ARTICLE 1-Authority
Section 1-Name of Foundation
The name of the Foundation, a corporation organized under the laws of the state of Ohio, shall be the Zane State College Foundation, Incorporated.
Section 2-Corporate Seal
The seal of this corporation shall be specified by the Board of Directors and shall include the name of the Foundation on its face.
Section 3-Offices
The offices of this Foundation shall be maintained upon the campus of Zane State College and at such other locations as may be determined by the Board of Directors.
Section 4-Management
The affairs of the Foundation shall be managed and controlled by the Board of Directors operating under authority granted in the Foundation charter and in accordance with the College Board of Trustees and appropriate provisions of the Ohio Revised Code.
ARTICLE II-Purpose
Section 1-Purpose
The purpose for which this Foundation is formed is educational and charitable within the meaning of Section 501(c)(3) and other appropriate sections of the Internal Revenue Code of 1954; and in the furtherance of said purpose:
- The Foundation shall enhance the margin of excellence in technical programs of Zane State College by such means as may be authorized by law and as may be determined by the Board of Directors of the Foundation. Such furtherance may include, but shall not necessarily be limited to, the creation of an endowment fund for annual scholarship awards in each technology program, the improvement of technical laboratory equipment, and/or opportunities for the professional development of college employees; and
- The Foundation shall seek to gather to itself resources as may be necessary to fulfill the purpose of Section 1A above; and
- The Foundation shall receive funds and other assets by way of donations, contributions, gifts, and grants (including those from other foundations) and also including such deferred and conditional gifts, the acceptance of which shall be determined by the Board of Directors to be in the best interests of the Foundation; and
- The Foundation shall be and shall perform all things reasonably necessary for the accomplishment of the above purposes.
Section 2-Resources
- No part of any earnings or resources of the Foundation shall inure to the benefit of any director or officer of the Foundation, except that reasonable compensation may be paid for services rendered to or for the corporation, affecting one of its purposes. No director or officer of the Foundation, or any private individual, shall be entitled to share in the distribution of any of the Foundation assets on dissolution of the Foundation. Notwithstanding any other provision of this certificate, the Foundation will conduct, or carry on, only those activities permitted under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist, or as they may hereafter be amended. Upon the dissolution of the corporation or the winding up of its affairs, the assets of the corporation shall be distributed either to charitable, religious, scientific, literary, service, or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist, or as they may hereafter be amended, or to federal, state or local government agencies for exclusively public purposes.
- The Foundation will not accept, acquire, receive, take, or hold by any manner any property, both real and personal, of whatever kind, nature or description, which would be subject to restricted use on the basis of race, religion, gender, or country of origin.
ARTICLE III-Powers
Section 1
As a means of accomplishing the foregoing purposes, the Foundation shall have the following powers:
- To accept, acquire, receive, take, and hold by bequest, devise, grant, gift, purchase, exchange, lease, transfer, judicial order or decree, or otherwise, for any of its objects and purposes, any property, both real and personal, whatever kind, nature or description and wherever situated.
- To seal, exchange, convey, mortgage, lease, transfer, or otherwise dispose of any such property, both real and personal, as the objects and purposes of the Foundation may require, subject to such limitations as may be described by law.
- To invest and reinvest its funds in such savings account, stock (Common or Preferred), bonds, debentures, mortgages, or in such other securities, investments, and property as the Board of Directors shall deem advisable, subject to the limitations and conditions contained in any bequest, devise, grant, or gift, provided such limitations and conditions are not in conflict with those provisions of the Internal Revenue Code and its regulations dealing with organizations exempt from taxation under Section 501(c)(3), as such provisions now exist or as they may hereafter be amended.
- In general, and subject to such limitations and conditions as are, or may be, prescribed by law, to exercise such other powers which now are, or hereafter may be, conferred by law upon a corporation organized for the purpose hereinabove set forth, or necessary or incidental to the powers so conferred, or conducive to the attainment of the purposes of the Foundation, subject to the further limitations and condition that, notwithstanding and other provision of this certificate, only such powers shall be exercised as are in furtherance of the tax-exempt purposes of the Foundation and as may be exercised by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist, or as they may hereafter be amended.
ARTICLE IV-Board of Directors
Section 1-Composition of Membership
- The Board shall be composed of voting members selected from the College’s service area. The appointment of members among the counties shall approximate student enrollment.
- There shall be three nonvoting, ex officio members of the Board which number shall include one member of the College Board of Trustees designated by that body; the president of the College (or the president’s appointee).
Section 2-Appointment of Members
The Board members shall be appointed by resolution of the College Board of Trustees upon consideration of the Board of Directors; thereafter members shall be individually appointed in the same manner as vacancies occur.
Section 3-Declaration of Vacancy
The chairperson or vice chairperson shall declare a Board seat to be vacant upon occurrence of any of the following conditions: (1) expiration of a term of appointment, and/or (2) acceptance of a letter of resignation.
Section 4-Terms of Office
- Except as otherwise provided, the term of office for other than ex officio members of the Board is three years ending on the appropriate anniversary of the date of appointment. Members may be appointed to succeed themselves. Terms of ex officio members shall be determined by the authority which hired or appointed them.
- During the initial year of the Foundation, directors will serve one-, two, and three-year terms to be determined by lot effective September 4, 1984.
Section 5-Resignations
Any member of the Board of Directors may resign the position after given written notice of not less than thirty (30) days prior to such resignation, to the chairperson of the Foundation Board or vice chairperson, as appropriate.
Section 6-Board Meetings
The Board shall meet six times per year or at the call of two voting members of the Board, or at the call of the chairperson. The March meeting will be the annual meeting for election of officers. Meetings of the Board will be held in September, November, January, March, May, and July.
A Director who cannot be physically present at a meeting may attend the meeting by the use of authorized communications equipment that enables the Director the opportunity to participate in the meeting and to vote on matters submitted to the Board, including an opportunity to read or hear the proceedings of the meeting, participate in the proceedings, and contemporaneously communicate with the persons who are physically present at the meeting.
Any Director who uses authorized communications equipment is deemed to be present in person at the meeting whether the meeting is held at a designated place or solely by means of authorized communications equipment. Directors may adopt procedures and guidelines for the use of authorized communications equipment in connection with a meeting to maintain a record of any vote or other action taken at the meeting.
Section 7-Notice of Meetings
Written notice of all meetings of the Board of Directors shall be provided no less than five (5) nor no more than thirty (30) days prior to such meeting.
Section 8-Quorum
A quorum for a meeting of the Board of Directors will consist of a simple majority counting those physically present and those who attend the meeting via electronic communications.
Section 9-Motions
All matters requiring action by the Board shall be presented in the form of a motion. Such motions, when seconded, will be voted upon. Board approval requires a favorable vote by a majority of the voting members present. The minutes will reflect the name of the member making the motion, the name of the members seconding, and the results of the vote.
Voice vote will normally be used except in matters relating to election of officers or as the Board may otherwise decide.
An amendment takes two-thirds vote of those present provided the proposed amendment is distributed in writing with notice of the meeting.
Section 10-Minutes
Minutes which accurately reflect the events of each meeting will be prepared by or under the direction of the secretary and placed in a permanent book which will be maintained in the Foundation office.
ARTICLE V-Powers and Duties
The Board of Directors shall have and exercise all powers derived from the College Board of Trustees under its Articles of Incorporation, and under pertinent statues of the Ohio Revised Code relating to such organizations and as conferred under these bylaws. Without prejudice to these general powers, the Board shall have the following specific powers and duties:
- Appointment of Agents: To appoint, and at its discretion remove, such officers or agents as it shall deem proper and to prescribe their duties.
- Committees: To appoint from time to time suitable committees to investigate conduct, or discharge any function assigned by the Board. Such committees shall report to the Board when and as directed.
- Business Transactions: To complain and defend in its corporate name; to sell, convey or dispose of any property it may own; to receive and administer funds for educational purposes; to receive, take title to, hold and use the proceeds and income of stocks, bonds, obligations, or other securities; to take and hold by bequest, devise, gift, purchase, or lease, either absolutely or in trust any property real, personal, or mixed without limitation as to the amount or value; to reject any or all gifts, benefits, or devises which it deems not in the best interest of the objectives and purposes of the Foundation.
- Records: To maintain records of Board proceedings and of the activities of its committees, officers, and agents.
- Reports: To cause to be prepared annually in writing and to distribute a report of the business and activities of the Foundation. The Board of Directors shall cause an audit to be made of the financial affairs of the Foundation no less than biannually and at any other time as may be deemed necessary. Reports of such audits shall be made available to any member of the Foundation upon demand during normal working hours.
- Liability: The Board of Directors shall have the power to obtain officers and directors liability insurance to protect individuals from collective responsibility.
ARTICLE VI-Duties of Officers, Staff
Section 1-Officers
- The officers of the Foundation shall be a chairperson, a vice chairperson, a secretary, and a treasurer. One member may serve in the capacity of secretary and treasurer at the pleasure of the Board. Each officer shall be a member of the Board of Directors and may vote on matters before the Board. Such officers shall be elected by the Board of Directors at the annual meeting. The chairperson and vice chairperson may be re-elected to succeed himself/herself for one additional year. The chairperson or vice chairperson must then vacate the position for one year before being eligible to seek election for the same office. Term limitations for the chairperson and vice chairperson may be waived at the discretion of the Board under special circumstances. There are no limits in the successive terms the secretary/treasurer may serve. An officer may be removed from office at any time for cause by a majority vote of all of the members of the Board.
- Any officer may resign his position after giving written notice to the chairperson or vice chairperson, as appropriate, not less than thirty (30) days prior to actually leaving office. Upon such notice and with the approval of the Board, the chairperson or vice chairperson, if the chairperson shall be unavailable, shall appoint a replacement from the Board to fill the vacancy left by the resigning officer; said replacement to hold office until the next annual meeting. In the event that the chairperson shall resign, the vice chairperson shall take the chairperson’s place until the next annual meeting, appointing a replacement for the vacant vice chairpersonship in the manner prescribed above.
Section 2-Powers and Duties of the Chairperson
The chairperson shall preside over all meetings of the Board. The chairperson shall have general and active management of the business of the Foundation and shall see that all orders and resolutions of the Board are carried into effect. The chairperson shall be an ex officio member of all standing committees. The chairperson shall be selected from among those directors who are the voting members.
Section 3-Powers and Duties of the Vice Chairperson
The vice chairperson shall possess the powers and perform the duties of the chairperson in the absence or disability of the chairperson. The vice chairperson shall do and perform such others duties as may be, from time to time, assigned to him by the chairperson of the Board. The vice chairperson shall also be selected from those directors who are voting members.
Section 4-Powers and Duties of the Secretary
The secretary shall attend all meetings of the Board and shall keep or cause to be kept the minutes of the proceedings of such meetings. The secretary shall keep custody of the seal of the Foundation, if any, and is authorized to affix same to all instruments requiring its use. The secretary shall be responsible for maintaining the files and records of the Foundation and for such other duties as the Board may prescribe. The secretary may be elected from among all Board members, both voting and nonvoting.
Section 5-Powers and Duties of the Treasurer
The treasurer shall be responsible for the receipt and disbursement of all assets of the Foundation in accordance with Board direction, and for ensuring that accurate records of all activities are maintained. Funds, books, and other records of this office shall at all times be subject to inspection, supervision, and control of the Board. The treasurer will cause to be performed, biannually, an independent audit of the Foundation’s books and records and submit the same to the Board. Disbursement of funds from the Foundation will be made only upon the signature of the treasurer and the chairperson or such other persons as the Board may direct in writing. The treasurer shall make reports of the finances of the Foundation to the chairperson and the Board as required and shall perform such other duties as may be required of him by the Board.
Section 6-Executive Director
The Board of Directors shall have the authority to employ an executive director to administer the affairs of the Foundation if deemed necessary, and to grant to said executive director those powers of the chairperson, secretary, and treasurer which may be needed to carry out the management of the Foundation.
Article VII-Committees
Section 1
The chairperson of the Board of Directors shall name those committees deemed necessary for the expeditious transaction of the affairs of the Foundation; such committees may be comprised of or include persons other than members of the Foundation Board.
Section 2
The chairperson of the Board shall serve ex officio on all committees.
Section 3
The executive director shall serve ex officio without vote on all committees unless specified otherwise by the chairperson of the Board.
ARTICLE VIII-Parliamentary Authority
Section 1
The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern the deliberations of the Board and the Foundation in all cases to which they are applicable and in which they do not conflict with the provisions of these bylaws or with state and federal law.
Section 2
The Board of Directors is the final authority on interpretation of parliamentary authority, by majority vote.
ARTICLE IX-Amendment
Section 1
These bylaws can be amended at any regular meeting of the Board of Directors by two-thirds vote of those present, provided the amendment has been submitted in writing in the notice of the meeting at which the vote is to be taken.
Section 2
No section of these bylaws pertaining to or affecting the tax-exempt status of this Foundation may be amended unless notification is given to the Internal Revenue Service and/or other appropriate agencies and permission and/or authorization for doing is granted.
