, or repeal these Bylaws or to adopt new Bylaws is vested in the Board of Trustees.