THE HIGHLANDER FOUNDATION
ARTICLE I: PURPOSE
The mission of the Highlander Foundation is to support and elevate the students of the School District in their pursuits of post-secondary education, leadership activities and overall school spirit. In doing so, we believe that the foundation will promote productive citizenry not only in the Cambria Heights School District but wherever our graduates may work and live.
ARTICLE II: SCOPE
This organization is organized and operated exclusively for educational, charitable, religious and scientific purposes, including for such purposes, the making of distributions to organizations, under Section 501 (c) (3) of the Internal Revenue Code.
No part of the net earnings of the foundation shall inure to the benefit of, or be distributable to its members, trustees, directors, officers or other private persons, except that the business shall be authorized and empowered to pay reasonable compensation for services rendered in accordance with the customary fees or costs in the profession or industry in the area. No substantial part of the activities of the foundation shall be the carrying on of propaganda, or otherwise attempting to participate in, or intervene in any political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of these articles, the foundation 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 of 1986 or by an organization to which contributions are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986.
Upon dissolution of this foundation, assets shall be distributed for one or more purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, or distributed to the federal government, or to state or local government, for a public purpose.
ARTICLE 3: MEMBERS
The corporation shall have no members.
ARTICLE 4: THE BOARD OF TRUSTEES
Section 1: POWERS AND DUTIES: All corporate powers of the foundation shall be exercised by or under the authority of the Board of Trustees.
Section 2: NUMBER OF TRUSTEES: The number of Trustees shall not be less than twelve (12), or more than eighteen (18), of whom the majority shall represent business and community interest. Included as permanent Trustees shall be the Superintendent of Schools, the President of the Board of School Directors and two other school administrators.
Section 3: MANNER OF SELECTION AND TERM: Each Trustee successor is elected. At the end of the first year and thereafter, on-half of the non-permanent Trustees shall be elected each year at the Annual Meeting by a majority vote of the Trustees then in office. At the discretion of the Board, a non-permanent Trustee�s position may be considered vacant after absence from three (3) consecutive meetings. Nominations for the Trustee shall be submitted by the Membership Committee (or by individual Trustees). Current members may submit their names to the Executive Committee for re-election at the end of their term. The Executive Committee for consideration will present a slate of appropriate candidates, new and returning, by the full Board of Trustees.
Section 4: VACANCIES: Except as otherwise stated in these bylaws, any vacancy occurring among the members of the Board of Trustees shall be filled by a majority vote of the Trustees then in office. A Trustee elected to fill a vacancy shall be elected for the un-expired term of the predecessor.
Section 5: QUORUM: A majority of the Trustees shall constitute a quorum for the transaction of business at any meeting of the Board. Trustees may vote by proxy or by speakerphone in accordance with the rules and regulations of the Foundation.
Section 6: COMPENSATION: No Trustee shall receive, directly or indirectly, any compensation for his or her services as Trustee.ARTICLE 5: COMMITTEES
Section 1: COMMITTEES: Except as otherwise stated in these bylaws, the President shall appoint the members and designate the chair of standing and other committees. Committees shall serve at the pleasure of the Board under such rules and regulations as the Board may approve.
Section 2: EXECUTIVE COMMITTEE: There shall be an Executive Committee composed of the officers of the Foundation. The Executive Committee shall meet at the call of the President to conduct the affairs of the Foundation between meetings of the Board. All action taken by the Executive Committee shall be subject to ratification by the Board.
Section 3: NOMINATING COMMITTEE: There shall be a Nominating Committee of not less than three (3) members of the Board. The Nominating Committee shall present nominations for Trustees and officers to the Board.
Section 4: OTHER COMMITTEES: The Board may create additional committees as needed.ARTICLE 6: MEETINGS
Section 1: ANNUAL MEETING: The Annual Meeting of the Board of Trustees shall be held in the month of October at such date, time and place as the Board of Trustees shall determine. Officers shall be elected annually at that time.
Section 2: In addition to the Annual Meeting, regular meetings shall be held at least in January, March and May. At the discretion of the Executive Committee, additional meetings may be called.
Section 3: NOTICE OF MEETINGS:
A. Notice of the Annual Meeting shall be given to the Trustees no less than thirty (30) days before the meeting.
B. Notice of a Regular Meeting shall be given to all the Trustees a minimum of fourteen (14) days prior to the meeting.
C. Any Trustee may waive the notice requirements contained in these bylaws in writing. All waivers shall be made part of the minutes of the meeting.
D. Any Board action permitted to be taken by the Board may be taken without a meeting, if two-thirds of all members of the Board shall consent to such action in writing. Such written consent shall be made a part of the minutes of the proceedings. Such written consent shall have the same force and effect as the same vote of the Trustees at a duly convened meeting.ARTICLE 7: MISCELLANEOUS
Section 1: FISCAL YEAR: The fiscal year shall begin July 1 and shall end June 30.
Section 2: RULES: Robert�s Rules of Order (in its most recent edition at the date of its use) shall be the parliamentary authority for all matters of procedure not specifically covered by these by-laws or by other specific rules of procedure adopted by the Trustees of the Foundation.
Section 3: REPORT OF TRUSTEES: The President shall furnish a written report annually to all Trustees of the Foundation.
Section 4: AMENDMENTS: These by-laws may be amended by the affirmative vote of two-thirds of the Trustees then serving on the Board of Directors. No action shall be taken to amend any by-laws unless written notice of the proposed amendment(s) shall have been given at least ten (10) days prior to the meeting.