The goals of the Foundation .. . . . is to encourage excellence in education by funding initiatives to benefit all the students of Dewar Public Schools.
DEWAR PUBLIC SCHOOL FOUNDATION
AMENDED RESTATEED BYLAWS
DEWAR PUBLIC SCHOOL FOUNDATION, INC.
The principal office of the Dewar Public School Foundation, Inc. (the “Corporation”) shall be located in Dewar, Oklahoma. The Corporation may have such other offices as the Board of Directors may determine from time to time.
Section 1. The purpose of the Corporation is to foster educational opportunities and to promote a higher quality of education for the students of Dewar Schools, Independent School District No. I-008, Okmulgee County, Oklahoma.
Section 1. Membership. The Corporation shall have no shareholders and no authority to issue capital stock. The members of the Corporation shall consist of the Directors thereof and the election or appointment of a person as a Director shall likewise be an admission to membership in the Corporation, and no person shall continue to be a member after ceasing to be a Director. The members of the Corporation shall have no voting rights with respect to their capacities as members. All voting rights with respect to the Corporation shall be vested in the Directors who shall constitute the governing body of the Corporation.
BOARD OF DIRECTORS
Section 1. General Powers and Duties. The affairs and business of Dewar Public School Foundation, Inc., shall be managed by its Board of Directors.
Section 2. Number and Qualifications. The minimum number of Directors shall be five and the maximum number of Directors shall be ten. The number of Directors may be increased or decreased from time to time by amendment to these bylaws. Each Director shall be required to an alumnus of Dewar Public Schools or a resident of Okmulgee County, State of Oklahoma.
Section 3. Appointment of Directors. Appointment of new Directors shall be made at the first meeting of each calendar year and appointed pursuant to a majority vote of the Directors whose term has not elapsed at the date of the Annual meeting.
Section 4. Term of Office. Each Director serves a term of one year and may be re-elected an unlimited number of times. A Director who succeeds a Director who resigns from the Board before serving his/her one-year term shall assume the same term limit as the resigning Director.
Section 5. Vacancies. Vacancies in the Board of Directors may be filled by a majority vote of the remaining Directors, and each Director so elected shall hold office until he is removed therefrom as provided in these Bylaws or until his successor is elected at an annual or special meeting of the Directors.
Section 6. Removal. Any individual Director may be removed from office, with or without cause, by vote of the majority of the Board of Directors. A Director who is absent from three consecutive meetings of the Board of Directors shall be automatically removed from the board.
Section 7. Place of Meeting. The regular meeting of the Board of Directors shall be in Dewar, Oklahoma, but meetings of the Board of Directors may be held at such time or at such other place as the majority of the Directors of the Board may from time to time decide.
Section 8. Call and Notice of Meeting. All meetings of the Board of Directors shall be called by the President; or if he be absent or unable or refuse to act, by the Vice-President, or if the Vice-President be absent or unable or refuse to act, by the Secretary; or by any three Directors. Notice of the time, place and purpose of the meeting shall be given to each of the Directors either by delivering the same
personally or telephonically or by sending the same by mail or other form of written communication, addressed to him at his address as it is shown upon the records of the Corporation.
Section 9. Waiver of Notice. Notice of the time, place and purpose of any meeting of Directors whether required by law or by the Articles of Incorporation or by these Bylaws may be waived in writing by any Director or by his attendance at such meeting unless attending for the purpose of protesting said meeting. Such waiver may be given before or after the meeting and shall be filed with the Secretary or entered upon the records of the meeting. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if a record or memorandum thereof be made in writing and signed by all of the members of the Board.
Section 10. Quorum. Four members of the Board of Directors shall be necessary to constitute a quorum for the transaction of business; but a majority of those present at any meeting shall have the power to adjourn the meeting to a future time
Section 11. Fees and Compensation. Directors shall not receive any salary for their services as Directors, but they may be reimbursed for any actual expenses incurred on official business authorized and approved by the Board. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving reasonable compensation for personal services actually rendered.
Section 1. Officers. The officers of the Corporation shall be a President, Vice-President, a Secretary and a Treasurer, and such other officers and assistant officers as the Board of Directors may deem necessary for the transaction of the business of the Corporation. Any officer may hold two offices, except that the President shall not also hold the office of Vice-President.
Section 2. Eligibility. All officers shall be Directors, but it is not necessary that assistant officers be Directors.
Section 3. Election. All officers shall be elected at the Annual meeting and shall hold office until removed therefrom as provided in these Bylaws or until their successors have been elected and have qualified.
Section 4. President. The President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the Corporation. He shall preside at all meetings of the Board of Directors and shall have the general powers and duties of management usually vested in the office of President of a
Corporation, being a nonprofit corporation, and such other powers and duties as may be prescribed by the Board of Directors.
Section 5. Vice-President. In the absence or disability of the President, the Vice-President shall perform all the duties of the President, and when so acting shall have the powers of and be subject to all the restrictions upon the President. The Vice-President shall have such other powers and perform such other duties as from time to time may be prescribed for either or both by the Board of Directors.
Section 6. Secretary. The Secretary shall issue notices of all Directors' meetings and shall attend and keep the minutes of the same; shall be custodian of the corporate books, records and papers; shall be custodian of the corporate seal; and shall have such other powers and shall perform such other duties as may be prescribed by the Board of Directors.
Section 7. Treasurer. The Treasurer shall have custody of all monies and securities of the Corporation; shall keep regular books of account and shall submit them, together with all his vouchers, receipts, records and other papers, to the Directors for their examination and approval as often as they may require; and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.
Section 1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of two or more Directors, which committees to the extent provided in such resolution shall have and exercise the authority of the Board of Directors in the management of the Corporation, but the designation of such committees and the delegation thereto of the authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed on it or him by law.
Section 2. Other Committees. Other Committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by an action adopted by a majority of the Directors present at a meeting. Except as otherwise provided in such action, members of such committee may be Directors or non-Directors, and the President of the Corporation shall appoint the members thereof. Any member of said committees may be removed by the person or persons authorized to appoint such member whenever in their judgement the best interests of the Corporation shall be served by such removal.
Conflicts of Interest
Section 1 Voting by Director or Committee Member. No director or committee member shall vote on any matter which would involve a conflict of interest.
Section 2 Definition of Conflict of Interest. A director or committee member shall be deemed to have a conflict of interest in any matter involving his partner, business associate, immediate family member, or a facility or association in which he has any monetary interest. Determination of other cases of conflicts of interest shall be made by the Board in accordance with Section 6.3 hereof.
Section 3 Announcing Conflicts of Interest. Whenever a director or committee member has cause to believe that a matter to be voted upon would involve himself in a conflict or possible conflict of interest, he shall announce the conflict of interest and shall abstain from voting on such matter. The question of whether an actual conflict exists shall be decided by a majority vote of the directors or the committee in which the member having the conflict of possible conflict of interest is serving. Any other directors or committee members present who have already been disqualified from voting on the issue because of their own similar conflicts of interest shall be excluded from voting on the determination of the existence of any such conflict of interest.
Section 4 Raising Conflicts of Interest. Any other person may raise a question of conflict of interest or possible conflict of interest with respect to any director or committee member present.
CONTRACTS, LEGAL DOCUMENTS, CHECKS
DEPOSITS, AND FUNDS
Section 1. Contracts and Legal Documents. The Board of Directors may authorize any officer or officers, agent or agents, of the Corporation in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or may be confined to the specific instances.
Section 2. Checks, Drafts, or Orders. All checks, drafts, or orders for the payment of monies, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4. Acceptance of Gifts. The Board of Directors is empowered to accept, for the benefit of the Corporation, any contribution, gift, bequest, or devise.
BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having and exercising any of the authority of the Board of Directors, and shall keep at the principal office a record giving the names and addresses of the Directors. All books and records of the Corporation may be inspected by any Director or his agent or attorney for any proper purpose at any reasonable time.
The fiscal year of the Corporation shall be from the lst day of July to the 30th day of June.
These Bylaws may be amended or repealed or new Bylaws may be adopted by the approval of more than fifty-percent of the Directors then serving.
Any part or portion herein in violation of the laws of the State of Oklahoma is hereby repealed and the invalidity of any portion or part hereof shall not make invalid any other part or portion.
The pronouns "he", "him" and "his" used in these Bylaws shall also refer to similar pronouns of the feminine gender.
The above and foregoing Bylaws of DEWAR PUBLIC SCHOOL FOUNDATION, INC. were duly adopted by the requisite vote of the Directors at a meeting convened on April 12, 2015.
DEWAR PUBLIC SCHOOL FOUNDATION, INC.
Jim Pulliam, President
Linda Sisemore, Secretary