(a Colorado non-profit, 501 (c) 3 tax-exempt corporation)
Article I - Name and Purpose
The name of this non-profit corporation is the Patrick Straut Foundation. The purpose of this foundation is to raise funds and oversee operations to provide scholarships to graduating high school seniors and resources for the educational and emotional needs of gifted children in Jefferson County, CO. The foundation is organized exclusively for charitable and educational purposes under section 501(c)(3)* of the Internal Revenue Code, or corresponding section of any future federal tax code.
Article II - Board of Directors
Section 1 - Board Role, Size, and Compensation
The Board is responsible for the overall policy and direction of the foundation. The Board shall have up to 11 members, but no fewer than 3 members. The Board of Directors shall be composed of one to seven Members-at-Large in addition to the four members of the Executive Committee. Directors receive no compensation other than reimbursement for reasonable expenses.
Section 2 - Director Terms
Directors of the Board shall serve two-year terms and are eligible for re-election. The Board of Directors shall make provisions for staggering terms of office, as needed. Terms of office shall begin on January 1 and end on December 31.
Section 3 - Board Meetings, Quorum, and Voting
The Board of Directors shall meet at least twice a year, the specific date, time and location of which will be designated by the President. An official board meeting requires that each director have notice and the agenda at least 3 days in advance by either print or electronic means. Special meetings may be called by the President or by one-third of the Board. Each director has one vote on board matters. The Board of Directors may establish procedures that allow for proxy voting.
Section 4 - Board Elections
New directors and current directors shall be elected or re-elected at the annual meeting.
Section 5 - Officers and Duties
The officers shall consist of President, Vice-President, Secretary, and Treasurer. The officers shall comprise the Executive Committee. Their duties are as follows:
The President shall convene board meetings and shall preside or make arrangements for other members of the Executive Committee to preside at each meeting in the following order: Vice-President, Secretary, Treasurer. The President shall also undertake other duties as assigned by the Board.
The Vice-President shall assist the President and undertake other duties as assigned by the Board.
The Secretary shall be responsible for overseeing the keeping of records of Board actions and assuring that corporate records are maintained in good and timely order.
The Treasurer shall be responsible for overseeing the keeping of financial records of the association and for making financial information available to the Board.
All Active Board members shall have these fundamental legal duties:
Duty of Care Each board member has a legal responsibility to participate actively in making decisions on behalf of the organization and to exercise his or her best judgment while doing so.
Duty of Loyalty Each board member must put the interests of the organization before their personal and professional interests when acting on behalf of the organization in a decision-making capacity. The organizations needs come first.
Duty of Obedience Board members bear the legal responsibility of ensuring that the organization complies with the applicable federal, state, and local laws and adhere to its mission.
Section 6 Basic responsibilities of Non-Profit Boards
Determine mission and purpose. It is the board's responsibility to create and review a statement of mission and purpose that articulates the organization's goals, means, and primary constituents served.
Affirm the chief executive. Boards must reach consensus on the chief executive's responsibilities and undertake a careful search to find the most qualified individual for the position.
Support and evaluate the chief executive. The board should ensure that the chief executive has the moral and professional support he or she needs to further the goals of the organization.
Ensure effective planning. Boards must actively participate in an overall planning process and assist in implementing and monitoring the plan's goals.
Monitor and strengthen programs and services. The board's responsibility is to determine which programs are consistent with the organization's mission and monitor their effectiveness.
Ensure adequate financial resources. One of the board's foremost responsibilities is to secure adequate resources for the organization to fulfill its mission.
Protect assets and provide proper financial oversight. The board must assist in developing the annual budget and ensuring that proper financial controls are in place.
Build a competent board. All boards have a responsibility to articulate prerequisites for candidates, orient new members, and periodically and comprehensively evaluate their own performance.
Ensure legal and ethical integrity. The board is ultimately responsible for adherence to legal standards and ethical norms.
Enhance the organization's public standing. The board should clearly articulate the organization's mission, accomplishments, and goals to the public and garner support from the community.
Section 7 - Resignation, Termination, Absences, and Vacancies
Resignation from the Board must be received by the President. When a mid-term vacancy on the Board exists, it may be filled for the remainder of that term by an appointee approved by the Board of Directors.
Section 8 - Liability & Indemnification
No director shall be liable for any debt, obligation, or liability for the foundation. Any officer or director shall be indemnified and held harmless to the full extent allowed by law.
Article VI Amendments & Dissolution
Section 1 - Amendments
These bylaws may be amended by two-thirds majority of the Board of Directors. Language of proposed amendments must be included with the notice of the meeting at which review of possible amendments will occur.
Section 2 - Dissolution
As stated in the Articles of Incorporation: Upon dissolution, any assets of the Patrick Straut Foundation shall be given to the Jefferson County Public Schools, Wheat Ridge High School Gifted and Talented Center. If the Center does not exist at the time of dissolution, assets will be given to Wheat Ridge High School with the requirement they be used exclusively to support gifted and talented students as determined by the current Principal of the school.
These bylaws were approved at a meeting of the board of directors by two-thirds
majority vote on __February 6, 2017__.