Bylaws of the Cheyenne Schools Foundation (as amended December 9, 2015)
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. The initial Board of Directors may elect terms of office of varying lengths in order to provide for a staggered succession of directors.
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 Board may allow.
Section 3: Vacancies and New Appointments.
Any vacancy occurring in the Board of Directors other than those specifically addressed in this section 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 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.
During the first meeting of each calendar year, the officers shall present a list of recommended committees to the Board for approval. Each director shall serve on at least one (1) committee for the year and all committee appointments shall be approved by the Board.
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
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 Foundation Board; review the terms and nature of gifts, as necessary, to determine whether the gift is consistent with the Articles, mission, and objectives of the Foundation.
ii. Investments — within the scope of action authorized by the Foundation Board, 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 as check signers to actually make the disbursements 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: Other Officers, Agents, Ex-Officio Directors and Executive Committee.
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 The Board of Directors shall have the power to appoint Ex-Officio non-voting members to the Board The Board of Directors may elect an Executive Committee of not less than four (4) or more than seven (7) directors. 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: Removal of Officers and Agents.
Any officer, employee, or agent 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. The registered office of the corporation is 2810 House Avenue, Cheyenne, Wyoming.
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 mailed or emailed 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 shall be as follows:
a. Roll call and declaration of quorum;
b. Reading notice and proof of mailing;
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 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 mailed or emailed, as hereinafter provided, to each director.
Section 5: Notices and Mailing.
All notices shall be deemed to have been given a Board member if the notice is deposited in the United States mail, postage prepaid and addressed to the addressee at his or her last address appearing on the membership records of this corporation, or by email.
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 either before or after such meeting has been held.
Section 7: Quorum.
A majority of the voting Board of 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.
CHAPTER IV. EXECUTION OF INSTRUMENTS
Section 1: Checks, Etc.
All checks, drafts and orders for payment of money shall be signed in the name of the corporation and shall be signed by the Treasurer or such other officers or agents as the Board may designate. For all amounts exceeding $1,000.00, signatures of two (2) officers as designated by the Board are required.
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.
Section 3: Miscellaneous.
No officer shall execute, acknowledge or verify any instrument in more than one capacity.
CHAPTER V. 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 VI. APPROVAL
The Bylaws of The Cheyenne Schools Foundation have been approved by the Board of Directors this 9th day of December, 2015