AMENDED AND SUBSTITUTED BYLAWS OF
OUR FOUNDATION FOR THE FUTURE, INC.
ARTICLE I. OFFICE
The principal office of Our Foundation For The Future, Inc. (Foundation) in the State of Iowa will be located at 120 North Lucas, P.O. Box 2, Eagle Grove, Wright County, Iowa 50533.
ARTICLE II. MISSION OF THE FOUNDATION
Section 1. DEFINITIONS.
A. “Charitable purposes” are those purposes which are charitable purposes under Section 501 (c)(3) of the United States Internal Revenue Code, other relevant Internal Revenue Code sections, and applicable Iowa law.
B. “Qualified charitable organizations” are those organizations for charitable purposes and qualified as exempt from Federal income tax under Section 501 (c)(3) of the United States Internal Revenue Code and/or other relevant Internal Revenue Code sections, and applicable Iowa law.
Section 2. GIFTS TO THE FOUNDATION. The Foundation shall accept gifts, devises, and bequests of real and personal property that it will use for charitable purposes in the area encompassed by the Eagle Grove Community School District.
A. The Foundation should not accept any gift, devise, or bequest that the donor does not intend to be used for other than charitable purposes.
B. Donors should be discouraged from making gifts, devises, or bequests to the Foundation that contains specific directions or restrictions.
Q. Donors may make gifts, devises, or bequests to the Foundation that contain directions and restrictions as to use, timing, etc.; however, the restrictions should be phrased in the manner of requests rather than demands that the directions and restrictions be followed. If the board of directors determines that a requested direction or restriction cannot reasonably be complied with because to do so would be illegal, unreasonable, impractical, impossible, etc. it may order a variance from the direction or restriction that will accomplish the donor’s intent. If a donor clearly states that compliance with his or her directions and restrictions is a condition of the gift, devise, or bequest and such directions and restrictions appear to be illegal, unreasonable, impractical, impossible, etc. then the Foundation shall not accept the gift, devise, or bequest unless a court of competent jurisdiction rules that the directions and restrictions need not be followed.
D. Donors’ requests for anonymity shall be honored.
E. The Foundation cannot act as a trustee.
Section 3. DISTRIBUTION OF FUNDS BY THE FOUNDATION. The Foundation shall from time to time distribute funds exclusively for charitable purposes in the area encompassed by the Eagle Grove Community School District. The Foundation shall attempt, where possible, to secure the assistance and cooperation of qualified charitable organizations local governments when distributing funds. Distributions of funds should be conditioned upon specific written directions and restrictions regarding the use, timing, etc. of the funds, in order to comply with the requirements of the United States Internal Revenue Code and relevant Iowa law. A specific resolution by the board of directors is required before any distribution of funds is made for charitable purposes.
Section 4. ADMINISTRATION OF UNDISTRIBUTED FUNDS. The Foundation may retain funds that are not currently being distributed and use those funds for future charitable purposes-. The Foundation may pay for reasonable administrative expenses. It shall invest funds which have not been distributed. The prudent investor rule shall apply to all investments.
Section 5. FINANCIAL STATEMENTS AND AUDITS. A consolidated financial statement shall be prepared and distributed to the directors at least annually. The Foundation may also, from time to time, require that the Foundation’s accounts be audited for any reasonable purpose by a qualified person who is not affiliated with the Foundation or any member of its board of directors.
ARTICLE 111. MEMBERS
The members of the Foundation shall be the same persons that are the corporation’s directors.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The business of the Foundation shall be managed by the board of directors. The board of directors may authorize any director or agent to enter into any contract or sign and deliver any instrument for the corporation, and such authority may be general or confined to specific instances.
Section 3. REGULAR MEETINGS. The annual meeting of the board of directors shall be held on the first Tuesday in the month of February of each year. The board of directors may hold additional regular meetings. Meetings may be conducted by telephone conference calls.
Section 4. SPECIAL MEETINGS. Special meetings of the board of directors may be called by any officer.
Section 5. NOTICE. Notice of regular meetings of the board of directors shall be given at least 24 hours in advance verbally or by telephone, E-mail, telephone facsimile, or written notice delivered personally or mailed to each director. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed, with postage prepaid. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 6. QUORUM. One-third of the actual number of directors shall constitute a quorum for the transaction of business at any meeting of the board of directors.
Section 7. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.
Section 8. VACANCIES. Unexcused failure to attend three consecutive meetings shall operate as a resignation. Vacancies by death, resignation, etc. shall be filled for the unexpired terms by the board of directors.
Section 9. INFORMAL ACTION BY DIRECTORS. Any action that may be taken at a meeting of the directors may be taken without a meeting if a consent in writing is signed by all the directors.
Section 10. DIRECTOR INTEREST IN TRANSACTIONS. Directors may participate in transactions on behalf of the Foundation when they have a financial interest adverse to the Foundation; however, the director shall declare his or her adverse interest to the board of directors prior to the transaction.
ARTICLE V. OFFICERS
Section 1. NUMBER. The officers of the Foundation are a chairperson, one or more vice-chairpersons, a secretary, and a treasurer, each of whom shall be elected by the board of directors. Other officers, assistant officers, and acting officers may be appointed by the board of directors. Any two or more offices may be held by the same person.
Section 2. SELECTION, NUMBER, TENURE, AND QUALIFICATIONS.
A. Each director shall be a citizen of the United States of America. Directors shall be recruited or designated for their knowledge of the educational, cultural, civic, public, or other charitable needs of Eagle Grove, Iowa and the area encompassed by the Eagle Grove Community School District. Directors shall serve without compensation, except for reasonable expenses incurred in the corporation’s service.
B. The number of directors of the Foundation shall be a maximum of fifteen (15) and a minimum of ten (10). The board shall determine, from time to time by resolution, the exact number of directors that will constitute the board of directors. Directors shall he selected as follows:
(1) One director shall be a representative of the mayor of the City of Eagle Grove, Iowa.
(2) One director shall be a representative of the president of the Eagle Grove Chamber of Commerce.
(3) One director shall be a representative of the Eagle Grove Community School District board of education.
(4) One director shall be a representative of the Security Savings Bank of Eagle Grove, Iowa.
(5) One director shall be a representative of the Eagle Grove branch of the Wells Fargo Bank Iowa, N.A.
(6) One director shall be a representative of the Eagle Grove branch of First State Bank.
(7) There shall be from four (4) to ten (9) directors at large. Three quarters of the at large directors shall be residents of the city of Eagle Grove, Iowa. One quarter of the at large directors shall reside outside the limits of the city of Eagle Grove, but within the Eagle Grove Community School District.
C. The term of office of at large directors shall be three years each. Terms shall be staggered. They shall serve for no more than two, complete consecutive terms. However, the board of directors may waive this requirement in individual cases for good cause. The term of office of non-elected directors shall be one year each. The non-elected directors shall be designated by their organizations prior to each year’s annual meeting. Each director shall serve until his or her successor is designated or elected and agrees to serve.
Section 2. ELECTION AND TERM OF OFFICE. The officers of the Foundation shall be elected annually by the board of directors at the annual meeting. Each officer shall hold office until his or her successor has been elected.
Section 3. VACANCIES. A vacancy in any office because of death, resignation, etc. shall be filled for the unexpired terms by the board of directors.
Section 4. CHAIRPERSON. The chairperson shall be the principal executive officer of the Foundation and, subject to the control of the board of directors, shall supervise all of the business of the Foundation. The chairperson, when present, shall preside at all meetings of the board of directors. The chairperson shall perform all duties incidental to the office of chairperson and other duties prescribed by the board of directors.
Section‘5. VICE-CHAIRPERSON. In the absence of the chairperson or in the event of his or her death, inability, or refusal to act, the first vice-chairperson shall perform the duties of the chairperson. When so acting, a vice-chairperson shall have all the powers of and be subject to, all the restrictions upon the chairperson. A vice-chairperson shall perform duties assigned to him or her by the chairperson and by the board of directors.
Section 6. THE SECRETARY. The secretary shall: (a) keep the minutes of the board of directors' meetings; (b) give all notices; (c) be custodian of the Foundation’s records; (d) keep a register of the post office address of each director; (e) have charge of the minute book of the Foundation; (f) authenticate records of the Foundation; and (g) perform all duties incident to the office of secretary and duties that may be assigned by the president and the board of directors.
Section 7. THE TREASURER. The board of directors may require the treasurer to give a bond. The treasurer shall: (a) have custody of and be responsible for all funds and securities of the Foundation and (b) perform all of the duties incident to the office of the treasurer and duties assigned by the president and the board of directors.
Section 8. ASSISTANTS AND ACTING OFFICERS. The board of directors may appoint any director to act as assistant to any officer, or to perform the duties of any officer. Assistant or acting officers shall have the power to perform all the duties of the office to which appointed, except as restricted by the board of directors.
ARTICLE VI. WRITTEN INSTRUMENT, LOANS, AND DEPOSITS
Section 1. WRITTEN INSTRUMENTS. All deeds and mortgages made by the Foundation and all other written agreements to which the corporation is a party shall be executed in its name by officers, as directed by resolutions of the board of directors.
Section 2. LOANS. No loans shall be contracted on behalf of the Foundation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.
Section 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation, shall be signed in such manner as shall be determined by resolution of the board of directors.
Section 4. DEPOSITS. All funds of the Foundation not otherwise employed shall be deposited to the credit of the Foundation in the banks, trust companies, or other depositories selected by the board of directors.
ARTICLE VII. FISCAL YEAR
The fiscal year of the Foundation shall begin on the first day of January and end on the last day of December of each year.
ARTICLE VIII. SEAL
There shall not be a corporate seal.
ARTICLE IX. VOTING OF SHARES OWNED BY THE FOUNDATION
Any shares of stock issued by any other corporation and owned or controlled by the Foundation may be voted at any shareholders’ meeting by an officer, as directed by the board of directors.
ARTICLE X. WAIVER OF NOTICE
Whenever any notice is required to be given to any director, a written waiver shall be sufficient notice.
ARTICLE XI. AMENDED AND SUBSTITUTED BYLAWS
These amended and substituted Bylaws were approved and adopted by a majority vote of the board of directors in Eagle Grove, Iowa on March 19, 2002.
ARTICLE XII. FUTURE AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority vote of the board of directors at any regular or special meeting.
DATED:
, 2002.
Secretary
The principal office of Our Foundation For The Future, Inc. (Foundation) in the State of Iowa will be located at 120 North Lucas, P.O. Box 2, Eagle Grove, Wright County, Iowa 50533.
ARTICLE II. MISSION OF THE FOUNDATION
Section 1. DEFINITIONS.
A. “Charitable purposes” are those purposes which are charitable purposes under Section 501 (c)(3) of the United States Internal Revenue Code, other relevant Internal Revenue Code sections, and applicable Iowa law.
B. “Qualified charitable organizations” are those organizations for charitable purposes and qualified as exempt from Federal income tax under Section 501 (c)(3) of the United States Internal Revenue Code and/or other relevant Internal Revenue Code sections, and applicable Iowa law.
Section 2. GIFTS TO THE FOUNDATION. The Foundation shall accept gifts, devises, and bequests of real and personal property that it will use for charitable purposes in the area encompassed by the Eagle Grove Community School District.
A. The Foundation should not accept any gift, devise, or bequest that the donor does not intend to be used for other than charitable purposes.
B. Donors should be discouraged from making gifts, devises, or bequests to the Foundation that contains specific directions or restrictions.
Q. Donors may make gifts, devises, or bequests to the Foundation that contain directions and restrictions as to use, timing, etc.; however, the restrictions should be phrased in the manner of requests rather than demands that the directions and restrictions be followed. If the board of directors determines that a requested direction or restriction cannot reasonably be complied with because to do so would be illegal, unreasonable, impractical, impossible, etc. it may order a variance from the direction or restriction that will accomplish the donor’s intent. If a donor clearly states that compliance with his or her directions and restrictions is a condition of the gift, devise, or bequest and such directions and restrictions appear to be illegal, unreasonable, impractical, impossible, etc. then the Foundation shall not accept the gift, devise, or bequest unless a court of competent jurisdiction rules that the directions and restrictions need not be followed.
D. Donors’ requests for anonymity shall be honored.
E. The Foundation cannot act as a trustee.
Section 3. DISTRIBUTION OF FUNDS BY THE FOUNDATION. The Foundation shall from time to time distribute funds exclusively for charitable purposes in the area encompassed by the Eagle Grove Community School District. The Foundation shall attempt, where possible, to secure the assistance and cooperation of qualified charitable organizations local governments when distributing funds. Distributions of funds should be conditioned upon specific written directions and restrictions regarding the use, timing, etc. of the funds, in order to comply with the requirements of the United States Internal Revenue Code and relevant Iowa law. A specific resolution by the board of directors is required before any distribution of funds is made for charitable purposes.
Section 4. ADMINISTRATION OF UNDISTRIBUTED FUNDS. The Foundation may retain funds that are not currently being distributed and use those funds for future charitable purposes-. The Foundation may pay for reasonable administrative expenses. It shall invest funds which have not been distributed. The prudent investor rule shall apply to all investments.
Section 5. FINANCIAL STATEMENTS AND AUDITS. A consolidated financial statement shall be prepared and distributed to the directors at least annually. The Foundation may also, from time to time, require that the Foundation’s accounts be audited for any reasonable purpose by a qualified person who is not affiliated with the Foundation or any member of its board of directors.
ARTICLE 111. MEMBERS
The members of the Foundation shall be the same persons that are the corporation’s directors.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The business of the Foundation shall be managed by the board of directors. The board of directors may authorize any director or agent to enter into any contract or sign and deliver any instrument for the corporation, and such authority may be general or confined to specific instances.
Section 3. REGULAR MEETINGS. The annual meeting of the board of directors shall be held on the first Tuesday in the month of February of each year. The board of directors may hold additional regular meetings. Meetings may be conducted by telephone conference calls.
Section 4. SPECIAL MEETINGS. Special meetings of the board of directors may be called by any officer.
Section 5. NOTICE. Notice of regular meetings of the board of directors shall be given at least 24 hours in advance verbally or by telephone, E-mail, telephone facsimile, or written notice delivered personally or mailed to each director. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed, with postage prepaid. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 6. QUORUM. One-third of the actual number of directors shall constitute a quorum for the transaction of business at any meeting of the board of directors.
Section 7. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.
Section 8. VACANCIES. Unexcused failure to attend three consecutive meetings shall operate as a resignation. Vacancies by death, resignation, etc. shall be filled for the unexpired terms by the board of directors.
Section 9. INFORMAL ACTION BY DIRECTORS. Any action that may be taken at a meeting of the directors may be taken without a meeting if a consent in writing is signed by all the directors.
Section 10. DIRECTOR INTEREST IN TRANSACTIONS. Directors may participate in transactions on behalf of the Foundation when they have a financial interest adverse to the Foundation; however, the director shall declare his or her adverse interest to the board of directors prior to the transaction.
ARTICLE V. OFFICERS
Section 1. NUMBER. The officers of the Foundation are a chairperson, one or more vice-chairpersons, a secretary, and a treasurer, each of whom shall be elected by the board of directors. Other officers, assistant officers, and acting officers may be appointed by the board of directors. Any two or more offices may be held by the same person.
Section 2. SELECTION, NUMBER, TENURE, AND QUALIFICATIONS.
A. Each director shall be a citizen of the United States of America. Directors shall be recruited or designated for their knowledge of the educational, cultural, civic, public, or other charitable needs of Eagle Grove, Iowa and the area encompassed by the Eagle Grove Community School District. Directors shall serve without compensation, except for reasonable expenses incurred in the corporation’s service.
B. The number of directors of the Foundation shall be a maximum of fifteen (15) and a minimum of ten (10). The board shall determine, from time to time by resolution, the exact number of directors that will constitute the board of directors. Directors shall he selected as follows:
(1) One director shall be a representative of the mayor of the City of Eagle Grove, Iowa.
(2) One director shall be a representative of the president of the Eagle Grove Chamber of Commerce.
(3) One director shall be a representative of the Eagle Grove Community School District board of education.
(4) One director shall be a representative of the Security Savings Bank of Eagle Grove, Iowa.
(5) One director shall be a representative of the Eagle Grove branch of the Wells Fargo Bank Iowa, N.A.
(6) One director shall be a representative of the Eagle Grove branch of First State Bank.
(7) There shall be from four (4) to ten (9) directors at large. Three quarters of the at large directors shall be residents of the city of Eagle Grove, Iowa. One quarter of the at large directors shall reside outside the limits of the city of Eagle Grove, but within the Eagle Grove Community School District.
C. The term of office of at large directors shall be three years each. Terms shall be staggered. They shall serve for no more than two, complete consecutive terms. However, the board of directors may waive this requirement in individual cases for good cause. The term of office of non-elected directors shall be one year each. The non-elected directors shall be designated by their organizations prior to each year’s annual meeting. Each director shall serve until his or her successor is designated or elected and agrees to serve.
Section 2. ELECTION AND TERM OF OFFICE. The officers of the Foundation shall be elected annually by the board of directors at the annual meeting. Each officer shall hold office until his or her successor has been elected.
Section 3. VACANCIES. A vacancy in any office because of death, resignation, etc. shall be filled for the unexpired terms by the board of directors.
Section 4. CHAIRPERSON. The chairperson shall be the principal executive officer of the Foundation and, subject to the control of the board of directors, shall supervise all of the business of the Foundation. The chairperson, when present, shall preside at all meetings of the board of directors. The chairperson shall perform all duties incidental to the office of chairperson and other duties prescribed by the board of directors.
Section‘5. VICE-CHAIRPERSON. In the absence of the chairperson or in the event of his or her death, inability, or refusal to act, the first vice-chairperson shall perform the duties of the chairperson. When so acting, a vice-chairperson shall have all the powers of and be subject to, all the restrictions upon the chairperson. A vice-chairperson shall perform duties assigned to him or her by the chairperson and by the board of directors.
Section 6. THE SECRETARY. The secretary shall: (a) keep the minutes of the board of directors' meetings; (b) give all notices; (c) be custodian of the Foundation’s records; (d) keep a register of the post office address of each director; (e) have charge of the minute book of the Foundation; (f) authenticate records of the Foundation; and (g) perform all duties incident to the office of secretary and duties that may be assigned by the president and the board of directors.
Section 7. THE TREASURER. The board of directors may require the treasurer to give a bond. The treasurer shall: (a) have custody of and be responsible for all funds and securities of the Foundation and (b) perform all of the duties incident to the office of the treasurer and duties assigned by the president and the board of directors.
Section 8. ASSISTANTS AND ACTING OFFICERS. The board of directors may appoint any director to act as assistant to any officer, or to perform the duties of any officer. Assistant or acting officers shall have the power to perform all the duties of the office to which appointed, except as restricted by the board of directors.
ARTICLE VI. WRITTEN INSTRUMENT, LOANS, AND DEPOSITS
Section 1. WRITTEN INSTRUMENTS. All deeds and mortgages made by the Foundation and all other written agreements to which the corporation is a party shall be executed in its name by officers, as directed by resolutions of the board of directors.
Section 2. LOANS. No loans shall be contracted on behalf of the Foundation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.
Section 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation, shall be signed in such manner as shall be determined by resolution of the board of directors.
Section 4. DEPOSITS. All funds of the Foundation not otherwise employed shall be deposited to the credit of the Foundation in the banks, trust companies, or other depositories selected by the board of directors.
ARTICLE VII. FISCAL YEAR
The fiscal year of the Foundation shall begin on the first day of January and end on the last day of December of each year.
ARTICLE VIII. SEAL
There shall not be a corporate seal.
ARTICLE IX. VOTING OF SHARES OWNED BY THE FOUNDATION
Any shares of stock issued by any other corporation and owned or controlled by the Foundation may be voted at any shareholders’ meeting by an officer, as directed by the board of directors.
ARTICLE X. WAIVER OF NOTICE
Whenever any notice is required to be given to any director, a written waiver shall be sufficient notice.
ARTICLE XI. AMENDED AND SUBSTITUTED BYLAWS
These amended and substituted Bylaws were approved and adopted by a majority vote of the board of directors in Eagle Grove, Iowa on March 19, 2002.
ARTICLE XII. FUTURE AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority vote of the board of directors at any regular or special meeting.
DATED:
, 2002.
Secretary