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.

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 No. 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 the Laramie County School District No. 1 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 the Laramie County School District No. 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 and all appointments shall be approved by the Board:

a) Up to seven (7) directors may be appointed from the community. The Board may also add up to six (6) additional directors if deemed necessary and appropriate, totaling thirteen (13) members from the public. These directors shall all have votes in conducting the business of the Board.
b) The Superintendent of the Laramie County School District No. 1 or such other person the  Superintendent may designate.
c) A Principal of the Laramie County School District No. 1 as approved by the Superintendent. The Principal shall have a vote in conducting the business of the Board.
d) A member designated by the Cheyenne Teachers Education Association (CTEA).
e) A member of the Laramie County School District No. 1 Board of Trustees invited by the
f) The term of office of the Directors shall be as set out in the Bylaws of the Corporation.The term of office of the directors shall be set forth in the Bylaws of the Corporation.

 

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 the Laramie County School District No. 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 Articles of Restatement of The Cheyenne Schools Foundation have been approved by the Board of Directors this 14 th day of April, 2014.

Jan Stalcup, President

James Yates, Vice-President