Pennfield Schools Educational Foundation
Board of Trustees
Section 1.01 Name – This Michigan non-profit Foundation is a fund of the Battle Creek Community Foundation and shall be known as the Pennfield Schools Educational Foundation hereafter referred to as the “Foundation”.
Section 1.02 Members – This Foundation shall have no members. All Foundation actions shall be approved by the Board of Trustees as provided in these bylaws. All rights which would otherwise rest in the members shall rest in the trustees.
Section 1.03 General Powers – The property, affairs and business of the Foundation shall be managed by the trustees.
Section 1.04 Property – No trustee shall have any right, title or interest in or to the property of the Foundation.
Section 1.05 Trustees, Number, Qualifications and Term of Office –
- Qualifications – The trustees of the Foundation shall be anyone with a sincere interest and demonstrated commitment to support the mission and vision of the Foundation. The founding trustees shall be appointed by the Pennfield Schools Board of Education.
- Number – The trustees shall number as many as fifteen (15), but no less than eight (8). Any change in the number of trustees shall receive the approval by bylaws amendment provisions as hereinafter set forth of the trustees before it becomes effective.
- Standing Appointments –
- The Superintendent of Schools and the President of the Board of Education will hold permanent official seats with vote. Both the Superintendent and the President of the Board of Education shall have the right to be represented by a designee at all meetings.
- Two (2) student trustees may be appointed on an annual basis. Student trustees, whom are enrolled students at Pennfield High School, shall consist of an eleventh grade student and a twelfth grade student based on their classifications as of August of the year of the appointments. The term of the student trustees shall be one (1) year with each trustee holding office until the annual meeting one (1) year following their election. Trustees in this category shall not be eligible for election to more than two (2) successive terms of office. Student trustees shall vote and may be officers of the Foundation. The Board of Trustees shall be comprised of no more than two (2) trustees sixteen (16) or seventeen (17) year of age.
- Terms of Office – Each trustee shall hold office until the annual meeting three (3) years following his or her election and until his or her successor shall have been elected, or until his or her death, or until he or she shall resign, or until he or she serve no more than two consecutive three-year terms. The term of office for approximately one-third of the trustees shall expire each year.
Section 1.06 Elections of New Trustees –
- At the last regular meeting of the fiscal year (FY April 1 to March 31), the nominating committee shall bring forward a slate of candidates for consideration to fill vacancies left from trustees who have completed their term. (Or left by trustees whose term has expired.)
- New Trustees must be elected by a majority vote of the Board of Trustees.
Section 1.07 Resignation – Any trustee of the Foundation may resign at any time by giving written notice to the Chairperson of the Board or to the Secretary of the Foundation. The resignation of any trustee shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 1.08 Vacancies –
- In the case of mid-term vacancies on the Board of Trustees for whatever reason, the Nominating Committee shall present the Board with a list of potential candidates to fill the vacancies within 60 days from the time the vacancy is formally recognized by the Board.
- The committee shall develop this list by reviewing past applications of potential trustees who went through the application and interviewing process but were not elected. If no suitable applicants are found, the committee shall follow the steps as outlined in Section 4.01 Nominating Committee.
- If there are less than eight (8) months until regular elections, the vacant trustee positions may remain open if there are a sufficient number of trustee positions filled to conduct business until that time.
Section 2.01 Place of Meeting – The Board of Trustees may hold its meetings at such place or places as determined by the Board of Trustees.
Section 2.02 Annual Meeting – As soon as practical and not more than sixty (60) days after the beginning of a new fiscal year (FY April 1 to March 31), the annual meeting of the Foundation shall be held for the purpose of electing officers of the Foundation and any other business or transactions as shall come before the meeting. Notice of the annual meeting shall be given in writing not less than ten (10) days prior to said meeting date to all trustees.
Section 2.03 Regular Meetings – Regular meetings of the Board of Trustees shall be held at such time and place within the State of Michigan as the Board may determine by resolution adopted by a majority of the whole Board of Trustees. Notice of regular meetings shall be given not less than ten (10) days prior to the meeting.
Section 2.04 Special Meetings Notice – Special meetings of the Board of Trustees shall be held whenever called by the Chairman of the Board or by three or more of the trustees. Notice of each such special meeting shall be communicated to each trustee at least five (5) days before the day on which the meeting is to be held. Each such notice shall state the time and place of meeting.
Section 2.05 Quorum and Manner of Acting – Except as otherwise provided by statute or by these bylaws, a minimum of 51% of the trustees shall be required to constitute a quorum for the transaction of business at any meetings, and the act of a majority of the trustees present at any meeting at which a quorum is present shall be the act of the Board of Trustees. Exception: Any change to the bylaws of the Foundation must be made in accordance specified in Article XI. In the absence of a quorum, a majority of the trustees present may adjourn any meeting until a quorum be had. Notice of any adjourned meeting shall be in accordance with the notice for regular meeting.
Section 2.06 Removal of Trustees – Any trustee may be removed, with the exception of the seat held by the Superintendent of Schools or the seat of the President of the Board of Education with or without cause at any time. Removal shall be by a vote of a majority of the trustees of the Foundation at a special meeting of the trustees called for that purpose. Proper notice must be given in writing ten (10) days prior to such a meeting and the vacancy in the Board of Trustees caused by any such removal shall be filled in the manner specified in section 1.07 hereof.
Section 2.07 Proxies – Proxies shall not be allowed or used other than the designated trustees that represent the Superintendent of Schools and the President of the Pennfield Board of Education
Section 3.01 Number – The officers of the Foundation shall be a Chairperson of the Board, Treasurer, Secretary, and if the Board shall so elect, one (1) or more vice-chairpersons and such other officers as may be appointed by the Board of Trustees. Any two (2) or more offices, except those of Chairperson of the Board and Vice-Chairperson, may be held by the same person. Neither the President of the Pennfield School Board, the Pennfield Schools Superintendent nor any of their designees may serve as the Chairperson of the Board of the Pennfield Schools Educational Foundation.
Section 3.02 Elections, Term of Office and Qualifications – All officers shall be elected annually by the trustees of the Foundation except in the case of officer appointed in accordance with the provisions of Section 3.10, and each shall hold office for a period of one (1) year or until his or her successor shall have been duly elected and qualified. Officers shall be trustees.
Section 3.03 Resignations – Any officer may resign at any time by giving written notice of his or her resignation to the Board of Trustees, to the Chairperson of the Board or to the Secretary of the Foundation. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.04 Removal – Any officer may be removed, with or without cause, by a vote of the Board of Trustees at a meeting called for that purpose, and such purpose shall be stated in the notice or waiver of notice such meeting unless all the trustees of the Foundation shall be present thereat.
Section 3.05 Vacancies – A vacancy in any office shall be filled for the unexpired portion of the term in the manner prescribed in these bylaws for election or appointment to such office.
Section 3.06 – Chairperson of the Board – The Chairperson of the Board shall assume all duties normally associated with that office. The Chairperson of the Board shall conduct the meetings of the Foundation. In the absence of a trustee-appointed Executive Director pursuant to Section IV of the bylaws, the Chairperson of the Board shall be the Executive Director of the Foundation and shall have general active management of the business of the Foundation. He or she, shall, when present, preside at all meetings of the trustees. He or she shall see that all orders and resolutions of the Board of Trustees are carried into effect. He or she, with the proper signature of one other duly qualified officer of the Foundation, may execute and deliver in the name of the Foundation any deeds mortgages, bonds, contracts or other instruments necessary or appropriate to enable the Foundation to donate income or principal of the Foundation to or for the Incorporation of the Foundation as the Foundation was organized to support. He or she shall have such other duties as may from time to time be prescribed by the Board of Trustees.
Section 3.07 Vice Chairperson – Each Vice-Chairperson, if any, shall be elected by the Board of Trustees, shall have such powers and shall perform such duties as may be specified in the bylaws or prescribed by the Board of Trustees or by the Chairperson of the Board. In the event of absence or disability of the Chairperson of the Board, Vice-Chairperson shall succeed to his or her power and duties in the order designated by the Board of Trustees.
Section 3.08 Secretary – The Secretary or designee shall see that the proceedings of the meetings and all other appropriate records of the Board of Trustees are kept. He or she shall, when directed to do so, notify the trustees of all meetings, and perform such other duties as may from time to time be prescribed by the Board of Trustees or by the Chairperson of the Board and, in general, shall perform all duties incident to the office of the Secretary.
Section 3.09 Treasurer – The Treasurer shall cause to be kept accurate accounts of all moneys of the Foundation received or disbursed. H or she shall deposit all moneys, drafts and checks in the name of, and to the credit of, the Foundation in such banks and depositories as a majority of the whole Board of Trustees, by resolution, shall from time to time designate. He or she shall have power to endorse for deposit all notes, checks and drafts received by the Foundation. He or she shall cause to be rendered to the Chairperson of the Board and the Trustees, wherever required, an account of all his or her transactions as Treasurer an of the financial condition of the Foundation, and shall perform such other duties as may from time to time be prescribed by the Board of Trustees or by the Chairperson of the Board, an, in general, shall perform all duties incident to the office of the Treasurer.
Section 3.10 Other Officers – The Foundation may have such other officers and agents as may be deemed necessary by the Board of Trustees, who shall be appointed in such manner, have such duties and hold their offices for such terms as may be determined by resolution of the Board of Trustees.
Section 3.11 Election Procedure – The nominating committee shall provide each trustee with a list of officers (14) days prior to the annual meeting. The slate of officers shall be presented for vote at the annual meeting. A vote of a majority of duly qualified trustees shall be required to elect officers.
Section 4.01 Nominating Committee –
- A nominating committee of at least three (3) trustees shall be appointed at the annual meeting each year. The committee shall intentionally identify and recruit a slate of trustees and officers in a manner that reflects the PSEF’s commitment to the diversity of trustees and the inclusion of Pennfield students on the PSEF Board.
- The Nominating Committee shall implement the application and interview process for all trustee candidates.
- The Committee shall present this slate to the Board at least 14 days prior to the last meeting of the fiscal year.
Section 4.02 Other Committees – The Board of Trustees may act by and through such other committees as may be specified in resolutions adopted by a majority of the whole number of trustees. Each such committee shall have such duties and responsibilities as are granted to it by the Board of Trustees. Each such committee shall be appointed by the Chairperson of the Board of Trustees and at all times be subject to the direction of the Chairperson.
This Foundation may designate such fiscal agents, investment advisors and custodians as the Board of Trustees may select by resolution. The Board of Trustees may at any time, with or without cause, discontinue the use of the services of any such fiscal agent, investment advisor, or custodian.
It shall be the policy of this Foundation that the Board of Trustees shall assume and discharge fiduciary responsibility with respect to all funds held or administered by this Foundation.
Policies with Respect to Distribution of Principal and Income and Related Matters
Section 7.01 Annual Distribution – It shall be the policy of this Foundation to make annual distributions for one or more of the education purposes for which it is organized, including administrative expenses and amounts paid to acquire an asset used (or held for use) directly in carrying out one or more of its purposes, in an amount determined by the Board of Trustees to be appropriate. In any such distribution of funds no discrimination shall be made on account of the sex, color, religious affiliation or national origin of the individuals or programs to be benefited thereby.
Section 7.02 No Self-Dealing – It shall be the policy of this Foundation not to engage in any act which would constitute “self-dealing” as defined in Section 4941(d) of the Internal Revenue Code of 1986.
Section 7.03 No Jeopardy Investments – It shall be the policy of this Foundation to assure that no funds, whether title thereto is vested in this Foundation or is vested in a trust for the benefit of this Foundation, are invested or reinvested in such a manner as to jeopardize the carrying out of any education purposes for which this Foundation is organized.
Section 7.04 Expenditure Responsibility – It shall be the policy of this Foundation that this Foundation, through its Board of Trustees, will exercise “expenditure responsibility”, as defined in Section 4945 (h) (1) and (2) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended, with respect to all grants and distributions.
Section 7.05 Reasonable Return – The Board of Trustees shall take steps to assure that each trustee, agent, or custodian with respect to the aggregate of the unrestricted trusts or funds that are, a component part of this Foundation, administer such trust or fund in accordance with accepted standards of Fiduciary conduct to produce a reasonable (as determined by the Board of Trustees) return of net income, in furtherance of this Foundation’s educational purposes.
Books of Record, Audit, Fiscal Year, Bond
Section 8.01 Books and Records – The Board of Trustees of this Foundation shall cause to be kept:
- Records of all proceedings of the Board of Trustees, and committees thereof; and
- All financial statements of this Foundation; and
- Articles of Incorporation and Bylaws of this Foundation and all amendments thereto and restatements thereof; and
- Such other records and books of account as shall be necessary and appropriate to conduct of the corporate business.
Section 8.02 Audit and Publication – The Board of Trustees shall cause the records and books of account of this Foundation to be audited in such a manner as may be deemed necessary or appropriate, and also shall make such inquiry as the Board of Trustees deems necessary or advisable into the condition of all trusts and funds held by any trustee, agent, or custodian for the benefit of this Foundation, and shall retain such person or firm for such purposes as it may deem appropriate.
Section 8.03 Fiscal Year – The fiscal year of the Foundation shall end on March 31 of each year.
Section 8.04 Bond – The Foundation shall obtain bond on such people and in such amounts as may from time to time be deemed necessary by the Board of Trustees.
Waiver of Notice
Whenever any notice is required to be given by these bylaws or any of the corporate laws of the State of Michigan, such notice may be waived in writing, signed by the person or person entitled to said notice, whether before, at or after the time stated therein, or before, at, or after the meeting.
The Foundation shall indemnify any person made party to any action, suit or proceeding, whether civil or criminal, by reason or the fact that he or she is or was a director, trustee, officer, or employee of the Foundation, or of any Foundation which he or she served in such capacity at the request of the Foundation, against the reasonable expenses, including attorneys’ fees, actually and reasonable incurred by him or her in connection with the defense of the action, suit, or proceeding or in connection with any appeal in it. The right to indemnification conferred by this section shall not restrict the power of the Foundation to make any indemnification permitted by law.
No volunteer trustee shall be personally liable to the Foundation for monetary damages for a breach of the volunteer trustee’s fiduciary duty except for the following:
- A breach of duty of loyalty to the Foundation
- Acts or omission not in good faith which involve intentional misconduct or a knowing violation of the law.
- A violation of MSA 21.200(551)(1).
- A transaction from which the trustee received an improper benefit.
- Acts or omissions occurring before date of filing
- Acts or omissions which are grossly negligent.
The Foundation assumes all liability to any person, other than the Foundation for all acts of omissions of a volunteer trustee occurring on or after date of filing.
The Board of Trustees may amend this Foundation’s bylaws, as heretofore or hereafter from time to time amended or restated, and these bylaws as from time to time amended or restated, to include or omit any provision which could be lawfully included or omitted. Any number of amendments, or an entire revision or restatement of the bylaws, either may be submitted and voted upon at a single meeting of the Board of Trustees and be adopted at such meeting a quorum being present, upon receiving the affirmative vote of not less than 90% (9/10) of the whole number of trustees; provided, however, that amendment of Article II of the bylaws may be made only with the unanimous approval and resolution of all qualified trustees.
Amendment to Bylaws
Pennfield Schools Educational Foundation
In accordance with Article XII, Amendments, AMENDMENTS, of the AMENDMENT INTO BYLAWS OF PENNFIELD SCHOOLS EDUCATIONAL FOUNDATION, adopted November 20, 2006 the Board of Trustees amends the bylaws to revise the following section as indicated: The bylaws revision complies with amendment adding Section 501a (1) and (2) to Michigan 1982 PA 162 (MCL 450.2101 to 450.3192) allowing the inclusion of directors 16 or 17 years of age to Michigan 501© (3) corporations. Based on the December 30, 1998, revision of PA 162 it is the intent of the Pennfield Schools Educational Foundation to include representation on the Board of Trustees from students of the Pennfield School District.
Amendment to Article I Section 1.05 Trustees, Number, Qualifications and Term of Office – Subsection D – The Board of Directors voted to approve this section of the bylaws on June 13, 2012 to read as follows:
Terms of Office – Each Trustee shall hold office until annual meeting three years following his or her election and until his or her successor shall have been elected, or until his or her death, or until he or she shall resign, or until he or she have been removed in the manner hereinafter provided. The terms of office for approximately one-third of the Trustees shall expire each year.