The purpose of the Seminole State Educational 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.

The Seminole State College Educational Foundation was established in 1972 to “supply aid for charitable, benevolent, educational, scientific and literary purposes,” according to the organization’s Articles of Incorporation.  Foundation scholarships are awarded according to guidelines established by the donors.  During the 2018-2019 academic year, over $125,000 in scholarships were awarded to SSC students by the Foundation.  Additionally, in recent years the Foundation has assisted with the building of the Roesler and Seminole Nation Residential Learning centers, the development of the Henderson Park area, the Ben and Bonnie Walkingstick Student Services Center, the Dan and Andrea Boren Center, and the Brian Crawford Memorial Sports Complex.

If you wish to contribute the Foundation’s work, please visit us here. If you would like more information about the Seminole State College Educational Foundation, please contact:

• Steve Bagwell
• Adam Baker
• Chairman Rocky Barrett
• Dan Boren
• Dr. Vickie Carter
• Brooke Case
• Haley Coates
• Steve Degraffenreid
• Darren Frederick
• Suzanne Gilbert
• Jim Hardin
• John Hargrave
• Doug Humphreys
• Kim Hyden
• Dr. Kathy Laster
• Tim Mathews
• Rhonda McKee – Vice Chair
• Ray McQuiston
• Gordon Melson
• Angi Mohr
• Chris Moore
• Brian Nave
• Jeramy Rich
• Lance Ruffel
• Mark Schell – Chair
• Roy Sisco
• Jason Smalley
• Sue Snodgrass
• Bob Swearingen
• Carla Tollett
• Andy Tucker
• Reggie Whitten
• David Wilson
• Lance Wortham – Vice Chair

Revised October 24, 2018 - Meeting of the Educational Foundation Board of Trustees

Updated: 2018-11-19

Article I

The name of this corporation is: SEMINOLE STATE COLLEGE EDUCATIONAL FOUNDATION, INC.

Article II

The address of its registered office in the State of Oklahoma is: Office of the President, SEMINOLE STATE COLLEGE, in the City of Seminole, Seminole County, Oklahoma.

Article III

The duration of the Corporation is perpetual.

Article IV

The Corporation is formed for charitable, benevolent, educational, scientific and literary purposes, and has no stated capitol.

Article V

This Corporation is created and shall be administered and operated exclusively, for the benefit of SEMINOLE STATE COLLEGE, insofar as the same shall be in the aid of charitable, benevolent, educational, scientific and literary purposes, as, in the judgment of the Trustees, shall be in furtherance of the public welfare and done to promote the well-doing or well-being of mankind. Such distributions of the Corporate assets shall be made at one time, or from time to time, and at such times, and in such manner and amounts, as the Trustees in their discretion shall deem to be proper.

Article VI

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article V hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles the corporation shall not carry on any other activities not permitted to be carries on (a) by a corporation exempt from Federal Revenue Code under section 501 (c)  (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Code) or (b) by a corporation, contributions to which are deductible under section 170 (c)  (2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Code).

Article VII

The (Trustees) of the Corporations shall be twenty-nine in number, all of whom shall be members of the Corporation. At the first meeting of the members of the Corporation at least one-third of the Trustees shall be elected for terms of one year, at least one-third for terms of two years, and the remainder for terms of three years. At each annual meeting, thereafter, Trustees shall be elected to fill the offices of the Trustees whose terms expire at said annual meeting, to serve for terms of three years, or any shorter term, and until their successors are named and have assumed offices as Trustees; provided further that nothing herein contained shall prevent any Trustee from being elected to succeed himself in said office.

The President of SEMINOLE STATE COLLEGE and the Executive Director of the SEMINOLE STATE COLLEGE Educational Foundation, Inc., shall be ex-officio members of the Board of Trustees with the right to vote.

If any Trustee by death, refusal, resignation, removal, or inability fails to serve as a Trustee, the members shall at the next annual or special meeting select a successor Trustee to fill the unexpired term of office so vacated.

The Trustees shall not receive compensation for their services as such, but may be reimbursed by the Corporation for any authorized expenses incurred by them in the performance of their duties as Trustees.

Article VIII

In no instance and under no circumstance shall any part of the corporate estate, whether principle, income, or accumulations, be distributed to, revert to or inure to the benefit of (a) any donor or his heirs or personal representatives, (b) and stockholders, , trustees, or officers or this corporation; provided however, that the Secretary, Treasurer or others holding College or Foundation administrative positions may be paid salaries for services rendered in the performance of their duties; provided further, that in this Article, or elsewhere in the Articles of Incorporation, nothing contained herein shall be construed to prevent a distribution from the corporate estate, otherwise properly made in accordance with the provisions and purposes hereof by reason of the fact that one of more of the Trustees hereunder or of the stockholder, directors, trustees or officers of this Corporation, may be connected or associated with the distributee as a shareholder, , trustee, director, officer or in any other capacity.

Article IX

In connection with and incidental to the accomplishment of the purpose delineated in Article V hereof, this Corporation (a) may hold property acquired by devise, bequest, gift, grant or in any other manner, except that this Corporation shall not own or hold more real property than may be reasonable necessary for the accomplishment of its purpose; (b) may sell, exchange or mortgage any or all property held absolutely or in trust to be used, either the principle income therefrom, as may be directed in the accomplishment of the purpose of this Corporation; provided however, that the specific enumeration in this Article of certain powers is not intended to be exclusive, nor to prohibit exercise of the Trustees of any other powers reasonably necessary to the accomplishment of the purpose of the Corporation.

Article X

The Articles and 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 5 days prior thereto and shall contain the essence of the contemplated alteration, amendment or repeal.

Article XI

In the event Seminole State College is not in existence and/or is not then exempt under Section 115 of the Internal Revenue Code as a governmental instrumentality, then upon the termination or liquidation of the Corporation for any reasons, after all liabilities of said Corporations have been paid, the remaining assets of the Corporation shall be turned over to any Federal, State, County, or City governmental entity, for a public purpose, as the Board of Trustees shall determine.

Article I

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. 

Article II

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.

Article III

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.

Article IV

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.

Article V

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.

Article VI

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.

Article VII

OTHER COMMITTEES

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.

Article VIII

CLAIMS AND DISBURSEMENTS

All claims against the Foundation shall be presented to the Chairperson or such other official(s) as may be designated by the Board. All claims over $25,000 are to be counter-signed by the Chairperson or other designated Trustees, with notification made to the Foundation Executive Committee about claims between $10,000 and $25,000; 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.  Payments in accordance with approved contracts are exempt, including checks related to the Sports Complex Project.

Article IX

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.

Article X

EMPLOYEES

The Board may employ all personnel 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.

Amended June 10, 2020 - Meeting of the SSC Educational Foundation Board of Trustees

Updated: October 2022

Article XI

TITLES TO ASSETS

Title to the corporate estate shall be taken and held in the name of the SEMINOLE STATE COLEGE EDUCATIONAL FOUNDATON, INC. and the SEMINOLE AREA COMMUNITY DEVELOPMENT, LLC designated by the Board. 

Article XII

ANNUAL AUDIT

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.

Article XIII

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 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.