BY Laws of ELgin SChools Education Foundation

ARTICLE I

Purpose and Mission

Section 1. Purpose. The Elgin Schools Education Foundation (hereinafter referred to as the “Foundation”) is a broadly-based, non-profit community organization whose purpose is exclusively educational and charitable and is to secure and distribute contributions from individuals, corporations and foundations for the benefit of the Elgin Public Schools, Elgin, Oklahoma, the students attending same and graduates thereof who are continuing their education at institutions of higher learning or vocational technical schools.

Section 2. Mission. To inspire academic excellence by providing resources to enhance education in Elgin Public Schools.

ARTICLE II

Headquarters and Branches

The principal office and headquarters of the corporation shall be in Elgin, Oklahoma.

ARTICLE III

Members

The Foundation shall have no members.

ARTICLE IV

Meetings

Section 1. Annual Meetings. The Annual Meeting of the Board of Directors of the Foundation shall be held prior to fiscal year end at such date, time and place as determined by the Executive Committee.

Section 2. Regular Meetings. In addition to the Annual Meeting, regular meetings of the Board of Directors shall be held at least quarterly and shall be called by the President or any two (2) Directors.

Section 3. Notice of Meetings.  (1) Notice of Annual Meeting shall be given to the Board of Directors not more than thirty (30) days or less than ten (10) days before the meeting. (2) Notice of regular meetings shall be given to the Directors a minimum of forty-eight (48) hours prior to the meeting. The preferred method of communication is by E-mail; however, any method can meet this requirement. (3) The notice requirements contained in these Bylaws may be waived in writing by any Director. All waivers shall be made part of the minutes of the meeting. (4) Any Board action required or permitted to be taken by the Board may be taken without a meeting, if all at-large Directors shall consent to such action in writing. Such written consent shall be made a part of the official records of this Foundation. Such action by written consent shall have the same force and effect as the unanimous vote of the at-large Directors. E-mail shall be considered “written.”

ARTICLE VI

Elections of Board of Directors

Section 1. Election of Board of Directors.

A. Initial Election. For election of the Corporation’s first Board of Directors, the membership shall select a Nominating Committee of five (5) to be chaired by the Elgin Public Schools Superintendent. The Nominating Committee will nominate seven (7) qualified candidates willing to serve as the Board of Directors. At the time the Nominating Committee is selected, a date will be established for a meeting and a vote of the Board of Directors. The Nominating Committee will present the slate of Directors to the voting members for election.

B. Annual Election. At each annual meeting, the members shall elect a Nominating Committee of three (3) members to serve for the ensuing year. The Chairman of the Nominating Committee shall be the immediate past-President of the Board of Directors. At least thirty (30) days before the next annual meeting, the Nominating Committee shall nominate a number of candidates for membership on the Board of Directors, not less than the number to be elected at the ensuing annual meeting. The Committee shall notify the Secretary of the nominations and the Secretary shall, at least ten (10) days before but not more than sixty (60) days before the annual meeting, notify the members of the nominations through the official publication of the Corporation or by personal delivery, by mailing to the last known address of each voting member or by publication in the local newspaper in each of the two (2) weeks prior to the election. The voting members may also make nominations from the floor.

Section 2. Proxy Voting. At any meeting of the corporation, those members present, in person, shall have authority to transact business which may come before the meeting. Voting by proxy shall not be permitted.

ARTICLE VII

Directors

Section 1. Organization. The concerns, direction and management of the affairs of the Corporation shall be vested in the Board of not less than five (5), nor more than nine (9) directors. The Board may appoint someone to oversee the management of the corporation. The Superintendent and Assistant Superintendent of the Elgin Public Schools shall serve as non-voting advisors to the Board of Directors.

Section 2. Qualifications.  Only voting members are eligible for election or appointment as directors.

Section 3. Terms of Office. The initial Board of five (5) Directors shall serve a two-year term.

Section 4. Replacement of Directors. In case any Director shall by death, resignation, incapacity to act, or otherwise cease to be a Director during his or her term, a successor may be chosen by the Board to serve until the next annual meeting of the members. At such meeting, the voting Directors present shall elect a Director to fill the unexpired term. The Director filling this term shall be eligible to serve additional terms in addition to the unexpired term.

Section 5. Temporary Replacement of Directors. At any time when the number of Directors in the office shall be less than four (4), the Directors remaining in the office shall add to their number until there be not less than five (5) Directors in the office, but no act of this Corporation shall be void at any time merely because there be less than four (4) Directors in office.

Section 6. Annual Organizational Meeting of the Board of Directors. An annual organization meeting of the Board of Directors of the Corporation shall be held not more than thirty (30) days after each annual meeting of the members of the Corporation. Regular meetings of the Board of Directors shall be held at such times and places as shall be fixed by the Board, provided that the Board of Directors shall meet at least quarterly for the transaction of business.

Section 7. Special Meetings of the Board of Directors. Special meetings of the Board of Directors may be called by the President or by the Secretary when requested to do so in writing by any two (2) Directors.

Section 8. Notice of Special Meetings of the Board of Directors. For special meetings of Board of Directors called by the President, five (5) days notice shall be given, and for meetings called at the request of the Directors, ten (10) days notice shall be given. No notice shall be required for any meeting at which all of the Directors are present.

Section 9. Waiver of Notice of Special Meetings of the Board of Directors. Any meeting may be held without notice provided every Director shall waive, in writing, the notice otherwise required.

Section 10. Quorum of the Board of Directors. A majority of the members of the Board of Directors shall constitute a quorum.

Section 11. Attendance Requirements. If any member of the Board of Directors shall be absent without excuse for more than one-third (⅓) of the regular meetings in any one (1) year, he or she shall be deemed to have resigned from office and the vacancy, so caused, shall be filled as herein provided for the filling of vacancies in the membership of the Board of Directors.

Section 12. Majority Vote.  Except as otherwise prescribed in these By-Laws, decisions at any meeting of the Board of Directors, the Executive Committee, or other committees, if any, shall be a majority vote of those present and voting. Each director shall have one (1) vote.

Section 13. Email Voting. Directors may vote electronically by E-mail if that is deemed necessary by the President of the Board of Directors.

Section 14. Proxy Voting. Proxy voting is prohibited.

Section 15. Removal from the Board. Any member of the Board of Directors may, without cause, be removed from office at any meeting of the Board by a two-thirds (2/3) vote of the Directors.

Section 16. Salaries and Expenses. Directors, as such, and members of committees, shall be classified as volunteers and shall not receive any salaries or fees for their services but may be reimbursed for any expenses incurred in fulfilling their duties with prior approval of the Board of Directors.

ARTICLE VIII

Officers

Section 1. Officers. At each annual meeting of the Board of Directors, or at any meeting of the Board of Directors called for the purpose of election of officers once a year, the Board of Directors shall elect from its members a President, Vice President, a Secretary, and a Treasurer. It may choose such other officers and committees as the business of the corporation may require. All the officers shall hold office at the pleasure of the Board of Directors, but in no case beyond the time their respective successors shall be elected and shall qualify.

Section 2. Replacement of Officers. Whenever any vacancy shall occur in any office of the Corporation by death, resignation, or otherwise, the vacancy may be filled by the Board of Directors by appointing a replacement to fulfill the remaining term of that officer.

Section 3. The President. The President shall preside over all the meeting of the Corporation, the Board, and the Executive Committee; shall be (ex officio, with vote) a member of all committees of the Board; shall deliver to the annual meeting of the members of the corporation a comprehensive report of the program and policies followed by the Board in the preceding year. No Director shall serve as President for more than two (2) consecutive years. The President shall vote only to break a tie.

Section 4. The Vice President. The Vice President shall fill all functions of the President when the latter for any reason cannot serve. No Director shall serve as the Vice President for more than two (2) consecutive years.

Section 5. The Secretary. The Secretary shall cause minutes to be taken of all meetings of the members of the Corporation and of the Board, and preserved at the office of the Corporation; shall cause notices of annual, regular and special meetings to be sent to members and Directors, and to perform other duties assigned by the Board.

Section 6. The Treasurer. The Treasurer shall cause all monies and securities to be received and deposited in any bank designated by the Board. He or she shall disburse funds in accordance with a budget approved by the Board of Directors. The Treasurer shall submit to the Board and to the annual meeting of the Corporation, an annual report, audited by an independent accountant selected by the Board, of the income and expenditures of the corporation for the preceding year, and of the facilities and assets.

Section 7.  School Administration Liaison. The Superintendent and Assistant Superintendent of Elgin Public Schools shall serve as a non-voting board members to advise the board of directors.

Section 8. Teacher Liaison. The Superintendent of Elgin Public Schools may nominate a maximum of three (3) teachers to serve as non-voting board members.

Section 9.  Student Liaison. The Superintendent of Elgin Public Schools may nominate a student to serve as a non-voting board member.

ARTICLE IX

Independent Contractor

The Board of Directors shall have the authority and power to hire any employee or independent contractors to carry out the necessary work and purposes of the Corporation.

ARTICLE X

Miscellaneous

Section 1. Conduct of Meetings.  All meetings of the members of the Corporation, the Board of Directors, and Committees, shall be conducted pursuant to Roberts Rules of Orders as set forth in the last published revision thereof.

Section 2. Fiscal Year. The fiscal year of the Corporation shall commence July 1 of each year.

ARTICLE XI

Amendments

These Bylaws may be amended by the voting members at any annual meeting, or at a special meeting called for this purpose by the Board of Directors; provided, that a proposal to amend shall be submitted in writing to the Secretary at least fifteen (15) days prior to the meeting. The Secretary shall include the text of the proposed amendment in the notice of the meeting. The Articles of Incorporation may be likewise amended. Bylaws may be amended by the two-thirds (2/3) majority of members present at the annual or special meeting.

ARTICLE XII

Dissolution

Upon dissolution of the Corporation’s affairs, or upon the abandonment of the Corporation’s activities due to its impractical or inexpedient nature, the assets of the Corporation then remaining in the hands of the Corporation shall be distributed, transferred, conveyed, delivered and paid over to any other charitable organization (exempt within the meaning of Section 501c  (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, of this or any other State, having a similar or analogous character or purpose, in some way associated with or connected with the Corporation to which the property previously belonged.

ARTICLE XIII

Elgin Public Schools Foundation Scholarship Administration

EPSF will administer and award scholarships solely on the basis of merit and/or financial need and without regard to race, color, national origin, or ethnic origin.

Section 1. General. The Board of Directors (BOD) shall appoint members to a scholarship committee annually. The committee shall consist of no less than two (2) board members and three (3) members from the community. The committee shall make every effort to follow the donor intentions (named scholarships) as expressed in the memorandum of understanding. For scholarships which are established by the BOD, the committee shall make every attempt to follow the guidelines established by the BOD.

Section 2. Qualifications. To be eligible for a EPSF Scholarship, high school students (Freshman through Senior) must have graduated from Elgin Public High School or currently enrolled.

Section 3. Enrollment Requirements For Scholarship Recipients. An eligible student seeking an associate or baccalaureate degree must be enrolled in at least nine (9) hours of courses at the institution of higher education or a defined program of study at a technical program for a period of no less than one (1) semester. Six (6) hours are required for summer school.

ARTICLE XIV

Teacher Classroom Grant Funding Administration

The purpose of the Elgin Public School Foundation, Teacher Classroom Grant Funding Section is to set aside Foundation money for classroom projects that will promote student learning and educational gain at the classroom level. In order for a project to be considered, the teacher seeking funding must submit a written application, provided by the Grant Committee, stating specific goals and benefits as well as estimated, itemized expenditures, which will be needed in order to complete the project. Applications should be made by January 31 with consideration of applicants completed in February and grants awarded in March effective for the following school year. All deadlines should be specific on the application. The grant committee shall submit recommendations as a slate to the Board of Directors for approval. A follow-up report will be submitted to the Board of Directors within eight (8) weeks after scholarships are awarded by the teacher recipient. The grant recipient will arrange for community publicity and show documentation in their report.

The Grant Committee will consist of three (3) members of the foundation board. The President of the Board of Directors will appoint the Grant Committee from the board in December of each school year. A new committee will be selected each year.