CHAPTER I. DIRECTORS
Section 1: General Powers.
The affairs and management of the corporation shall be under the control of a Board of Directors, the members of which shall be appointed as provided for in the Articles of Incorporation and these Bylaws.
Section 2: Term of Office.
Except as otherwise provided, all directors shall be appointed to serve for terms of three (3) years.
Notwithstanding the above-specified terms of office, each director shall serve until their successor shall have been duly appointed and shall have taken office. Upon expiration of an appointment, any director may succeed themselves for an additional three (3) year term and such additional terms as the Board of Directors may allow.
Section 3: Vacancies and New Appointments.
Any vacancy occurring in the Board of Directors shall be filled by appointment of a successor by the Board of Directors in accordance with the Articles of Incorporation, and these Bylaws. A director appointed to fill a vacancy shall serve for the unexpired term of their predecessor.
Section 4: Removal.
If a director does not actively participate and misses three (3) consecutive meetings without just cause, the Board of Directors may remove that director.

CHAPTER II. OFFICERS
Section 1: Officers.
The officers of the corporation shall be a President, Vice-President, Secretary, and Treasurer.
Section 2: Election.
The officers shall be elected by the Board of Directors at its first meeting of each calendar year and shall serve for a term of one (1) year, or until their successors are elected and qualified. The officers shall be members of the Board of Directors. The Treasurer may be required to give such fidelity bond as the Board of Directors may determine.
Section 3: Powers.
The officers shall have the powers and duties usually incident to their respective offices and shall have such further powers and duties as the Board of Directors may from time to time by Resolution expressly provide. The duties of the officers are as follows:
a. The President shall preside over meetings and issue meeting notices as prescribed by these Bylaws.
b. The Vice-President shall preside over meetings and issue meeting notices as prescribed by these Bylaws in the absence of the President.
c. The Secretary shall keep minutes and records of all meetings and correspondence.
d. The Treasurer shall manage the Foundation assets, including the following:
i. Acceptance — within the scope of action authorized by the Board of Directors review the terms and nature of gifts, as necessary, to determine whether the gift is consistent with the Articles of Incorporation, mission, and objectives of the Foundation.
ii. Investments — within the scope of action authorized by the Board of Directors invest the Foundation’s funds and monies to increase the asset value of such holdings;
iii. Expenditures — Account for Foundation expenditures. At least two (2) officers shall be authorized to transact business of the Foundation.
Section 4: Vacancies.
The Board of Directors shall have the power to fill any vacancies in any office occurring for any reason whatsoever.
Section 5: Executive Committee.
The Executive Committee shall consist of the officers of this corporation. The Executive Committee shall have authority to transact routine business, not to include acceptance and disposition of assets, as may be referred to it between meetings of the Board of Directors. Any and all actions taken by the Executive Committee shall be reported to the Board of Directors at its next meeting for approval and ratification
Section 6: Other Officers, Agents and Non-Voting Members.
The Board of Directors from time to time may provide for the appointment of additional officers, agents, and employees and may set the terms of employment and compensation for such agents and employees. The Board of Directors shall have the power to appoint non-voting members to the Board of Directors and/or its committees.
Any officer, employee, agent, or non-voting member may be removed by the Board of Directors whenever, in the judgment of the Board of Directors, the best interests of the corporation will be served thereby.
CHAPTER III. MEETINGS
Section 1: Place of Meeting.
The meetings of the Board of Directors of this corporation will be held at the registered office of the corporation, unless a different place is selected pursuant to Resolution adopted by the Board of Directors.
Section 2: Notice of Annual Meeting of Board Members.
The Board of Directors shall meet at least quarterly. Written notice of the time, place, and purposes of meeting shall be communicated at least ten (10) days in advance to each director.
Section 3: Order of Business at Meetings.
The order of business at the meetings of the Board of Directors shall be as follows:
a. Roll call and declaration of quorum;
b. Reading notice and proof of notification;
c. Reading of Minutes of last preceding meeting;
d. Report of President;
e. Reports of Secretary and Treasurer;
f. Report of the Business Manager (if one exists);
g. Election of Officers;
h. Transaction of other business mentioned in the notice; and
i. Adjournment.
In the absence of any objection, the President may vary the order of business at their discretion.
Section 4: Special Meetings of the Board.
A meeting of the Board of Directors may be called at any time by the President, or by any five (5) directors. At least three (3) days prior to the date fixed for holding of a meeting of directors, written notice of the time, place, and purpose of such meeting shall be communicated, as hereinafter provided, to each director.
Section 5: Notices and Communication.
All notices shall be deemed to have been communicated to a director if the notice is deposited in the United States mail, postage prepaid and addressed to the director at the director’s last address appearing on the membership records of this corporation, or sent by email or other electronic service agreed upon by the director to the director’s last email address or other personal identifier appearing on the membership records of this corporation.
Section 6: Waiver of Notice.
Notice of the time, place, and purpose of any meeting of the members of the Board of Directors may be waived by unanimous consent of the Board of Directors either before or after such meeting has been held.
Section 7: Quorum.
A majority of the voting directors shall constitute a quorum for the conduct of business at each meeting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 8:  Conduct
Meetings of directors may be conducted through an electronic meeting service or other communication facilities provided all participants in the meeting can communicate simultaneously with each other during the meeting. A director who participates in a meeting by electronic means is considered to be present at the meeting, shall be counted for purposes of establishing a quorum, and may vote at the meeting. There shall be no limit on the number of directors who may participate in any one meeting by electronic means, no limit on the total number of meetings that may be conducted by electronic means, no limit on the number of meetings in which any one director may participate by electronic means, and no other limits or obligations imposed on a director by virtue of the director’s participation in a meeting through the use of electronic means.
Section 9:  Voting
Action by written consent may be conducted using electronic services including email provided all directors have access to the electronic service and have consented to its use. Directors shall be provided with sufficient information on the topic of the action to make an informed decision prior to or with the request to vote. Likewise, sufficient time should be given for directors to consider the action and to ask questions or otherwise gather further information as they may require to make an informed decision.
Use of an electronic service to take an action constitutes consent by a director for the use of such service unless said use is to object to the validity of it use. Consent may be revoked at any time through communication with the Secretary or in the absence of a secretary, the President. Revocation of consent does not affect actions taken using this method conducted prior to such revocation.
CHAPTER IV. EXECUTION OF INSTRUMENTS
Section 1: Checks, Etc.
All checks, drafts, and orders for payment of money shall be authorized in the name of the corporation and shall be authorized by the Treasurer or such other officers or agents as the Board of Directors may designate. For all amounts exceeding $1,000.00, prior authorization by the Board of Directors is required and shall be reported to the Board of Directors at their next regular meeting.
Section 2: Contracts, Conveyances, Etc.
When the execution of any contract, conveyance or other instrument has been authorized by the Board of Directors, the President, Secretary or Treasurer may execute the same in the name and on behalf of the corporation, and may affix the corporate seal, if any.
Section 3: Miscellaneous.
No officer shall execute, acknowledge, or verify any instrument in more than one capacity.
CHAPTER V. NONDISCRIMINATION
The Foundation shall not discriminate on the basis of race, ethnicity, color, gender, national origin, native language, religion, age, sexual orientation, gender identity or expression, genetic information, health status including disability or pregnancy, marital or family status, or any other characteristic protected by law.
CHAPTER VI. ANTIHARASSMENT
The Foundation prohibits harassment including sexual harassment and other acts of violence including bullying at meetings and other events which it conducts or sponsors and will take appropriate and immediate action in response to complaints or knowledge of violations of this policy.
CHAPTER VII. ACCEPTABLE ACTIVITIES
Section 1: Position on Alcohol, Tobacco, Nicotine, & Recreational Drugs
The Foundation will not participate in events which promote or appear to promote the use of alcohol, tobacco, nicotine, or recreational drug products and will not accept sponsorships or other donations from organizations that produce, sell, or promote the use of alcohol, tobacco, nicotine, or recreational drug products as a substantial part of their business.
Section 2: Position on Gaming Industry
The Foundation will not participate in events which promote or appear to promote gaming or other gambling activities and will not accept sponsorships or other donations from organizations that engage in or promote gaming or other gambling activities as a substantial part of their business. For the purposes of this section, gaming is defined as all businesses engaged in legalized gambling activities, including casinos.
Section 2: Position on Gaming Industry
The Foundation will not participate in events that support or oppose or appear to support or oppose any candidate for political office and will not accept sponsorships or other donations from political campaigns, political action committees, or similar organizations.
CHAPTER VIII. AMENDMENTS
The Board of Directors shall have the power to make, alter and amend these Bylaws at any meeting by a vote of a majority of the Board of Directors.
CHAPTER IX. APPROVAL
The Bylaws of The Cheyenne Schools Foundation have been approved by the Board of Directors this 9th day of November 2023.