ARTICLES OF RESTATEMENT OF THE CHEYENNE SCHOOLS FOUNDATION

Pursuant to the provisions of the Wyoming Nonprofit Corporation Act (the “Act”) the Board of Directors adopt the following Articles of Restatement of The Cheyenne Schools Foundation (“Articles”). The Articles constitute an amendment and restatement of the original Articles of Incorporation of The Cheyenne Schools Foundation (“Corporation”) filed with the Wyoming Secretary of State on June 2, 1995 as restated on April 14, 2014 and as amended on January 18, 2021 and November 9, 2022.

ARTICLE I. Name

The name of this corporation is “The Cheyenne Schools Foundation.” This corporation is a public benefit corporation.

ARTICLE II. Term

The period of its duration is perpetual.

ARTICLE III. Purposes of Corporation

This corporation is organized for the purpose of improving the quality of education within Laramie County School District 1. In carrying out its purpose, the corporation shall have those powers expressly provided by law; the power to do all things properly incidental to such purposes and in addition thereto shall have the following powers:
1. To accept gifts, bequests or devises of money, real or personal property of any and all kinds, and administer the same in accordance with the directions of the various donors and testators.
2. To accept gifts, bequests or devises of money, real or personal property and receive, hold, administer, pay out and distribute all manner of funds, money, and property to Laramie County School District 1, other governmental agencies, public organizations, and non-profits for such uses and purposes as may be deemed appropriate by the Board of Directors of this corporation consistent with donor restrictions, if any.
3. With respect to all money and property coming into the possession and control of the Corporation except when subject to the contrary direction of the donors, may invest such money and may sell any such property and may reinvest from time to time the proceeds therefrom. The Corporation is authorized to invest its funds and monies in any and all kinds of securities, including common and preferred stocks, bonds, debentures, mortgages, and also in real estate, minerals, and mineral properties of all kinds, and in any business, whether as part of a joint venture or other arrangement, whenever the object and view thereof is either to contribute to the welfare of Laramie County School District 1 or to increase the net asset value of the corporation’s holdings through the acquisition of additional funds, properties, monies, and things of value, and to do any and all things with respect to its money and property as any person could do. Further, the Corporation is authorized to pool the subject matter of various gifts, bequests and devises into one or more funds for the purposes of investment and management; and to employ the services of investment counselors, brokers, custodians, and others in carrying out the foregoing provisions.

ARTICLE IV. Tax Status of Corporation

Notwithstanding any other provision of these Articles, the Corporation shall not engage in any activities not permitted to be engaged in by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future tax code, and none of its earnings may inure to any private shareholder or individual.

In addition, the Corporation shall not attempt to influence federal, state or local government legislation and it shall not participate in any campaign activity for or against any political candidate.

ARTICLE V. Membership

The Corporation shall not have members.

ARTICLE VI. Board of Directors

The affairs of the Corporation shall be managed by a Board of Directors that shall consist of the following:

a) At least six (6) and not more than twelve (12) directors appointed from the community.
b) The Superintendent of Laramie County School District 1 or such other person the Superintendent may appoint.
c) An administrator of Laramie County School District 1 as appointed by the Superintendent.
d) A director appointed by the Cheyenne Teachers Education Association (CTEA).
e) A director appointed by the Laramie County School District 1 Board of Trustees
f) A director appointed by the Laramie County School District 1 Parent Advisory Committee (PAC).
g) The term of office of the Directors shall be as set out in the Bylaws of the Corporation.
h) All directors shall have a vote in conducting the business of the corporation.
i) All appointments shall be approved by the Board of Directors.

ARTICLE VII. Distribution of Assets on Dissolution

In the event that the Corporation shall be dissolved for any reason, then upon dissolution, any debts and obligations of the corporation shall be first paid, and thereupon the remaining net assets shall be distributed, transferred, delivered and paid over to the Board of Trustees for Laramie County School District 1. However, if the named recipient is not then in existence or no longer a qualified distributee or unwilling or unable to accept the distribution, then the assets of this organization shall be distributed to a fund, foundation or organization which is organized and operated exclusively for the purposes specified in section 501(c)(3) of the Internal Revenue Code.

ARTICLE VIII. Indemnity of Officers and Directors

Each person who is or was a director, officer or employee of the Corporation and the heirs, executors and administrators of such person shall be indemnified to the full extent of the law against liability, cost and expense incurred in said person’s capacity as director, officer or employee or arising out of their status as director, officer or employee.

ARTICLE IX. Approval

The Restatement of Articles of Incorporation of The Cheyenne Schools Foundation have been approved by the Board of Directors this 9th day of November 2022. .

James Yates, President

Jon Van Overbeke, Vice-President