The Handley Foundation

Bylaws of Handley School Foundation
ARTICLE I – NAME, PURPOSE
Section 1: The name of the organization shall be Handley School Foundation.

Section 2: The Handley School Foundation is organized exclusively to enhance education programming for academically talented students in the mid-Michigan area.

ARTICLE II – MEMBERSHIP
Section 1: Membership shall consist only of the members of the Board of Directors.

ARTICLE III - ANNUAL MEETING
Section 1: Annual Meeting: The date of the regular annual meeting shall be set by the Board of Directors which shall also set the time and place. Meetings are open to all interested parties.

Section 2: Notice: Notice of each meeting shall be given to each voting member by mail not less than ten business days before the meeting. Public notice will be made by a method determined by the Board.

ARTICLE IV – BOARD OF DIRECTORS
Section 1: Board Role, Size, Compensation: The Board is responsible for overall policy and direction of the Foundation, including, but not limited to fund development. The Board will consist of one member representing each grade level K-5 and at least three at-large members. The Principal and one teacher will serve. The Board shall have up to fifteen and not fewer than eleven members. The Board receives no compensation.

Section 2: Meetings: The Board shall meet at least four times a year at an agreed upon time and place.

Section 3: Board Elections: Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the Board. Directors will be elected by a majority vote of the current directors.

Section 4: Terms: All Board members shall serve two year staggered terms and are eligible for re-election. No member shall serve more than two consecutive terms.

Section 5: Quorum: A quorum consists of at least fifty-one percent of the Board members. In the absence of a quorum, no business can be transacted or motions made or passed.

Section 6: Notice: An official Board meeting requires that each Board member have notice at least ten business days in advance.

Section 7: Executive Officers and Duties: There shall be four officers of the Board:
a. Chairperson
b. Vice Chairperson
c. Secretary
d. Treasurer

Their duties are as follows:
The Chairperson shall convene regularly scheduled Board meetings and shall preside or designate another member of the Executive Committee to preside.

The Vice-Chairperson will chair committees on special subjects as designated by the Board and serve as Chairperson in the absence of the Chairperson.

The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, assuring that corporate records are maintained, and compiling year end committee reports into an Annual Report.

The Treasurer shall file a report at each Board meeting and make financial information available to Board members and the public.

Section 8: Vacancies: When a vacancy on the Board exists, nominations for new members may be received by the nominating committee from present Board members at least ten days in advance of a Board meeting. These vacancies will be filled only to the end of the particular Board member’s term.

Section 9: Resignation, Termination, and Absences:
Resignation from the Board must be in writing and received by the Secretary. A Board member may be dismissed from the Board if she/he has three absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.

Section 10: Special Meetings: Special meetings of the Board shall be called at the request of the Chairperson or one-third of the Board membership. Reasonable notices shall be given. A quorum is required for action.

ARTICLE V – COMMITTEES
Section 1: The Board may create committees as needed, including, but not limited to fundraising and nominating. The Board Chairperson appoints all committee chairs.

Section 2: Executive Committee: The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.

Section 3: Fund Development Committee: The Fund Development Committee is responsible for developing and implementing annual fund-raising plans and projects to benefit the Foundation subject to prior Board approval.

Section 4: Nominating Committee: The Chairperson shall appoint the nominating committee. This committee is responsible for keeping records of term expirations, recommending candidates for Board vacancies, and presenting a slate of officers for election at the annual meeting.

Section 5: Annual Reports: All committee Chairpersons must submit a written year-end report to the Secretary of the Board by the last day of school of each year.

ARTICLE VI – AMENDMENTS
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

These Bylaws were approved at a meeting of the Board of Directors of Handley School Foundation on August 22, 2002.