Bylaws


BYLAWS OF

THE ATHENS-CLARKE HERITAGE FOUNDATION, INC.

ARTICLE I – NAME

The name of the Foundation shall be ATHENS-CLARKE HERITAGE FOUNDATION, INC. (referred to hereinafter as the “Foundation”).

ARTICLE II – DEFINITIONS

“Board” shall mean the Board of Trustees of the Foundation.

“Bylaws” shall mean these Bylaws and any amendments hereto adopted by the Members.

“Committee(s)” shall mean any or all of the Committee(s) established by these Bylaws or by an action of the Board to carry out the business of the Foundation.

“Committee Chair(s)” shall mean the Chair(s) of the Committee(s) appointed by or elected by the Board or otherwise as set forth in these Bylaws.

“Conflict of Interest” shall mean the situation arising whenever a Trustee or Committee Chair has a material interest in a transaction to which the Foundation may be a party, including, but not limited to transactions with the Foundation in which the Trustee, or an entity in which a Trustee has an interest, is a party.

“Corporate Secretary” shall mean the signatory of the Foundation.

“Executive Director” shall mean the Executive Director of the Foundation.

“Fiscal Year” shall mean the period from July 1 of a given year until June 30th of the following calendar year.

“Foundation” shall mean ATHENS-CLARKE HERITAGE FOUNDATION, INC..

“Interested Trustee(s)” shall mean any Trustee who is a party to, or has any financial interest in any entity (whether by virtue of his or her ownership in, employment by or for any other reason) that is a party to any transaction with the Foundation.

“Member” shall mean any person meeting the requirements for membership set forth herein below.

“Officers” shall mean the President, the President-Elect, the Treasurer, the Treasurer-Elect, and the Parliamentarian of the Foundation.

“Parliamentarian” shall mean the Parliamentarian of the Board.

“Past President” shall mean the President whose term most recently expired.

“President” shall mean the President of the Board.

“President-Elect” shall mean the President-Elect of the Board.

“Recording Secretary” shall mean the Secretary of the Foundation.

“Revolving Fund Liaison” shall mean the Trustee elected by the Board to serve as a member of the Revolving Fund Committee.

“Standing Committee” shall mean any of the permanent Committees created by Article VIII of these Bylaws.

“Treasurer” shall mean the Treasurer of the Foundation.

“Trustee” shall mean any member of the Board of Trustees.

ARTICLE III – PURPOSES

The purposes of the Athens-Clarke Heritage Foundation, Inc. (the “Foundation”), as set forth in the Charter of Incorporation (the “Charter”) dated March 18, 1967, are:

“to acquire, hold, improve, preserve, develop and restore sites, buildings, or other structures of historical or architectural interest in and around Athens and Clarke County, Georgia; to encourage, promote, and develop public support and interest in the establishment of public educational, recreational, and cultural facilities for Athens and Clarke County, Georgia and in the use of such sites, buildings and other structures for such purposes; to participate in programs and projects for historical or architectural preservation, and for the establishment of such educational, recreational, and cultural facilities in and around Athens and Clarke County, Georgia, as may be carried on or financed in whole or in part by the government of the United States, the State of Georgia, or any political subdivision, such governments or agencies in the promotion and performance of such programs or projects.”

The mission of the Athens-Clarke Heritage Foundation is to be a proactive force in developing community-wide understanding of the value of historic buildings, neighborhoods, and heritage (Adopted 1995)

The vision of the Athens-Clarke Heritage Foundation is to become the leading advocate for the importance of historic preservation to the future of the Athens community (Adopted 1997)

Athens Clarke Heritage Foundation TEST:

(a) Does it ADDRESS our Mission?

(b) Is it a CREDIBLE use of resources?

(c) Is it HISTORIC preservation worthy?

(d) Does it FURTHER ACHF’s Vision?

ARTICLE IV – BASIC POLICIES

  1. The following are basic policies of the Foundation:
  • The Foundation shall be noncommercial, nonsectarian, and nonpartisan.
  • The name of the Foundation or the names of any members in their official capacities shall not be used in any connection with a commercial concern or with any partisan or sectarian interest or for any purpose not appropriately related to promotion of the Purposes of the Foundation.
  • The Foundation shall create and foster such programs, and serve as a fiscal sponsor for such other organizations, persons, associations, or entities in furtherance of the Purposes of the Foundation.
  • The Foundation shall, from time to time, and subject to approval from the Board, accept facade and/or conservation easements on historic structures in furtherance of the Purposes of the Foundation.
  • The Foundation shall adopt the Fiscal Year for all purposes under this Agreement, including for all tax, human resources, payroll, accounting, and any other practicable purpose. All references to a year or years shall be deemed to refer to such a Fiscal Year, unless otherwise stated.

ARTICLE V – MEMBERSHIP

  1. All Members, other than Life Members, whose dues are current and have been duly admitted as Members according to the provisions regarding membership in the Foundation, as established and adopted by the Board, shall have the right to vote to approve the Trustees, Officers, and any Amendments to these bylaws (in accordance with the terms hereof).
  1. The Founders of the Foundation are those who signed the Charter as well as those who contributed $100.00 or more in calendar year 1967. Charter members of the Foundation are those who joined and paid dues in calendar year 1967. Life Members of the Foundation are created and bestowed to honor individuals.
  1. The amount of dues shall be established by the Board of Trustees, subject to revision as appropriate.

ARTICLE VI – GIFTS

In accordance with Section 7 of the Charter, the Foundation shall have the power and authority to accept gifts by will or otherwise in any form of property, including easements, or money. All such gifts shall be devoted to the objects and purposes specified in said will or other instrument of gift and shall be administered according to the provisions contained therein, to the end that the wishes and directions of the testator or donor shall in all respects be faithfully observed and executed. However, the Foundation shall not accept any gift to be held or used for purposes contrary to the purposes of the Foundation.

ARTICLE VII – BOARD OF TRUSTEES

  1. The Board shall consist of not more than twenty-five nor less than nine Trustees elected by the Members.
  1. Trustees shall serve three-year terms. Trustees may serve a second consecutive term, but no Trustee shall serve more than two consecutive terms unless approved by a majority vote of the Board.
  1. Trustees of the Board shall assume official duties as of the first (1st) day of the fiscal year following their election to the Board.
  1. Trustees shall be elected in rotation. Each year approximately one-third of the presently filled positions on the Board shall be up for election. If the Board determines that there is a serious imbalance of Trustees among the three-year rotational terms of Trustees that might affect orderly succession, the Board may elect Trustees for one- or two-year terms to achieve a better balance.
  1. Any Trustee missing two consecutive regular monthly meetings or any five regular monthly meetings during the year, unless excused by the President or the Executive Director, is automatically removed from membership on the Board.
  1. All Trustees shall have voting privileges.

ARTICLE VIII – COMMITTEES

  1. There shall be an Executive Committee as set forth in Article IX.
  1. The following Committees shall be Standing Committees and shall perform the duties assigned by the Board:
  • Communications
  • Education and Advocacy
  • Membership
  • Special Events
  • Ware-Lyndon House
  1. In addition to the foregoing, the following Program Committees shall perform the duties assigned by the Board in accordance with these Bylaws and any rules, regulations, or bylaws adopted by such a committee:
  • Athens Historic House Museum Association
  • Athens Welcome Center
  • Hands on Athens Steering Committee
  • Revolving Fund Advisory Committee
  1. The Board may create any such ad hoc and/or special committees as the board determines is necessary to carry out the business and/or purposes of the Foundation.
  1. Each Committee, with the exception of the Executive Committee, shall have a Committee Chair elected by the Board of Trustees. Such Committee Chair may be, but is not required to be, a Trustee.
  1. The Committee Chairs shall serve for a term of one year and until the election and qualification of their successors. There are no limits on consecutive terms to be served by Committee Chairs. The Committee Chairs shall assume their official duties following the close of the Annual Meeting in June.
  1. The Board shall also elect one Trustee to serve as the Revolving Fund Liaison; such Trustee shall serve for a term of one year and until the election and qualification of his or her successor. There are no limits on consecutive terms to be served by the revolving Fund Liaison, and the Board may fill any vacancy in the position at any time by electing a new Trustee to serve.
  1. The President and the President-Elect shall be ex-officio members of all committees and shall be notified of all committee meetings.
  1. Committee Descriptions:
  • Communications: The communications committee connects the Foundation to members and the community at large by disseminating information about events, projects and issues. This committee produces a newsletter a minimum of three times a year and also maintains a presence on social media. This committee also assists the Executive Director with the website, making updates as necessary, and assists committees with promoting events.
  • Education and Advocacy: This committee, which may be chaired by the Executive Director, works proactively in the community, and with trustees and members, to identify, educate and advocate on preservation issues. This committee may work with government and community stakeholders to help shape policy, push for grassroots/neighborhood activism, and/or plan events and activities to raise awareness of these issues. This committee shall keep the board apprised of issues and recommend appropriate action when necessary.
  • Membership: This committee works to maximize the involvement of ACHF members and to maintain members and recruit new members. The committee organizes and publicizes membership drives and regular membership events, such as the twice-yearly Fun-n-Friends event and the annual meeting. This committee collaborates with other committees when necessary and works with the Communications committee on promoting these events. This committee is also responsible for annually reviewing the membership structure, making recommendations to the Trustees, and recognizing the time and efforts of all who volunteer to support the Foundation.
  • Special Events: This committee serves as an umbrella committee for all special events, primarily the Heritage Holiday Gala and the Annual Awards. This committee will be responsible for brainstorming and recommending ideas for events and coming up with a calendar for the following year. The committee will also be responsible for recruiting special event chairs, assisting those chairs in developing committees, and monitoring the progress of special events throughout the year.
  • Ware-Lyndon House: This committee oversees the decorative arts collection housed in the Ware-Lyndon House Museum and owned by the Foundation, and partners with the Lyndon House Arts Center in planning educational programming and fundraisers.
  • Athens Welcome Center: This committee serves as an advisory committee to the Athens Welcome Center Director for general operations and activities of the Athens Welcome Center.
  • Athens Historic House Museum Association: The Association is a collaboration of the Foundation, the Athens Convention & Visitor’s Bureau, and the four Athens historic house museums (Church-Waddell-Brumby House, Taylor-Grady House, T.R.R. Cobb House, and Ware-Lyndon House). It works to increase the awareness of Athens’ architectural and cultural heritage through interpretation of historic resources, making Athens a primary destination for heritage tourists, students of history and the decorative arts, and a source of pride and education for all Athenians. Reports to the Board as necessary.
  • Hands on Athens Steering Committee: The Hands On Athens Steering Committee is made up of the HOA Administrator, the ACHF Executive Director, a chairperson, and a second volunteer, plus other members as deemed appropriate. Hands On Athens is a volunteer-based program that provides repairs and maintenance on historic homes and homes in historic neighborhoods whose owners meet specific low-income qualifications. Reports to the Board as necessary.
  • Revolving Fund Advisory Committee: This five-member board directs Revolving fund activities through goals and policy setting and makes recommendations to the Trustees and Education and Advocacy Committee on the use of the Revolving Fund. One Trustee serves on the Revolving Fund Advisory Committee as the Revolving Fund Liaison.

ARTICLE IX – EXECUTIVE COMMITTEE

  1. The Executive Committee shall be composed of the Officers (President, President-Elect, Treasurer, Treasurer-Elect, Parliamentarian) and shall be chaired by the President.
  1. The Executive Committee shall:
  • regularly review, amend, and submit to the Board for approval any and all financial documents pertaining to the Foundation, including but not limited to all budgets and tax returns;
  • subject to the provisions of Article XIII, section 2, regularly review the performance of the Executive Director, and receive performance reviews of the Hands On Athens Administrator and the Welcome Center Director submitted by the Executive Director, and submit such reviews and any associated recommendations to the Board;
  • when necessary or expedient, authorize extra-budgetary expenditures up to the amount of Five Hundred Dollars and 00/100 ($500.00) without the need for approval from the Board;
  • oversee the administration and business of the Foundation; and
  • perform such duties as are delegated to that Committee by the Board in accordance with sub-section 2 of Article XIII.
  1. In addition to the above, the Executive Committee shall prepare and submit the agenda for all regularly scheduled meetings of the Board.
  1. The Executive Committee shall meet monthly at 5:30 p.m. on the second Thursday of the month prior to the following board meeting, unless otherwise specified by the President. Any and all Trustees who so desire are welcome to attend meetings of the Executive Committee.

ARTICLE X – NOMINATIONS, ELECTIONS and VACANCIES

  1. Nominations
  • There shall be a Nominating Committee composed of the Past-President and three Trustees selected by the President at the regular Board meeting in January and approved by a majority of the Board. The Committee Chair shall be the Past President.
  • The Nominating Committee shall nominate one eligible person for each Trustee whose term is expiring. The Nominating Committee may, by majority vote, nominate fewer or more Trustees, subject to the limitations and requirements of Paragraph 1 of Article VII.
  • The Nominating Committee shall report its nominees at the regular Board meeting in May, at which time additional nominations may be made from the Trustees or Members present, subject to the limitations and requirements of Paragraph 1 of Article VII.
  • The Board may add additional trustees, should a vacancy occur midyear.
  1. Elections
  • The following positions shall be elected by the simple majority of the members at the Annual Meeting in the month of June:
  • President-Elect
  • Recording Secretary
  • Treasurer-Elect
  • Parliamentarian
  • Trustees-at-large, subject to the limitations and requirements of Paragraph 1 of Article VII.
  • The President-Elect shall succeed the President and the Treasurer-Elect shall succeed the Treasurer without the need for further election. Each year a President-Elect and a Treasurer-Elect shall be elected. In the event a President-Elect or Treasurer-Elect cannot succeed, a new nominee shall be selected by the Nominating Committee and elected by the membership.
  • If there is but one nominee for a position, it shall be in order to move that the Recording Secretary cast the elective ballot.
  • If there is more than one nominee for any position, each nominee will have an opportunity to be heard before the Members and to have questions asked of him/her at the Annual Meeting. After all of the nominees for any position have been heard, all of the nominees will be excused from the meeting to allow for discussion of the nominees and a vote.
  • In the event that there is no nominee receiving a simple majority amongst the Members, the nominee receiving the most votes shall be elected.
  • Only those persons who have signified or agreed to consent to serve if elected shall be elected to such position.
  1. Vacancies
  • If a vacancy (or vacancies) shall occur in any of the Committee Chair, Revolving Fund Liaison, or Trustee positions, such vacancy (or vacancies) shall be filled by a person appointed by the President and approved by the majority of the Trustees. Individuals elected to fill a vacancy shall serve for the remainder of the unexpired term.
  • A vacancy occurring in the office of any Officer or the Recording Secretary shall be filled for the unexpired term by a person elected by a majority vote of the remaining members of the Board, notice of such election having been given at least ten (10) and not greater than thirty (30) days prior to the date of the vote.

ARTICLE XI – DUTIES OF OFFICERS,

the RECORDING SECRETARY, and TRUSTEES

  1. President
  • The President shall:
  • fix the time for the regular meetings of the Board;
  • when necessary or appropriate to carry out the business of the Foundation, call for special meetings of the Board;
  • preside at all meetings of the Foundation and Board;
  • tally and report to the secretary for recording all votes of the Board;
  • nominate the members of the Nominating Committee;
  • appoint nominee(s) to fill any vacancy (or vacancies);
  • serve as Chair of the Executive Committee;
  • perform such other duties as may be prescribed in these Bylaws or assigned by the Board; and
  • coordinate the work of the Officers and Committees of the Foundation in order that the purposes may be promoted.
  1. President-Elect
  • The President-elect shall:
  • serve as the liaison for the Executive Committee and the Committees of the Board, and shall report to the Executive Committee on those Committees’ progress and needs at Executive Committee Meetings;
  • assist the Committee Chairs in leading Committee efforts, preparing Committee budgets, and otherwise provide assistance to the Committee Chairs in leading their Committees;
  • succeed the President in that office during the fiscal year following his or her election as President-Elect;
  • assist the President in performing the duties described above;
  • perform the duties of the President in case the President is absent at any meeting or unavailable to perform his or her duties for any reason.
  1. Recording Secretary
  • The Secretary shall:
  • record the minutes of all meetings of the Board;
  • record the results of all votes taken by the Board; and
  • perform such other duties as may be delegated to the Recording Secretary by the President, the Executive Director, or the Board.
  1. Treasurer
  • The Treasurer shall:
  • keep or cause to be kept full and accurate accounts of the receipts and disbursements and other appropriate accounting records in books belonging to the Foundation;
  • deposit or cause to be deposited all funds and other valuable effects in the name and to the credit of the Foundation in such depositories as may be designated by the board;
  • make a full report of the financial standing of the Foundation at the Annual Meeting;
  • be responsible for the maintenance of such books of account and records as conform to the requirements of the bylaws and any and all applicable local, state, and federal laws and regulations; and
  • at the direction of the board, following a majority vote approving the same, cause an independent audit to be made of the assets of the Foundation.
  1. Treasurer-Elect
  • The Treasurer-Elect shall:
  • assist the Treasurer in performing the duties described above;
  • succeed the Treasurer in that office during the fiscal year following his or her election as Treasurer; and
  • perform the duties of the Treasurer in case the Treasurer is absent at any meeting or unavailable to perform his or her duties for any reason.
  1. Parliamentarian
  • The Parliamentarian shall:
  • familiarize him- or herself with the latest edition of Robert’s Rules of Order;
  • ensure that, during Executive Committee and Board meetings, proper parliamentary procedures are followed;
  • ensure that, during Executive Committee and Board meetings, all present are reminded of the Conflict of Interest policy of the Foundation and that proper procedures are taken for any such conflict;
  • as requested, assist the other Officers in carrying out their responsibilities as set forth hereunder; and
  • perform such other duties as may be delegated to the secretary by the President, the Executive Director, or the Board.
  1. Revolving Fund Liaison
  • The Revolving Fund Liaison shall serve as a Member of the Revolving Fund Committee, and shall:
  • attend and participate in, on behalf of the Board, all meetings of the Revolving Fund Committee; and
  • regularly report to the Board on the business of the Revolving Committee, including any proposals for use of moneys controlled by the Revolving Fund Committee.
  1. Duties Common to All Trustees
  • All Trustees shall:
  • perform the duties prescribed in the parliamentary authority in addition to those outlined in these bylaws and those assigned by the President and/or the Board from time to time;
  • deliver to the Board all official material not later than ten (10) days following the election of their successor;
  • provide to the Secretary and update as necessary all contact information to facilitate coordination of meetings and business conducted outside of regular or special meetings;
  • Participate in fundraising and development efforts of the Foundation, including identifying potential donors and following-up with donors and sponsors to further those relationships;
  • Unless currently serving a term as an Officer, serve on at least one (1) Standing Committee or Program Committee; and
  • agree to, in writing, and at all times adhere to the Conflict of Interest and Self-Dealing provisions of these Bylaws.

ARTICLE XII – EXCUTIVE DIRECTOR

  1. The Executive Director shall:
  • direct the day-to-day operations of the Foundation;
  • manage the staff, including any interns or volunteers in performing the day-to-day operations of the Foundation;
  • subject to the direction and oversight of the Officers, perform such duties and directed by the Officers or the Executive Committee, including serving as the Corporate Secretary of the Foundation;
  • perform other tasks at the direction of the Board.
  1. The Executive Director shall serve pursuant to a contract approved by a simple majority of the Board.
  1. At any time, and in no event less than three (3) months prior to the expiration of any contract with the Executive Director, the President shall submit for the Board’s consideration a review of the Executive Director’s performance for the term of the expiring contract, and shall recommend to the Board whether the current Executive Director’s contract be renewed, modified, or terminated. The Board shall, after considering the President’s recommendation, elect to continue, renew, modify, or terminate the Executive Director’s contract.
  1. In the event that the current Executive Director elects not to continue in his/her employment, or is terminated, the President shall nominate four (4) other Trustees to serve on a Search Committee. The Search Committee shall be led by the President, and will undertake to find a suitable candidate for the position of Executive Director. The Search Committee shall present such candidate to the Executive Committee.
  1. The Executive Committee shall negotiate the terms of a contract with the Executive Director candidate and, if terms acceptable to the Executive Committee are agreed upon, present such terms to the Board for approval. The Executive Committee shall present their recommendation to the Board and the Board shall approve, reject, or modify the terms presented by the Executive Committee; if, after discussion, a contract is approved by a simple majority of the Trustees, either as presented by the Executive Committee or after modification by the Trustees, such contract shall be presented to the Executive Director candidate for signature. In the event that the Board or the Executive Committee cannot gain approval of a contract by a simple majority, the Search Committee shall present an alternative candidate to the Executive Committee and the process described in this paragraph 5 shall start again.
  1. In the event that the Board votes to renew the Executive Director’s contract, the Executive Committee shall negotiate the contract with the Executive Director. Once the proposed contract has been approved by the Executive Committee and the Executive Director, the President shall present the same to the Board for approval. The Board may approve, reject, or modify the contract presented by the Executive Committee; any contract approved by a majority of the Trustees shall be presented to the Executive Director for signature.
  1. Notwithstanding the foregoing, at any time, any Trustee shall bring before the Board any concerns regarding the Executive Director and the Board shall vote on any recommendation made by the Trustee(s); in the event the Board elects to terminate the contract for the Executive Director, the President shall proceed as set forth in paragraph 4 of this Article X and a new Executive Director shall be chosen and approved by the Board as soon as practically possible.

ARTICLE XIII – DUTIES OF THE BOARD OF TRUSTEES

  1. The Board shall:
  • approve the transaction of necessary business in the intervals between meetings of the Board;
  • when necessary, approve the creation of special committees or sub-committees to carry out the business of the Foundation;
  • approve the plans of work of the standing committees, special committees, or sub-committees;
  • prepare and approve a budget for the year;
  • approve expenditures outside of the budget in excess of $500.00 on a case-by-case basis;
  • perform an annual review of the Foundation’s contract with the Executive Director and determine whether to renew or terminate such contracts; and
  • review and approve all new contracts to which the Foundation is a party.
  1. Notwithstanding the foregoing, the Board may delegate to the Executive Committee the responsibility and authority to transact the business of the Foundation as is deemed appropriate, expedient, or necessary to further the Purpose of the Foundation; however, the Board shall not delegate the responsibilities laid out in sub-paragraphs (d) or (f) of this Article XIII.

ARTICLE XIV – DUTIES OF THE COMMITTEE CHAIRS

  1. The Committee Chairs shall:
  • regularly report to the President-Elect and/or the Board on the Committee’s progress on its goals;
  • submit bills and receipts, within the confines of the budget or as approved by the Board, to the Treasurer or the Executive Director;
  • submit requests for funds in excess of the approved budget to the Board for approval;
  • transact necessary business, including meeting with their committee members in the intervals between meetings of the Foundation, and such other business as may be authorized by the Board.

ARTICLE XV – MEETINGS

  1. Regular meetings of the Board shall be held monthly during the year, generally on the fourth (4th) Monday of each month at 5:30pm, or otherwise at the time and place to be fixed by the President.
  1. Special meetings may be called by the President or by a majority of the Trustees, three (3) days notice having been given.
  1. The Annual Meeting of the Foundation shall be held in conjunction with the regular meeting of the Board in June.
  1. A simple majority of the Trustees shall constitute a quorum for the transaction of business in any meeting of the Board.
  1. In addition to the above, the Board may take action at any time by electronic or other means, provided that a majority of the then-serving Trustees approve such action, and such approval is certified by the Parliamentarian.
  1. The rules contained in the current edition of the latest edition of Robert’s Rules of Order shall govern the Board in all cases in which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Foundation may adopt.

ARTICLE XVI – CONFLICTS OF INTEREST, SELF-DEALING, and

NON-DISCRIMINATION

A Conflict of Interest is present whenever a Trustee or Committee Chair has a material interest in a transaction to which the Foundation may be a party, including, but not limited to transactions with the Foundation in which the Trustee, or an entity in which a Trustee has an interest, is a party. Almost all Conflicts can be resolved through a process of awareness, disclosure, review and appropriate action.

Each participant in any meeting of the Foundation has the responsibility to be aware of potential Conflicts and to disclose any potential Conflict of Interest and its nature (e.g., those arising from financial or family relationships, or professional or business affiliations).   This disclosure must be prior to or during any Foundation meeting at which the potential conflict may be or is discussed. Following a review of the potential conflict by the Foundation entity an appropriate action will be voted upon.

The presiding official of every meeting of any Foundation entity shall request that potential conflicts of interest be disclosed and he or she shall announce any previously disclosed potential conflicts. If a potential conflict is disclosed, the presiding official shall ask for input and a vote from the attending members of the Foundation entity, including the participant, as to appropriate action. Potential actions include but are not limited to: the participant recusing himself or herself from the meeting; recusing themselves from the discussion and vote; recusing themselves from the vote only; or participating in the discussion and voting.

The appropriate action will be determined by a simple majority vote of the relevant Foundation entity. The action will be recorded in the minutes of the meeting with appropriate confidentiality afforded to the potential conflict of interest and participant.

For any transaction involving the Foundation in which a Trustee, or an entity in which a Trustee has an interest, is a party, the interested Trustee must recuse him- or herself from participation in the vote to approve such a transaction, such recusal being recorded in the minutes, and the disinterested Trustees must approve the transaction and find: the transaction is in the best interests of the Foundation; the exchange is fair to the Foundation; and the Foundation could not have found a better deal with reasonable effort.

Such approval and findings must be made by the disinterested Trustees by majority vote, and the approval and findings recorded in the minutes of the meeting.

The Foundation does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, hiring and firing of staff, selection of volunteers and vendors, and provision of services. We are committed to providing an inclusive and welcoming environment for all members of our staff, clients, volunteers, subcontractors, vendors, and clients.

The Foundation is an equal opportunity employer. We will not discriminate and will take affirmative action measures to ensure against discrimination in employment, recruitment, advertisements for employment, compensation, termination, upgrading, promotions, and other conditions of employment against any employee or job applicant on the bases of race, color, gender, national origin, age, religion, creed, disability, veteran’s status, sexual orientation, gender identity or gender expression.

ARTICLE XVII – EX OFFICIO MEMBERS OF THE BOARD OF TRUSTEES

The Executive Director and any other person(s) may serve at the invitation of the Board, and by designation of their respective organizations or agencies, as ex officio non-voting members of the Board.

ARTICLE XVIII: DISSOLUTION

In the event of dissolution, all assets of the Foundation shall be distributed to one or more organizations that are exempt from taxation under section 501(c)(3) of the Internal Revenue Code or under any corresponding federal income tax law in effect at the time of such distribution.

ARTICLE XIX – AMENDMENTS

These Bylaws may be amended, repealed, or altered in whole or in part by a two-thirds majority of the Members at any regular or special meeting of the Board of the Foundation.

The Board of Trustees may propose amendments to these Bylaws from time to time and, in conjunction therewith, may appoint a special committee for this purpose.

ARTICLE XX – INDEMNIFICATION AND INSURANCE

The Foundation shall procure Officers and Directors liability insurance covering the employees, Trustees, Officers, and the Board, and shall fully indemnify, to the greatest extent allowable by law, the same from any and all liability arising from the activities of the Foundation or the Board.

ARTICLE XXI – PROCEDURES UPON APPROVAL

Upon approval of these Bylaws by the Members, the then-serving Officers, Revolving Fund Liaison, and Trustees shall be deemed nominated and elected as of such approval and shall serve from such approval until their term would otherwise expire.

Adopted by a two-thirds majority of the Members this ___ day of June, 2016.

 

 

                                                           

President

 

 

                                                           

Secretary