Dakota Opportunities in Education By-Laws
DAKOTA OPPORTUNITIES IN EDUCATION FOUNDATION, INC.
BY-LAWS
Adopted at a regular meeting of the Board of Directors, May 19, 2015
ARTICLE I
PURPOSES
Dakota Opportunities in Education is a non-profit, Illinois Foundation. The purposes of the Foundation, as stated in Article 5 of its Articles of the Foundation are:
Educational (not including the operation of full secondary educational institutional or a vocational school), particularly:
- to provide funds for experiments to improve instruction,
- to provide funds for learning experiences for students beyond the regular academic program,
- to provide funds for scholarships for students furthering their education beyond high school, and
- to provide scholarships or grants for instructional staff for development of specific skills related to the improvement of instruction.
The Foundation is organized exclusively for educational and scientific purpose, including for such purposes, the making of distributions to organizations that qualify as an exempt organization under section 501 ( c ) (3) of the Internal Revenue Code 1954 (or the corresponding provision of any future United States Internal Revenue Law).
No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in further of the purposes set forth herein. No substantial part of the activities of the Foundation shall be either carrying on of propaganda, or otherwise attempting to influence legislation, and the Foundation shall not participate in, or intervene in (including any publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Not withstanding the other provisions of these articles, the Foundation shall not carry on any other activities not permitted to be carried on (a) by Foundation exempt from Federal Income Tax under section 501 ( c ) (3) in the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by Foundation, contributions which are deductible under Section 501 ( c ) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Upon the Dissolution of the Foundation, the Board of Trustees shall, after paying or making provision for the payment of all of the liabilities of the Foundation, dispose of all of the assets of the Foundation exclusively for the purposes of the Foundation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 ( c ) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Trustees shall determine any such assets not so disposed of shall be disposed of by a court of common jurisdiction of the county in which the principle office of the Foundation is located, exclusively for such purposes of to such organization or organizations, as said court shall determine which are organized exclusively for such purposes.
ARTICLE II
DEFINITIONS
As used in these by-laws:
- Board of Education shall mean the duly elected Board of Education for
- Superintendent shall mean the person from time to time employed by the Board of Education as the Chief Administrative Officer of District #201.
- Principal shall mean the person from time to time employed by the Board of Education as the Building Level Administrator of District #201.
- Teacher/Staff shall mean the persons from time to time employed by the Board of Education whose responsibilities include direct student instruction, supervision, and/or interaction.
- Board of Directors shall mean members responsible for conducting the business of the Foundation and shall be selected from the membership of the foundation and approved by the Board of Directors.
- Members of the Foundation shall mean persons having an interest in or commitment to Dakota CUSD#201 and indicating an interest in supporting the Foundation’s purposes. Foundation members may or may not be included on the Board of Directors as determined by a majority vote of the Board.
- Students shall mean the persons from time to time enrolled in District #201, who attend school and/or will graduate from the District.
ARTICLE III
MEMBERSHIP
The affairs of the Foundation shall be managed by its Board of Directors.
Section 1. Make-up and terms of duty for Board of Directors. Terms for board membership shall be for a minimum of two years. The Board of Directors shall be made up of:
- Principal
- Staff Members (2 – one from each school building)
- School Board Member (1) ex-officio
- Citizens/Members at large – (minimum of 5)
- Superintendent – ex-officio
Section 2. Selection of Members of the Foundation
Upon completion of the membership form, the membership committee shall present the prospective members to the board of directors for approval. Members of the Foundation shall be selected by vote of the Board of Directors. Membership shall come from those living in, working in, having an interest in, or commitment to Dakota District #201.
Section 3. Voting Rights
Each Director shall be entitled to one vote. Each Ex-officio Director shall be entitled to an advisory vote. For voting purposes for the Board of Directors, a quorum shall be a majority of those present with a minimum of five (5) required in attendance.
Section 4. Termination of Membership
The Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member for cause or attendance after an appropriate hearing, and may, by majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership.
Section 5. Resignation
Any Director may resign by filing a written resignation with a member of the Executive Committee. Any Foundation member may resign by providing notice to a member of the Membership Committee or any Director.
Section 6. Transfer of Membership
Membership in this Foundation is not transferable or assignable.
Section 7. Compensation
Board of Directors and members shall not receive any stated compensation for their services by resolution of the Board of Directors. Directors or members may be reimbursed for expenses incurred in performance above and beyond regularly expected attendance and services.
Section 8. Meetings
The Board of Directors shall establish its meeting schedule annually. One meeting shall be designated as an annual meeting including the Board of Directors and foundation members.
ARTICLE IV
OFFICERS
Section 1. Officers
The offices of President and Secretary shall be elected in even numbered years, and the offices of Vice President and Treasurer shall be elected in odd numbered years.
President
Vice President
Secretary
Treasurer
The Board of Directors shall elect or appoint officers prior to the end of the fiscal year ending Dec 31st. The Board of Directors shall elect or appoint such other officers as it shall deem desirable; such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors
Section 2. Term of Office
The officers of the Foundation shall serve a 2-year term. Vacancies may be filled, or new offices created and filled, at any meeting of the Board of Directors.
Section 3. Removal
Any officer appointed by the Board of Directors or chosen pursuant to these By-Laws may be removed by the Board of Directors whenever, in its judgment, the best interests of the Foundation would be served thereby, and just cause is present.
Section 4. President
The President shall be the principal executive officer of the Foundation and shall, in general, supervise and control all of the business and affairs of the Foundation. The President shall preside at all meetings of the members and of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Foundation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-laws or by statute to some other author or agent of the Foundation and, in general, shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 5. Vice President
In the absence of the President, or in the event of his inability or refusal to act, the Vice President shall perform all the powers of and be subject to all restrictions placed upon the President
Section 6: Secretary
The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provision of these By-Laws for as required by law by custodian of the corporate records. The Secretary shall preside over the meeting if both the President and the Vice President are absent.
Section 7: Treasurer
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties, in such sum and with such surety or sureties as the Board of Directors shall determine. Who shall have charge and custody of and be responsible for all funds and securities of the Foundation; receive and give receipts for monies due and payable to the Foundation from any source whatsoever, and deposit all such monies in the name of the Foundation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VIII of these By-Laws; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. The Treasurer may be compensated from time to time by resolution of the Board of Directors.
ARTICLE V
COMMITTEES
Section 1. Standing Committees
The Foundation shall have six (6) standing committees –
- Executive Committee – the Executive Committee shall consist of the officers and the Superintendent (ex-officio)
- Golf Committee
- Grants/Scholarship Committee
- Finance/Audit Committee
- Public Relations/Marketing Committee
- By-laws/Documentation Committee
- Membership Committee
Committees shall be comprised mostly of members and Directors of the foundation. Committee Chairman must be a member of the Board of Directors.
Committees may be added or abolished by a majority vote of those present at a regularly scheduled Board of Directors meeting. The Executive Committee may form ad Hoc committees.
ARTICLE VI
OPERATING PROCEDURES
Section 1: Gifts
The Executive Committee may accept, on behalf of the Foundation, any contributions, gifts, bequests, or devise for the general purposes, or for any special purpose, of the Foundation. We will endeavor to establish procedures to evaluate/accept/consider donations of any asset other than cash.
Section 2: Contracts
The Board of Directors may authorize any officer or officers, agent or agents, of the Foundation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of an on behalf of the Foundation, and such authority may be general or confined to specific instances.
Section 3: Checks, Drafts, etc.
The Treasurer or an authorized member of the Finance Committee shall sign all checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation. Checks over $1000 shall require two signatures. Foundation Officers or authorized members of the Executive Committee may be assigned signatory authority if the Treasurer or Finance Committee members are unavailable.
Section 4: Deposits
All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositories as the Board of Directors may select.
ARTICLE VII
BOOKS AND RECORDS
The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its member, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Foundation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Foundation shall begin on the first day of Jan and end on Dec 31st.
ARTICLE IX
DUES
No dues shall be paid by members of the Foundation.
ARTICLE X
CONTRIBUTIONS
Board of Directors and Foundation members are encouraged to make an annual contribution to the Foundation.
ARTICLE XI
REPORTING
Section 1: Annual Report
An Annual Report will be given to the Board of Education of Dakota CUSD #201 at the August or September meeting. The report shall be given by the President or a person determined by the Board of Directors and will include:
- Financial Statement
- A short summary of each committee’s work/accomplishments
- Any appropriate recommendations
Section 2: Meeting Report
The Secretary will after each meeting send meeting minutes to the Board of Directors and the Superintendent.
ARTICLE XII
AMENDMENTS TO BY-LAWS
These By-Laws may be altered, amended, or repealed, and new By-Laws may be adopted by a majority of the Directors present at any regular meeting or at any Special Meeting, provided, that at least two days’ written notice is given of intention to alter, amend, or repeal, or to adopt new By-Laws at such meeting.