PAYETTE EDUCATION FOUNDATION

ARTICLE I.
SECTION 1. NAME. This non-profit, charitable corporation shall be known as "PAYETTE PUBLIC SCHOOLS EDUCATION FOUNDATION, INC."

ARTICLE II.
SECTION 1. PURPOSE. The purpose of this non-profit charitable corporation is to secure and distribute contributions from individuals, corporations, foundations and any other source for the educational benefit of the students of Payette Public School District #371J.

Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal income tax under Section 501(c)(3) of the Internal revenue Code.

SECTION 2. MEMBERS. The corporation shall have one class of members, which consists solely of the duly qualified and acting Trustees of the Payette Public School District #371J. The qualifications and manner of election of members shall be the same as those of the Trustees of the Payette School District, and the said Trustees shall automatically, and solely by virtue of their office as Trustee, be members of this corporation. Each member shall be entitled to one vote on each matter submitted to a vote at a meeting of the members.

ARTICLE III.
BOARD OF DIRECTORS.

SECTION 1. COMPOSITION. Every effort shall be made to insure board community representation on the Board of Directors, Representation shall include, but not be limited to, members of the school community, including parents, and senior citizens as well as representatives of the business community of the School District.

SECTION 2. SIZE. There shall be five (5) directors.

SECTION 3. ELECTION AND TERMS. The members of the corporation shall appoint the initial directors of the corporation as soon as practical after the adoption of these By-Laws. Each director shall be appointed for a one-year term. Annually thereafter, successive directors shall be appointed for two year terms. The Directors shall serve at the pleasure of the corporation's members. Vacancies occurring on the Board shall be filled by the members. No director who has served for two full two-year terms shall be eligible for re-appointment until at least one year's absence from the Board. Any new director shall only be eligible to serve as a director if his or her name appears on a list submitted to the members by the current board. The list shall be voted upon by the board of directors (majority vote deciding) and submitted by the board to the members at the annual meeting or at any special meeting called for that purpose.

CHANGE MADE:The members of the corporation shall appoint the initial directors of the corporation as soon as practical after the adoption of these By-Laws. Each director shall be appointed for a one-year term. Annually thereafter, successive directors shall be appointed for two year terms. The Directors shall serve at the pleasure of the corporation's members. Vacancies occurring on the Board shall be filled by the members. Any new director shall only be eligible to serve as a director if his or her name appears on a list submitted to the members by the current board of directors. The list shall be voted upon by the board of directors (majority vote deciding) and submitted by the board to the members at the annual meeting or at any special meeting called for that purpose.

SECTION 4. MEETINGS. The members shall hold annual meetings on the second Monday in January to elect members of the Board, and to consider other business. The Board shall meet annually on the same date. Notice of meetings shall be given at least two weeks in advance of a meeting.

SECTION 5. SPECIAL MEETINGS. Special meetings of the members of the Board may be called at the discretion of the President, or by written request of any director with no less than twenty-four (24) hours notice.

SECTION 6. QUORUM. A majority of the number of members or directors present at any meeting shall constitute a quorum.

SECTION 7. DUTIES. The Board shall have power to transact all the business of the corporation

SECTION 8. WAIVER OF NOTICE. A waiver of any required notice in writing, signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IV.
SECTION 1. OFFICERS. The officers of the corporation shall be President, Vice-President, and a Secretary/Treasurer and shall be elected by and serve at the pleasure of the Board of Directors.

SECTION 2. ELECTION AND TERMS. The officers shall be elected for a term of one year at the annual meeting. If a vacancy occurs in one of the officers, it shall be filled by the Board of Directors at any regular or special meeting.

SECTION 3. PRESIDENT: POWERS AND DUTIES. The President shall preside at all meetings of the Board of Directors; appoint committee chairmen; carry out such other duties as usually pertain to the office of President; and serve as an ex-officio member of all committees.

SECTION 4; VICE-PRESIDENT: POWERS AND DUTIES. The Vice-President shall perform such duties as delegated by the Board of Directors or the President and shall preside at meetings in the absence of the President.

SECTION 5. SECRETARY/TREASURER: POWERS AND DUTIES. The Secretary/Treasurer shall keep minutes of the meetings of the Board of Directors and shall see that all notices are given in accordance with the provisions of these By-Laws, and shall have charge of the administration of, and accounting for, corporate funds and shall provide quarterly and annual reports upon the financial condition of the corporation.

CHANGE MADE: SECRETARY: POWERS AND DUTIES. The secretary shall keep minutes of the meetings of the Board of Directors and shall see that all notices are given in accordance with the provision of these By-Laws TREASURER: POWERS AND DUTIES. The Treasurer shall have charge of the administration of, and accounting for, corporate funds and shall provide quarterly and annual reports upon the financial condition of the corporation.

ARTICLE V.
SECTION 1. COMMITTEES. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, which, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors and the management of the corporation. Each such committee shall consist of two or more persons. The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of ay responsibility imposed by law. Any non-Director who becomes a member of any such committee shall have the same responsibility with respect to such committee as a Director who is a member thereof.

Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be designated and appointed by a resolution adopted by a majority of the Directors at a meeting at which a quorum is present. Membership on such committees may, but need not be, limited to Directors.

SECTION 2. EXECUTIVE COMMITTEE. An Executive Committee consisting of two Directors shall be designated by resolution adopted by a majority of Directors in office. The Executive Committee shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation as specified in the resolution.

SECTION 3. COMMITTEE MINUTES. The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.

ARTICLE VI.
CONTRIBUTIONS. The corporation's primary purpose shall be to raise money or other forms of contributions which may be allocated any contribution, and may accept either restricted or unrestricted contributions; however, any restricted contribution, once accepted, must be distributed in accordance with the restrictions. It is not the purpose of this corporation to replace general operating funds for the Payette School District, nor to supplant funding derived from regular funding sources, such as funds provided by Federal, State, or local governments. Therefore, contributions from the corporation are not intended to be considered a regular revenue source for the operation of the Payette School District.

ARTICLE VII.
BOOKS AND RECORDS. The corporation shall keep and maintain correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors. The books and records shall be kept at the corporation's registered office and shall be audited annually.

ARTICLE VII.
SECTION 1. STAFF. The Board of Directors may accept the services and assistance of Payette School District personnel for the purpose of carrying out the work of the organization.

ARTICLE IX.
SECTION 1. AMENDMENTS. Amendments to these By-Laws shall be proposed in writing and filed with the Secretary. The Secretary shall see that a copy of the proposed amendments is sent to all the directors two(2) weeks prior to the meeting at which they are to be considered. The directors may adopt amendments to these By-Laws by a three-fifths (3/5) vote of the directors present at any regular meeting of the corporation, or any special meeting called for that purpose.

ARTICLE X.
SECTION 1. DISSOLUTION. Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to the Payette Public School District #371J, or some other Foundation or corporation which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code, as provided in Article VII of the Foundation Articles of Incorporation.

back to the top of the page