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; the word “Certificate” shall mean the document issued to a contributor; 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.
MEETINGS OF MEMBERS
In addition to the regular Fall Semester Meeting of the Foundation Board, an Annual Meeting of the Trustees which shall be held on the third Wednesday in April of
each year at an hour to be fixed by the Board and at other times on call of the Board of Trustees, or at such times to which a regular or a called meeting has been postponed. A call for the regular Annual Meeting and for each special meeting of the members shall be made, in writing, by the Chairperson of the Board, addressed to each member not less than ten days before the date thereof. The call of the meeting shall also include the solicitation of proxies in the name of the Board of Trustees or such person as may be designated by the Certificate Holder.
It shall be the duty of the Chairperson of the Board to issue a proper call for a special meeting of the members when twenty percent of the members request such meeting, in writing, specifying the business to be considered at such requested special meeting. Such meeting shall be held at the Seminole State College or at such place as the Board shall select.
A quorum for the transaction of any business at any meeting of the members shall be a number of members holding, in person and/or by proxy, at least fifty percent of the votes outstanding, provided there shall be present at such meeting at least ten natural person members.
Voting shall be non-cumulative. In the election of Trustees members shall cast votes held in person and/or proxy for the total number of Trustees to be elected, and any ballot cast for fewer Trustees shall be null and void.
The Chairperson of the Board, or any Vice-Chairperson entitled to act in his/her stead, shall preside at meetings of the members of the Foundation, and the Secretary of the Board shall act as Secretary.
At such meetings the members may, by a majority vote of the votes present, in person or by proxy, elect Trustees to fill vacancies on the Board and transact any business that may properly come before the meeting.
Less than a quorum of votes of members may adjourn any meeting from time to time until a quorum shall be present.
MEETINGS OF THE BOARD
The authorized number of Foundation Trustees shall be twenty-eight (28) 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 once each three months on call of the Chairperson, or at such times to which such meeting may be convened.
Special meetings of the Board may be held upon the call, in writing of the Chairperson, the Presidents of the College and Foundation or on call of not fewer than thirty percent of the Trustees, by mailing such written 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, a second Vice-Chairperson and a President of the Foundation 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 term of President of the Foundation shall be ongoing and shall cease upon separation from Seminole State College. The terms of the Secretary and Treasurer, and other employees, shall be fixed by the Board.
The President, Secretary and the Treasurer 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 and meetings of the members of the Corporation; to authorize the issuing and signing of notices of meetings of the Board, and of the members to execute 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 first Vice-Chairperson shall act in place of the Chairperson in his/her absence or upon his/her disqualification or inability to perform the duties of his/her office; and the second Vice-Chairperson shall act in the absence, disqualification or disability of the Chairperson and the first Vice-Chairperson. The first Vice-Chairperson and the second Vice-Chairperson, respectively, shall do and perform all the acts and duties that the Chairperson might do if present and acting, upon the above-named contingencies.
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.
THE EXECUTIVE COMMITTEE
An Executive Committee composed of six (6) individuals shall consist of the Foundation Chairperson, Vice Chairperson, President of the College, President of the Foundation, Secretary, and Treasurer. They shall be appointed at the first meeting of the Board each year by the 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 Chairperson of the foundation Board shall chair the Executive committee.
The Executive Committee shall have and exercise all of the authority of the Board in the management f 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 the Executive Committee to order. In the interim between regularly scheduled Board meetings, the Executive Committee shall exercise all the duties and powers for the Foundation Board with the exception of any action related to the Certificate of Incorporation, any amendments to these By-Laws, or any modification of the provision for dissolution of the Corporation.
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, for the ensuing year, shall appoint an Investment and Finance Committee, a Nominating Committee, and a Resource Development 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 and Finance Committee composed of at lest 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, the President of the College, and the President of the Foundation. 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 Resource Development Committee shall be composed of at least three (3) members in addition to the Chairperson, the President of the college, and the president of the Foundation. This Committee is charged to develop polices and procedures germane to the pursuit and acceptance of gifts offered the Foundation in support of its efforts and for the good of the College. This committee is authorized to establish a process for the review of potential donors or of offered gifts of real property and may, in consultation with the college, accept or reject such gifts.
CLAIMS AND DISTRUSEMENTS
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 $1,500 are to be counter-signed by the Chairperson and one other designated Trustee; 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. S/He shall provide a seal for the Foundation which shall be circular in form and bear the name of the Foundation.
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 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.
The 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 COLEGE EDUCATIONAL FOUNDATON, INC.
ANNUAL INVENTORY AND AUDIT
The board shall cause an inventory and appraisement of all assets to be made each year by three disinterested parties, named by the Chairperson.
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.
Such inventory and appraisement and 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 members at the Annual Meeting.
ADMENDING 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 annual or special meeting, provided that written notice of such meeting shall be given at least 10 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 23, 2005
Meeting of the SSC Educational Foundation Board of Trustees