BYLAWS

OF

THE DUNELLEN EDUCATION FOUNDATION, INC.

Adopted September 9, 1997

 

ARTICLE ONE: STATEMENT OF PURPOSE

The Dunellen Education Foundation, a broad based, non-profit community organization, is .organized primarily for educational purposes, including, but not limited to the following:

To foster support from the community and private sector to service the educational interests and needs of the students and citizenry of Dunellen, New Jersey;

To serve as a catalyst to support and enhance school improvement programs that heighten learning opportunities for children and adults;

To seek donations of funds, services and equipment from businesses or individuals to support the Foundation's educational goals and purposes;

To provide grants to develop innovative programs and activities in math, science and technology, fine and performing arts, language, culture and other educational needs;

To provide grants to Dunellen educational staff members to initiate quality projects consistent with the goals of the Foundation and to bring positive attention to the Dunellen public schools;

 

ARTICLE TWO: MEMBERS

Section 2.1: The Corporation shall not have members.

 

ARTICLE THREE: THE BOARD OF DIRECTORS

Section 3.1: POWERS AND DUTIES: All corporate powers of the Foundation shall be exercised by or under the authority of the Board of Directors (who shall be the "Trustees" described in N.J.S.A. 15:1-7). The business and affairs of the Foundation shall be managed by the Board of Directors in a manner consistent with these Bylaws and other applicable laws. The Board shall make appropriate delegations of authority to the Officers and, to the extent permitted by law, by appropriate resolution, the Board may authorize one or more Board Committees to act on its behalf when it is not in session.

Section 3.2: NUMBER OF DIRECTORS: The number of Directors shall be a minimum of three (3) with a maximum of eleven (11) composed of community residents, members of the business community or business related professions.

Section 3.3: DIRECTORS: Each Director shall be elected by the Board at its annual meeting for a three-year term commencing immediately following the annual meeting and terminating immediately following the third annual meeting next following and upon election and qualification of his or her successor. The foregoing notwithstanding, at the first annual meeting of the Board following the adoption of these Bylaws, one-third of the Directors will be elected for one-year terms, one-third for two-year terms, and one-third for full three year terms, so that thereafter, one third of the Directors will be elected at each annual meeting of the Board. No Director shall serve on the Board for consecutive terms, either full or partial, aggregating more than six years. A Director having served a total of six years shall be ineligible for reelection for a period of at least one year.

 Section 3.4: DISTRICT LIAISONS: The Superintendent of the Dunellen Public Schools and one member of the Dunellen Board of Education, appointed by the Board of Education, shall serve as ex officio members of the Board of Directors with no voting privileges. The Board of Education appointee shall serve one-year terms.

Section 3.5: VACANCIES: Except as otherwise stated in these Bylaws, any vacancies among 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 predecessor.

Section 3.6: QUORUM: A majority of the filled Board Positions shall constitute a quorum for the transaction of business at any meeting of the Board. Directors may not vote by proxy.

Section 3.7: COMPENSATION: Members of the Board, as such, shall not receive any stated salaries for their services, but by resolution of the Board a reasonable amount may be allowed as reimbursement of expenses incurred in attending to their authorized duties.

Section 3.8: REGULAR MEETINGS: An annual meeting of the Board shall be held each year for the purpose of electing Directors, electing Officers, and for the transaction of such other business as may come before the meeting. The Board shall also have regular meetings, the frequency of which is consistent with the needs of the Foundation and, unless the Board shall provide otherwise by resolution, regular meetings of the Board shall be held at least four times per year excluding the annual meeting. The Board may, by resolution, prescribe the time and place for the holding of the regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. If the Board does not prescribe the time and place for the holding of regular meetings, such regular meetings shall be held at the time and place specified by the President in the notice of such regular meeting.

Section 3.9: SPECIAL MEETINGS: Special Meetings of the Board may be called by or at the direction of the President, Vice President, or the written request of any three (3) Directors of the Board, such meetings to be held at such time and place as shall be designated in the notice thereof.

Section 3.10: NOTICE: Except as otherwise provided herein, notice of the time and place of any regular meeting of the Board shall be established at the Annual meeting for the coming year. In the case of a special meeting, a written notice including the general nature of the business to be considered shall be given and shall be mailed at least five (5) days previous thereto. If agreed to in writing by a majority of the Directors of the Board, a special meeting of the Board may be held after notice by telephone or word of mouth to each Director at least twenty-four (24) hours before the meeting.

Section 3.11: MANNER OF ACTING:

 

ARTICLE FOUR: OFFICERS

Section 4.1: NUMBER AND QUALIFICATIONS: The Officers of the Foundation shall consist of a President, a Vice-President, a Secretary and a Treasurer, and such other officers as the Board of Directors may from time to time appoint. All Officers shall be selected from the membership of the Board of Directors. When the incumbent of an office is unable to perform the duties thereof or when there is no incumbent of an office, the duties of the office shall, unless otherwise provided by the Board or these Bylaws, be performed by the next officer set forth in the following sequence: President, Vice President, Secretary and Treasurer.

Section 4.2: ELECTION AND TERM OF OFFICE: The Officers of the Foundation shall be elected annually by the Board of Directors immediately following the election of Directors, at the regular Annual Meeting for terms of one year, or until their successors have been duly elected and qualified, or until their death, resignation or removal.

Section 4.3: VACANCIES: A vacancy in any office may be filled by the Board for the unexpired portion of the term.

Section 4.4: PRESIDENT: Subject to control of the Board of Directors, the President shall have general supervision of the affairs of the Foundation. The President shall preside at all meetings of the Board of Directors, and shall have such other duties as maybe prescribed by the Board.

Section 4.5: VICE-PRESIDENT: The Vice President shall perform such duties as may be assigned by the Board, the President, or these Bylaws and will be the official parliamentarian. In the absence of the President, the Vice-President shall perform the duties of the President.

Section 4.6: SECRETARY: The Secretary shall, subject to the direction of the Board, cause to be kept a record of the meetings of the Board and all Board Committees in one or more books provided for that purpose; assure that all notices are given in accordance with the provisions of these Bylaws and as required by law; be custodian of the seal of the Foundation; shall countersign, when required, all authorized bonds, contracts, deeds, mortgages, leases, or other legal instruments; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board, the President, or these Bylaws.

Section 4.7: TREASURER The Treasurer shall, subject to the direction of the Board, have charge and custody and be responsible for all funds and securities of the foundation; to deposit the same for safekeeping with any bank or banks or other institutions or securities firms as the Board of Directors may designate and shall keep regular full and accurate accounts of all receipts and disbursements, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Board, the President, or these Bylaws. In fulfillment of the duties of the Treasurer, the Treasurer shall be familiar with the fiscal affairs of the Foundation and keep the Board informed thereof.

Section 4.8: BONDS OF OFFICERS: The Board may secure the fidelity of any or all such officers by bond or otherwise, in such terms and with such surety or sureties, conditions, penalties or securities as shall be required by the Board. The Premium or premiums for such bond or bonds shall be paid out of the corporate funds of the Foundation.

 

ARTICLE FIVE: ON COMMITTEES OF THE BOARD

Section 5.1: COMMITTEES AND TASK GROUPS: The Board shall maintain a Nominating Committee and other Standing Committees which it shall constitute at the Annual Meeting each year. Ad Hoc Committees and Task Groups may be established by the Board at any duly called meeting as the need arises.

 Section 5.2: THE NOMINATING COMMITTEE: The Nominating Committee shall consist of four (4) Directors of the Board; one officer, excluding the President, and 3 Directors of the Board. The Nominating Committee shall prepare the slate of nominations for the Board and for officers of the Board for the Annual meeting, and will fill any vacancies on the Board due to resignation or removal in a timely manner.

Section 5.3: STANDING COMMITTEES: Standing Committees shall be constituted at the Annual meeting of the Board. The membership of a Standing Committee shall be appointed by the Board. Each Standing Committee shall have at least three members of which at least one shall be a Board Director. The remainder of the Standing Committee may be drawn from community residents, members of the business community or business related professionals as best befits the Standing Committee and its responsibilities. Standing Committees may establish their own sub-committees. The membership of sub-committees is at the discretion of the Standing Committee.

Section 5.4: AD HOC COMMITTEES AND TASK GROUPS: The Board may at any time appoint Ad Hoc Committees or Task Groups to meet a specific need. Ad Hoc Committees shall have at least one Board Director assigned to it. Task Groups do not need the appointment of a Board Director.

Section 5.5: MINUTES: Each Committee, Task Group and Sub-committee shall maintain proper minutes. The Board Secretary is responsible to see that minutes of all Committees, Task Groups and Sub-committees are kept in proper order (see Section 4.7).

 

ARTICLE SIX: MISCELLANEOUS

Section 6.1: CONTRACTS: The Board by official vote may authorize any Officer or agent of the Foundation, in addition to the Officers so authorized by these Bylaws to enter into any contract or execute any instrument in the name of and on behalf of the Foundation and such authority may be general or confined to specific instances.

Section 6.2: CHECKS, DRAFTS, ETC.: All checks, drafts, or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Foundation shall be signed by such Officer or Officers, agent or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer and countersigned by the President.

Section 6.3: DEPOSITS: All funds of the Foundation shall be deposited to the credit of the Foundation in one or more such banks, trust companies, securities firms, or other depositories as the Board may from time to time designate, upon such terms and conditions as shall be fixed by the Board. The Board may from time to time authorize the opening and keeping, with any such depository as it may designate, of general and special bank accounts or other forms of account and may make such social rules and regulations with respect thereto, not inconsistent with the provisions of these Bylaws, as it may deem necessary.

Section 6.4: GIFTS: The Board may accept on behalf of the Foundation any contributions, gifts, bequests, or devises for and consistent with the general purposes, or for and consistent with any specific purposes, of the Foundation.

Section 6.5: BOOKS AND RECORDS: The Foundation shall keep correct and complete books and records of account and shall also keep records of the actions of the Foundation, which records shall be open to inspection by Directors of the Board at any reasonable time.

Section 6.6: ANNUAL REPORT: The President shall cause an Annual Report to be submitted to the Board no later than 45 days after the close of each fiscal year of the Foundation.

Section 6.7: FISCAL YEAR: ACCOUNTING ELECTION: The fiscal year of the Foundation shall end on June 30, and methods of accounting for the Foundation shall be as the Board shall determine from time to time by resolution of the Board.

Section 6.8: SEAL: The corporate seal of the Foundation shall be circular in form with the words, "Dunellen Education Foundation, Inc., Dunellen, New Jersey, a corporation not for profit" in the outer edge thereof.

Section 6.9: INDEMNIFICATION OF MEMBERS OF THE BOARD, OFFICERS, AND OTHERS: The Foundation shall indemnify any Director of the Board or Officers or former Directors of the Board or Officers for expenses and costs (including attorneys' fees) actually and necessarily incurred thereby in connection with any claim asserted by action in court or otherwise, by reason of such person being or having been such Director of the Board or Officer, except in relation to matters as to which such person shall have been guilty of negligence or misconduct with respect to the matter in which indemnity is sought. By order of the Board, the Foundation may, under comparable terms and limitations, indemnify employees and agents of the Foundation with respect to activities within the scope of their services as Directors of Board Committees, Officers, or other officials of the Foundation.

Section 6.10: REVOCABILITY OF AUTHORIZATIONS: No authorization, assignment, referral, or delegation of authority by the Board to any committee, Officer, agent, or other official of the Foundation, or any other organization which is associated or affiliated with, or conducted under the auspices of the Foundation shall preclude the Board from exercising the authority required to meet its responsibility. The Board shall retain the right to rescind any such authorization, assignment, referral, or delegation at its sole discretion.

Section 6.11: DUALITY OF INTERESTS: Except for contracts and transactions between the Foundation and the School Board of Dunellen, or any of its affiliate organizations, any contact or other transaction between the Foundation and one or more of its Directors of the Board or Officers, or between the Foundation and any other corporation, firm, association, or other entity in which one or more of the Directors of the Board or Officers of the Foundation are members of the other board, or officers or have a significant financial or influential interest, shall be authorized or entered into by the Foundation only after a vote by a majority of Directors excluding the Director(s) with the duality of interest.

Section 6.12: RULES: The Board may adopt, amend or repeal rules (not inconsistent with these Bylaws) for the management of the internal affairs of the Foundation and the governance of its Officers, agents, Board Committees and employees.

 

ARTICLE SEVEN: AMENDMENTS TO BYLAWS

Section 7.1: The power to make, alter, amend or repeal the Bylaws shall be vested solely in the Directors of the Foundation; provided, however, that the text of any proposal to alter, amend, or repeal the Bylaws must be given to all Directors at one regular meeting of the Board and may not be voted on until the next regular meeting of the Board.

Unanimously approved: September 9, 1997

Dunellen Education Foundation Steering Committee