Seminole State College Educational Foundation, Inc.
DEFINITIONS AND PURPOSE
As used in these By-Laws, the word “Foundation” shall mean the Seminole State College Educational Foundation, Inc.; the word “Trustee” shall mean a Trustee of the SEMINOLE STATE COLLEGE Educational Foundation, Inc.; the word “Board” shall mean the Board of Trustees of such Foundation; and the word “College” shall mean Seminole State College, and shall hereafter be referred to in these By-Laws as the “College.”
The purpose of the Seminole State Educational Foundation (hereafter referred to as the “Foundation”) is to stimulate and to cultivate voluntary financial gift support from friends, the community, alumni, parents, government sources, businesses, corporations, foundations, and others, in order to benefit the College, especially in the building of endowment, obtaining capital, restricted, and unrestricted gifts, both immediate and deferred, in order to address the academic and student services’ priorities of the College.
LOCATION OF OFFICE
The principal office of the Foundation shall be located in the President’s Office on the campus of Seminole State College in Seminole, Oklahoma, and additional offices may be established where the Board in its discretion may direct.
BOARD OF TRUSTEES
The powers and duties of the Foundation shall be vested in the Board of Trustees, which shall be the governing body of the Foundation. The Board of Trustees shall manage the activities and affairs of the Foundation and have the full authority to act thereon, except as limited by law and the Articles of Incorporation.
Subject to any limitations of law or the Articles of Incorporation, the Board of Trustees shall manage and carry out the fiduciary responsibility vested in it by the By-Laws and in so doing shall have all the rights, powers and authority of the Board. The Board may enter into contractual agreements that would benefit the interest of the Foundation. The Foundation shall have the power at all times to acquire property of any character through gift, lease, purchase, or any other lawful manner and to manage, operate, lease, enjoy in fee simple, administer, sell, deed in trust, encumber, place lien upon, or otherwise dispose of that property.
The Trustees are expected to gain a comprehensive knowledge of the Foundation and the College, their vision, missions, programs, and financial conditions. The Trustees are to support the fundraising goals and aspirations of the Foundation and the College through their own personal commitment and by building relationships with prospective donors. The Trustees are to demonstrate a personal commitment to continued financial support for Seminole State College and to volunteer participation and leadership in support of the College and the Foundation.
MEETINGS OF THE BOARD
The authorized number of Foundation Trustees shall be twenty-nine (29) members. All meetings of the Board shall be held on the campus of Seminole State College at Seminole, Oklahoma, or at any other location specified by the Board. Such meetings shall be held at least three times a year as called by the Board Chairperson.
Special meetings of the Board may be held upon the call of the Chairperson and/or the President of the College, or on call of not fewer than thirty percent of the Trustees. Such requests must be made by providing notice to each Trustee at least five days in advance of the meeting. Such call shall specify the time, place and purpose of the special meeting, and the items of business to be considered by the Board; provided that, at any meeting at which a quorum is present the Board may, by a vote of two-thirds of the members present, take up and dispose of other matters of business not included in the call.
Forty percent of the Trustees shall constitute a quorum of the Board at any meeting, but less than a quorum may adjourn any meeting from time to time until a quorum shall be present.
The affirmative vote of the majority of those in attendance when a quorum is present shall be sufficient for the transaction of any business by the Board unless the By-Laws specifically provide otherwise.
OFFICERS AND DUTIES
The Officers of the Foundation shall be a Chairperson, first Vice-Chairperson and a second Vice-Chairperson who shall be Trustees, and a Secretary and a Treasurer who need not be Trustees. The Board may also elect an Assistant Secretary and Assistant Treasurers, and other appropriate officers as it deems necessary.
The offices of Secretary and Treasurer shall be held by separate individuals. The term of office of Chairperson shall be for two (2) years, and the term of Vice Chairperson(s) shall be for one (1) year, or until successors shall have been selected. The terms of the Secretary and Treasurer and other employees shall be fixed by the Board.
The Secretary and the Treasurer, or others holding College or Foundation administrative positions, may be compensated for their services in an amount to be determined by the Board.
The duties of the Chairperson of the Board shall be: to preside at all meetings of the Board; to authorize the issuing and execution of all contracts entered into by the Board, in accordance with resolutions or orders properly adopted by the Board, and the execute and acknowledge all conveyances authorized by the Board. S/he shall also be the Chairperson of the Executive Committee and be an ex officio member of all committees of the Foundation.
The Chair of the Foundation shall preside at all meetings of the Board of Trustees and the Executive Committee and shall have general supervision of the affairs of the Foundation, subject only to the direction of the Foundation Board of Trustees. The Chair may, subject to approval of the Executive Committee, appoint such standing and special committees as he/she deems advisable. The Chair shall be responsible for the general supervision of corporate affairs, but may delegate such duties to other persons as he/she deems advisable.
The first Vice Chair of the Foundation and the second Vice Chair of the Foundation shall perform such duties and have such areas of responsibility as the Board of Trustees shall prescribe, and will exercise all the powers of the Chair in the event the Chair is absent, disabled, disqualified, or the position of Chair is vacant.
The Board may employ a President of the Foundation for such term and at such salary as may be fixed by the Board. The President of the Foundation shall be the chief executive officer of the Foundation and shall be charged with the general management of the affairs of the Foundation under the direction of the Board.
All checks, drafts, notes, bonds, bills of exchange, and other negotiable instruments, deeds, and contracts of the Foundation shall, unless otherwise directed by the Trustees, or unless otherwise required by law, or within the limits established in Article VIII, be signed by one of the following: the Chair, Secretary, Treasurer, or such other Trustee, excluding ex-officio Trustee, specifically authorized to perform such acts by the Board of Trustees. The Trustees may, however, authorize any one of said officers in writing or by resolution to sign any such instrument without necessity or countersignature. The Executive Committee shall authorize any one or more officers or others specifically designated by resolution to sign any such instrument on behalf of the Foundation under such limitations and control as the Executive Committee shall require.
THE EXECUTIVE COMMITTEE
An Executive Committee composed of three (3) individuals shall consist of the Foundation Chairperson, first Vice Chairperson and second Vice Chairperson. Vacancies on the Executive Committee shall be filled by the Chairperson of the Board. The Chairperson of the Executive Committee shall be the Chairperson of the Board.
The Executive Committee shall have and exercise all of the authority of the Board in the management of the Foundation and shall meet in the interval between meetings of the Board. In addition to the Chairperson of the Foundation, the President of the college and the President of the Foundation, with the chairperson’s consent can call for meetings of the Executive Committee The Executive Committee may transact such business as falls within the written, adopted By-Laws and policies of the Foundation, as may be necessary between regularly scheduled Board meetings. Business that is deemed to be outside the written, adopted By-Laws and policies shall be presented at the next Regularly Scheduled or Special Foundation Board meeting with appropriate recommendations.
The Executive Committee shall have no authority to:
- Amend, alter, or repeal the By-Laws;
- Amend the Articles of Incorporation;
- Adopt a plan of merger or adopt a plan of consolidation with another corporation;
- Authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation;
- Authorize the voluntary dissolution of the Corporation or revoking proceedings therefore;
- Adopt a plan for the distribution of substantially all of the assets of the corporation; or;
- Amend, alter, or repeal any resolution of the Board of Trustees which by its terms provides that it shall not be amended, altered, or repealed by such committee.
The Executive Committee shall be required to keep a record of any action taken by it and report all such action to the Board.
At the first meeting of the Trustees each year the Chairperson, shall appoint an Investment Committee, a Nominating Committee, and an Audit Committee. The Chairperson may also appoint such other special committees, from time to time, as may be necessary for the accomplishment of the purposes of the Foundation. The duties and authority of such Committees shall be as prescribed and delegated by resolution of the Board.
The Investment Committee composed of at least three (3) members in addition to the Board Treasurer and Chairperson of the committee shall be responsible for the development and execution of investment policies and procedures. It may elect or hire an investment manager to advise with respect of the funds and investment of the Foundation. The committee also shall review periodically the performance of the investment portfolio and shall authorize policies and procedures with respect to the purchase of stocks, bonds, securities, mutual funds, real estate, and any other properties owned or given to the Foundation. This Committee also shall be responsible for assisting the Board in meeting its fiduciary responsibilities with respect to the Foundation’s annual operating budget and the financial practices and operations related thereto.
The Nominating Committee shall consist of at least three (3) members in addition to the Chairperson of the Board of Trustees and the President of the College. Its responsibility shall be to strengthen the future of the Foundation by identifying and recruiting candidates for the Foundation Board who can financially or otherwise support the Foundation.
The Audit Committee shall be composed of at least three (3) members in addition to the Chairperson, the President of the College.
The Audit Committee shall assist the Board of Trustees in fulfilling its oversight responsibilities relating to the quality and integrity of the Foundation’s financial reporting processes and accounting practices; the adequacy and effectiveness of its systems of internal controls regarding finance, accounting, and legal and regulatory compliance; and the performance, qualifications, and independence of the Foundation’s independent auditors. In discharging its oversight role, the Committee has the authority to investigate any matter within its area of responsibilities that is brought to its attention, with full access to all of the books, records, facilities, and staff of the Foundation and the power to retain outside counsel, auditors, or other experts as it deems appropriate and as allowed by the Articles of Incorporation and the Foundation By-Laws. Policies established by this Committee must be ratified and approved by the Foundation Board of Trustees.
CLAIMS AND DISBURSEMENTS
All claims against the Foundation shall be presented the Chairperson or such other official(s) as may be designated by the Board. All claims over $5,000 are to be counter-signed by the Chairperson or other designated Trustees; provided that no disbursements shall be made of foundation funds which shall be contrary to the conditions of any restricted funds from which payment is made.
BOOKS AND RECORDS
The board shall provide for a system of books and records designed to give a clear, accurate, full and detailed account of all the properties and dealing of the Foundation. Such records shall be kept on file at all times in the office of the Foundation and shall be open for inspection at all reasonable times by any member of the foundation.
The Secretary and Treasurer of the Foundation shall be in charge of the books and records and shall keep and maintain them in such a way as to show a full and detailed account of all the properties of the Foundation and to show a full and detailed account of all proceeding and transactions of the Board. S/He shall see that all notices are duly given in accordance with these By-laws and s/He shall execute and sign such instruments a Board shall direct and s/he shall certify to the official acts of the Chairperson or acting Chairperson of the Board.
The Secretary of the foundation shall perform such duties as are ordinarily performed by the Secretary of a corporation.
Neither the Oklahoma State Regent for Higher Education nor any institution or agency of the Oklahoma State System of Higher Education shall receive any funds, services, or things of value from any college-related foundation which has any officers or employees who are officers or employees of any institution or agency of the State System or State Regents unless such foundation makes all its financial records and documents, including work papers, except for names of donors, available to auditors who are performing audits of the institution.
The President of the Foundation, the Foundation Board Chair, the Secretary, and the Treasurer shall give such bonds in a surety company acceptable to the Board and authorized to do business under the laws of the State of Oklahoma, as the Board may require. The premiums of such bonds shall be paid by the Foundation.
Any compensation of the Secretary and the Treasurer shall be fixed by the Board of Trustees.
The Board may employee all personal reasonably required to manage, administer and protect the Foundation property, and shall fix their compensation, the terms of service and may require such bonds as it deems necessary.
TITLES TO ASSETS
Title to the corporate estate shall be taken and held in the name of the SEMINOLE STATE COLLEGE EDUCATIONAL FOUNDATION, INC. and the SEMINOLE AREA COMMUNITY DEVELOPMENT, LLC designated by the Board.
The Board shall have an annual audit of the books and records of said Foundation made by a Certified Public Accountant, selected by the Board, for the preceding year.
The audit shall be filed in the Office of the Foundation and shall be available for inspection by members of the Foundation and presented to the Board of Trustees at the second annually scheduled meeting.
AMENDING THE ARTICLES
The By-Laws of the Corporation may be altered, amended or repealed in whole or in part by the voting members at any regular or special meeting, provided that notice of such meeting shall be given at least 5 days prior thereto and shall contain the essence of the contemplated alteration, amendment for repeal, provided further that no such alteration amendment or repeal shall be in conflict with the Articles of Incorporation unless they are also properly amended simultaneously.
Amended October 24, 2018
Meeting of the SSC Educational Foundation Board of Trustees