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Foundation Bylaws 

 

 

BYLAWS OF THE STANWOOD CAMANO ROTARY FOUNDATION

ARTICLE I

The principal office of the Stanwood Camano Rotary Foundation (Foundation) shall be at Stanwood Camano School District 401 Administration Building, 26920 Pioneer Hwy, Stanwood, Snohomish County, Washington; provided, however, that the place of such present office may be changed at any time by action of the Board of Trustees.

ARTICLE II

Section 1.  All members in good standing of the Rotary Club of Stanwood Camano (Club) shall be members in good standing of the Foundation. Termination of membership in the Club shall likewise terminate membership in the Foundation. No member of the Foundation shall have any interest in its property of any kind as recited in Article IV of the Articles of Association and Incorporation of the Foundation.

Section 2.  There shall be an annual meeting of Foundation in June of each year.  Notice of annual, regular or special meetings shall be given as may from time to time be required by the Constitution of Bylaws of the Club If no such notice is required by such Constitution or bylaws, then none shall be required by this Foundation If any particular notice is required at any time by applicable statute under which this Foundation is organized, then such notice shall be applied irrespective of the proclamations herein.

ARTICLE III

Board of Trustees

Section 1.       Except as provided below in Section 3.b. of this ARTICLE III, the business affairs and property of the Foundation shall be managed by a Board of Trustees of eleven. Said Trustees shall be selected as follows:

a.     At the annual meeting of the Foundation, the membership shall elect Trustees (the terms are to be staggered) for a term of four years commencing July 1 following the election.

b.       The president of the club, the immediate past president and the treasurer of the Club shall be members of the Board of Trustees, with vote.

 

c.    All Trustees must be a member of the Club during their term as Trustee. If any Trustee becomes so disqualified or for any other reason is unable to continue to serve, the remaining Trustees shall elect a successor for the unexpired term.

 

Section 2.   The Board of Trustees shall:

a.     Shall determine from time to time the investment policy to be followed in the investment of the assets of the Foundation.

b.     Inform the Board of the Club annually, in May of each year, the amount of funds of the Foundation available for disbursement during the next year (July 1-June 30) for charitable purposes. 

1.     Receive the recommendations from the Club to the Foundation of how the funds shall be disbursed.

2.     Decide, after receiving the recommendations, how the funds shall be disbursed.

c.     Conduct an annual financial audit.

d.      Submit to the Club a written report by September 1 of each year for the previous year (July 1-June 30) setting forth:

1.                  The investment policy of the Foundation

2.                                     The income, expenses, and charitable disbursements of the Foundation.

3.         The assets and liabilities of the Foundation on June 30.

Section 3.  The annual meeting of the Board of Trustees of the Foundation shall be held each year following the annual meeting of the membership for the election of the officers and the transaction of such other business as may properly come before the meeting.

Section 4.   Regular meetings of the Board of Trustees which shall be held at least semi­annually.

Section 5.  Special meeting of the Board of Trustees may be held at any time upon determination of the Chair or two Trustees.

 

Section 6.   Notice of the time and place of all meetings of the Board of Trustees shall be given by the Secretary or by the persons calling the meeting by mail or by personal communication over the telephone or electronically or by email or otherwise, at least three (3) days prior to the day upon which the meeting is to be held.

Section 7.  A majority of the Board of Trustees shall be necessary to constitute a quorum for the transaction of business, and the acts of the majority of the Trustees present at a meeting at which a quorum is present shall be the acts of the Board of Trustees.

 

 

ARTICLE IV

Officers

Section 1.   The officers of the Foundation shall be a President, Vice President, Secretary, and Treasurer.  All officers shall be elected by the Board of Trustees.

Section 2.   The President shall preside at all meetings of the Board of Trustees and of the members when meetings thereof are held separate from the meetings of the Club. The President shall be the chief executive of the Foundation and shall carry out to the best of his/her ability the general policy formulated and authorized by the Board of Trustees. He/She shall perform such other duties as are incident to his/her office, or are required by him/her by said Board of Trustees.

Section 3.  The Vice-President shall act for and have all of the powers conferred upon the President during his/her absence or inability to act and shall perform such other duties as the Board of Trustees may from time to time require of him/her.

Section 4.  The Secretary shall maintain the official records of the Foundation and perform other duties at the direction of the Chair.  The Secretary may sign official documents as authorized by the Board.

Section 5.  The Treasurer shall be custodian of the funds of the Foundation and all moneys shall be delivered to the Treasurer for deposit or shall be deposited in the bank at such banking depository as shall be selected by the Board of Trustees. The Treasurer shall also have such other duties as may be specified by the Board of Trustees.

ARTICLE V Deeds and Checks

Section 1.    Deeds, mortgages, contracts and other instruments effecting real property or purporting to convey or encumber any interest therein may be signed by the President and the Secretary, when authorized by the Board of Trustees and when so signed shall be binding on the Foundation.

 

Section 2.   All funds received by this Foundation in the course of its business shall be deposited in a banking account of the Foundation and disbursed for the purposes and requirements of the Foundation only by checks.

Section 3.   Checks, drafts, promissory notes, bills of exchange, acceptances and other instruments for the payment of money shall be signed by two officers of the corporation, provided, the Board of Trustees shall have the right to designate additional Trustees of the Foundation whose signatures shall be honored in the same manner as that of one of the officers of the Foundation.

 

 

 

ARTICLE VI

Use of Funds

 

Section 1.       All gifts of whatsoever form received by the Foundation shall be for the following purposes:

a. To provide funds for the charitable work of the Club.

b. To provide scholarships for worthy Stanwood Camano area students.

 

ARTICLE VIII

Indemnification

Section 1.       Officers and Trustees. Each trustee or officer now or hereafter serving the Foundation and each person who, at the request of or on behalf of the Foundation is now serving or hereafter serves as a Trustee or officer of the Foundation, whether for profit or not for profit, and the respective heirs, executors and administrators of each of them, shall be indemnified by the corporation against all costs, expenses, judgments and liabilities, including attorney's fees, reasonably incurred by or imposed upon him or her in connection with or resulting from any action, suit or proceeding, civil or criminal, in which he or she is or may be made a party of reason of his or her being or having been such trustee or officer, or by reason of any action alleged to have been taken or omitted by him or her as such trustee or officer, or by reason of any action alleged to have been taken or omitted by him or her as such trustee or officer, whether or not he or she is a trustee or officer at the time of incurring such costs, expenses, judgments and liabilities, except in relation to matters as to which he or she shall be finally adjudged, without right of further appeal in such action, suit or proceeding, to have been liable for willful misconduct in performance of his or her duties as such trustee or officer. Such indemnification shall be made with respect to adjudications other than on the merits and shall extend to settlements and compromises, provided such settlement or compromise shall have been approved by the trustee. The foregoing right of indemnification shall not be exclusive of other rights to which such trustee or officer may be entitled as a matter of law or by contract.

Section 2.        Other Persons. The Board of trustees may, with the concurrence of the members, at any time approve indemnification of any person which the corporation has the power to indemnify under the Washington Non-Profit Corporation Act.

 

 

 

 

 

ARTICLE IX

Projects

The Foundation shall concern itself with serving the community and international charitable activities through support of the Club.

ARTICLE X

Salaries

No salaries or other compensation will be paid to officers or directors of the foundation.

ARTICLE XI

Seal

The seal of the Foundation shall consist of the name of the Foundation, namely: Stanwood Camano Rotary Foundation", the state wherein it is incorporated, and the year of its incorporation.

 

ARTICLE XII Amendment

Section 1.   The power to alter, amend or repeal the Bylaws or adopt Bylaws shall be vested in the membership at any regular or special meeting of the membership of the Foundationpursuantto advance notice of any proposed change or changes given to the membership at least two weeks in advance of said meeting and shall require a majority vote of the membership present.

Section 2.   The power to alter, amend or repeal Sections of the Articles of Incorporation shall be pursuant to a resolution adopted by the Board of Trustees setting forth the proposed action and directing that it be submitted to a vote at a meeting of the members. Advance notice of any proposed action shall be given to the membership at least two weeks in advance of said meeting and shall require at least two-thirds of the votes of members present at such meeting.

 

STANWOOD CAMANO ROTARY FOUNDATION

 

 

Amended this ___ day of ____________, 2012, at a meeting of the membership of the Stanwood Camano Rotary Foundation.

 

By: _______________________________________

       President

 

Attest: ____________________________________

       Secretary