ARTICLE I
NAME
The name of the organization shall be the Wissahickon Educational Opportunities Foundation (hereinafter referred to as the “Foundation“).
ARTICLE II
PURPOSE
SECTION 1- Vision Statement: It is the vision of the Foundation to ensure the highest level of educational innovation and to support students and involve the community in lifelong learning.
SECTION 2 – Mission Statement: The corporation is incorporated under the Nonprofit Corporation Law of 1988 for the following purpose or purposes:
Said corporation is organized exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations under Section 501 (c)(3) of the Internal Revenue Code (or the corresponding section of any future Federal tax code.) It shall seek out and provide funding and programs to foster growth in the intellectual, physical, emotional, social and cultural spheres of the individual by providing opportunities beyond the scope of traditional school district programs. Programs will benefit the Wissahickon School District Community and will lead to the overall improvement of the quality of education in the community.
SECTION 3 – Tax Exemption: The Foundation is organized exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, including for such purposes the making of distributions to organizations that qualify as exempt organizations under said Section or the corresponding provisions of any subsequent laws. The Foundation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal Income Tax under Section 501 deductible under Section 170 (c)(2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law).
SECTION 4 – Funding Mechanisms: The Foundation will secure resources from individuals, corporations, community organizations and foundations to be distributed in accord with the mission and funding criteria established by the Foundation.
SECTION 5 – Distribution of Funds: No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to its directors, trustees, officers or other private persons except that this organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes as set forth herein. No substantial part of the activities of the Foundation shall be directed toward an attempt to influence legislation and the Foundation shall not participate in any political campaign on behalf of any candidate for public office.
SECTION 6 – Dissolution of Foundation: Upon the dissolution of the corporation by sale, liquidation or otherwise, all remaining assets shall, after payment or provision for payment of all liabilities of the corporation, be distributed exclusively to the Wissahickon School District, a qualified exempt organization under Section 501 (c)(3) of the Internal Revenue Code of 1954, as amended. 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 corporation shall be distributed to a fund, foundation or corporation organized and operated exclusively for the purposes specified in Section 501 (c)(3) of the Internal Revenue Code ( or corresponding section of any future Federal tax code).
ARTICLE III
MEMBERSHIP
The Foundation shall have no members.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 1 – Powers and Duties: All corporate powers of the foundation shall be exercised by or under the authority of the Board of Directors.
SECTION 2 – Number of Directors: The number of directors shall not be less than fifteen (15) nor more than twenty-five (25); with 75% of the membership representing business and community interests. Included, as permanent directors shall be the superintendent of schools, the school district business manager, the president or representative of the Wissahickon Education Association, and school district director of curriculum.
SECTION 3 -Manner of Selection and Term: Each director, except the permanent directors, shall serve for a term of three (3) years or until a successor is elected. At the end of the first year, and thereafter, one-third of the directors shall be elected. At the end of the three-year term, the board member may be again nominated for another term. Nominations for directors may be submitted by the nominating committee or by individual directors.
SECTION 4 – Vacancies: Except as otherwise stated in these by-laws any vacancy occurring among the members of the board of directors shall be filled by a majority vote of the directors then in office. A director elected to fill a vacancy shall be elected for the unexpired term of the predecesso.
SECTION 5 – Quorum: A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the board. Directors may not vote by proxy.
SECTION 6 – Compensation: No director shall receive, directly or indirectly, any compensation for his/her services as director.
SECTION 7 – Vacancy On Board When Member Fails to Attend Meetings: The Executive Committee can recommend without prejudice to the Board and declare a seat vacant, if a Board Member’s attendance at Board or committee meetings is not meeting the standards set forth by the Foundation.
ARTICLE V
OFFICERS
SECTION 1 – Number and Qualifications: The officers of the Foundation shall consist of a president, vice-president, a secretary, a treasurer, and such other officers as the board of directors may from time to time appoint.
SECTION 2 – Election and Term of Office: The officers of the Foundation, except for the treasurer shall be elected annually by the board of directors immediately following the election of directors, at the regular Annual Meeting. Vacancies may be filled at any meeting of the board of directors.
SECTION 3 – Co-President: Subject to control of the board of directors, the presidents shall have general supervision of the affairs of the Foundation. The presidents shall preside at all meetings of the board of directors, and shall have such other duties as may be prescribed by the board. The presidents shall serve as an ex-officio member of all committees, with the exception of the nominating committee. Two (2) co-presidents shall serve two-year terms terminating in alternating years.
SECTION 4 – Vice-President: In the absence of the president, the vice-president shall perform the duties of the president. The vice-president shall have such other powers and duties as may be assigned by the board. The vice-president shall serve a one-year term then rising to a co-president position.
SECTION 5 – Secretary: The secretary shall be responsible for the minutes of all meetings of the board of directors. The secretary shall perform such additional duties as shall be assigned by the board.
SECTION 6 – Treasurer: The treasurer shall be the school district=s business administrator. The treasurer shall be responsible for the accounting of all monies for the Foundation, including depositing and investing them in accordance with policy adopted by the board. The treasurer shall have such additional powers and duties as may be assigned by the board. The treasurer may be bonded, at the expense of the Foundation, at the discretion of the board of directors.
ARTICLE VI
DIRECTORS’ AND OFFICERS’ LIABILITY AND INDEMNIFICATION
SECTION 1 – Powers; Personal Liability:
a) General Rule: Unless otherwise provided by statue, all powers vested by law in the Foundation shall be exercised by or under the authority of, and the business and affairs of the Foundation shall be managed under the direction of, the board of directors.
b) Standard of Care; Justifiable Reliance: A director shall stand in a fiduciary relation to the Foundation and shall perform his/her duties as a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner the director reasonably believes to be in the best interests of the Foundation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his/her duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
(1) One or more officers or employees of the Foundation whom the director reasonably believes to be reliable and competent in the matters presented.
(2) Counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such person.
(3) A committee of the board upon which the director does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonable believes to merit confidence.
A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause his/her reliance to be unwarranted.
c) Consideration of Factors in discharging the Duties of Their Respective Positions: The board of directors, committees of the board and individual directors may, in considering the best interests of the foundation, consider the effects of any action upon employees, upon participants in Foundation activities and upon communities in which offices or other establishments of the Foundation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of subsection (b).
d) Presumption: Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any action shall be presumed to be in the best interests of the Foundation.
e) Personal Liability of Directors:
(1) A director shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, unless:
(i) the director has breached or failed to perform the duties of his/her office under this section; and
(ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
(2) The provisions of paragraph (1) shall not apply to the responsibility or liability of a director pursuant of any criminal statues or the liability of a director for the payment of taxes pursuant of local, State, or Federal law.
f) Notation of Dissent: A director who is present at a meeting of the board of directors, or of a committee of the board, at which action on any Foundation matter is taken shall be presumed to have assented to the action taken unless his/her dissent is entered in the minutes of the meeting or unless the director files a written dissent of the action with the secretary of the meeting before the adjournment thereof or transmits the dissent in writing to the secretary of the Foundation immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the action. Nothing in this section shall bar a director from asserting that minutes of the meeting incorrectly omitted his/her dissent if, promptly upon receipt of a copy of such minutes, the director notifies the secretary in writing, of the asserted omission or inaccuracy.
SECTION 2 – Indemnification:
SECTION 2.1 – Scope of Indemnification:
a) General Rule: The Foundation shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party or otherwise by reason of the fact that such person is or was serving in an indemnified capacity, including, without limitation, liabilities resulting from any actual or alleged breach or neglect of duty, error, misstatement or misleading statement, negligence, gross negligence or act giving rise to strict or products liability, except:
(1) where such indemnification is expressly prohibited by applicable law;
(2) where the conduct of the indemnified representative has been finally determined pursuant to Section 2.6 or otherwise;
(i) to constitute willful misconduct or recklessness within the meaning of 15 PA C.S. 513(b) and 1746(b) and 42 PA C.S. 8365(b) or any superseding provision of law sufficient in the circumstances to bar indemnification against liabilities arising from the conduct; or
(ii) to be based upon or attributable to the receipt by the indemnified representative from the Foundation of a personal benefit to which the indemnified representative is not legally entitled; or
(3) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 2.6 to be otherwise unlawful.
b) Partial Payment: If an indemnified representative is entitled to indemnification in respect of a portion, but not all, of any liabilities to which such person may be subject, the Foundation shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.
c) Presumption: The termination of a proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the indemnified representative is not entitled to indemnification.
d) Definitions (For purposes of this Article):
(1) “indemnified capacity” means any and all past, present and future service by an indemnified representative in one or more capacities as a director, officer, employee or agent, fiduciary or trustee of another foundation, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise;
(2) “indemnified representative” means any and all directors and officers of the Foundation and any other person designated as an indemnified representative by the board of directors of the Foundation (which may, but not only, include any person serving at the request of the Foundation, as a director, officer, employee, agent, fiduciary or trustee of another foundation, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);
(3) “liability” means any damage, judgment, amount paid in settlement, fine, penalty, punitive damages, excise tax assessed with respect to an employee benefit plan, or cost or expense, of any nature ( including, without limitation, attorneys’ fees and disbursements); and
(4) “proceeding” means any threatened, pending or completed action, suit, appeal or other proceeding of any nature whether civil, criminal, administrative or investigative, whether formal or informal, and whether brought by or in the right of the Foundation, a class of its security holders or otherwise.
SECTION 2.2 – Proceedings Initiated by Indemnified Representatives: Notwithstanding any other provision of this Article, the foundation shall not indemnify under this Article an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counter claims or affirmative defenses) or participated in as an intervenor or amicus curia by the person seeking indemnification unless such initiation of or participation in the proceeding is authorized, either before or after its commencement, by the affirmative vote of a majority of the directors in office. This section does not apply to a reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 2.6 or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Article.
SECTION 2.3 – Advancing Expenses: The Foundation shall pay the expenses (including attorney=s fees and disbursement) incurred in good faith by an indemnified representative in advance of the final disposition of a proceeding described in Section 2.1 of the initiation of or participation in which is authorized pursuant to Section 2.2 upon receipt of an undertaking by or on behalf of the indemnified representative to repay the amount if it is ultimately determined pursuant to Section 2.6 that such person is not entitled to be indemnified by the Foundation pursuant to this Article. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.
SECTION 2.4 – Securing of Indemnification Obligations: To further effect, satisfy or secure the indemnification obligations provided herein or otherwise, the Foundation may maintain insurance, obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties in such amounts, at such costs, and upon such other terms and conditions as the board of directors shall deem appropriate. Absent fraud, the determination of the board of directors with respect to such amounts, costs, terms and conditions shall be conclusive against all security holders, officers and directors and shall not be subject to voidability.
SECTION 2.5 – Payment of Indemnification: An indemnified representative shall be entitled to indemnification within thirty (30) days after a written request for indemnification has been delivered to the secretary of the foundation.
SECTION 2.6 – Arbitration:
a) General Rule: Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Article, except with respect to indemnification for liabilities arising under the Securities Act of 1933 that the Foundation has undertaken to submit to a court for adjudication, shall be decided only by arbitration in the metropolitan area in which the principal executive offices of the Foundation are located at the time, in accordance with the commercial arbitration rules then in effect of the American Arbitration Association, before a panel of three arbitrators, one of whom shall be selected by the Foundation, the second of whom shall be selected by the indemnified representative and third of whom shall be selected by the other two arbitrators. In the absence of the American Arbitration Association, or if any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, or if one of the parties fails or refuses to select an arbitrator or if the arbitrators selected by the Foundation and the indemnified representative cannot agree on the selection of the third arbitrator within thirty (30) days after such time as the Foundation and the indemnified representative have each been notified of the selection of the other=s arbitrator, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the court of general jurisdiction in such metropolitan area.
b) Burden of Proof: The party or parties challenging the right of an indemnified representative to the benefits of this Article shall have the burden of proof.
c) Expenses: The foundation shall reimburse an indemnified representative for the expenses (including attorneys’ fees and disbursement) incurred unsuccessfully prosecuting or defending such arbitration.
d) Effect: Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the foundation shall be entitled to interpose as defense of any such judicial enforcement proceeding any prior final judicial determination adverse to the indemnified representative under Section 2.1 (1) (2) in a proceeding not directly involving indemnification under this Article. This arbitration provision shall be specifically enforceable.
SECTION 2.7 – Contribution: If the indemnification provided for in this Article or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Foundation shall contribute to the liabilities to which the indemnified representative may be subject in such proportion as is appropriate to reflect the intent of this Article or otherwise.
SECTION 2.8 – Mandatory Indemnification of Directors, Officers, Etc.: To the extent that an authorized representative of the Foundation has been successful on the merits or otherwise in defense of any action or proceeding referred to in 15 PA C.S. 1741 or 1742 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys= fees and disbursements) actually and reasonably incurred by such person in connection therewith.
SECTION 2.9 – Contract Rights; Amendment or Repeal: All rights under this Article shall be deemed a contract between the Foundation and the indemnified representative pursuant of which the Foundation and each indemnified representative intend to be legally bound. Any repeal, amendment or modification hereof shall be prospective only and shall not affect any rights or obligations then existing.
SECTION 2.10 – Scope of Article:
The rights granted by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification, contribution or advancement or expenses may be entitled under any statue, agreement, vote of shareholders or disinterested directors or otherwise both as to action in an indemnified capacity and as to action in any other capacity. The indemnification, contribution and advancement of expenses provided by or granted pursuant to this Article shall continue as to the person who has ceased to be an indemnified representative in respect of matters arising prior to such time, and shall inure to the benefit of the heirs, executors, administrators and personal representatives of such person.
SECTION 2.11 – Reliance of Provisions: Each person who shall act as an indemnified representative of the Foundation shall be deemed to be doing so in reliance upon the rights provided in this Article.
SECTION 2.12 -Interpretation: The provisions of this Article are intended to constitute by- laws authorized by 15 PA C.S. 513 and 1746 and 42 PA C.S. 8365.
ARTICLE VII
COMMITTEES
SECTION 1 – Committees: Except as otherwise stated in these by-laws, the president shall appoint the members and designate the chair of standing and other committees. Committees shall serve at the pleasure of the board under such rules and regulations as the board may approve; committee members may include persons who are not members of the board, but the chairperson of any committee must be a member of the board. All action taken by committees shall be subject to ratification by the board.
SECTION 2 – Executive Committee: There shall be an executive committee composed of the officers of the Foundation. The executive committee shall meet at the call of the president or any two officers to conduct the affairs of the Foundation between meetings of the board. The executive committee or appointed representatives shall be charged with the development and presentation of the annual budget to the full board of directors. All action taken by the executive committee shall be subject to ratification by the board.
SECTION 3 – Standing Committee: Standing committees shall include at least the following: grants committee, fund development committee, audit & finance committee, public relations committee, nominating committee, and allocation committee.
SECTION 4 – Other Committees: The board may create additional committees as needed.
ARTICLE VIII
MEETINGS
SECTION 1 – Annual Meeting: The annual meeting of the board of directors shall be held in the month of March at such time, date and place as the board of directors shall determine.
SECTION 2 – Regular Meetings: Regular meetings will be held six times a year, including the annual meeting. The board shall announce the meeting schedule of dates and location for the coming year at the annual meeting.
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SECTION 3 – Notice of Meetings:
a) Notice of the Annual Meeting: This shall be given to the directors not more than thirty (30) days, nor less than ten (10) days before the meeting.
b) Notice of Regular Meetings: This shall be given to all the directors a minimum of four (4) days prior to the meeting.
c) Waiver of Notice: The notice requirements contained in these by-laws may be waived in writing by any director. All waivers shall be made part of the minutes of the meeting.
d) Action in Lieu of a Meeting: Any board action required or permitted to be taken by the board may be taken without a meeting, if a majority of all members responding shall consent to such action in writing and/or by email within 72 hours. Such written consent and/or documented email shall be made a part of the minutes of the proceedings. Such action by written consent or documented email shall have the same force and effect as the same vote of the directors at a duly convened meeting.
SECTION 4 – Special Meetings: Special meetings will be held at the request of the president or any two directors whenever there is business that must be acted upon before the next regularly scheduled meeting. Notice of special meetings shall be given to the board of directors no less than three (3) days before the meeting. All other requirements of regular meetings shall be in effect for special meetings. No business may be transacted at a special meeting that was not contained in the notice of such meeting.
ARTICLE IX
MISCELLANEOUS
SECTION 1 – Fiscal Year: The fiscal year shall begin July 1 and shall end on June 30.
SECTION 2 – Rules: Robert’s Rules of Order (in its most recent edition at the date of its use) shall be the parliamentary authority for all matters of procedure not specifically covered by these by-laws or by other specific rules of procedure adopted by the directors of the Foundation.
SECTION 3 – Report of Directors: The president shall furnish a written report annually to all directors of the Foundation.
SECTION 4 – Amendments: These by-laws may be amended by the affirmative vote of two- thirds (2/3) of the directors of the Foundation. No action shall be taken to amend any by-laws unless written notice of the proposed amendment(s) shall have been given at least ten (10) days prior to the meeting. Any amendment is subject to ratification by a two-thirds (2/3) majority vote of the directors of the Foundation.
SECTION 5 – Dissolution: The Foundation may be dissolved at any time by a two-thirds (2/3) majority vote of the directors of the Foundation in accordance with such procedures as they shall from time to time adopt.
